15 USC 80b-3a – State and Federal responsibilities
(a) Advisers subject to State authorities
(1) In general
No investment adviser that is regulated or required to be regulated as an investment adviser in the State in which it maintains its principal office and place of business shall register under section 80b-3 of this title, unless the investment adviser—
(A) has assets under management of not less than $25,000,000, or such higher amount as the Commission may, by rule, deem appropriate in accordance with the purposes of this subchapter; or
(B) is an adviser to an investment company registered under subchapter I of this chapter.
(2) Treatment of mid-sized investment advisers
(A) In general
No investment adviser described in subparagraph (B) shall register under section 80b-3 of this title, unless the investment adviser is an adviser to an investment company registered under the Investment Company Act of 1940 [15 U.S.C. 80a-1 et seq.], or a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 [15 U.S.C. 80a-53], and has not withdrawn the election, except that, if by effect of this paragraph an investment adviser would be required to register with 15 or more States, then the adviser may register under section 80b-3 of this title.
(B) Covered persons
An investment adviser described in this subparagraph is an investment adviser that—
(i) is required to be registered as an investment adviser with the securities commissioner (or any agency or office performing like functions) of the State in which it maintains its principal office and place of business and, if registered, would be subject to examination as an investment adviser by any such commissioner, agency, or office; and
(ii) has assets under management between—
(I) the amount specified under subparagraph (A) of paragraph (1), as such amount may have been adjusted by the Commission pursuant to that subparagraph; and
(II) $100,000,000, or such higher amount as the Commission may, by rule, deem appropriate in accordance with the purposes of this subchapter.
(3) “Assets under management” defined
For purposes of this subsection, the term “assets under management” means the securities portfolios with respect to which an investment adviser provides continuous and regular supervisory or management services.
(b) Advisers subject to Commission authority
(1) In general
No law of any State or political subdivision thereof requiring the registration, licensing, or qualification as an investment adviser or supervised person of an investment adviser shall apply to any person—
(A) that is registered under section 80b-3 of this title as an investment adviser, or that is a supervised person of such person, except that a State may license, register, or otherwise qualify any investment adviser representative who has a place of business located within that State;
(B) that is not registered under section 80b-3 of this title because that person is excepted from the definition of an investment adviser under section 80b-2(a)(11) of this title; or 1
(C) that is not registered under section 80b-3 of this title because that person is exempt from registration as provided in subsection (b)(7) of such section, or is a supervised person of such person; or
(D) that is not registered under section 80b-3 of this title because that person is exempt from registration as provided in subsection (b)(8) of such section, or is a supervised person of such person.
(2) Limitation
Nothing in this subsection shall prohibit the securities commission (or any agency or office performing like functions) of any State from investigating and bringing enforcement actions with respect to fraud or deceit against an investment adviser or person associated with an investment adviser.
(c) Exemptions
Notwithstanding subsection (a), the Commission, by rule or regulation upon its own motion, or by order upon application, may permit the registration with the Commission of any person or class of persons to which the application of subsection (a) would be unfair, a burden on interstate commerce, or otherwise inconsistent with the purposes of this section.
(d) State assistance
Terms Used In 15 USC 80b-3a
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Business development company: means any company which is a business development company as defined in section 80a-2(a)(48) of this title and which complies with section 80a-54 of this title, except that&mdash. See 15 USC 80b-2
- Commission: means the Securities and Exchange Commission. See 15 USC 80b-2
- Company: means a corporation, a partnership, an association, a joint-stock company, a trust, or any organized group of persons, whether incorporated or not. See 15 USC 80b-2
- Fraud: Intentional deception resulting in injury to another.
- Interstate commerce: means trade, commerce, transportation, or communication among the several States, or between any foreign country and any State, or between any State and any place or ship outside thereof. See 15 USC 80b-2
- investment adviser: includes any bank or bank holding company to the extent that such bank or bank holding company serves or acts as an investment adviser to a registered investment company, but if, in the case of a bank, such services or actions are performed through a separately identifiable department or division, the department or division, and not the bank itself, shall be deemed to be the investment adviser. See 15 USC 80b-2
- officer: includes any person authorized by law to perform the duties of the office. See 1 USC 1
- Person: means a natural person or a company. See 15 USC 80b-2
- person associated with an investment adviser: means any partner, officer, or director of such investment adviser (or any person performing similar functions), or any person directly or indirectly controlling or controlled by such investment adviser, including any employee of such investment adviser, except that for the purposes of section 80b-3 of this title (other than subsection (f) thereof), persons associated with an investment adviser whose functions are clerical or ministerial shall not be included in the meaning of such term. See 15 USC 80b-2
- State: means any State of the United States, the District of Columbia, Puerto Rico, the Virgin Islands, or any other possession of the United States. See 15 USC 80b-2
- Supervised person: means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of an investment adviser, or other person who provides investment advice on behalf of the investment adviser and is subject to the supervision and control of the investment adviser. See 15 USC 80b-2
Upon request of the securities commissioner (or any agency or officer performing like functions) of any State, the Commission may provide such training, technical assistance, or other reasonable assistance in connection with the regulation of investment advisers by the State.