; or (bb) matters that may substantially affect the rights or privileges of the holders of the security to be voted; and (II) is otherwise precluded from voting without instruction; and (C) does not include— (i) a person that holds an economic interest solely to secure a debt if that person does not exercise any voting other governance rights with respect to the interest; or (ii) a person that is not an insider with respect to a control person. (9) Insider The term insider means any— (A) director of a corporation; (B) officer of a corporation; (C) managing agent of a corporation; (D) control person with respect to a corporation; (E) affiliate of a corporation; (F) consultant or contractor retained by a corporation; (G) affiliate, relative, or agent of a person described in any of subparagraphs (A) through (E); and (H) affiliate, relative, or agent of a person described in subparagraph (G). (10) Investment adviser The term investment adviser has the meaning given the term in section 202(a) of the Investment Advisers Act of 1940 ( 15 U.S.C. 80b–2(a) ). (11) Issuer The term issuer has the meaning given the term in section 3(a) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78c(a) ). (12) National securities exchange The term national securities exchange means an exchange that is registered as a national securities exchange under section 6 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78f ). (13) Private fund Except as otherwise expressly provided, the term private fund — (A) means a company or partnership that— (i) would be considered an investment company under section 3 of the Investment Company Act of 1940 ( 15 U.S.C. 80a–3 ) but for the application of paragraph (1) or (7) of subsection (c) of such section 3; (ii) directly or through an affiliate, acts as a control person; and (iii) is not a venture capital fund, as defined in section 275.203(l)–1 of title 17, Code of Federal Regulations, as in effect on the date of enactment of this Act