1. It is unlawful for any person who receives, directly or indirectly, any consideration from another person for advising the other person as to the value of securities or their purchase or sale, whether through the issuance of analyses or reports or otherwise, to do any of the following:
a. Employ any device, scheme, or artifice to defraud the other person.
b. Engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the other person.
c. Engage in dishonest or unethical practices as the administrator may define by rule.
2. In the solicitation of advisory clients, it is unlawful for a person to make any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading.
3. Except as may be permitted by rule or order of the administrator, it is unlawful for any investment adviser to enter into, extend, or renew any investment advisory contract unless it provides in writing all of the following:
a. That the investment adviser shall not be compensated on the basis of a share of capital gains upon or capital appreciation of the funds or any portion of the funds of the client.
b. That no assignment of the contract may be made by the investment adviser without the consent of the other party to the contract.
c. That the investment adviser, if a partnership, shall notify the other party to the contract of any change in the membership of the partnership within a reasonable time after the change.
4. Subsection 3, paragraph "a", does not prohibit an investment advisory contract which provides for compensation based upon the total value of a fund averaged over a definite period, or as of definite dates or taken as of a definite date. "Assignment", as used in subsection 3, paragraph "b", includes any direct or indirect transfer or hypothecation of an investment advisory contract by the assignor or of a controlling block of the assignor's outstanding voting securities by a security holder of the assignor. However, if the investment adviser is a partnership, no assignment of an investment advisory contract is considered to result from the death or withdrawal of a minority of the members of the investment adviser having only a minority interest in the business of the investment adviser, or from the admission to the investment adviser of one or more members who, after admission, will be only a minority of the members and will have only a minority interest in the business.
5. It is unlawful for any investment adviser to take or have custody of any securities or funds of any client if any of the following applies:
a. The administrator by rule prohibits custody.
b. In the absence of rule, the investment adviser fails to notify the administrator that it has or may have custody.
6. The administrator may by rule or order adopt exemptions from the requirements of subsection 1, paragraph "c", and subsection 3, paragraphs "a", "b", and "c", where such exemptions are consistent with the public interest and within the purposes fairly intended by the policy and provisions of this chapter.
98 Acts, ch 1106, §15, 24
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