Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

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

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1. 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 section Rule 203(b)(3)-1, unless such owner is your advisory firm or a person described in paragraph (d)(1)(iii) of section Rule 205-3.
   
   
2. 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.
   
   
3. 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 sections 203, 204, 206(1) and 206(2).

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