RSA 421-B:4-403 · Investment Adviser Registration Requirements and Exemptions

421-B:4-403 Investment Adviser Registration Requirements and Exemptions. –

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(a)

Registration requirement. It is unlawful for a 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 under subsection (b).

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(b)

Exemptions from registration. The following persons are exempt from the registration requirement of subsection (a):

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(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:

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(A)

federal covered investment advisers, investment advisers registered under this chapter, or broker-dealers registered under this chapter;

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(B)

institutional investors; or

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(C)

any other client exempted by order issued under this chapter;

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(2)

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 subsection (b)(1); or

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(3)

any other person exempted by order issued under this chapter.

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(c)

Limits on employment or association. It is unlawful for an investment adviser, directly or indirectly, to employ or associate with an individual to engage in an activity related to investment advice in this state if the registration of the individual is suspended or revoked or the individual is barred from employment or association with an investment adviser, federal covered investment adviser, or broker-dealer by an order under this chapter, the Securities and Exchange Commission, or a self-regulatory organization, unless the investment adviser did not know, and in the exercise of reasonable care could not have known, of the suspension, revocation, or bar. Upon request from the investment adviser and for good cause, the secretary of state, by order, may waive, in whole or in part, the application of the prohibitions of subsection (c) to the investment adviser.

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(d)

Investment adviser representative registration required. It is unlawful for an investment adviser to employ or associate with an individual required to be registered under this chapter as an investment adviser representative who transacts business in this state on behalf of the investment adviser unless the individual is registered under RSA 421-B:4-404(a) or is exempt from registration under RSA 421-B:4-404(b).

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(e)

Branch offices. Prior to opening or closing a branch office in this state, an investment adviser shall notify the secretary of state of the location of the branch office, telephone number, name of the individual supervising the office, the date of the opening or closing, and any other pertinent information required by the secretary of state.

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(f)

Name of branch office.

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(1)

It is prohibited for any branch office or investment adviser representative to conduct an investment advisory business in this state under any name other than that of the investment adviser with which the branch office is associated or investment adviser representative is registered.

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(2)

If more than one business enterprise is conducted from a branch office location, disclosures shall clearly set forth the name of each business enterprise, what business activity is conducted by each organization, and each registered agent's relationship to each organization; provided, however, that this requirement shall not apply to television, radio, or billboard advertising that pertains exclusively to a non-securities product. Source. 2015, 273:1, eff. Jan. 1, 2016.

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