NASAA Series 65 — All Questions

For 2026, what is the elective deferral limit for a 401(k) participant under age 50?

• a.$23,500
• b.$8,600
• c.$7,500
• d.$24,500✓

The 2026 limit under Internal Revenue Code Section 402(g) is $24,500 for participants under 50. The $23,500 limit applied in 2025. The $7,500 and $8,600 figures are the 2026 IRA limits for people under 50 and 50 and older.IRS retirement limits

For 2026, what is the maximum employee salary deferral to a SIMPLE IRA for a participant under age 50?

• a.$8,600
• b.$16,500
• c.$17,000✓
• d.$7,500

The 2026 SIMPLE IRA deferral limit is $17,000. The $16,500 limit applied in 2025. The $7,500 and $8,600 figures are the 2026 IRA limits.IRS retirement limits

For 2026, what is the maximum total contribution a person under age 50 may make to traditional and Roth IRAs combined?

• a.$7,000
• b.$7,500✓
• c.$24,500
• d.$8,600

The 2026 IRA limit is $7,500 for individuals under 50. The $7,000 limit applied in 2024 and 2025. The $24,500 figure is the 2026 401(k) deferral limit. The $8,600 figure is the 2026 limit for age 50 and older, which adds a $1,100 catch-up.IRS retirement limits

For 2026, what is the basic exclusion amount for federal estate tax for a single decedent?

• a.$13,990,000
• b.$15,000,000✓
• c.$5,000,000
• d.$1,000,000

The basic exclusion amount for 2026 is $15,000,000 per person, as set by the 2025 tax legislation. The $13,990,000 figure was the 2025 amount. The $5,000,000 figure was the base amount before the 2018 doubling, and $1,000,000 was the exclusion in 2002 and 2003.Estate tax

A mother bought stock for $20 per share. It was worth $50 per share when she died, and her son sells it for $55. What is the son's taxable gain per share?

• a.$35
• b.$5✓
• c.$50
• d.$30

Inherited property receives a basis stepped up to fair market value at death, so the son's basis is $50 and his gain is $5. A $50 figure is the value at death, not the gain. A $30 figure is the mother's gain at death, which the step-up eliminates. A $35 figure uses her original $20 basis, which applies to gifts rather than inheritances.Basis of inherited property

A parent gives a child stock bought for $20 per share when it was worth $50 per share. The child later sells it for $55. What is the child's taxable gain per share?

• a.$30
• b.$35✓
• c.$0
• d.$5

A gift carries over the donor's basis, so the child's basis is $20 and the gain is $55 - $20 = $35. A $5 gain applies a stepped-up basis, which is available only for inherited assets. A $30 figure is the donor's gain at the time of the gift. A $0 figure would require selling at the donor's cost.Basis of gifted property

A client plans a charitable gift and holds long-term appreciated stock with a low cost basis. Which approach gives the most tax benefit?

• a.Give the shares to a relative who then donates them
• b.Donate the shares directly and deduct only the cost basis
• c.Sell the shares and donate the cash, deducting the cash amount
• d.Donate the shares directly and deduct their fair market value✓

Donating long-term appreciated stock directly lets the donor deduct fair market value (for itemizers) and avoids capital gains tax on the appreciation. Selling first triggers the gain, leaving less to donate and deduct. The deduction is not limited to basis for long-term holdings given to a public charity. A pass-through gift to a relative would carry over the donor's basis and add a gift tax reporting step for no benefit.Charitable giving

A client was born in 1962. At what age must the client begin taking required minimum distributions from a traditional IRA?

• a.73
• b.75✓
• c.72
• d.70 1/2

Under SECURE 2.0, required distributions begin at age 75 for people born in 1960 or later. Age 70 1/2 was the rule before 2020, age 72 applied to people born in 1949 or 1950, and age 73 applies to people born from 1951 through 1958.Required minimum distributions

A retiree misses a required minimum distribution and corrects the shortfall within the allowed correction window. What excise tax applies to the amount not withdrawn?

• a.6%
• b.10%✓
• c.25%
• d.50%

The excise tax on a missed distribution is 25% of the shortfall, reduced to 10% when corrected within the correction window, generally two years. The 25% rate applies if the shortfall is not corrected in time. The 50% rate was the rule before 2023. The 6% figure is the excise tax on excess IRA contributions, a different penalty.Required minimum distributions

Which Roth IRA owner can take a distribution of earnings that is completely free of income tax and penalty?

• a.A 62-year-old whose first Roth contribution was six years ago✓
• b.A 62-year-old whose first Roth contribution was three years ago
• c.A 50-year-old whose first Roth contribution was ten years ago
• d.A 45-year-old using the earnings to pay college tuition

A qualified distribution needs a five-year holding period and a qualifying event such as age 59 1/2, death, disability or a first-home purchase up to $10,000. The 62-year-old with three years of history has not met the five-year test. The 50-year-old meets the five-year test but not the age or event requirement. Tuition is an exception to the 10% penalty but earnings are still taxable.Roth IRA distributions

A client converts a $50,000 pre-tax traditional IRA balance to a Roth IRA in 2026. How is the conversion taxed?

• a.The conversion is not taxed because it stays within the IRA system
• b.The $50,000 is taxed at capital gains rates with no penalty
• c.The $50,000 is added to ordinary income for 2026, with no 10% penalty✓
• d.The $50,000 is added to ordinary income and also incurs a 10% penalty

A conversion of pre-tax money is taxed as ordinary income in the year of conversion. The 10% penalty applies to early distributions, not to a conversion. Capital gains rates do not apply to IRA money. Only after-tax basis is converted tax-free.Roth conversions

Beginning in 2026, what is the annual limit on 529 plan withdrawals that can be used for elementary and secondary school tuition per beneficiary?

• a.$20,000✓
• b.$10,000
• c.$2,000
• d.$5,000

The 2025 tax legislation raised the K-12 tuition limit to $20,000 per beneficiary per year starting in 2026. The $10,000 figure was the earlier limit. The $2,000 figure is the Coverdell annual contribution limit, and $5,000 is not a 529 limit.Education savings

A grandparent makes a five-year election for a 529 plan contribution in 2026 for one grandchild. What is the largest amount that can be contributed without a taxable gift, assuming no other gifts?

• a.$190,000
• b.$95,000✓
• c.$19,000
• d.$76,000

The five-year election allows five years of annual exclusions at once: 5 x $19,000 = $95,000 for a single donor. A $19,000 amount is a single year. A $76,000 figure counts four years. A $190,000 figure is the amount for a married couple splitting gifts.Education savings

What is the lifetime limit on rollovers from a 529 plan to a Roth IRA for the same beneficiary?

• a.$35,000✓
• b.$10,000
• c.$25,000
• d.$50,000

The 529-to-Roth rollover is capped at $35,000 per beneficiary for life, the account must have been open at least 15 years, and each year's rollover cannot exceed the annual IRA contribution limit. The other amounts are not statutory limits.Education savings

What is the maximum annual contribution per beneficiary to a Coverdell education savings account?

• a.$5,000
• b.$500
• c.$10,000
• d.$2,000✓

Coverdell contributions are limited to $2,000 per beneficiary per year across all contributors, and they phase out for higher-income contributors. The $500 figure was the pre-2002 limit. Five thousand and ten thousand dollars are not Coverdell limits.Education savings

A client born in 1962 starts Social Security retirement benefits at age 62. What percentage of the full retirement age benefit will the client receive?

• a.80%
• b.60%
• c.70%✓
• d.75%

For people born in 1960 or later, full retirement age is 67, and claiming at 62 reduces the benefit by 30%, leaving 70%. The other percentages do not match the reduction formula of 5/9 of 1% per month for the first 36 months and 5/12 of 1% beyond that.Social Security

A client with a full retirement age of 67 delays claiming Social Security until age 70. The monthly benefit will be what percentage of the full retirement age benefit?

• a.124%✓
• b.132%
• c.116%
• d.108%

Delayed retirement credits add 8% per year for each year past full retirement age, up to age 70: three years x 8% = 24%, so the benefit is 124%. A 108% figure counts one year, a 116% figure counts two, and 132% would imply four years.Social Security

What is the maximum portion of Social Security benefits that can be subject to federal income tax?

• a.100%
• b.50%
• c.75%
• d.85%✓

Up to 85% of benefits may be taxable when combined income is above the upper threshold. The 50% figure is the maximum at the first threshold. Seventy-five percent is not a statutory tier. One hundred percent of benefits is never taxable.Social Security

A client needs $60,000 in two years for a home down payment and has a low tolerance for loss. Which recommendation is most suitable?

• a.A ladder of CDs and Treasury bills maturing within two years✓
• b.A 10-year investment-grade corporate bond fund
• c.A high-yield bond fund with a five-year duration
• d.A diversified fund of large-capitalization growth stocks

A short time horizon and low risk tolerance call for principal stability and maturities that line up with the date of need, which a ladder of CDs and Treasury bills provides. Growth stocks can lose value within two years. A 10-year bond fund carries substantial interest-rate risk over the period. High-yield bonds add credit risk and rate risk, which conflicts with the client's goal.Suitability

Which holding is best placed in a tax-deferred IRA instead of a taxable account?

• a.A broad-market stock index ETF with qualified dividends
• b.A growth stock the client plans to hold for decades
• c.A taxable bond fund paying ordinary-income interest✓
• d.A municipal bond fund paying tax-exempt interest

Interest from taxable bonds is taxed at ordinary rates each year, so sheltering it in an IRA saves the most. Index ETFs with qualified dividends and long-held growth stocks are already tax-efficient in a taxable account. A municipal bond fund placed in an IRA wastes its tax exemption, since IRA withdrawals are taxed as ordinary income.Asset location

An investor puts $500 into a fund each month. The prices on the three purchase dates are $10, $5 and $10. What is the investor's average cost per share?

• a.$5.00
• b.$10.00
• c.$7.50✓
• d.$8.33

The investor buys 50 + 100 + 50 = 200 shares for $1,500, an average cost of $7.50. The $8.33 figure is the simple average of the three prices, which is higher because it ignores that more shares were bought at the low price. A $5.00 figure is the lowest price. A $10.00 figure is the highest price.Dollar-cost averaging

A $500,000 portfolio has a 60% stock and 40% bond target. Stocks have grown to $350,000. How much stock should be sold to return to the target?

• a.$20,000
• b.$50,000✓
• c.$150,000
• d.$100,000

The target stock value is 60% of $500,000 = $300,000, so $350,000 - $300,000 = $50,000 must be sold and moved to bonds. A $20,000 figure is not tied to the target. A $100,000 figure would move the stock allocation to 50%. A $150,000 figure would leave stock at 40%.Portfolio rebalancing

When must a registered investment adviser deliver its Form ADV Part 2A brochure to a new advisory client?

• a.Within five business days after the first trade is placed
• b.Within 30 days after the advisory contract is signed
• c.Before or at the time the advisory contract is entered into✓
• d.Only when the client asks for a copy in writing

Rule 204-3 requires delivery of the brochure before or at the time the adviser enters into the advisory contract, so the client has it when committing. A 30-day or five-day window after signing is too late to inform the decision. Delivery is not triggered by a client request.Advisers Act Rule 204-3

An adviser's fiscal year ended December 31, and its brochure changed materially during the year. By when must it send each client an updated brochure or a summary of material changes?

• a.30 days after fiscal year-end
• b.120 days after fiscal year-end✓
• c.90 days after fiscal year-end
• d.60 days after fiscal year-end

Rule 204-3 requires annual delivery within 120 days after the end of the adviser's fiscal year when there have been material changes. The 90-day figure is the deadline for filing the annual updating amendment to Form ADV, not the client delivery deadline. The 30- and 60-day periods are not part of the rule.Advisers Act Rule 204-3

Within how many days after the end of its fiscal year must an investment adviser file its annual updating amendment to Form ADV?

• a.90 days✓
• b.120 days
• c.45 days
• d.60 days

The annual updating amendment is due within 90 days after the fiscal year-end. The 120-day period is the client brochure delivery deadline. The 45- and 60-day periods are not Form ADV deadlines.Form ADV

Under the Advisers Act books and records rule, how long must a registered adviser retain its required records?

• a.Seven years, with the first three kept at an appropriate adviser office
• b.Three years, the first one on site at the adviser's main office
• c.Five years, every one of them kept on site at the adviser
• d.Five years, the first two in an appropriate office of the adviser✓

Rule 204-2(e) requires retention for five years from the end of the fiscal year of the last entry, with the first two years in an appropriate office of the adviser. The other retention periods are not in the rule. Only the first two years must be kept in an office of the adviser, so the remaining years can be kept elsewhere.Advisers Act Rule 204-2

An SEC-registered adviser has custody of client funds. Which examination does the custody rule require?

• a.A quarterly review by the adviser's chief compliance officer
• b.A semiannual verification by the qualified custodian's auditor
• c.An annual announced audit by the SEC staff
• d.An annual surprise examination by an independent public accountant✓

Rule 206(4)-2 requires an adviser with custody to undergo a surprise examination by an independent public accountant at least once each calendar year, in addition to having a qualified custodian send quarterly account statements to clients. The adviser's own compliance officer is not independent. The SEC does not conduct annual announced audits of each adviser. The qualified custodian's auditor is not the adviser's examiner.Advisers Act Rule 206(4)-2

An investment adviser's executive makes a political contribution above the de minimis amount to a state official who can influence the choice of advisers for a public pension plan. For how long is the adviser barred from receiving compensation for advisory services to that government entity?

• a.Five years
• b.Three years
• c.One year
• d.Two years✓

The pay-to-play rule imposes a two-year time-out on compensation from the government entity after a covered contribution. One year is shorter than the rule requires. Three and five years are longer than the rule requires.Advisers Act Rule 206(4)-5

Under the pay-to-play rule, an investment adviser representative may contribute up to what amount per election to an official for whom he is entitled to vote without triggering the two-year time-out?

• a.$150
• b.$500
• c.$1,000
• d.$350✓

The de minimis exception allows $350 per election to an official for whom the contributor can vote. The $150 limit applies to an official for whom the contributor cannot vote. The $500 and $1,000 figures are not rule thresholds, and $1,000 is the Marketing Rule's limit for endorsement compensation.Advisers Act Rule 206(4)-5

Under an adviser's code of ethics, within how many days of becoming an access person must the individual submit an initial holdings report?

• a.10 days✓
• b.30 days
• c.45 days
• d.60 days

Rule 204A-1 requires an initial holdings report no later than 10 days after a person becomes an access person, with information current as of a date no more than 45 days earlier. Thirty days is the deadline for quarterly transaction reports after quarter-end. Forty-five days is the allowed age of the information. The 60-day period is not in the rule.Advisers Act Rule 204A-1

Under the Marketing Rule, an adviser pays a promoter for a client endorsement. The compensation is treated as de minimis if it totals no more than

• a.$1,000 during the preceding 12 months✓
• b.$5,000 during the preceding 12 months
• c.$500 during the preceding 12 months
• d.$1,000 during the preceding five years

Rule 206(4)-1 defines de minimis compensation as $1,000 or less (or equivalent non-cash compensation) during the preceding 12 months, and such an endorsement is exempt from the written agreement and disqualification requirements. The other amounts and periods are not in the rule.Advisers Act Rule 206(4)-1

An SEC-registered adviser may generally charge a performance-based fee to which client?

• a.Any client who has been with the adviser for five years
• b.A qualified client✓
• c.Any client who is an accredited investor
• d.Any client who gives written consent

Section 205(a)(1) prohibits performance fees except for qualified clients, as defined in Rule 205-3 by asset and net worth tests. Client consent does not overcome the prohibition. Accredited investor status uses different tests and does not automatically make a client a qualified client. Length of the relationship is not a criterion.Advisers Act Section 205

An adviser's advisory contract may not be assigned without which of the following?

• a.The client's consent✓
• b.Notice filed with the SEC
• c.The state administrator's approval
• d.The adviser's chief compliance officer's approval

Section 205(a)(2) requires an advisory contract to provide that it cannot be assigned without the client's consent, which includes a transfer of a controlling block of the adviser. Regulators do not approve assignments, and the CCO's approval is an internal matter that does not bind the client.Advisers Act Section 205

A supervised person of an SEC-registered adviser serves 100 clients. Eight are natural persons who are not qualified clients, and the rest are institutions. Is he an investment adviser representative for state registration purposes?

• a.Yes, because he works for an adviser registered with the SEC
• b.No, because retail clients are not more than 10% of his clients✓
• c.Yes, because he has more than five retail clients
• d.No, because employees of an SEC-registered adviser are always exempt

Under Rule 203A-3, a supervised person is an investment adviser representative only if he has more than five natural-person clients who are not qualified clients and those clients are more than 10% of his clients. Eight of 100 is 8%, so he fails the second part. Having more than five retail clients is necessary but not sufficient. An SEC-registered employer does not make the person an IAR, and the exemption turns on his client mix, not on the employer.Rule 203A-3

Under the Uniform Securities Act (1956), an investment adviser with no place of business in a state is excluded from the definition of investment adviser there if it has had no more than how many non-institutional clients there during the preceding 12 months?

• a.Fifteen
• b.Five✓
• c.Ten
• d.Three

Section 401(f)(6)(B) excludes an adviser with no place of business in the state that has not directed business communications into the state to more than five clients other than institutions in any 12 consecutive months. Three is stricter than the rule. Ten and fifteen exceed the limit.Uniform Securities Act (1956) s.401(f)(6)(B)

Under the Uniform Securities Act, an offer made to no more than how many persons in the state during any 12 consecutive months is exempt from registration, if other conditions are met?

• a.Fifteen
• b.Ten✓
• c.Five
• d.Thirty-five

Section 402(b)(9) exempts offers directed to not more than ten persons in the state in any 12 consecutive months, other than institutional buyers, if the seller reasonably believes the buyers are purchasing for investment and no commission is paid for soliciting. Five is the adviser client count, fifteen is not a statutory limit, and thirty-five is a Rule 506(b) figure.Uniform Securities Act Section 402

Under the Uniform Securities Act, a person who willfully violates the Act is subject to what criminal penalty?

• a.A fine of up to $5,000 and imprisonment of up to one year, both required
• b.A fine of up to $10,000, imprisonment of up to five years, or both
• c.A fine of up to $5,000, imprisonment of up to three years, or both✓
• d.A fine of up to $1,000, imprisonment of up to six months, or both

Section 409 of the 1956 Act provides for a fine of up to $5,000, imprisonment of up to three years, or both. The higher figures and the lower figures do not match the Act, and the penalty is not a mandatory combination of both.Uniform Securities Act Section 409

A broker-dealer files its registration application and the administrator takes no action and issues no denial order. When does the registration become effective?

• a.At noon on the 10th day after the application is filed
• b.Immediately when the application is filed
• c.Only after the administrator issues an order granting it
• d.At noon on the 30th day after the application is filed✓

Under the 1956 Uniform Securities Act, Section 202(a), if no denial order is in effect and no proceeding is pending under Section 204, registration becomes effective at noon on the 30th day after the application is filed, though the administrator can set an earlier date or defer it. (The 2002 Act, Section 406(c), uses the 45th day.) Registration is not automatic on filing, 10 days is not the statutory period, and an affirmative order is not required.Uniform Securities Act (1956) Section 202(a); cf. Uniform Securities Act (2002) Section 406(c)

An estate-planning attorney tells a client to sell a block of stock to fund a trust and charges only the ordinary legal fee. Under the Uniform Securities Act, the attorney is:

• a.An investment adviser, because the advice named a specific security
• b.An investment adviser, because the advice was given for compensation
• c.Excluded, because the advice was solely incidental to practicing law✓
• d.An investment adviser representative, because the client is an individual

A lawyer, accountant, engineer or teacher is excluded when advisory services are solely incidental to the practice of the profession and carry no special compensation. Naming a security or being paid does not by itself create adviser status, and the representative label applies only to people working for a registered adviser.Uniform Securities Act Section 401

A state securities administrator's authority over a federal covered investment adviser includes which of the following?

• a.Requiring a notice filing and fees, and enforcing antifraud provisions✓
• b.No authority of any kind within the state
• c.Denying the adviser's SEC registration within the state
• d.Requiring full state registration and review of its business practices

Under NSMIA, states may require notice filings and fees from federal covered advisers and retain antifraud enforcement authority. They cannot require registration or impose their own books and records and capital requirements, and they cannot deny an SEC registration. They also retain the authority to require registration of representatives with a place of business in the state.NSMIA

An investment adviser with $60 million of regulatory assets under management and no exemption from registration generally registers with which regulator?

• a.The state securities administrator in its home state✓
• b.The SEC only
• c.Neither, because advisers under $100 million are exempt
• d.Both the SEC and each state where it has clients

Mid-sized advisers, with assets between $25 million and $100 million, are generally prohibited from SEC registration and register with the state, except for certain circumstances. An adviser at $60 million is below the SEC threshold. Dual registration is not required. Advisers under $100 million are not exempt from registration; they register with the state.SEC adviser registration

A large adviser is registered with the SEC. It may remain SEC-registered until its regulatory assets under management fall below what amount?

• a.$110 million
• b.$90 million✓
• c.$100 million
• d.$75 million

The buffer rule lets an SEC-registered adviser remain registered until assets fall below $90 million, while an adviser must register with the SEC once assets reach $110 million. The $100 million figure is the upper limit for mid-sized advisers. The $75 million figure is not a threshold.SEC adviser registration

An SEC-registered adviser requires clients to prepay fees six months in advance. Above what prepayment amount per client must the adviser include an audited balance sheet in its brochure?

• a.$1,000
• b.$2,500
• c.$500
• d.$1,200✓

Item 18 of Form ADV Part 2A requires a balance sheet if the adviser requires or solicits prepayment of more than $1,200 per client six or more months in advance. The $500, $1,000 and $2,500 figures are not the Item 18 threshold.Form ADV Part 2A

Under ERISA, a plan fiduciary who handles plan funds must be bonded for at least what percentage of the funds handled?

• a.10%✓
• b.5%
• c.15%
• d.25%

ERISA Section 412 requires a fidelity bond of at least 10% of the funds handled, with a $1,000 minimum and generally a $500,000 maximum per plan. Other percentages do not match the statute.ERISA Section 412

Which ERISA section requires a plan fiduciary to diversify plan investments unless it is clearly prudent not to do so?

• a.Section 404✓
• b.Section 409
• c.Section 412
• d.Section 406

ERISA Section 404 sets the prudent person and diversification duties. Section 406 prohibits certain transactions between the plan and parties in interest. Section 409 makes fiduciaries personally liable for breaches. Section 412 covers bonding.ERISA Section 404

To obtain relief from liability under ERISA Section 404(c) for participant investment choices, a plan must offer at least how many diversified investment alternatives with materially different risk and return characteristics?

• a.Two
• b.Five
• c.Ten
• d.Three✓

The Section 404(c) regulation requires at least three diversified alternatives with materially different risk and return characteristics, and participants must be able to give investment instructions at least quarterly. Two alternatives would not give a meaningful range, and five and ten are not regulatory requirements.ERISA Section 404(c)

Under the Section 28(e) safe harbor, which product may an adviser pay for with client commissions without breaching its fiduciary duty?

• a.Travel and entertainment for the adviser's staff
• b.Rent for the adviser's office space
• c.Computer hardware used for the adviser's administration
• d.A research report used in making investment decisions✓

The 28(e) safe harbor protects the use of client commissions for brokerage and research services that assist the adviser in its investment decision-making. Rent, administrative hardware and travel and entertainment are overhead and are outside the safe harbor.Exchange Act Section 28(e)

Under the NASAA model rule on dishonest or unethical business practices, an adviser may borrow money from a client only if the client is

• a.a client's family member who knows of the risks
• b.a retired client who trusts the adviser's judgment
• c.a bank or other financial institution engaged in lending✓
• d.a client who signs a written loan agreement

The model rule prohibits borrowing from a client unless the client is a broker-dealer, an affiliate of the adviser, or a financial institution in the business of making loans. A trusting client, a signed agreement, or an informed family member does not overcome the prohibition.NASAA unethical practices

When must a registered investment adviser deliver its initial privacy notice to a new customer?

• a.Only after the customer requests one in writing
• b.No later than when the customer relationship is established✓
• c.Within 30 days after the account is opened
• d.Within 90 days after the account is funded

Regulation S-P requires the initial notice no later than the time the customer relationship is established. The 30- and 90-day windows after account opening are too late, and delivery does not depend on a customer request.Regulation S-P

An adviser manages only venture capital funds that meet every condition of SEC Rule 203(l)-1, and those funds hold $400 million in total. What is the adviser's status under the Advisers Act?

• a.It is exempt from registration and from every filing obligation, because venture capital advisers fall outside the Act altogether and file no Form ADV
• b.It is exempt from SEC registration under section 203(l) whatever the asset total, but it files reports as an exempt reporting adviser✓
• c.It must register with the SEC, because the venture capital exemption is available only while assets under management stay below $150 million
• d.It must register with the SEC, because assets above $110 million end any exemption that would otherwise apply

Section 203(l) exempts an adviser whose clients are all qualifying venture capital funds, and the exemption has no asset ceiling; what counts is whether the funds meet the Rule 203(l)-1 conditions on qualifying investments, leverage and redemption rights. The $150 million figure belongs to the separate private fund adviser exemption in section 203(m), not to this one. The $110 million figure is the registration threshold for larger advisers and does not override an exemption. The adviser is still an exempt reporting adviser and files a limited Form ADV, so it is not free of all filings.Investment Advisers Act of 1940 section 203(l); Rule 203(l)-1