Statute

§ 80b–3a

TITLE 15—COMMERCE AND TRADE
EFFECTIVE DATE OF 1970 AMENDMENT

Amendment by Pub. L. 91–547 effective Dec. 14, 1970,
except that amendment by section 24(a) of Pub. L.
91–547 effective on expiration of one year after Dec. 14,
1970, see section 30 (introductory text and par. (1)) of
Pub. L. 91–547, set out as a note under section 80a–52 of
this title.
TRANSFER OF FUNCTIONS
For transfer of functions of Securities and Exchange
Commission, with certain exceptions, to Chairman of
such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2,
eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under
section 78d of this title.

§ 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) ‘‘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; or
(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.
(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) of this section,
the Commission, by rule or regulation upon its

Page 460

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) of this section would
be unfair, a burden on interstate commerce, or
otherwise inconsistent with the purposes of this
section.
(d) State assistance
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.
(Aug. 22, 1940, ch. 686, title II, § 203A, as added
Pub. L. 104–290, title III, § 303(a), Oct. 11, 1996, 110
Stat. 3437; amended Pub. L. 109–290, § 7(b)(1),
Sept. 29, 2006, 120 Stat. 1321.)
AMENDMENTS
2006—Subsecs. (d), (e). Pub. L. 109–290 redesignated
subsec. (e) as (d) and struck out heading and text of
former subsec. (d). Text read as follows: ‘‘The Commission may, by rule, require an investment adviser—
‘‘(1) to file with the Commission any fee, application, report, or notice required by this subchapter or
by the rules issued under this subchapter through any
entity designated by the Commission for that purpose; and
‘‘(2) to pay the reasonable costs associated with
such filing.’’
EFFECTIVE DATE
Section effective 270 days after Oct. 11, 1996, see section 308(a) of Pub. L. 104–290, as amended, set out as an
Effective Date of 1996 Amendment note under section
80b–2 of this title.
CONTINUED STATE AUTHORITY
Section 307 of title III of Pub. L. 104–290 provided
that:
‘‘(a) PRESERVATION OF FILING REQUIREMENTS.—Nothing in this title [see Short Title of 1996 Amendment
note set out under section 80b–20 of this title] or any
amendment made by this title prohibits the securities
commission (or any agency or office performing like
functions) of any State from requiring the filing of any
documents filed with the Commission pursuant to the
securities laws solely for notice purposes, together with
a consent to service of process and any required fee.
‘‘(b) PRESERVATION OF FEES.—Until otherwise provided by law, rule, regulation, or order, or other administrative action of any State, or any political subdivision thereof, adopted after the date of enactment of
this Act [Oct. 11, 1996], filing, registration, or licensing
fees shall, notwithstanding the amendments made by
this title, continue to be paid in amounts determined
pursuant to the law, rule, regulation, or order, or other
administrative action as in effect on the day before
such date of enactment.
‘‘(c) AVAILABILITY OF PREEMPTION CONTINGENT ON
PAYMENT OF FEES.—
‘‘(1) IN GENERAL.—During the period beginning on
the date of enactment of this Act [Oct. 11, 1996] and
ending 3 years after that date of enactment, the securities commission (or any agency or office performing
like functions) of any State may require registration
of any investment adviser that fails or refuses to pay
the fees required by subsection (b) in or to such
State, notwithstanding the limitations on the laws,
rules, regulations, or orders, or other administrative
actions of any State, or any political subdivision
thereof, contained in subsection (a), if the laws of
such State require registration of investment advisers.

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§ 80b–4a

TITLE 15—COMMERCE AND TRADE

‘‘(2) DELAYS.—For purposes of this subsection,
delays in payment of fees or underpayments of fees
that are promptly remedied in accordance with the
applicable laws, rules, regulations, or orders, or other
administrative actions of the relevant State shall not
constitute a failure or refusal to pay fees.’’

§ 80b–4. Reports by investment advisers
(a) In general
Every investment adviser who makes use of
the mails or of any means or instrumentality of
interstate commerce in connection with his or
its business as an investment adviser (other
than one specifically exempted from registration pursuant to section 80b–3(b) of this title),
shall make and keep for prescribed periods such
records (as defined in section 78c(a)(37) of this
title), furnish such copies thereof, and make and
disseminate such reports as the Commission, by
rule, may prescribe as necessary or appropriate
in the public interest or for the protection of investors. All records (as so defined) of such investment advisers are subject at any time, or
from time to time, to such reasonable periodic,
special, or other examinations by representatives of the Commission as the Commission
deems necessary or appropriate in the public interest or for the protection of investors.
(b) Filing depositories
The Commission may, by rule, require an investment adviser—
(1) to file with the Commission any fee, application, report, or notice required to be filed
by this subchapter or the rules issued under
this subchapter through any entity designated
by the Commission for that purpose; and
(2) to pay the reasonable costs associated
with such filing and the establishment and
maintenance of the systems required by subsection (c).
(c) Access to disciplinary and other information
(1) Maintenance of system to respond to inquiries
(A) In general
The Commission shall require the entity
designated by the Commission under subsection (b)(1) to establish and maintain a
toll-free telephone listing, or a readily accessible electronic or other process, to receive and promptly respond to inquiries regarding registration information (including
disciplinary actions, regulatory, judicial,
and arbitration proceedings, and other information required by law or rule to be reported) involving investment advisers and
persons associated with investment advisers.
(B) Applicability
This subsection shall apply to any investment adviser (and the persons associated
with that adviser), whether the investment
adviser is registered with the Commission
under section 80b–3 of this title or regulated
solely by a State, as described in section
80b–3a of this title.
(2) Recovery of costs
An entity designated by the Commission
under subsection (b)(1) may charge persons
making inquiries, other than individual inves-

tors, reasonable fees for responses to inquiries
described in paragraph (1).
(3) Limitation on liability
An entity designated by the Commission
under subsection (b)(1) shall not have any liability to any person for any actions taken or
omitted in good faith under this subsection.
(Aug. 22, 1940, ch. 686, title II, § 204, 54 Stat. 852;
Pub. L. 86–750, § 6, Sept. 13, 1960, 74 Stat. 886;
Pub. L. 94–29, § 29(5), June 4, 1975, 89 Stat. 169;
Pub. L. 109–290, § 7(a), Sept. 29, 2006, 120 Stat.
1321.)
AMENDMENTS
2006—Pub. L. 109–290 designated existing provisions as
subsec. (a), inserted heading, and added subsecs. (b) and
(c).
1975—Pub. L. 94–29 substituted ‘‘make and keep for
prescribed periods such records (as defined in section
78c(a)(37) of this title), furnish such copies thereof, and
make and disseminate such reports as the Commission,
by rule, may prescribe as necessary or appropriate in
the public interest or for the protection of investors.
All records (as so defined) of such investment advisers
are subject at any time, or from time to time, to such
reasonable periodic, special, or other examinations by
representatives of the Commission as the Commission
deems necessary or appropriate in the public interest
or for the protection of investors’’ for ‘‘make, keep, and
preserve for such periods, such accounts, correspondence, memorandums, papers, books, and other records,
and make such reports, as the Commission by its rules
and regulations may prescribe as necessary or appropriate in the public interest or for the protection of investors. Such accounts, correspondence, memorandums, papers, books, and other records shall be subject
at any time or from time to time to such reasonable
periodic, special, or other examinations by examiners
or other representatives of the Commission as the Commission may deem necessary or appropriate in the public interest or for the protection of investors’’.
1960—Pub. L. 86–750 substituted provisions requiring
investment advisers who make business use of the
mails or any instrument of interstate commerce, unless
exempted from registration by section 80b–3(b) of this
title, to keep and preserve accounts, correspondence,
memorandums, papers, books, and records, and make
such reports as the Commission requires by its rules
and regulations, and that these accounts, correspondence, memorandums, papers, books and records shall be
subject to examination by representatives of the Commission, for provisions requiring investment advisers
registered under section 80b–3 of this title to file annual and special reports in such form as the Commission prescribed by its rules and regulations to keep current the information contained in the registration application.
EFFECTIVE DATE OF 1975 AMENDMENT
Amendment by Pub. L. 94–29 effective June 4, 1975,
see section 31(a) of Pub. L. 94–29, set out as a note under
section 78b of this title.
TRANSFER OF FUNCTIONS
For transfer of functions of Securities and Exchange
Commission, with certain exceptions, to Chairman of
such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2,
eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under
section 78d of this title.

§ 80b–4a. Prevention of misuse of nonpublic information
Every investment adviser subject to section
80b–4 of this title shall establish, maintain, and
enforce written policies and procedures reason-