Agents

Question 1

An individual represents an issuer in the sale of its securities.

When is s/he excluded from the definition of agent?

Answer 1

When the issuer is one of the following:
* U.S. or Canadian government & municipal/political subdivisions
* Recognized Foreign government (not political subdivisions)
* Federal chartered
…Bank
* State authorized
…Bank
…Savings institution (not S&L or B&L)
…Trust company
* Employee benefit plan
* Exempt money market instruments

When the representative is
* offering or selling exempt securities
* executing exempt transactions
* involved in sales of investments that are not securities
* selling securities only to employees of the issuer and not earning commissions

Question 2

Who is an agent?

Answer 2

1. A person (Other than a BD) representing a broker-dealer offering or selling exempt or non-exempt securities on exempt or non-exempt transactions
2. A person representing an issuer when offering or selling non-exempt securities in non-exempt transactions

The definition of an agent specifically excludes broker-dealers