Uniform Securities Act (USA)

B is correct. Under the Uniform Securities Act's de minimis exemption, an investment adviser is exempt from registration in a state if the adviser (1) has no place of business in the state and (2) has fewer than 6 clients in that state during the preceding 12 months. Rebecca meets both requirements: she has no Nevada office and only 4 Nevada clients.

A is incorrect because simply having clients in a state does not automatically trigger registration if the de minimis exemption applies. C is incorrect because notice filing applies to federal-covered advisers (SEC-registered with $100M+ AUM), not state-registered advisers like Rebecca with $65M AUM. D is incorrect because there is no automatic reciprocity between states for investment adviser registration. advisers must qualify for exemptions or register in each state separately.

D is correct. The Uniform Securities Act (USA) is the model state law created by NASAA that provides the framework for state securities regulation, including registration and oversight of investment advisers with less than $100 million AUM. Individual states adopt and adapt the USA to regulate advisers, broker-dealers, and securities within their jurisdictions.

A (Securities Act of 1933) is a federal law that regulates new securities offerings and requires registration statements. it does not govern state regulation of investment advisers. B (Securities Exchange Act of 1934) is a federal law that created the SEC and regulates secondary market trading and broker-dealers. C (Investment Advisers Act of 1940) is a federal law that regulates SEC-registered investment advisers with $100M+ AUM, not state-registered advisers.

B is correct. Calculate: 3 individual clients + 2 retirement plans = 5 clients. Under the Uniform Securities Act, retirement plans are counted as a single client (the plan itself), NOT the individual participants. Seminar attendance without providing advice does not create a client relationship.

A (3 clients) incorrectly excludes the 2 retirement plans. C (27 clients) incorrectly counts the 24 plan participants (12 employees × 2 plans) plus the 3 individuals, but the USA counts each plan as 1 client regardless of participant count. D (28 clients) incorrectly includes seminar attendees who received no advisory services. With 5 Arizona clients and no office in the state, Anderson qualifies for the de minimis exemption (fewer than 6 clients) and is NOT required to register in Arizona.

C is correct (the EXCEPT answer). The Uniform Securities Act does NOT grant the SEC any authority. The USA is a model state law adopted by individual states to regulate securities activities within their borders. The SEC derives its authority from federal laws (Securities Act of 1933, Securities Exchange Act of 1934, Investment Advisers Act of 1940), not from the USA.

A is accurate: The USA requires investment advisers with less than $100M AUM to register with state securities regulators in each state where they conduct business (subject to exemptions). B is accurate: The USA provides the de minimis exemption, which exempts advisers from state registration if they have no office in the state and fewer than 6 clients there over 12 months. D is accurate: The USA grants state securities administrators broad enforcement powers including investigation, subpoena authority, cease and desist orders, and the ability to deny or revoke registrations.

B is correct. Statements 1, 2, and 4 are accurate.

Statement 1 is TRUE: Under the Uniform Securities Act, federal-covered advisers (SEC-registered) must file notice filings with state securities administrators in each state where they maintain a place of business. Madison has offices in Illinois and Indiana, so notice filing is required in both states.

Statement 2 is TRUE: Federal-covered advisers may also be required to file notice in states where they have no office but exceed the state's client threshold (typically 5 or more clients). With 25 Wisconsin clients, Madison would need to file notice in Wisconsin if the state requires it.

Statement 3 is FALSE: While federal-covered advisers are exempt from state registration requirements under the USA, they are NOT exempt from all state regulations. States retain anti-fraud enforcement authority and can prosecute fraudulent conduct.

Statement 4 is TRUE: The National Securities Markets Improvement Act of 1996 (which established the federal-covered adviser framework) preserved state anti-fraud authority. State administrators in Illinois, Indiana, and Wisconsin can all investigate and prosecute Madison for fraudulent activities, even though Madison is SEC-registered.