Definitions

Definitions. The following terms, as used in the Mississippi Securities Act or in these Rules, shall have the meaning ascribed to them below unless the context requires otherwise. A. Act means the Mississippi Securities Act as codified at Sections 75-71-101 to -701, Mississippi Code of 1972, as amended. B. Affiliate of, or a person affiliated with, a specified person is a person that directly, indirectly, or through one or more intermediaries controls, is controlled by, or is under common control with the person specified. C. Applicant means a person, natural or otherwise, executing or submitting a notice filing or an application for registration or exemption. D. Application includes any notice filing, application of registration, or application for exemption. E. Associated Person means any partner, officer, director (or any person occupying a similar status or performing similar functions), or any natural person directly or indirectly controlling or controlled by an applicant (other than employees whose functions are only clerical or ministerial). F. Commission or Remuneration means any compensation or financial benefit, direct or indirect, fixed or contingent, paid to or received from any person in connection with a solicitation of any client or prospective client. G. Controlling Person or Control (including the terms controlling, controlled by, and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract, or otherwise. H. CRD means Central Registration Depository. I. Custody means holding, directly or indirectly, client funds or securities or having any authority to obtain possession of them (or having the ability to appropriate them) in connection with services provided to clients. J. Division means the Securities Division of the Secretary of State’s Office. K. FINRA means the Financial Industry Regulatory Authority, formerly the National Association of Securities Dealers (NASD). L. IARD means Investment Adviser Registration Depository. M. Material Information or Material (when used to qualify a requirement for the furnishing of information as to any subject) means such information about the company and/or its securities that would enable a prudent individual to make an informed investment decision. N. NASAA means the North American Securities Administrators Association. O. Officer means a president, vice president, secretary, treasurer or principal financial officer, comptroller or principal accounting officer, and any other persons performing similar functions with respect to any organization, whether incorporated or unincorporated. A person shall not be deemed an officer merely because he is titled as such if he does not perform the legal function of an officer. P. Principal means any person actively engaged in the management of the securities business, including supervision, solicitation, conduct of business, or the training of persons for any of these functions. Such persons shall include sole proprietors, partners, officers, directors, and branch managers. Q. Promoter means a person who, acting alone or in conjunction with others, takes the initiative in founding, organizing, or incorporating a business, enterprise, transaction, scheme, or profit-seeking venture. A promoter does not include a lawyer or accountant acting as an independent contractor. R. Registrant means any person, natural or otherwise, holding a certification of registration or acknowledgment of exemption or notice filing issued by the Division. This also includes any person, natural or otherwise, whose registration through CRD or IARD has been approved by the Division. S. Rules refer to the Rules of the Secretary of State adopted pursuant to the Act, currently in effect, including forms for registration and reports and accompanying instructions. T. SEC means the United States Securities and Exchange Commission. U. SEC Form D means the document, as adopted by the United States Securities and Exchange Commission and in effect on January 1, 2010, as may be amended by the SEC from time to time, entitled “Form D.” V. Secretary of State means the Secretary of State of Mississippi.