An investment adviser opens a small office in State Q and, during its first year, takes on only two clients who reside in State Q. Regarding State Q registration, the adviser:

Giải thích

The de minimis exemption requires that the adviser have no place of business in the state; the client count is a second condition, not a substitute for the first. Once an office exists in the state, registration is required even with a single client. Institutional clients would, if anything, make an exemption easier to reach rather than harder.