SECTION 203(a) OF THE INVESTMENT ADVISERS ACT OF 1940
15 U.S.C. § 80b-3(a) (1988)
Except
as provided in subsection (b) of this section, it shall be unlawful for any
investment adviser, unless registered under this section, to make use of the mails
or any means or instrumentality of interstate commerce in connection with his
or its business as an investment adviser.
15 U.S.C. § 80b-3(b) (1988)
The
provisions of subsection (a) of this section shall not apply to-
(1) any
investment adviser all of whose clients are residents of the State within which
such investment adviser maintains his or its principal office and place of
business, and who does not furnish advice or issue analyses or reports with
respect to securities listed or admitted to unlisted trading privileges on any
national securities exchange;
(2) any
investment adviser whose only clients are insurance companies; or
(3) any
investment adviser who during the course of the preceding twelve months has had
fewer than fifteen clients and who neither holds himself out generally to the
public as an investment adviser nor acts an an investment adviser to any
investment company registered under subchapter I of this chapter, or a company
which has elected to be a business development company pursuant to section
80a-53 of this title and has not withdrawn its election. For purposes of determining the number of
clients of an investment adviser under this paragraph, no shareholder, partner,
or beneficial owner of a business development company, as defined in this
subchapter, shall be deemed to be a client of such investment adviser unless
such person is a client of such investment adviser separate and apart from his
status as a shareholder, partner, or beneficial owner.