Series 63 practice questionhardDefinition of Investment Adviser — Multi-State Business and Exemptions
HarborView Consultants is a partnership located in State A that provides investment advice exclusively to five high-net-worth individuals: two are residents of State B, and three are residents of State C. HarborView does not maintain offices in States B or C, nor does it solicit any other clients in those states. Under the Uniform Securities Act, which of the following best describes HarborView’s registration and exemption status as an investment adviser in States B and C?
- AHarborView is only exempt from registration in State C, since it has more than five clients in State B.
- BHarborView is exempt from registration in both States B and C under the de minimis exemption, provided it has no place of business there and fewer than six clients in each state.✓ Correct answer
- CHarborView is not considered an investment adviser in States B and C under the USA due to the lack of physical presence.
- DHarborView must register as an investment adviser in both States B and C because it has clients who are residents there.
Explanation
Why B — HarborView is exempt from registration in both States B and C under the de minimis exemption, provided it has no place of business there and fewer than six clients in each state.
The USA provides a 'de minimis' exemption for investment advisers with no place of business in a state and no more than five clients in that state during the preceding 12 months (USA Section 403(b)). HarborView has fewer than six clients in each state and no offices there, so it is exempt from registration in both States B and C.
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