(1)

by striking (15) The term accredited investor shall mean— and inserting the following:

(15) Accredited investor

(A) In general

The term accredited investor means—;

(2)

in clause (i), by striking or at the end;

(3)

in clause (ii), by striking the period at the end and inserting ; or;

(4)

by adjusting the indentation of clauses (i) and (ii) by moving such clauses 2 ems to the right; and

(5)

by adding at the end the following:

(iii)

any natural person that the issuer reasonably believes is receiving personalized investment advice or personalized investment recommendations with respect to the applicable transaction from—

(I)

an investment adviser registered with the Commission under the Investment Advisers Act of 1940, or a supervised person of such investment adviser (as defined in section 202(a) of the Investment Advisers Act of 1940); or

(II)

a broker or dealer registered with the Commission under the Securities Exchange Act of 1934, or a natural person who is an associated person of a broker or dealer (as defined in section 3(a) of the Securities Exchange Act of 1934) acting on behalf of such broker or dealer, in each case with respect to the applicable transaction.

(B) Definitions

In subparagraph (A)(iii):

(i) Investment advice

The term investment advice shall be interpreted consistent with the phrase for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities under section 202(a)(11) of the Investment Advisers Act of 1940 (15 U.S.C. 80b–2(a)(11)).

(ii) Recommendation

The term recommendation shall be interpreted consistent with the term recommendation under section 240.15l–1 of title 17, Code of Federal Regulations.