409.4-403.  Investment adviser registration requirement and exemptions. — (a)  It is unlawful for a person to transact business in this state as an investment adviser unless the person is registered under this act as an investment adviser or is exempt from registration as an investment adviser under subsection (b).

  (b)  The following persons are exempt from the registration requirement of subsection (a):

  (1)  A person without a place of business in this state that is registered under the securities act of the state in which the person has its principal place of business if its only clients in this state are:

  (A)  Federal covered investment advisers, investment advisers registered under this act, or broker-dealers registered under this act;

  (B)  Institutional investors;

  (C)  Bona fide preexisting clients whose principal places of residence are not in this state if the investment adviser is registered under the securities act of the state in which the clients maintain principal places of residence; or

  (D)  Any other client exempted by rule adopted or order issued under this act;

  (2)  A person without a place of business in this state if the person has had, during the preceding twelve months, not more than five clients that are resident in this state in addition to those specified under paragraph (1); or

  (3)  Any other person exempted by rule adopted or order issued under this act.

  (c)  It is unlawful for an investment adviser, directly or indirectly, to employ or associate with an individual to engage in an activity related to investment advice in this state if the registration of the individual is suspended or revoked or the individual is barred from employment or association with an investment adviser, federal covered investment adviser, or broker-dealer by an order under this act, the Securities and Exchange Commission, or a self-regulatory organization, unless the investment adviser did not know, and in the exercise of reasonable care could not have known, of the suspension, revocation, or bar.  Upon request from the investment adviser and for good cause, the commissioner, by order, may waive, in whole or in part, the application of the prohibitions of this subsection to the investment adviser.

  (d)  It is unlawful for an investment adviser to employ or associate with an individual required to be registered under this act as an investment adviser representative who transacts business in this state on behalf of the investment adviser unless the individual is registered under section 409.4-404(a) or is exempt from registration under section 409.4-404(b).