(a) A single client or a single person for purposes of section 359-eee(a)(5) shall mean:

1. (1) a natural person, and:

   1. (i) any minor child of the natural person;
   2. (ii) any relative, spouse, or relative of the spouse of the natural person who has the same principal residence;
   3. (iii) all accounts of which the natural person and/or the persons referred to in this paragraph are the only primary beneficiaries; and

   4. (iv) all trusts of which the natural person and/or the persons referred to in this paragraph are the only primary beneficiaries;

      (2)

   5. (i) a corporation, general partnership, limited partnership, limited liability company, trust (other than a trust referred to in subparagraph (1)(iv) of this subdivision, or other legal organization (any of which are referred to hereinafter as a "legal organization") that receives investment advice based on its investment objectives rather than the individual investment objectives of its shareholders, partners, limited partners, members or beneficiaries (any of which are referred to hereinafter as an owner); and
   6. (ii) two or more legal organizations referred to in subparagraph (i) of this paragraph that have identical owners;

2. (3) special rules. For purposes of this section:

   1. (i) an owner must be counted as a client if the investment adviser provides investment advisory services to the owner separate and apart from the investment advisory services provided to the legal organization, provided, however, that the determination that an owner is a client will not affect the applicability of this section with regard to any other owner;
   2. (ii) an owner need not be counted as a client of an investment adviser solely because the investment adviser, on behalf of the legal organization, offers, promotes, or sells interests in the legal organization to the owner, or reports periodically to the owners as a group solely with respect to the performance of or plans for the legal organization's assets or similar matters;
   3. (iii) a limited partnership or limited liability company is a client of any general partner, managing member or other person acting as investment adviser to the partnership or limited liability company; and
   4. (iv) any person for whom an investment adviser provides investment advisory services without compensation need not be counted as a client.

(c) Financial institution shall mean:

1. (1) a bank as defined under General Business Law section 359-e(l)(e); or

2. (2) credit union, or similar institution that is organized or chartered under the laws of a State or of the United States, authorized to receive deposits, and supervised and examined by an official or agency of a State or the United States if its deposits or share accounts are insured by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund, or a successor authorized by Federal law. The term does not include:

   1. (i) an insurance company or other organization primarily engaged in the business of insurance;
   2. (ii) a Morris Plan bank; or
   3. (iii) an industrial loan company.

(e) Institutional buyer shall mean any of the following, whether acting for itself or for others in a fiduciary capacity:

1. (1) a depository institution or international banking institution;
2. (2) an insurance company;
3. (3) a separate account of an insurance company;
4. (4) an investment company as defined in the Investment Company Act of 1940 (15 U.S.C.A. section 80a-3);
5. (5) a broker-dealer registered under the Securities Exchange Act of 1934;
6. (6) an employee pension, profit-sharing, or benefit plan if the plan has total assets in excess of $10,000,000 or its investment decisions are made by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974 (ERISA) (29 U.S.C. section 1102[a]), that is a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, an investment adviser registered under this Act, a depository institution, or an insurance company;
7. (7) a plan established and maintained by a state, a political subdivision of a state, or an agency or instrumentality of a state or a political subdivision of a State for the benefit of its employees, if the plan has total assets in excess of $10,000,000 or its investment decisions are made by a duty designated public official or by a named fiduciary, as defined in ERISA (29 U.S.C. section 1102[a]), that is a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, an investment adviser registered under this Act, a depository institution, or an insurance company;
8. (8) a trust, if it has total assets in excess of $10,000,000, its trustee is a depository institution, and its participants are exclusively members of plans of the types identified in paragraph (6) or (7) of this subdivision, regardless of size of assets, except a trust that includes as participants self-directed individual retirement accounts or similar self-directed plans;
9. (9) an organization described in section 501(c)(3) of the Internal Revenue Code (26 USC section 501[c][3]), a corporation, Massachusetts or similar business trust, limited liability company, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $10,000,000;
10. (10) a small business investment company licensed by the Small Business Administration under section 301(c) of the Small Business Investment Act of 1958 (15 USC section 681[c]) with total assets in excess of $10,000,000;
11. (11) a private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940 (15 USC section 80b-2[a][22]) with total assets in excess of $10,000,000;
12. (12) a federally covered investment adviser acting for its own account;
13. (13) a qualified institutional buyer as defined in rule 144A(a)(1) (17 CFR 230.144A[a][1]), other than rule 144A(a)(1)(H) (17 CFR 230.144A[a][1][H]), adopted under the Securities Act of 1933; or
14. (14) a major United States institutional investor as defined in rule 15a-6(b)(4)(i) (17 CFR 240.15a-6[b][4][i]) adopted under the Securities Exchange Act of 1934.

(g) Investment adviser representative shall mean a natural person who represents:

1. (1) an investment adviser or solicitor in performing any of the acts that define an investment adviser under GBL section 359-eee(1)(a); or
2. (2) a Federally covered investment adviser from a place of business in the State and who satisfies the requirements of Rule 203A-3 (17 CFR section 275.203A-3) adopted under the Investment Advisers Act of 1940.