'The De Minimis' exemption means an investment adviser is exempt from registration if they have five or fewer clients over a 12-month period with a physical address.
Section 403 of the Uniform Securities Act specifically states, "a person without a place of business in this state if the person has had, during the preceding 12 months, not more than five clients that are resident in this state". In addition, in the comments portion of the act, it states, "Section 403(b)(2) is consistent with the National Securities Markets Improvement Act of 1996 which prohibits a state from regulating an investment adviser that does not have a place of business in this state and had fewer than six clients who were state residents during the preceding 12 months." Either way, the act is saying FIVE clients or LESS. Note: The exam may use the phrase "five or fewer".