New York Laws
Article 23-A - Fraudulent Practices in Respect to Stocks, Bonds and Other Securities
359-EEE - Definitions.

(a) "Investment adviser" shall mean any person who, for compensation,
engages in the business of advising members of the public, either
directly or through publications or writings within or from the state of
New York, as to the value of securities or as to the advisability of
investing in, purchasing, or selling or holding securities, or who, for
compensation and as a part of a regular business issues or promulgates
analyses or reports concerning securities to members of the public
within or from the state of New York. "Investment adviser" shall not
include:
(1) A bank or trust company unless it is considered an investment
adviser under the federal investment advisers act of 1940;
(2) A lawyer, accountant, engineer or teacher whose performance of
these services is solely incidental to the practice of this profession;
(3) A broker or dealer whose performance of these services is solely
incidental to the conduct of his business as broker or dealer and who
receives no special compensation for them;
(4) A publisher of any bona fide newspaper or news magazine;
(5) A person who sold, during the preceding twelve month period,
investment advisory services to fewer than six persons residing in this
state, exclusive of financial institutions and institutional buyers as
may be defined by rule or regulation of the attorney general;
(6) A federally covered investment adviser;
(7) A person who would otherwise be required or permitted to register
with the federal securities and exchange commission as an investment
adviser were it not for the exemption from registration under section
203(b)(3) of the federal Investment Advisers Act of 1940. For purposes
of this exemption, the provisions of Rule 203(b)(3)-1 thereunder shall
apply; and
(8) Such other person as may be excluded from the definition of
investment adviser or federally covered investment adviser or exempted
from the provisions of subdivision two of this section by rules or
regulations prescribed by the attorney general.
(b) A "person" under this section shall mean a natural person,
corporation, company, partnership, trust or association.
(c) "Federally covered investment adviser" shall mean a person who is
registered under section 203 of the federal investment advisers act of
1940, 15 U.S.C. § 80b et seq. Such term shall not include any person who
is excluded from the term "investment adviser" pursuant to subparagraphs
one through five, seven, and eight of paragraph (a) of this subdivision.
2. (a) It shall be unlawful for any investment adviser, as defined in
this section, to engage as such within or from the state of New York
unless and until such person shall have filed with the department of law
a registration statement as provided herein.
(b) The attorney general may prescribe an alternative filing method
that facilitates a central registration depository whereby investment
advisers or federally covered investment advisers can centrally or
simultaneously register or submit a notice filing, as applicable, and
pay fees for all states in which they plan to transact business which
require registration or notice filings. The attorney general is hereby
authorized to enter into an agreement or otherwise facilitate such
alternative method with any national securities association, national
securities exchange, national association of state securities
administrators or similar association or agents thereof to effectuate
the provisions of this subdivision.

3. A registration statement relating to persons who must register
under this section, to be known as the "investment adviser statement"
shall contain such information pertaining to the business history for
the last preceding five years, criminal record, educational background
of the applicant and his or its partners, officers, directors or other
principals thereof deemed pertinent by the attorney general. The
attorney general may prescribe forms for the use of such applicants and,
as a condition of registration, may by rule or regulation prescribe that
all applicants or any class of applicants, as well as any persons who
represent or will represent an investment adviser in doing any of the
acts that make such person an investment adviser, shall undertake and
successfully complete examination requirements. The attorney general may
by rule or regulation dispense with the requirement of the above
information from persons already filed as brokers or dealers under this
article who constitute investment advisers under this section. The
attorney general may by rule or regulation designate other
qualifications and credentials that will be accepted in lieu of meeting
the examination requirement.
4. (a) The registration or notice filing of persons required to file
under this section shall be for a period of one year, commencing on
January first, two thousand three, provided that registrations in effect
prior to such date shall be deemed effective until such date. Renewal
statements shall be filed within sixty days prior to each following
January first. Initial filings may be made after January first of any
year by any person whose activities require registration under this
section, but such filing must be made within ten days prior to engaging
in such activities.
(b) A federally covered investment adviser shall file with the
attorney general, prior to acting as a federally covered investment
adviser in this state, such documents as have been filed with the
securities and exchange commission as the attorney general, by rule or
regulation, prescribes.
5. The attorney general by rule or order may provide for the filing of
prescribed updates and amendments which shall contain such information
as the attorney general may deem necessary to keep reasonably current
the information on file.
6. The attorney general may from time to time in the public interest
make, amend and rescind such rules, regulations and forms as are
necessary to carry out the provisions of this section, including rules,
regulations and forms governing registration statements and
applications. For the purpose of such rules, regulations and forms, the
attorney general may classify securities, persons and matters within his
jurisdiction and may prescribe different forms and requirements for
different classes.
7. The department of law shall collect the following fees: two hundred
dollars for initial and renewal investment advisory statements submitted
by investment advisers and federally covered investment advisers.
8. All investment advisers as defined herein and all brokers or
dealers in securities (except those brokers or dealers whose performance
of investment advisory services is solely incidental to the conduct of
their business as brokers or dealers and who receive no special
compensation for such services) shall file with the department of law of
the state of New York at its New York city offices on the date of issue
or publication to the investing public one copy of any prospectus,
pamphlet, circular, form letter or other sales literature addressed or
intended for general distribution to clients or prospective clients of
an investment adviser and one copy of any advertisement offering
investment advisory services to such clients or prospective clients. The

attorney general shall be empowered to destroy all literature and
documents submitted under this subdivision.
9. (a) Every person required to register under this section shall
annually file such financial or other reports as the attorney general by
rule or regulation prescribes.
(b) Except as prohibited by federal law, the attorney general may by
rule or regulation require investment advisers as defined herein:
(1) To satisfy specified minimum financial responsibility
requirements;
(2) To file with the attorney general specified financial and other
information;
(3) To make and maintain specified records and to preserve such
records for five years or such other period as may be specified.
10. If the information contained in any registration statement filed
with the attorney general under this article becomes inaccurate or
incomplete in any material respect, the registrant shall promptly file
with the department of law updates and amendments. The attorney general
may prescribe by regulations the circumstances under which the updates
and amendments are to be filed pursuant to this section and provide
forms therefor.