A person or firm is required to register with the Commission if he or it is:

• an "investment adviser" under Section 202(a)(11) of the Advisers Act;

• not excepted from the definition of investment adviser by Section 202(a)(11)(A) through (E) of the Advisers Act;

• not exempt from Commission registration under Section 203(b) of the Advisers Act; and

• not prohibited from Commission registration by Section 203A of the Advisers Act.