Hollis Lane Advisors is registered as an investment adviser in State A and has no place of business in State B. During the past 12 months it has advised four individual State B residents and one State B pension plan with substantial assets. It now wants to accept two more individual State B residents. Under the Uniform Securities Act, which of the following is TRUE?
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Answer: C
It may accept both new clients without registering in State B because it has no office there: Incorrect: with two more clients it would have six non-institutional State B clients, so the de minimis exemption would be lost even with no office.
It must register in State B now because it already has five State B clients: Incorrect: the pension plan is an institutional client and is not counted; Hollis Lane currently has only four counted clients.
It may accept one more client, but must register in State B before accepting the second: Correct. The de minimis exemption requires no place of business in the state and fewer than six non-institutional resident clients in 12 months. Institutional clients such as the pension plan are not counted. Four plus one is five, which still qualifies; a sixth individual client requires State B registration.
It must make a notice filing in State B because it is registered in another state: Incorrect: notice filing is the procedure for federal covered advisers; a state-registered adviser either qualifies for an exemption or registers.
An adviser with no place of business in a state is exempt there if it has fewer than six non-institutional resident clients in 12 months (institutional clients are not counted); the sixth such client triggers registration.