; (ii) $15,000 in market value of the securities of the issuer for at least 2 years; or (iii) $25,000 in market value of the securities of the issuer for at least 1 year. (9) Director The term director means, with respect to an issuer, a member of the board of directors of the issuer. (10) Investment adviser; private fund The terms investment adviser and private fund have the meanings given the terms in section 202 of the Investment Advisers Act of 1940 ( 15 U.S.C. 80b–2 ). (11) Investment company The term investment company has the meaning given the term in section 3 of the Investment Company Act of 1940 ( 15 U.S.C. 80a–3 ). (12) Issuer The term issuer means an issuer with a class of securities registered pursuant to section 12. (13) Nonpecuniary investment entity The term nonpecuniary investment entity means— (A) any investment company or private fund that invests, reinvests, or trades, or proposes to invest, reinvest, or trade in, or that exercises any control right with respect to any security primarily on a basis that is facially unrelated to the pecuniary interest of any beneficiary of the company or fund for which the activity occurs with respect to the security; (B) any investment advisor that provides any advice that is not a charitable contribution— (i) that is for compensation; and (ii) the basis for which is primarily unrelated to the pecuniary interest of the party receiving the advice; (C) any entity that engages in activism with respect to issuers to which section 14 applies for which the primary basis of the activism is facially unrelated to the pecuniary interest of the issuers to which the activism is directed, including— (i) nominating candidates for election as directors of those issuers; or (ii) making shareholder proposals pursuant to that section