[Congressional Bills 111th Congress]
[From the U.S. Government Publishing Office]
[S. 1276 Introduced in Senate (IS)]

111th CONGRESS
  1st Session
                                S. 1276

To require investment advisers to private funds, including hedge funds, 
  private equity funds, venture capital funds, and others to register 
  with the Securities and Exchange Commission, and for other purposes.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                             June 16, 2009

   Mr. Reed introduced the following bill; which was read twice and 
    referred to the Committee on Banking, Housing, and Urban Affairs

_______________________________________________________________________

                                 A BILL


 
To require investment advisers to private funds, including hedge funds, 
  private equity funds, venture capital funds, and others to register 
  with the Securities and Exchange Commission, and for other purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Private Fund Transparency Act of 
2009''.

SEC. 2. DEFINITION OF FOREIGN PRIVATE ADVISERS.

    Section 202(a) of the Investment Advisers Act of 1940 (15 U.S.C. 
80b-2(a)) is amended by adding at the end the following:
            ``(29) The term `foreign private adviser' means any 
        investment adviser who--
                    ``(A) has no place of business in the United 
                States;
                    ``(B) during the preceding 12 months has had--
                            ``(i) fewer than 15 clients in the United 
                        States; and
                            ``(ii) assets under management attributable 
                        to clients in the United States of less than 
                        $25,000,000, or such higher amount as the 
                        Commission may, by rule, deem appropriate in 
                        accordance with the purposes of this title; and
                    ``(C) neither holds itself out generally to the 
                public in the United States as an investment adviser, 
                nor acts as an investment adviser to any investment 
                company registered under the Investment Company Act of 
                1940, or a company which has elected to be a business 
                development company pursuant to section 54 of the 
                Investment Company Act of 1940, and has not withdrawn 
                its election.''.

SEC. 3. ELIMINATION OF PRIVATE ADVISER EXEMPTION; LIMITED EXEMPTION FOR 
              FOREIGN PRIVATE ADVISERS.

    Section 203(b)(3) of the Investment Advisers Act of 1940 (15 U.S.C. 
80b-3(b)(3)) is amended to read as follows:
            ``(3) any investment adviser that is a foreign private 
        adviser;''.

SEC. 4. COLLECTION OF SYSTEMIC RISK DATA; ANNUAL AND OTHER REPORTS.

    Section 204 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-
4) is amended--
            (1) in subsection (a), by adding at the end the following: 
        ``The Commission is authorized to require any investment 
        adviser registered under this title to maintain such records 
        and submit such reports as are necessary or appropriate in the 
        public interest for the supervision of systemic risk by any 
        Federal department or agency, and to provide or make available 
        to such department or agency those reports or records or the 
        information contained therein. The records of any company that, 
        but for section 3(c)(1) or 3(c)(7) of the Investment Company 
        Act of 1940, would be an investment company, to which any such 
        investment adviser provides investment advice, shall be deemed 
        to be the records of the investment adviser if such company is 
        sponsored by the investment adviser or any affiliated person of 
        the investment adviser or the investment adviser or any 
        affiliated person of the investment adviser acts as 
        underwriter, distributor, placement agent, finder, or in a 
        similar capacity for such company.''; and
            (2) adding at the end the following:
    ``(d) Confidentiality of Reports.--Notwithstanding any other 
provision of law, the Commission shall not be compelled to disclose any 
supervisory report or information contained therein required to be 
filed with the Commission under subsection (a). Nothing in this 
subsection shall authorize the Commission to withhold information from 
Congress or prevent the Commission from complying with a request for 
information from any other Federal department or agency or any self-
regulatory organization requesting the report or information for 
purposes within the scope of its jurisdiction, or complying with an 
order of a court of the United States in an action brought by the 
United States or the Commission. For purposes of section 552 of title 
5, United States Code, this subsection shall be considered a statute 
described in subsection (b)(3)(B) of such section 552.''.

SEC. 5. ELIMINATION OF PROVISION.

    Section 210 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-
10) is amended by striking subsection (c).

SEC. 6. CLARIFICATION OF RULEMAKING AUTHORITY.

    Section 211(a) of the Investment Advisers Act of 1940 (15 U.S.C. 
80b-11) is amended--
            (1) by striking the second sentence; and
            (2) by striking the period at the end of the first sentence 
        and inserting the following: ``, including rules and 
        regulations defining technical, trade, and other terms used in 
        this title. For the purposes of its rules and regulations, the 
        Commission may--
            ``(1) classify persons and matters within its jurisdiction 
        and prescribe different requirements for different classes of 
        persons or matters; and
            ``(2) ascribe different meanings to terms (including the 
        term `client') used in different sections of this title as the 
        Commission determines necessary to effect the purposes of this 
        title.''.
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