II 

118TH CONGRESS 

1ST SESSION S. 3286 

To require the Securities and Exchange Commission to amend the rules 

of the Commission relating to disclosures by advisers of private funds, 

and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

NOVEMBER 9, 2023 

Mr. CASEY (for himself and Mr. SCOTT of Florida) introduced the following 

bill; which was read twice and referred to the Committee on Banking, 

Housing, and Urban Affairs 

A BILL 

To require the Securities and Exchange Commission to 

amend the rules of the Commission relating to disclosures by advisers of private funds, and for other purposes. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Disclosing Investments 

5 in Foreign Adversaries Act of 2023’’. 

6 SEC. 2. DEFINITIONS. 

7 In this Act: 


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1 (1) COMMISSION.—The term ‘‘Commission’’ 

2 means the Securities and Exchange Commission. 

3 (2) COUNTRY OF CONCERN.—The term ‘‘coun4 try of concern’’— 

5 (A) has the meaning given the term ‘‘cov6 ered nation’’ in section 4872(d) of title 10, 

7 United States Code; and 

8 (B) includes a jurisdiction that the Com9 mission, in consultation with the Secretary of 

10 State and the Secretary of the Treasury, deter11 mines to be subject to the political and legal 

12 control of a covered nation, as defined in sec13 tion 4872(d) of title 10, United States Code. 

14 (3) COVERED ENTITY.—The term ‘‘covered en15 tity’’ means an entity or person that is required to 

16 file Form PF. 

17 (4) EXEMPT REPORTING ADVISER.—The term 

18 ‘‘exempt reporting adviser’’ means an investment ad19 viser described in section 275.204–4(a) of title 17, 

20 Code of Federal Regulations, or any successor regu21 lation. 

22 (5) FORM ADV.—The term ‘‘Form ADV’’ 

23 means the form described in section 279.1 of title 

24 17, Code of Federal Regulations, or any successor 

25 regulation. 


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1 (6) FORM PF.—The term ‘‘Form PF’’ means 

2 the form described in section 279.9 of title 17, Code 

3 of Federal Regulations, or any successor regulation. 

4 (7) PRIVATE FUND.—The term ‘‘private fund’’ 

5 has the meaning given the term in section 202(a) of 

6 the Investment Advisers Act of 1940 (15 U.S.C. 

7 80b–2(a)). 

8 (8) PRIVATE FUND ASSETS.—The term ‘‘private 

9 fund assets’’ has the meaning given the term in sec10 tion 275.204(b)–1 of title 17, Code of Federal Regu11 lations, or any successor regulation. 

12 SEC. 3. ENHANCED DISCLOSURE REQUIREMENTS FOR AD13 VISERS OF PRIVATE FUNDS. 

14 (a) REQUIREMENTS.— 

15 (1) IN GENERAL.—Not later than 1 year after 

16 the date of enactment of this Act, the Commission 

17 shall amend Form PF and Form ADV, and the 

18 rules of the Commission governing the submission of 

19 Form PF and Form ADV, to, subject to paragraph 

20 (2), require each covered entity and each exempt re21 porting adviser to annually disclose when submitting 

22 Form PF or Form ADV, respectively, the total pri23 vate fund assets in countries of concern attributable 

24 to the private funds advised by the covered entity or 

25 exempt reporting adviser, as applicable, which shall 


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1 be broken down by the percentage of those assets in 

2 each country of concern. 

3 (2) APPLICATION.—For the purposes of para4 graph (1), the Commission shall determine whether 

5 a private fund asset is in a country of concern based 

6 on— 

7 (A) the amount of capital that is invested 

8 in an entity (including a subsidiary of an enti9 ty)— 

10 (i) that has a physical presence or em11 ployees in that country of concern; or 

12 (ii) the plurality of the sales of which 

13 are from that country of concern; and 

14 (B) the proportion of the total assets and 

15 liabilities of an entity described in subpara16 graph (A) that are located in that country of 

17 concern. 

18 (b) REPORTING BY COMMISSION.— 

19 (1) PUBLICLY AVAILABLE REPORTS.— 

20 (A) IN GENERAL.—Not later than 1 year 

21 after the date on which the Commission makes 

22 the amendments required under subsection (a), 

23 and not less frequently than annually there24 after, the Commission shall prepare and make 

25 publicly available a report containing a list of 


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1 covered entities and exempt reporting advisers 

2 that, for the period covered by the report, have 

3 disclosed more than 0 private fund assets under 

4 Form PF or Form ADV (as amended pursuant 

5 to that subsection) in at least 1 country of con6 cern, which shall be aggregated by the covered 

7 entity or exempt reporting adviser making that 

8 disclosure. 

9 (B) ADDITIONAL REQUIREMENTS.—Each 

10 report prepared and made available by the 

11 Commission under subparagraph (A) shall— 

12 (i) be aggregated by covered entity or 

13 exempt reporting adviser; and 

14 (ii) include the percentage of private 

15 fund assets disclosed by a covered entity or 

16 exempt reporting adviser, as applicable. 

17 (2) RULE OF CONSTRUCTION.—Nothing in this 

18 subsection may be construed to permit the Commis19 sion to make available any information that appears 

20 on Form PF or Form ADV other than the informa21 tion that is included on Form PF or Form ADV as 

22 a result of the requirements under subsection (a). 


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1 SEC. 4. EXEMPTED TRANSACTIONS. 

2 (a) IN GENERAL.—The Securities Exchange Act of 

3 1934 (15 U.S.C. 78a et seq.) is amended by inserting after 

4 section 13A (15 U.S.C. 78m–1) the following: 

5 ‘‘SEC. 13B. DISCLOSURE REQUIREMENTS RELATING TO 

6 CERTAIN EXEMPTED TRANSACTIONS. 

7 ‘‘(a) DEFINITIONS.—In this section: 

8 ‘‘(1) BENEFICIAL OWNER.—The term ‘bene9 ficial owner’ means a person that is determined to 

10 be a beneficial owner under section 240.13d–3 of 

11 title 17, Code of Federal Regulations, or any suc12 cessor regulation. 

13 ‘‘(2) COUNTRY OF CONCERN.—The term ‘coun14 try of concern’— 

15 ‘‘(A) has the meaning given the term ‘cov16 ered nation’ in section 4872(d) of title 10, 

17 United States Code; and 

18 ‘‘(B) includes a jurisdiction that the Com19 mission, in consultation with the Secretary of 

20 State and the Secretary of the Treasury, deter21 mines to be subject to the political and legal 

22 control of a covered nation, as defined in sec23 tion 4872(d) of title 10, United States Code. 

24 ‘‘(3) COVERED EXEMPTED TRANSACTION.—The 

25 term ‘covered exempted transaction’ means an offer 

26 or sale of a security that is— 


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1 ‘‘(A) exempt from registration under sec2 tion 5 of the Securities Act of 1933 (15 U.S.C. 

3 77e); and 

4 ‘‘(B) structured or intended to comply 

5 with— 

6 ‘‘(i) section 230.506(b) of title 17, 

7 Code of Federal regulations, or any suc8 cessor regulation; 

9 ‘‘(ii) sections 230.901, 230.902, and 

10 230.903 of title 17, Code of Federal Regu11 lations, or any successor regulations; or 

12 ‘‘(iii) section 230.144A of title 17, 

13 Code of Federal Regulations, or any suc14 cessor regulation. 

15 ‘‘(b) REQUIREMENT.— 

16 ‘‘(1) IN GENERAL.—Notwithstanding any other 

17 provision of law, in the case of an issuer that con18 ducts a covered exempted transaction described in 

19 paragraph (2), that issuer shall provide to the Com20 mission, at such time and in such manner as the 

21 Commission may prescribe, the following informa22 tion: 

23 ‘‘(A) The identity of the issuer. 

24 ‘‘(B) The place of incorporation of the 

25 issuer. 


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1 ‘‘(C) Whether the issuer is associated with 

2 at least 1 consolidated entity, the plurality of 

3 the assets of which are in a country of concern. 

4 ‘‘(D) Whether the issuer is associated with 

5 at least 1 consolidated entity that is incor6 porated in a country of concern. 

7 ‘‘(E) The amount of securities sold pursu8 ant to the covered exempted transaction and 

9 the net proceeds to the issuer. 

10 ‘‘(F) The beneficial owners of the issuer. 

11 ‘‘(G) The intended use of the proceeds 

12 from the covered exempted transaction, includ13 ing each country in which the issuer intends to 

14 invest those proceeds, which shall be broken 

15 down by the percentage of net proceeds by in16 dustry within each such country. 

17 ‘‘(H) The exemption the issuer relies on 

18 with respect to the covered exempted trans19 action. 

20 ‘‘(2) PARTICULAR COVERED EXEMPTED TRANS21 ACTION DESCRIBED.—A covered exempted trans22 action described in this paragraph is, with respect to 

23 the issuer offering or selling the security that is the 

24 subject of the covered exempted transaction, either 

25 of the following instances: 


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1 ‘‘(A) An offer or sale of securities in an 

2 amount that is not less than $25,000,000. 

3 ‘‘(B) An offer or sale of a security such 

4 that the offer or sale, together with all covered 

5 exempted transactions by that issuer during the 

6 1-year period preceding the date on which the 

7 issuer offers or sells the security, constitutes of8 fers or sales in the aggregate of an amount that 

9 is not less than $50,000,000. 

10 ‘‘(c) AUTHORITY TO REVISE AND PROMULGATE

11 RULES, REGULATIONS, AND FORMS.—The Commission 

12 shall, for the protection of investors and fair and orderly 

13 markets— 

14 ‘‘(1) revise and issue such rules, regulations, 

15 and forms as may be necessary to carry out this sec16 tion; and 

17 ‘‘(2) issue rules to set conditions that limit the 

18 future use of covered exempted transactions for 

19 issuers that do not comply with the disclosure re20 quirements of this section. 

21 ‘‘(d) APPLICABILITY.—This section shall apply with 

22 respect to any covered exempted transaction that occurs 

23 on or after the date that is 1 year after the date of enact24 ment of this section. 


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1 ‘‘(e) REPORTS.—The Commission shall, on a quar2 terly basis, prepare and make publicly available a report 

3 that includes all information submitted by an issuer under 

4 this section during the quarter covered by the report, if 

5 that issuer— 

6 ‘‘(1) is— 

7 ‘‘(A) incorporated in a country of concern; 

8 or 

9 ‘‘(B) incorporated outside of a country of 

10 concern and is associated with at least 1 con11 solidated entity— 

12 ‘‘(i) the plurality of the assets of 

13 which are in a country of concern; or 

14 ‘‘(ii) that is incorporated in a country 

15 of concern; or 

16 ‘‘(2) discloses in a filing made pursuant to this 

17 section that the issuer intends to invest the proceeds 

18 from a covered exempted transaction in a country of 

19 concern.’’. 

Æ 


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