DEFINITIONS.

SEC. 402. DEFINITIONS.(a) Investment Advisers Act of 1940 Definitions.—Section 202(a) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–2(a)) is amended by adding at the end the following:“(29) The term ‘private fund’ means an issuer that would be an investment company, as defined in section 3 of the Investment Company Act of 1940 (15 U.S.C. 80a–3), but for section 3(c)(1) or 3(c)(7) of that Act.“(30) The term ‘foreign private adviser’ means any investment adviser who—“(A) has no place of business in the United States;“(B) has, in total, fewer than 15 clients and investors in the United States in private funds advised by the investment adviser;“(C) has aggregate assets under management attributable to clients in the United States and investors in the United States in private funds advised by the investment adviser of less than $25,000,000, or such higher amount as the Commission may, by rule, deem appropriate in accordance with the purposes of this title; and“(D) neither—“(i) holds itself out generally to the public in the United States as an investment adviser; nor“(ii) acts as—“(I) an investment adviser to any investment company registered under the Investment Company Act of 1940; or“(II) a company that has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 (15 U.S.C. 80a–53), and has not withdrawn its election.”.(b) Other Definitions.—As used in this title, the terms “investment adviser” and “private fund” have the same meanings as in section 202 of the Investment Advisers Act of 1940, as amended by this title.124 STAT. 1571