Investment Adviser State De Minimis Exemptions by Scott Tarra

Investment Adviser State De Minimis Exemptions

25602 Alicia Parkway, #107 Laguna Hills, California 92653 Main (800) 641-1818 Tel (949) 770-6154 Fax (949) 770-6198 www.financialregistrations.com

Investment Adviser State De Minimis Exemptions Forward Dear Reader, Our Investment Adviser State De Minimis Exemptions update is intended to keep investment advisers informed of certain exemptions to state registration requirements that may affect your investment adviser practice. The National Securities Markets Improvement Act of 1996 ("NSMIA") amended the Advisers Act to divide the responsibility for regulating investment advisers between the SEC and state securities authorities. Additionally, NSMIA provided a standard de minimis exemption where it exempts investment advisers from registration in states where they (1) do not have a place of business located within the State; and (2) during the preceding 12-month period, have had fewer than 6 clients who are residents of that State. Although the standard de minimis exemption is widely considered an industry benchmark, we provide the following information because each state may differ slightly in its exemptions and/or requirements to include those states that do not maintain such an exemption.

2015 Client Advisory Series No. 26- Investment Adviser State De Minimis Exemptions ÂŠ 2015 Financial Registrations, Inc.

While this information is intended to be used as a reference guide when considering your state registrations and/or notice filings, we encourage each investment adviser firm to review its specific needs to determine the applicability of such exemptions or requirements. Although this information is primarily focused on state registered investment advisers, as federal and/or state investment adviser rules and regulations are subject to change, information on specific exemptions and/or requirements as provided herein should be verified to ensure compliance with current state regulatory requirements. Sincerely,

Scott P. Tarra Managing Principal

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Investment Adviser State De Minimis Exemptions Contents Alabama ……………………………..……….................................... Alaska …………………….…………….…....................................... Arizona …………………………………………………………............ Arkansas ………………………………………………………............. California ………………………………………………………...…...... Colorado……………………………………………………….............. Connecticut …………………………………………………............... Delaware………….…………………………………………………….. District Of Columbia…………………………………………………… Florida…………………………………………………………………… Georgia…………………………………………………………………. Hawaii…………………………………………………………………… Idaho…………………………………………………………………….. Illinois……………………………………………………………………. Indiana………………………………………………………………….. Iowa……………………………………………………………………... Kansas………………………………………………………………….. Kentucky………………………………………………………………... Louisiana……………………………………………………………….. Maine……………………………………………………………………. Maryland………………………………………………………………... Massachusetts…………………………………………………………. Michigan………………………………………………………………… Minnesota………………………………………………………………. Mississippi……………………………………………………………… Missouri………………………………………………………………….

03 03 03 04 04 04 05 05 05 06 06 06 06 07 07 08 08 08 09 09 09 10 10 10 11 11

Montana………………………………………………………………………….. Nebraska…………………………………………………………………………. Nevada……………………………………………………………………………. New Hampshire………………………………………………………………….. New Jersey……….……………………………………………………………… New Mexico………………………………………………………………………. New York…………………………………………………………………………. North Carolina…………………………………………………………………… North Dakota…………………………………………………………………….. Ohio………………………………………………………………………………. Oklahoma………………………………………………………………………… Oregon…………………………………………………………………………… Pennsylvania…………………………………………………………………….. Puerto Rico………………………………………………………………………. Rhode Island…………………………………………………………………….. South Carolina…………………………………………………………………… South Dakota……………………………………………………………………. Tennessee………………………………………………………………………. Texas…………………………………………………………………………….. Utah………………………………………………………………………………. Vermont…………………………………………………………………………. Virginia…………………………………………………………………………… Washington……………………………………………………………………… West Virginia…………………………………………………………………….. Wisconsin………………………………………………………………………… Wyoming………………………………………………………………………….

11 12 12 13 13 13 14 14 15 15 16 16 17 17 18 18 19 19 19 20 20 20 21 21 22 22

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Investment Adviser State De Minimis Exemptions Update: September 9, 2015

By Scott P. Tarra Managing Principal starra@financialreg.com

De Minimis

Address

State De Minimis Exemption

Yes  No 

Alabama Securities Commission 401 Adams Avenue, Suite 280 P.O. Box 304700 Montgomery, AL 36130-4700

Is unlawful for any person to transact business in this state as an investment adviser or as an investment adviser representative unless: (1) He or she is so registered under this article; (2) His or her only clients in this state are investment companies as defined in the Investment Company Act of 1940, other investment advisers, brokerdealers, banks, trust companies, savings and loan associations, insurance companies, employee benefit plans with assets of not less than $1,000,000, and governmental agencies or instrumentalities, whether acting for themselves or as trustees with investment control, or other institutional investors as are designated by rule or order of the commission; or (3) He or she has no place of business in this state and during any period of 12 consecutive months does not direct business communications in this state in any manner to more than five clients, other than those specified in subdivision (2), whether or not he, she, or any of the persons to whom the communications are directed is then present in this state. Please see Code of Alabama 1975, Title 8, Chapter 6, Article 1, Section 8-6-3 Registration and bonds of dealers, agents, investment advisers, etc. located at http://alisondb.legislature.state.al.us/alison/codeofalabama/1975/coatoc.htm

Yes  No 

Alaska Dept. of Commerce, Community and Economic Development Division of Banking and Securities P.O. Box 110807 Juneau, AK 99811-0807

AS 45.55.030(c)(2) provides [registration is not required if] during the preceding 12 months, the person has not had more than five clients who are residents of this state other than those specified in (A) of this paragraph; in this subparagraph, the number of the person's clients shall be determined under 17 C.F.R. 275.203(b)(3)-1 and 17 C.F.R. 275.222-2, as those regulations exist on or after the effective date of this Act. By operation of AS 45.55.040(h) the same rule is made applicable to Federal Covered Advisers. Please see Alaska Securities Rule 45.55.030(c)(2) located at https://www.commerce.alaska.gov/web/dbs/Securities/DeMinimisRules.aspx

Yes  No 

Arizona Corporation Commission Securities Division 1300 West Washington Street, Third Floor Phoenix, AZ 85007

A.R.S. § 44-3152(A): exempts from licensure and notice filing requirements an investment adviser that does not have a place of business in Arizona if either (1) the investment adviser's only clients are enumerated persons or (2) during the preceding twelve months, the investment adviser had fewer than six clients who were residents of Arizona. Please see Arizona Revised Statute 44-3152(A)(2) located at

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Investment Adviser State De Minimis Exemptions http://www.azcc.gov/Divisions/Securities/licensing_and_registration/reg-licensing_and_reg_exemptions.asp AR

Yes  No 

Arkansas Securities Dept. Heritage West Building 201 East Markham, Room 300 Little Rock, AR 72201-1692

Arkansas Securities Act Subchapter 1, Section 23-42-102(8) states an “Investment adviser” does not include: (E) A person who has no place of business in this state if: (i) His or her only clients in this state are other investment advisers, broker/dealers, banks, savings institutions, trust companies, insurance companies, investment companies as defined in the Investment Company Act of 1940, pension or profit-sharing trusts, or other financial institutions or institutional buyers, whether acting for themselves or as trustees; or (ii) During the preceding twelve-month period he or she has had fewer than six (6) clients who are residents of this state, other than those persons specified in subdivision (8)(E)(i) of this section. Please see Arkansas Securities Law 23.42.102- (8)(E)(ii) (page 5) located at http://www.securities.arkansas.gov/!userfiles/Securities%20Act%20July%2031%202009.pdf

Yes  No 

California Dept. of Business Oversight 1515 K Street, Suite 200 Sacramento, CA 95814-4052

California Corporations Code Section 25202. (a) An investment adviser shall not be subject to Section 25230 if (1) the investment adviser does not have a place of business in this state and (2) during the preceding 12-month period has had fewer than six clients who are residents of this state. (b) For the purpose of this section only, "client" has the same meaning as the term "client" is defined by the Securities and Exchange Commission under the rule adopted pursuant to Section 222(d) of the Investment Advisers Act of 1940, as amended. Also, for the purpose of this section only, "client" does not mean other investment advisers, broker-dealers, banks, savings and loan associations, trust companies, insurance companies, investment companies registered under the Investment Company Act of 1940, pension and profit-sharing trusts (other than self-employed individual retirement plans), or other institutional investors or governmental agencies or instrumentalities designated by rule or order of the commissioner. Exemptions from the licensing requirement for broker-dealers and investment advisers are found in Code Sections 25200 thru 25209 and California Code of Regulations (“CCR”) Sections 260.200 thru 260.204.12. Please review California Corporations Code Section 25202 located at http://www.leginfo.ca.gov/cgi-bin/displaycode?section=corp&group=25001-26000&file=25200-25209

Yes  No 

Colorado Division of Securities 1560 Broadway, Suite 900 Denver, CO 80202

The following investment advisers with no place of business in this state are exempt from the license requirement of section 11-51-401(1.5): (a) An investment adviser who: (I) Is exempt from registration as an investment adviser pursuant to section 203(b) of the federal “Investment Advisers Act of 1940”; (II) Has only clients in this state that are: Other investment advisers; federal covered advisers; broker-dealers; depository institutions; insurance companies; employee benefit plans with assets of not less than one million dollars; or other institutional investors other than any local government investment pool trust fund under article 75 of title 24, C.R.S., as are designated by rule or order of the securities commissioner; or (III) During the preceding twelve-month period, has had not more than five clients other than those specified in subparagraph (II) of this paragraph (a). (b) The commissioner may by rule or order Page 4 of 23 IASDME. (ver. 09092015)

Investment Adviser State De Minimis Exemptions exempt other investment advisers from the license requirement of section 11-51-401(1.5). Please review Colorado Securities Act section 11-51-402(5)(a)(III) http://cdn.colorado.gov/cs/Satellite?blobcol=urldata&blobheadername1=ContentDisposition&blobheadername2=ContentType&blobheadervalue1=inline%3B+filename%3D%22View+the+Colorado+Securities+Act.pdf%22&blobheadervalu e2=application%2Fpdf&blobkey=id&blobtable=MungoBlobs&blobwhere=1252047986701&ssbinary=true CT

Yes  No 

Connecticut Dept. of Banking 260 Constitution Plaza Hartford, CT 06103-1800

No law of any State or political subdivision thereof requiring the registration, licensing, or qualification as an investment adviser shall require an investment adviser to register with the securities commissioner of the State (or any agency or officer performing like functions) or to comply with such law (other than any provision thereof prohibiting fraudulent conduct) if the investment adviser - (1) does not have a place of business located within the State; and (2) during the preceding 12-month period, has had fewer than 6 clients who are residents of that State. Please see Connecticut Securities Act 36b-6(e) located at http://www.ct.gov/dob/cwp/view.asp?a=2252&q=299216

Yes  No 

Delaware Dept. of Justice Investor Protection Unit Carvel State Office Building 820 North French Street, 5th Fl. Wilmington, DE 19801

It is unlawful for any person to transact business in this State as an investment adviser or as an investment adviser representative unless: (1) The person is registered under this chapter; or (2) The person has no place of business in this State; and a. The person's only clients in this State are investment companies as defined in the Investment Company Act of 1940 [15 U.S.C. § 80a-1 et seq.], other investment advisers, federal covered advisers, brokerdealers, banks, trust companies, savings and loan associations, insurance companies, employee benefit plans with assets of not less than $1,000,000, and governmental agencies or instrumentalities, whether acting for themselves or as trustees with investment control, or other institutional investors as are designated by rule or order of the Director; or b. During the preceding 12-month period has had not more than 5 clients, other than those specified in paragraph (c)(2)a. of this section, who are residents of this State. Please see Delaware Securities Act Section 73-301(c) located at http://delcode.delaware.gov/title6/c073/sc03/index.shtml

Yes  No 

District of Columbia Dept. of Insurance, Securities and Banking Securities Bureau 810 First Street, NE Suite 701 Washington, DC 20002

No person shall transact business in the District as an investment adviser or as an investment adviser representative unless the person is licensed, or exempt from licensure, under this chapter, or the person has no place of business in the District, and: (1) The person's only clients in the District are other investment advisers, federal covered advisers, broker-dealers, investment companies as defined in the Investment Company Act of 1940, depository institutions, insurance companies, employee benefit plans with assets of not less than $ 1 million, governmental agencies or instrumentalities (whether acting for themselves or as trustees with investment control), or other institutional investors as are designated by rule or order of the Commissioner; or (2) During the preceding 12 Page 5 of 23 IASDME. (ver. 09092015)

Investment Adviser State De Minimis Exemptions months, the person has had no more than 5 clients who are residents of the District and are not the types of clients described in paragraph (1) of this subsection. Please see District of Columbia Official Code, Title 31, Subtitle X, Chapter 56, Subchapter II, Section 315602.02 (2015) located at http://www.lexisnexis.com/hottopics/dccode/ FL

Yes  No 

Florida Office of Financial Regulation 200 East Gaines Street Tallahassee, FL 32399-0372

Florida's de minimis exemption for investment adviser registration is any person who does not hold herself or himself out to the general public as an investment adviser and has no more than 15 clients within 12 consecutive months in this state. Please see Chapter 517.021(14)(b)(7) of Florida Statutes and/or Florida Investment Adviser FAQ’s located at: http://www.flofr.com/StaticPages/DivisionOfSecuritiesFAQ.htm.

Yes  No 

Georgia Office of the Secretary of State Division of Securities Two Martin Luther King, Jr. Drive SE 802 West Tower, Suite 313 Atlanta, GA 30334

An investment adviser who during the preceding 12 months has had fewer than six Georgia clients need not register with the Georgia Securities Division. This is the case whether or not the adviser has a place of business in Georgia.

Hawaii Dept. of Commerce & Consumer Affairs Division of Business Regulation 335 Merchant Street, Room 203 Honolulu, HI 96813

The following persons are exempt from the registration requirement: (1) A person without a place of business in this State that is registered under the securities act of the state in which the person has its principal place of business if its only clients in this State are: (A) Federal covered investment advisers, investment advisers registered under this chapter, or broker-dealers registered under this chapter; (B) Institutional investors; (C) Bona fide preexisting clients whose principal places of residence are not in this State if the investment adviser is registered under the securities act of the state in which the clients maintain principal places of residence; or (D) Any other client exempted by rule adopted or order issued under this chapter; (2) A person without a place of business in this State if the person has had, during the preceding twelve months, not more than five clients that are residents of this State in addition to those specified under paragraph (1); or (3) Any other person exempted by rule adopted or order issued under this chapter.

Please see O.C.G.A. §§ 10-5-32(b)(2), 10-5-32(b)(3), and Rule 590-4-4-.13 and/or Georgia FAQ’s located at http://sos.ga.gov/index.php/Securities/investment_adviser_faqs

Please see Hawaii securities law Section 485A-403(b)(2) located at http://www.capitol.hawaii.gov/hrscurrent/Vol11_Ch0476-0490/HRS0485A/HRS_0485A-0403.htm ID

Yes  No 

Idaho Dept. of Finance 800 Park Boulevard, Suite 200 Boise, ID 83712

Idaho Uniform Securities Act 2004 Section 30-14-403(b) includes exemptions from registration. The following persons are exempt from the registration requirement of subsection (a) of this section: (1) A person without a place of business in this state that is registered under the securities act of the state in which the person has its principal Page 6 of 23 IASDME. (ver. 09092015)

Investment Adviser State De Minimis Exemptions place of business if its only clients in this state are: (A) Federal covered investment advisers, investment advisers registered under this chapter, or broker-dealers registered under this chapter; (B) Institutional investors; (C) Bona fide preexisting clients whose principal places of residence are not in this state if the investment adviser is registered under the securities act of the state in which the clients maintain principal places of residence; or (D) Any other client exempted by a rule adopted or an order issued under this chapter; (2) A person without a place of business in this state if the person has had, during the preceding twelve (12) months, not more than five (5) clients that are resident in this state in addition to those specified under subsection (b)(1) of this section; (3) A federal covered investment adviser; or (4) Any other person exempted by a rule adopted or an order issued under this chapter. Please review Idaho Uniform Securities Act 2004 Section 30-14-403(b)(2) located at http://legislature.idaho.gov/idstat/Title30/T30CH14SECT30-14-403.htm IL

Yes  No 

Illinois Office of the Secretary of State Securities Dept. 69 West Washington Street, Suite 1220 Chicago, IL 60602

The Secretary pursuant to Section 8.A of the Act hereby exempts from registration as an investment adviser: (a) any investment adviser whose only clients in this State are any one or more of the following, whether acting on their own behalf or in some fiduciary capacity: (1) investment companies as defined in the Federal 1940 Investment Company Act, as defined in Section 130.200 of this Part; (2) employee pension or profit-sharing plans or trusts having total assets of not less than $5,000,000; (3) governments and governmental agencies or instrumentalities, and whether acting for itself or as a trustee with investment control; or (4) banks, savings banks, savings institutions, trust companies, insurance companies, building and loan associations and other financial institutions or institutional investors, and any other persons to whom an offer, sale or issuance of a security would be exempt pursuant to Section 4.C, 4.D or 4.H of the Act, provided that such persons maintain a net worth of not less than $1,000,000; and (b) any investment adviser or federal covered investment adviser who during the immediately preceding twelve consecutive months has not had more than five clients in this State in addition to clients of the types specified in subsection (a) of this Section, whether or not such investment adviser or federal covered investment adviser is then present in this State. Please see Title 14, Subtitle A, Chapter I, Part 130, Section 130.805(b) under Section 8A of the Act located at http://www.ilga.gov/commission/jcar/admincode/014/014001300H08050R.html

Yes  No 

Indiana Office of the Secretary of State Securities Division 302 West Washington, Room E-111 Indianapolis, IN 46204

The following persons are exempt from the registration requirement of subsection (a): (1) A person without a place of business in this state that is registered under the securities act of the state in which the person has its principal place of business if its only clients in this state are: (A) federal covered investment advisers, investment advisers registered under this article, or broker-dealers registered under this article; (B) institutional investors; (C) bona fide preexisting clients whose principal places of residence are not in this state if the investment adviser is registered under the securities act of the state in which the clients maintain principal places of residence; or (D) any other client exempted by rule adopted or order issued under this article. (2) A person without a place of business in this state if Page 7 of 23 IASDME. (ver. 09092015)

Investment Adviser State De Minimis Exemptions the person has had, during the preceding twelve (12) months, not more than five (5) clients that are resident in this state in addition to those specified under subdivision (1). (3) Any other person exempted by rule adopted or order issued under this article. Please see Indiana Code Section IC 23-19-4-3(2) located at https://iga.in.gov/legislative/laws/2014/ic/titles/023/articles/019/chapters/004/ IA

Yes  No 

Iowa Insurance Division Securities Bureau 601 Locust – 4th floor Des Moines, IA 50309

All of the following individuals are exempt from the registration requirement of subsection 1: a. An individual who is employed by or associated with an investment adviser that is exempt from registration under section 502.403, subsection 2, or a federal covered investment adviser that is excluded from the notice filing requirements of section 502.405. b. Any other individual exempted by rule adopted or order issued under this chapter. Notice filing requirement not required. The following federal covered investment advisers are not required to comply with subsection 3: a. A federal covered investment adviser without a place of business in this state if its only clients in this state are any of the following: (1) Federal covered investment advisers, investment advisers registered under this chapter, and broker-dealers registered under this chapter. (2) Institutional investors. (3) Bona fide preexisting clients whose principal places of residence are not in this state. (4) Other clients specified by rule adopted or order issued under this chapter. b. A federal covered investment adviser without a place of business in this state if the person has had, during the preceding twelve months, not more than five clients that are resident in this state in addition to those specified under paragraph "a". c. Any other person excluded by rule adopted or order issued under this chapter. Please see Iowa Uniform Securities Act Section 502.403(4)(b) located at http://coolice.legis.iowa.gov/Cool-ICE/default.asp?category=billinfo&service=IowaCode&ga=83&input=502#502.405

Yes  No 

Kansas Office of the Securities Commissioner 109 SW 9th Street, Suite 600 Topeka, KS 66612

There is no de minimis exemption for investment advisers located within Kansas. Out-of-state advisers with no more than five Kansas clients in the past 12 months are not required to register with the KSC. Please see K.S.A. 17-12a403(b)(2) and/or Kansas FAQ’s located at http://www.ksc.ks.gov/FAQ.aspx?TID=15

Yes  No 

Kentucky Dept. of Financial Institutions 1025 Capital Center Drive, Suite 200 Frankfort, KY 40601

The following investment advisers are exempt from the registration requirement of subsection (8) of this section: (a) An investment adviser who has no place of business in this state if his only clients in this state are other investment advisers, covered advisers, broker-dealers, banks, savings institutions, trust companies, insurance companies, pension or profit-sharing trusts, or other financial institutions or institutional buyers, whether acting for themselves or as trustees; (b) An investment adviser who has no place of business in this state if, during any period of twelve (12) consecutive months, he or she does not have more than five (5) clients other than those specified in paragraph (a) Page 8 of 23 IASDME. (ver. 09092015)

Investment Adviser State De Minimis Exemptions of this subsection; (c) An investment adviser who is approved, and remains approved, by the Kentucky Economic Development Finance Authority as an investment fund manager pursuant to KRS 154.20-256; and (d) Any other investment adviser exempted from registration by administrative regulation or order under this chapter. Please see KRS 292.330.9(b) located at http://www.lrc.ky.gov/Statutes/statute.aspx?id=15540 LA

Yes  No 

Yes  No 

Louisiana Securities Commission Office of Financial Institutions 8660 United Plaza Blvd., Second Floor Baton Rouge, LA 70809-7024

There is no de minimus rule in the state of Louisiana. Investment adviser firms must be registered with the state of Louisiana regardless of their number of clients.

Maine Dept. of Professional & Financial Regulation Office of Securities 121 State House Station Augusta, ME 04333-0121

The following persons are exempt from the licensing requirement of subsection 1: A. A person without a place of business in this State that is registered or licensed under the securities act of the state in which the person has its principal place of business if its only clients in this State are: (1) Federal covered investment advisers, investment advisers licensed under this chapter or broker-dealers licensed under this chapter; (2) Institutional investors; (3) Bona fide preexisting clients whose principal places of residence are not in this State if the investment adviser is registered or licensed under the securities act of the state in which the clients maintain principal places of residence; or (4) Any other client exempted by rule adopted or order issued under this chapter; B. A person without a place of business in this State if the person has had, during the preceding 12 months, not more than 5 clients that are resident in this State in addition to those specified under paragraph A; or C. Any other person exempted by rule adopted or order issued under this chapter.

Please see Louisiana FAQ’s located at http://www.ofi.louisiana.gov/

Please see Title 32, Chapter 135, Subchapter 4, Section 16403(2)(B) of the Maine Uniform Securities Act located at http://legislature.maine.gov/statutes/32/title32sec16403.html MD

Yes  No 

Maryland Office of the Attorney General Division of Securities 200 Saint Paul Place Baltimore, MD 21202-2020

Registration of Financial Planners: Subject to the requirements of the federal National Securities Markets Improvement Act of 1996, investment advisers and their representatives must register with the Securities Division. The term "investment adviser" includes financial planners and firms or individuals that act or hold out as investment advisers or financial planners. An investment adviser is required to provide a client with Form ADV, Part II, or other disclosure document no later than the time of entering into a contract. To find out if an investment adviser or financial planner is or should be registered in Maryland or is the subject of any complaints, contact the Securities Division at (410) 576-7048. Please see Maryland Securities Division Web page located at http://www.oag.state.md.us/Securities/about.htm#planner

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Investment Adviser State De Minimis Exemptions MA

Yes  No 

Massachusetts Securities Division One Ashburton Place, Room 1701 Boston, MA 02108

A person who has no office or other physical presence in Massachusetts and has no more than 5 clients during any 12-month period need not register or notice file with the Division. Please see Massachusetts FAQ’s on Investment Adviser and Investment Adviser Representative Registrations located at http://www.sec.state.ma.us/sct/sctlic/licidx.htm#ricefaq

Yes  No 

Michigan Dept. of Licensing and Regulatory Affairs Corporation, Securities and Commercial Licensing Bureau 2501 Woodlake Circle, Okemos, MI 48864 PO Box 30018 Lansing, MI 48909

The following persons are exempt from the registration requirement of subsection (1): (a) A person that does not have a place of business in this state and that is registered under the securities act of the state in which the person has its principal place of business, if its only clients in this state are any of the following: (i) Federal covered investment advisers, investment advisers registered under this act, or broker-dealers registered under this act. (ii) Institutional investors. (iii) Bona fide preexisting clients whose principal places of residence are not in this state, if the investment adviser is registered under the securities act of the state in which the clients maintain principal places of residence. (iv) Any other client exempted by rule or order under this act. (b) A person that does not have a place of business in this state if the person has had, during the preceding 12 months and in addition to those described in subdivision (a), not more than 5 clients who are natural persons and residents of this state. (c) A person that does not hold itself out to the general public as an investment adviser and that has had, during the preceding 12 months and in addition to those described in subdivision (a), not more than 5 clients who are natural persons, who are residents of this state, and who are accredited investors as defined in rule 501(a) under the securities act of 1933, 17 CFR 230.501. (d) The person is an investment adviser who is not required to be registered as an investment adviser under the investment advisers act of 1940 if the investment adviser's only clients in this state are other investment advisers, federal covered advisers, broker-dealers, or institutional investors. (e) Any other person exempted by rule or order under this act. Please review Section 451.2403, Sec. 403(2) of the Michigan Uniform Securities Act located at http://www.legislature.mi.gov/(S(epkqwecmju25iilvmucmfswg))/mileg.aspx?page=getObject&objectName=mcl-4512403

Yes  No 

Minnesota Dept. of Commerce 85 East 7th Place, Suite 500 Saint Paul, MN 55101

Exemptions from registration. The following persons are exempt from the registration requirement of subsection (a): (1) any person whose only clients in this state are: (A) federal covered investment advisers, investment advisers registered under this chapter, or broker-dealers registered under this chapter; (B) bona fide preexisting clients whose principal places of residence are not in this state if the investment adviser is registered under the securities act of the state in which the clients maintain principal places of residence; or (C) any other client exempted by rule adopted or order issued under this chapter; (2) a person without a place of business in this state if the person has had, during the preceding 12 months, not more than five clients that are resident in this state in addition to those specified under paragraph (1); (3) A private fund advisor, subject to the additional requirements of subsection (c), if the private fund adviser satisfies each of the following conditions: (i) neither the private fund adviser nor any of its Page 10 of 23 IASDME. (ver. 09092015)

Investment Adviser State De Minimis Exemptions advisory affiliates are subject to a disqualification as described in Rule 262 of SEC Regulation A, Code of Federal Regulations, title 17, section 230.262; (ii) the private fund adviser files with the state each report and amendment thereto that an exempt reporting adviser is required to file with the Securities and Exchange Commission pursuant to SEC Rule 204-4, Code of Federal Regulations, title 17, section 275.204-4; or (4) any other person exempted by rule adopted or order issued under this chapter. Please see 2015 Minnesota Statutes, Chapter 80A, Section 80A.58, Section 403(b) located at https://www.revisor.mn.gov/statutes/?id=80A.58 MS

Yes  No 

Mississippi Office of the Secretary of State Securities Division 125 S. Congress Street, PO Box 136 Jackson, MS 39201

Investment adviser registration exemptions may apply to any person without a place of business in this state if the person has had, during the preceding twelve (12) months, not more than five (5) clients that are residents in this state. Please see Miss. Code Ann 75-71-403(b) and/or Mississippi FAQ’s located at http://www.sos.ms.gov/Securities/Pages/Investment-Advisers-FAQs.aspx#a01

Yes  No 

Missouri Office of the Secretary of State Securities Division 600 West Main Street Jefferson City, MO 65101

The following persons are exempt from the registration requirement of subsection (a): (1) A person without a place of business in this state that is registered under the securities act of the state in which the person has its principal place of business if its only clients in this state are: (A) Federal covered investment advisers, investment advisers registered under this act, or broker-dealers registered under this act; (B) Institutional investors; (C) Bona fide preexisting clients whose principal places of residence are not in this state if the investment adviser is registered under the securities act of the state in which the clients maintain principal places of residence; or (D) Any other client exempted by rule adopted or order issued under this act; (2) A person without a place of business in this state if the person has had, during the preceding twelve months, not more than five clients that are resident in this state in addition to those specified under paragraph (1); or (3) Any other person exempted by rule adopted or order issued under this act. Please review Missouri Revised Statutes, Chapter 409, Section 409.4-403.1(b) located at http://www.moga.mo.gov/mostatutes/stathtml/40900404031.html

Yes  No 

Montana Commissioner of Securities & Insurance Montana State Auditor’s Office Securities Department 840 Helena Avenue Helena, MT 59601

It is unlawful for a person to transact business in this state as an investment adviser or as an investment adviser representative unless: (a) the person is registered under parts 1 through 3 of this chapter; (b) the person does not have a place of business in the state and the person's only clients in this state are: (i) investment companies, as defined in the Investment Company Act of 1940, or insurance companies; (ii) other investment advisers; (iii) federal covered advisers; (iv) broker-dealers; (v) banks; (vi) trust companies; (vii) savings and loan associations; (viii) employee benefit plans with assets of not less than $1 million; (ix) governmental agencies or instrumentalities, Page 11 of 23 IASDME. (ver. 09092015)

Investment Adviser State De Minimis Exemptions whether acting for themselves or as trustees with investment control; or (x) other institutional investors as designated by rule or order of the commissioner; or (c) the person does not have a place of business in this state and during the preceding 12-month period, the person has not had more than five clients who are residents of this state, other than those clients specified in subsection (3)(b). Please see Montana Code Annotated 2014 Section 30-10-201(3) located at http://leg.mt.gov/bills/mca/30/10/30-10-201.htm NE

Yes  No 

Nebraska Dept. of Banking & Finance Bureau of Securities 1526 K Street, Suite 300 Lincoln, NE 68508

Investment adviser means any person who for compensation engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities or who for compensation and as a part of a regular business issues or promulgates analyses or reports concerning securities. Investment adviser also includes financial planners and other persons who, as an integral component of other financially related services, provide the foregoing investment advisory services to others for compensation and as part of a business or who hold themselves out as providing the foregoing investment advisory services to others for compensation. Investment adviser does not include (a) an investment adviser representative, (b) a bank, savings institution, or trust company, (c) a lawyer, accountant, engineer, or teacher whose performance of these services is solely incidental to the practice of his or her profession, (d) a broker-dealer or its agent whose performance of these services is solely incidental to its business as a broker-dealer and who receives no special compensation for them, (e) an issuer-dealer, (f) a publisher of any bona fide newspaper, news column, newsletter, news magazine, or business or financial publication or service, whether communicated in hard copy form, by electronic means, or otherwise which does not consist of the rendering of advice on the basis of the specific investment situation of each client, (g) a person who has no place of business in this state if (i) his or her only clients in this state are other investment advisers, federal covered advisers, brokerdealers, banks, savings institutions, trust companies, insurance companies, investment companies as defined in the Investment Company Act of 1940, pension or profit-sharing trusts, or other financial institutions or institutional buyers, whether acting for themselves or as trustees, or (ii) during the preceding twelve-month period, he or she has had five or fewer clients who are residents of this state other than those persons specified in subdivision (g)(i) of this subdivision, (h) any person that is a federal covered adviser, or (i) such other persons not within the intent of this subdivision as the director may by rule, regulation, or order designate. Please see Nebraska Revised Statute 8-1101(7) located at http://www.nebraskalegislature.gov/laws/statutes.php?statute=s0811001000

Yes  No 

Nevada Secretary of State Securities Division 555 East Washington Avenue, Suite 5200

The following persons are exempt from licensing under NRS 90.330: (a) An investment adviser who is registered or is not required to be registered as an investment adviser under the Investment Advisers Act of 1940 if: (1) Its only clients in this State are other investment advisers, broker-dealers or financial or institutional investors; (2) The Page 12 of 23 IASDME. (ver. 09092015)

Investment Adviser State De Minimis Exemptions Las Vegas, NV 89101

investment adviser has no place of business in this State and directs business communications in this State to a person who is an existing client of the investment adviser and whose principal place of residence is not in this State; or (3) The investment adviser has no place of business in this State and during any 12 consecutive months it does not direct business communications in this State to more than five present or prospective clients other than those specified in subparagraph (1), whether or not the person or client to whom the communication is directed is present in this State. Please see Nevada NRS 90.340 located at http://www.leg.state.nv.us/NRS/NRS-090.html#NRS090Sec340

Yes  No 

New Hampshire Bureau of Securities Regulation Department of State 107 North Main Street, # 204 Concord, NH 03301-4989

Investment advisers who are not eligible for registration with the Securities and Exchange Commission are regulated at the state level and are licensed by the states in which they do business and subject to the requirements of the state in which their principal office is located ("home state"). As a state regulated investment adviser, a firm is subject to the investment adviser licensing provisions of the State of New Hampshire. Please see our Application Checklist (NB: need to hyperlink to this page) to verify what documents and fees are required to apply for licensure. On or before December 31st of each year, licensed investment advisers will need to either submit a renewal license fee of $200 to the Web IARD system for the ensuing year or submit a Form ADV-W to request withdrawal of the license. An exception from the licensure requirement is available for a state regulated investment adviser who has no place of business in New Hampshire and who, during the preceding 12 month period, has had not more than 5 clients who are residents of New Hampshire. Please see Investment Advisers under N.H. Law located at http://sos.nh.gov/FedInvestAdv.aspx

Yes  No 

New Jersey Dept. of Law & Public Safety Bureau of Securities 153 Halsey Street, 6th Floor Newark, NJ 07102

In New Jersey, there is a de minimis exemption available. If the investment adviser firm has five clients or fewer in New Jersey during any consecutive period of 12 months, the firm is not required to register.

New Mexico Regulation & Licensing Dept. Securities Division 2550 Cerrillos Road Santa Fe, NM 87505

The De Minimus Rule for Investment Advisers may apply to a person without a place of business in New Mexico, and if during the preceding 12 months does not have more than 5 clients that are residents in New Mexico is not required to register.

Please see N.J.S.A. 49:3-56(g) and/or New Jersey FAQ’s located at http://www.njconsumeraffairs.gov/bos/Pages/FAQindustry.aspx

Please see 58-13C- 403.B.(2) NMSA and/or New Mexico FAQ’s located at http://www.rld.state.nm.us/securities-division/frequently-asked-questions-1.aspx

Page 13 of 23 IASDME. (ver. 09092015)

Investment Adviser State De Minimis Exemptions NY

Yes  No 

New York Office of the Attorney General Investor Protection Bureau 120 Broadway, 23rd Floor New York, NY 10271

Registration or notice filing is required with 6 or more clients through the Investment Adviser Regulatory Depository system ("IARD").

North Carolina Dept. of the Secretary of State Securities Division 2 South Salisbury Street Raleigh, NC 27601

It is unlawful for any person to transact business in this State as an investment adviser unless: (1) The person is registered under this Chapter; (2) The person's only clients in this State are investment companies as defined in the Investment Company Act of 1940, other investment advisers, investment advisers covered under federal law, dealers, banks, trust companies, savings institutions, savings and loan associations, insurance companies, employee benefit plans with assets of not less than one million dollars ($1,000,000), and governmental agencies or instrumentalities, whether acting for themselves or as trustees with investment control, or other institutional investors as are designated by rule or order of the Administrator; (3) The person has no place of business in this State, and during the preceding 12-month period has had not more than five clients, other than those specified in subdivision (2) of this subsection, who are residents of the State; or (4) The person, during the course of the preceding 12 months, has had fewer than 15 clients, and neither holds himself or herself out generally to the public as an investment adviser nor acts as an investment adviser to any investment company registered under the Investment Company Act of 1940, or a company that has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940.

Please see New York Investment Adviser FAQ’s located at http://www.ag.ny.gov/investor_protection/investment-advisers-faqs

Please review Article 3, Section 78C-16 of the North Carolina Investment Advisers Act located at http://www.ncleg.net/EnactedLegislation/Statutes/HTML/ByChapter/Chapter_78C.html

Page 14 of 23 IASDME. (ver. 09092015)

Investment Adviser State De Minimis Exemptions ND

Yes  No 

North Dakota Securities Commission 600 East Boulevard State Capitol, 5th Floor Bismarck, ND 58505-0510

It is unlawful for any person to transact business in this state as an investment adviser unless the person is registered under this chapter as an investment adviser or is exempt from registration as an investment adviser. The following persons are exempt from the registration requirements: (1) A person without a place of business in this state that is registered under the securities laws of the state in which the person has its principal place of business if its only clients in this state are: (a) Federal covered investment advisers, investment advisers registered under this chapter, or broker-dealers registered under this chapter; (b) Institutional investors; or (c) Bona fide preexisting clients whose principal places of residence are not in this state if the investment adviser is registered under the securities laws of the state in which the clients maintain principal places of residences. (2) A person without a place of business in this state if the person has had, during the preceding twelve months not more than five clients resident in this state in addition to those specified in paragraph 1. Please see N.D.C.C. 10-04-10(3)(a)(2)located at: http://www.nd.gov/securities/rules-laws/ndcc-10-04-securities-act

Yes  No 

Ohio Division of Securities 77 South High Street, 22nd Floor Columbus, OH 43215-6131

No person shall act as an investment adviser, unless one of the following applies: (1) The person is licensed as an investment adviser by the division of securities; however, nothing in this section shall be construed to prohibit a person from being licensed by the division as both an investment adviser and a dealer or salesperson. (2) The person is registered under section 203 of the "Investment Advisers Act of 1940," 15 U.S.C. 80b-3, as an investment adviser and is in compliance with the notice filing requirements of division (B) of this section. (3) The person has no place of business in this state, and the person's only clients in this state are any of the following: (a) Investment companies as defined in the Investment Company Act of 1940; (b) Other investment advisers; (c) Licensed dealers; (d) Banks; (e) Insurance companies subject to regulation under Title XXXIX [39] of the Revised Code and health insuring corporations regulated under Chapter 1751. of the Revised Code; (f) Employee benefit plans with assets of not less than one million dollars; (g) Government agencies or instrumentalities, whether acting for themselves or trustees with investment control; (h) Other institutional investors as the division may designate by rule. (4) The person has no place of business in this state, and during the preceding twelve-month period, the person has had not more than five clients, other than those described in division (A)(3) of this section, that are residents of this state. (5) The person is a charitable organization, as defined in section 3(c)(10) of the "Investment Company Act of 1940," 54 Stat. 797, 15 U.S.C. 80a - 3(c)(10), as amended, or is a trustee, director, officer, employee, or volunteer of such a charitable organization acting within the scope of the person's employment or duties with such an organization, whose advice, analysis, or reports are provided only to one or more of the following: (a) Any such charitable organization; (b) A fund that is excluded from the definition of an investment company under section 3(c)(10)(B) of the "Investment Company Act of 1940," 54 Stat. 797, 15 U.S.C. 80a - 3(c)(10)(B), as amended; (c) A trust or other donative instrument described in section 3(c)(10)(B) of the "Investment Company Act of 1940," 54 Stat. 797, 15 U.S.C. 80a - 3(c)(10)(B), as amended, or the trustees, administrators, settlors and potential settlors, or beneficiaries of any such trust or other instrument. (6) The person is a plan described in subsection 414(e) of the "Internal Page 15 of 23 IASDME. (ver. 09092015)

Investment Adviser State De Minimis Exemptions Revenue Code of 1986," 100 Stat. 2085, 26 U.S.C. 414, as amended, any person or entity eligible to establish and maintain such a plan under Title 26 of the United States Code, or any trustee, director, officer, or employee of or volunteer for any such plan or person, if such person or entity, acting in such capacity, provides investment advice exclusively to, or with respect to, any plan, person, or entity, or any company, account, or fund that is excluded from the definition of an investment company under section 3(c)(14) of the "Investment Company Act of 1940," 54 Stat. 797, 15 U.S.C. 80a - 3(c) (14 ), as amended. Please review Ohio Revised Code, Title XVII, Chapter 1707, Section 1707.141(A) located at http://codes.ohio.gov/orc/1707.141 OK

Yes  No 

Securities Commissioner Oklahoma Dept. of Securities 204 N Robinson, Ste. 400 Oklahoma City OK 73102-7001

The following persons are exempt from the registration requirement of subsection A of this section: 1. A federal covered investment adviser; 2. A person without a place of business in this state that is registered under the securities act of the state in which that person has its principal place of business if its only clients in this state are: a. federal covered investment advisers, investment advisers registered under this act, or broker-dealers registered under this act, b. institutional investors, c. bona fide preexisting clients whose principal places of residence are not in this state if the investment adviser is registered under the securities act of the state in which the clients maintain principal places of residence, or d. any other client exempted by rule adopted or order issued under this act; 3. A person without a place of business in this state if the person has had, during the preceding twelve (12) months, not more than five clients that are residents of this state in addition to those specified under paragraph 2 of this subsection; or 4. Any other person exempted by rule adopted or order issued under this act. Please see Section 1-403(B) of the Oklahoma Uniform Securities Act of 2004 (OUSA) located at http://securities.ok.gov/OUSA-2005.asp

Yes  No 

Oregon Dept. of Consumer & Business Services Div. of Finance & Corp. Securities 350 Winter Street, NE, Room 410 Salem, OR 97301-3881

The term “State investment adviser” does not include: (A) An investment adviser representative; (B) An institution or organization described in subsection (1)(b) of this section; (C) A licensed broker-dealer whose performance of investment advisory services is solely incidental to the conduct of business as a broker-dealer and who receives no special compensation for such services; (D) A salesperson licensed to a broker-dealer whose performance of investment advisory services is solely incidental to that person’s activities as a salesperson and who receives no special compensation for such services; (E) A publisher of or contributor to a bona fide newspaper, newsmagazine, investment manual or service, or business or financial publication of general, regular and paid circulation; (F) A person whose only clients are federal covered investment advisers, state investment advisers, broker-dealers, mortgage bankers, mortgage brokers, banks, savings institutions or trust companies, insurance companies, investment companies as defined in the Investment Company Act of 1940, as amended, pension or profit-sharing trusts, or other financial institutions or institutional buyers, whether acting for themselves or as trustees; (G) A duly licensed or registered lawyer, engineer or accountant whose performance of investment advisory services is solely Page 16 of 23 IASDME. (ver. 09092015)

Investment Adviser State De Minimis Exemptions incidental to the practice of the profession; (H) A person whose advice, analyses or reports relate only to securities exempted by ORS 59.025 (1); (I) A federal covered investment adviser in compliance with ORS 59.165 (7); (J) A person, advising others, that has no place of business in this state and during the preceding 12-month period has had fewer than six clients, other than those persons included in subparagraph (F) of this paragraph, who are residents of this state; or (K) Such other persons as the director may by rule or order designate. Please see Oregon Securities Law, Chapter 59, Section 59.015(20)(b)(J) located at https://www.oregonlegislature.gov/bills_laws/lawsstatutes/2013ors059.html PA

Yes  No 

Pennsylvania Dept. of Banking and Securities 17 North 2nd Street, Suite 1300 Harrisburg, PA 17101-2290

The term “Investment adviser” does not include: (i) A bank; (ii) A lawyer, accountant, engineer or teacher whose performance of these services is solely incidental to the practice of his profession; (iii) A broker-dealer or its agents whose performance of investment advice is solely incidental to the conduct of business as a broker-dealer and does not receive special compensation for the investment advice; (iv) A publisher of any bona fide newspaper, news column, newsletter, news magazine or business or financial publication or service, whether communicated in hard copy form or by electronic means or otherwise, that does not consist of the rendering of advice on the basis of the specific investment situation of each client and is of general, regular and paid circulation; and the agents and servants thereof in the performance of their regular duties on behalf of such publication or service; (v) A person whose advice, analyses or reports relate only to securities exempted under section 202(a); (vi) A person who has no place of business in this State if his only clients in this State are other investment advisers, federally covered advisers, broker-dealers or institutional investors; (vii) A person who has a place of business in this State and during the preceding twelve-month period has had not more than five clients in or out of this State and does not hold himself out generally to the public as an investment adviser; (viii) A person that is an investment adviser representative; (ix) A federally covered adviser; (x) A person excluded from the definition of “investment adviser” under section 202(a)(11) of the Investment Advisers Act of 1940 (54 Stat. 847, 15 U.S.C. § 80b-2(a)(11)); or (xi) Other persons not within the intent of this subsection whom the department by regulation designates. Please see Section 102(j)(vii) of the Pennsylvania Securities Act of 1972 located at http://www.dobs.pa.gov/Documents/Statutes/Pennsylvania%20Securities%20Act%20of%201972.pdf

Yes  No 

Puerto Rico Commissioner of Financial Institutions PO Box 11855 San Juan, PR 00910-3855

It shall be illegal for any person to do business in Puerto Rico as an investment advisor or a representative of an investment advisor unless he/she: (1) Is registered as such pursuant to the provisions of this chapter; (2) is registered as a broker-dealer without being subject to any condition under § 864(b)(5) of this title, or (3) does not have a place of business in Puerto Rico and: (A) His/her only clients in Puerto Rico are investment companies as defined in the Puerto Rico Investment Companies Act, §§ 661 et seq. of this title, or the federal act entitled the "Investment Company Act of 1940," other investment advisors, federally-covered advisors, broker-dealers, banks, trust companies, savings and loan associations, employee benefit plans, with assets of not less than one million Page 17 of 23 IASDME. (ver. 09092015)

Investment Adviser State De Minimis Exemptions dollars ($1,000,000), agencies or instrumentalities of the Government of Puerto Rico, whether acting on their own behalf or as trustees that have control to invest, or other institutional investor thus designated by the Commissioner, or insurance companies, or (B) has not had more than five (5) resident clients in Puerto Rico during the preceding twelve (12) months, with the exception of those specified in subsection (c)(3)(A), above. Please review Puerto Rico Uniform Securities Act Section 861(3)(c)(3)(B) located at http://www.ocif.gobierno.pr/laws/UNIFORM%20SECURITIES%20ACT.swf RI

Yes  No 

Rhode Island Dept. of Business Regulation 1511 Pontiac Avenue John O. Pastore Complex Bldg. 69-1 Cranston, RI 02920-440

An investment adviser who is not required to be registered as an investment adviser under the Investment Advisers Act of 1940, 15 U.S.C. § 80b-1 et seq., if: (i) Its only clients in this state are other investment advisers, federal covered advisers, broker dealers, financial or institutional investors; and the investment adviser has no place of business in this state and the investment adviser directs business communications in this state to a person who is an existing client of the investment adviser and whose principal place of residence is not in this state; or (ii) The investment adviser has no place of business in this state and the investment adviser, during the preceding twelve (12) month period, has had not more than five (5) clients, other than those specified in paragraph (i), who are residents of this state. (2) An investment adviser representative if the investment adviser with whom it is associated is exempt under subdivision (1) of this section; and (3) Other investment advisers or investment adviser representatives the director exempts by rule or order. Please see Title 7, Part 7-11-204(1)(ii) of the Rhode Island Uniform Securities Act located at http://webserver.rilin.state.ri.us/Statutes/title7/7-11/7-11-204.HTM

Yes  No 

South Carolina Office of the Attorney General Securities Division Rembert C. Dennis Office Bldg, Suite 501 1000 Assembly Street PO Box 11549 Columbia, SC 29211-1549

The following persons are exempt from the registration requirement of subsection (a): (1) a person without a place of business in this State that is registered under the securities act of the State in which the person has its principal place of business if its only clients in this State are: (A) federal covered investment advisers, investment advisers registered under this chapter, or broker-dealers registered under this chapter; (B) institutional investors; (C) bona fide preexisting clients whose principal places of residence are not in this State if the investment adviser is registered under the securities act of the State in which the clients maintain principal places of residence; or (D) any other client exempted by rule adopted or order issued under this chapter; (2) a person without a place of business in this State if the person has had, during the preceding twelve months, not more than five clients that are resident in this State in addition to those specified under paragraph (1); or (3) any other person exempted by rule adopted or order issued under this chapter. Please review South Carolina Code of Law, Section 35-1-403(b) located at http://www.scstatehouse.gov/code/t35c001.php

Page 18 of 23 IASDME. (ver. 09092015)

Investment Adviser State De Minimis Exemptions SD

Yes  No 

South Dakota Division of Securities 124 South Euclid Avenue, Suite 104 Pierre, SD 57501-3185

The following persons are exempt from the registration requirement of subsection (a): (1) A person without a place of business in this state that is registered under the securities act of the state in which the person has its principal place of business if its only clients in this state are: (A) Federal covered investment advisers, investment advisers registered under this chapter, or broker-dealers registered under this chapter; (B) Institutional investors; (C) Bona fide preexisting clients whose principal places of residence are not in this state if the investment adviser is registered under the securities act of the state in which the clients maintain principal places of residence; or (D) Any other client exempted by rule adopted or order issued under this chapter; (2) A person without a place of business in this state if the person has had, during the preceding twelve months, not more than five clients that are resident in this state in addition to those specified under paragraph(1); or Any other person exempted by rule adopted or order issued under this chapter. Please see South Dakota Statute 47-31B-403(b)(2) located at http://legis.sd.gov/Statutes/Codified_Laws/DisplayStatute.aspx?Type=Statute&Statute=47-31B-403

Yes  No 

Tennessee Dept. of Commerce & Insurance Securities Division Davy Crockett Tower, Suite 680 500 James Robertson Parkway Nashville, TN 37243-0575

The following persons shall be exempted from the registration requirements for investment advisers set forth in T.C.A. §48-1-109: (a) Any person domiciled in this state whose only investment advisory clients are insurance companies; or (b) Any person domiciled in this state who, during the course of the preceding twelve (12) months, has had fewer than fifteen (15) clients and who neither holds himself out generally to the public as an investment adviser nor acts as an investment adviser to any investment company registered under the Investment Company Act. (2) (a) No person who is a registered agent or a partner, officer, director, or principal of a registered brokerdealer is eligible for the exemption under paragraph (1) of this Rule. (b) No person who is a partner, officer, director, contracted representative, or non-clerical, non-ministerial employee of a registered investment adviser is eligible for the exemption under paragraph (1) of this Rule. (3) This Rule shall not be construed to exempt any person from the operation of the antifraud provisions of the Act. Please see Rules of Tennessee Dept. of Commerce and Insurance, Division of Securities, Rule 0780-04-03.05(1)(b) located at http://share.tn.gov/sos/rules/0780/0780-04/0780-04-03.20150614.pdf

Yes  No  *See Note

Texas State Securities Board 208 East 10th Street 5th Floor, PO Box 13167 Austin, TX 78701

Note: Conditionally Restricted Registration-- All clients in Texas are counted for purposes of the de minimis exemption, regardless of whether another exemption from investment adviser registration is available under the Texas Act or Rules. However, similar to NSMIA’s national de minimis exemption, if an investment adviser does not have a place of business (See FAQ 2.A.10) located in Texas and, during the preceding 12 month period, had no more than five clients (See FAQ 2.A.11) who are Texas residents, the investment adviser is not required to register with the Texas Securities Commissioner. See Rule 116.1(b)(2)(A). However, a notice filing and fee are required. See Rule 116.1(b)(2)(C) and FAQ 2.A.12. This is satisfied by filing Form ADV through the IARD system for the firm as Page 19 of 23 IASDME. (ver. 09092015)

Investment Adviser State De Minimis Exemptions well as filing Form U4 for each investment adviser representative through the CRD system. Please see Rule 116.1(b)(2)(A) & (C) and FAQ 2.A.11 & FAQ 2.A.12 of the Texas FAQ’s located at http://www.ssb.state.tx.us/Dealer_And_Investment_Adviser_Registration/Frequently_Asked_Questions.php#twoD UT

Yes  No 

Utah Dept. of Commerce Division of Securities 160 East 300 South 2nd Floor, PO Box 146760 Salt Lake City, UT 84114-6760

It is unlawful for a person to transact business in this state as an investment adviser or as an investment adviser representative unless: (a) the person is licensed under this chapter; (b) the person's only clients in this state are: (i) one or more of the following whether acting for itself or as a trustee with investment control: (A) an investment company as defined in the Investment Company Act of 1940; (B) another investment adviser; (C) a federal covered adviser; (D) a broker-dealer; (E) a depository institution; (F) a trust company; (G) an insurance company; (H) an employee benefit plan with assets of not less than $1,000,000; or (I) a governmental agency or instrumentality; or (ii) other institutional investors as are designated by rule or order of the director; or (c) the person: (i) is licensed in another state as an investment adviser or an investment adviser representative; (ii) has no place of business in this state; and (iii) during the preceding 12-month period has had not more than five clients, other than those specified in Subsection (3)(b), who are residents of this state. Please see Title 61, Chapter 1, Section 3 of the Utah Uniform Securities Act (Section 61-1-3 (3)(c)(ii) & (iii)) located at http://le.utah.gov/xcode/Title61/Chapter1/61-1-S3.html

Yes  No 

Vermont Dept. of Financial Regulation 89 Main Street, 3rd Floor Montpelier, VT 05620-3101

The following persons are exempt from the registration requirement of subsection (a) of this section: (1) a person without a place of business in this State that is registered under the securities act of the State in which the person has its principal place of business if its only clients in this State are: (A) federal covered investment advisers, investment advisers registered under this chapter, or broker-dealers registered under this chapter; (B) institutional investors; (C) bona fide preexisting clients whose principal places of residence are not in this State if the investment adviser is registered under the securities act of the state in which the clients maintain principal places of residence; or (D) any other client exempted by rule adopted or order issued under this chapter; (2) a person without a place of business in this State if the person has had, during the preceding 12 months, not more than five clients that are resident in this State in addition to those specified under subdivision (1) of this subsection; or (3) any other person exempted by rule adopted or order issued under this chapter. Please see title 9, Chapter 150, Subchapter 104, Section 5403 of the Vermont Securities Act (Section 9.150.004.5403(b)(2)) located at: http://legislature.vermont.gov/statutes/section/09/150/05403

Yes  No 

Virginia State Corporation Commission Division of Securities & Retail Franchising 1300 East Main Street

Any investment advisor or federal covered advisor who (i) does not have a place of business located within this Commonwealth and (ii) during the preceding 12-month period has had fewer than six clients who are residents of this Commonwealth other than those listed in subsection A of this section is excluded from the registration and Page 20 of 23 IASDME. (ver. 09092015)

Investment Adviser State De Minimis Exemptions 9th Floor, PO Box 1197 Richmond, VA 23218

notice filing requirements of the Act. Please see Title 21, Agency 5, Chapter 80 of the Virginia Administrative Code (21VAC5-80-210) located at http://law.lis.virginia.gov/admincode/title21/agency5/chapter80/section210/

Yes  No 

Washington Dept. of Financial Institutions Securities Division 150 Israel Rd, SWPO Box 9033 Tumwater, WA 98507-9033

It is unlawful for any person to transact business in this state as an investment adviser or investment adviser representative unless: (a) The person is so registered or exempt from registration under this chapter; (b) the person has no place of business in this state and (i) the person's only clients in this state are investment advisers registered under this chapter, federal covered advisers, broker-dealers, banks, savings institutions, trust companies, insurance companies, investment companies as defined in the Investment Company Act of 1940, employee benefit plans with assets of not less than one million dollars, or governmental agencies or instrumentalities, whether acting for themselves or as trustees with investment control, or (ii) during the preceding twelve-month period the person has had fewer than six clients who are residents of this state other than those specified in (b)(i) of this subsection; (c) the person is an investment adviser to an investment company registered under the Investment Company Act of 1940; (d) the person is a federal covered adviser and the person has complied with requirements of RCW 21.20.050; or (e) the person is excepted from the definition of investment adviser under section 202(a)(11) of the Investment Advisers Act of 1940. Please see Title 21, Chapter 21.20, Section 21.20.040 of the Revised Code of Washington (RCW 21.20.040(2) located at http://apps.leg.wa.gov/rcw/default.aspx?cite=21.20.040

Yes  No 

West Virginia Office of the State Auditor Securities Division Building 1, Room W-100 Charleston, WV 25305-0230

It is unlawful for any person to transact business in this state as an investment adviser unless: (1) He or she is so registered under this chapter; (2) he or she is a federal-covered adviser except that, until the tenth day of October, one thousand nine hundred ninety-nine, a federal-covered adviser for which a nonpayment or underpayment of a fee has not been promptly remedied following written notification to the adviser of such nonpayment or underpayment shall be required to register under this article; or (3) he or she has no place of business in this state and: (A) His or her only clients in this state are investment companies as defined in the Investment Company Act of 1940, other investment advisers, federal-covered advisers, broker-dealers, banks, trust companies, savings and loan associations, insurance companies, employee benefit plans with assets of not less than one million dollars and governmental agencies or instrumentalities, whether acting for themselves or as trustees with investment control, or other institutional investors as are designated by rule or order of the commissioner; or (B) during any period of twelve consecutive months he or she does not have more than five clients who are residents of this state, other than those specified in this subsection, whether or not he or she or any of the clients who are residents of this state is then present in the state. Please see Chapter 32, Article 2, Section 32-2-201(c) of the West Virginia Uniform Securities Act (32-2-201(c))

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Investment Adviser State De Minimis Exemptions located at http://www.legis.state.wv.us/WVCODE/Code.cfm?chap=32&art=2#02 WI

Yes  No 

Yes  No  *See Note

Wisconsin Dept. of Financial Institutions Division of Securities 201 W. Washington Avenue Suite 300, PO Box 1768 Madison, WI 53701-1768

State regulated investment advisers must be registered if they have a place of business in Wisconsin or if they have more than five Wisconsin clients in a 12 month period.

Wyoming Secretary of State Compliance Division State Capitol Building 200 W. 24th Street Cheyenne, WY 82002-0020

Note: Wyoming is unique among the 50 states in that no formal state registration requirements exist for investment advisers. Any adviser located in the state of Wyoming is subject to federal registration requirements because Wyoming does not regulate investment advisers. Therefore, in Wyoming, all investment advisers, regardless of their size, are subject to the registration requirements of the Federal Investment Advisers Act of 1940 unless they qualify for one of the federal exemptions.

Please see State of Wisconsin Department of Financial Institutions located at http://www.wdfi.org/fi/securities/registration/ia.htm

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Investment Adviser State De Minimis Exemptions

About Us Financial Registrations, Inc. is a compliance management consulting firm providing registration, enterprise compliance and risk management solutions to the financial services industry. We specialize in providing customized compliance solutions to FINRA member broker/dealers and SEC and State registered investment advisers.

For more information on this topic or other compliance related matters, please contact: Scott P. Tarra Managing Principal starra@financialreg.com

Brian K. Miller VP Business Development bmiller@financialreg.com

With former securities regulators and industry professionals on staff, we offer a full array of talent and experience necessary for handling the most recent and complex compliance issues facing the financial services industry.

Financial Registrations, Inc. 25602 Alicia Parkway #107 Laguna Hills, CA 92653 www.financialregistrations.com

Toll-free (800) 641-1818 Direct (949) 770-6154 Fax (949) 770-6198

2015 Client Advisory Series No. 26- Investment Adviser State De Minimis Exemptions ÂŠ 2015 Financial Registrations, Inc.

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