Overview

Does maintaining a place of business in the state trigger a notice filing (regardless of number of clients)?

Yes.
R.I. GEN. LAWS §7-11-206(b)(2017)
referring to 7 R.I. GEN. LAWS § 7-11-204(1)(ii)(2017).

What is the maximum number of clients adviser can have in the state without triggering a notice filing?

5
R.I. GEN. LAWS § 7-11-204(1)(ii)(2017).

What sorts of clients are not counted for purposes of determining whether to notice file?

Its only clients in Rhode Island are other investment advisers, federal covered advisers, broker dealers, financial or institutional investors; and the investment adviser has no place of business in Rhode Island and the investment adviser directs business communications in Rhode Island to a person who is an existing client of the investment adviser and whose principal place of residence is not in Rhode Island.
R.I. GEN LAWS § 7-11-204(1)(i).

  1. ”Financial or institutional investors” means any of the following, whether acting for itself or another in a fiduciary capacity:
  2. A depository institution;
  3. An insurance company;
  4. A separate account of an insurance company;
  5. An investment company as defined in the Investment Company Act of 1940, 15 U.S.C. § 80a-1 et seq.;
  6. An employee pension, profit sharing or benefit plan if the plan has total assets in excess of five million dollars ($ 5,000,000), or if investment decisions are made by a plan fiduciary, as defined in the
  7. Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., which is either a broker dealer registered under the Securities Exchange Act of 1934, 15 U.S.C. § 78a et seq., an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, 15 U.S.C. § 80b-1 et seq., a depository institution, or an insurance company; and
  8. Any other institutional buyer.

R.I. GEN LAWS § 7-11-101(7)(2017).


Viewing of these pages does not establish an attorney-client relationship. The information above is informational purposes only and should not be construed as legal advice. A lawyer should be consulted to confirm both applicability and any other issues that might affect or apply to your situation.