The following investment advisers and investment adviser representatives are exempt from the licensing requirements of § 7-11-203:

(1)  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 subsection (1)(i), who are residents of this state;

(2)  An investment adviser representative if the investment adviser with whom it is associated is exempt under subsection (1) of this section; and

(3)  Other investment advisers or investment adviser representatives the director exempts by rule or order.