Extract to table

("Quillen" or the "Company"), a Delaware C-corporation headquartered at 88 Garrison Street, Floor 4, Boston, MA 02116 (EIN 93-4817265), is required to register as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act," 15 U

An investment adviser with assets under management ("AUM") in excess of certain thresholds is required to register with the SEC; smaller advisers may be required to register with state securities regulators

All three prongs must be satisfied for a person to fall within the definition of "investment adviser

However, the compensation must be received for the advisory services — that is, there must be a nexus between the compensation and the provision of advice or analytical reports

" However, even under this broader reading, the remaining prongs of the three-prong test (business prong and compensation prong) must still be satisfied, and, as discussed below, we believe they are not

The SEC has interpreted this prong broadly, but the compensation must be received for the advisory activity — there must be a nexus between the compensation and the provision of advice