(a) Advising a person on investments (other than as the investment adviser
of a mutual fund) where the advice
(i) is given to the person in his capacity as an investor, or a potential
investor, or in his capacity as agent for an investor or potential
investor; and
(ii) concerns the merits of the investor, or a potential investor, doing
any of the following (whether as principal or agent):
(A) buying, selling, subscribing for or underwriting a particular
investment; or
(B) exercising any right conferred by an investment to acquire,
sell, subscribe for, underwrite or convert an investment.
(b) Acting as the investment adviser of a mutual fund.