Rule 203(b)(3)-2 - Methods of counting clients in certain private funds.

(a) For purposes of Section 203(b)(3) of the Act, you must count as clients the shareholders, limited partners, members, or beneficiaries (any of which are referred to hereinafter as an “owner”) of a private fund as defined in paragraph (d) of Rule 203(b)(3)-1, unless such owner is your advisory firm or a person described in paragraph (d)(1)(iii) of Rule 205-3.

(b) If you provide investment advisory services to a private fund in which an investment company registered under the Investment Company Act of 1940 is, directly or indirectly, an owner, you must count the owners of that investment company as clients for purposes of Section 203(b)(3) of the Act.

(c) If you have your principal office and place of business outside the United States, you may treat a private fund that is organized or incorporated under the laws of a country other than the United States as your client for all purposes under the Act, other than Section 203, Section 204, Section 206(1) and Section 206(2).

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