SEC. 2. DEFINITIONS. 
Section 202(a) of the Investment Advisers Act of 
1934 (15 U.S.C. 80b–2(a)) is amended by adding at the 
end the following new paragraphs: 
‘‘(29) PRIVATE FUND.—The term ‘private fund’ 
means an investment fund that— 
‘‘(A) would be an investment company 
under section 3(a) of the Investment Company 
Act of 1940 (15 U.S.C. 80a–3(a)) but for the 
exception provided from that definition by ei-
ther section 3(c)(1) or section 3(c)(7) of such 
Act; and 
‘‘(B) either— 
‘‘(i) is organized or otherwise created 
under the laws of the United States or of 
a State; or 
‘‘(ii) has 10 percent or more of its 
outstanding securities by value owned by 
United States persons. 
‘‘(30) FOREIGN PRIVATE FUND ADVISER.—The 
term ‘foreign private fund adviser’ means an invest-
ment adviser who— 
‘‘(A) has no place of business in the 
United States; 
‘‘(B) during the preceding 12 months has 
had— 
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‘‘(i) fewer than 15 clients in the 
United States; and 
‘‘(ii) assets under management attrib-
utable 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 the public interest or 
for the protection of investors; and 
‘‘(C) neither holds itself out generally to 
the public in the United States as an invest-
ment adviser, nor acts as an investment adviser 
to any investment company registered under the 
Investment Company Act of 1940, or a com-
pany which has elected to be a business devel-
opment company pursuant to section 54 of the 
Investment Company Act of 1940 (15 U.S.C. 
80a–53) and has not withdrawn such election.’’. 
SEC. 3. ELIMINATION OF PRIVATE ADVISER EXEMPTION; 
LIMITED EXEMPTION FOR FOREIGN PRIVATE 
FUND ADVISERS; LIMITED INTRASTATE EX-
EMPTION. 
Section 203(b) of the Investment Advisers Act of 
1940 (15 U.S.C. 80b–3(b)) is amended— 
(1) in paragraph (1), by inserting ‘‘, except an 
investment adviser who acts as an investment ad-
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viser to any private fund,’’ after ‘‘any investment ad-
viser’’; 
(2) by amending paragraph (3) to read as fol-
lows: 
‘‘(3) any investment adviser that is a foreign 
private fund adviser;’’; 
(3) in paragraph (5), by striking ‘‘or’’ at the 
end; and 
(4) in paragraph (6)— 
(A) in subparagraph (A), by striking ‘‘or’’; 
(B) in subparagraph (B), by striking the 
period at the end and adding ‘‘; or’’; and 
(C) by adding at the end the following new 
subparagraph: 
‘‘(C) a private fund.’’. 
SEC. 4. COLLECTION OF SYSTEMIC RISK DATA. 
Section 204 of the Investment Advisers Act of 1940 
(15 U.S.C. 80b–4) is amended— 
(1) by redesignating subsections (b) and (c) as 
subsections (c) and (d), respectively; and 
(2) by inserting after subsection (a) the fol-
lowing new subsection: 
‘‘(b) RECORDS AND REPORTS OF PRIVATE FUNDS.— 
‘‘(1) IN GENERAL.—The Commission is author-
ized to require any investment adviser registered 
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under this Act to maintain such records of and file 
with the Commission such reports regarding private 
funds advised by the investment adviser as are nec-
essary or appropriate in the public interest and for 
the protection of investors or for the assessment of 
systemic risk as the Commission determines in con-
sultation with the Board of Governors of the Federal 
Reserve System. The Commission is authorized to 
provide or make available to the Board of Governors 
of the Federal Reserve System, and to any other en-
tity that the Commission identifies as having sys-
temic risk responsibility, those reports or records or 
the information contained therein. The records and 
reports of any private fund, to which any such in-
vestment adviser provides investment advice, main-
tained or filed by an investment adviser registered 
under this Act, shall be deemed to be the records 
and reports of the investment adviser. 
‘‘(2) REQUIRED
INFORMATION.—The records 
and reports required to be maintained or filed with 
the Commission under this subsection shall include, 
for each private fund advised by the investment ad-
viser— 
‘‘(A) the amount of assets under manage-
ment; 
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‘‘(B) the use of leverage (including off-bal-
ance sheet leverage); 
‘‘(C) counterparty credit risk exposures; 
‘‘(D) trading and investment positions; 
‘‘(E) trading practices; and 
‘‘(F) such other information as the Com-
mission, in consultation with the Board of Gov-
ernors of the Federal Reserve System, deter-
mines necessary or appropriate in the public in-
terest and for the protection of investors or for 
the assessment of systemic risk. 
‘‘(3) OPTIONAL INFORMATION.—The Commis-
sion may require the reporting of such additional in-
formation from private fund advisers as the Com-
mission determines necessary. In making such deter-
mination, the Commission may set different report-
ing requirements for different classes of private fund 
advisers, based on the particular types or sizes of 
private funds advised by such advisers. 
‘‘(4) MAINTENANCE OF RECORDS.—An invest-
ment adviser registered under this Act is required to 
maintain and keep such records of private funds ad-
vised by the investment adviser for such period or 
periods as the Commission, by rule or regulation, 
may prescribe as necessary or appropriate in the 
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public interest and for the protection of investors or 
for the assessment of systemic risk. 
‘‘(5) EXAMINATION OF RECORDS.— 
‘‘(A) PERIODIC
AND
SPECIAL
EXAMINA-
TIONS.—All records of a private fund main-
tained by an investment adviser registered 
under this Act shall be subject at any time and 
from time to time to such periodic, special, and 
other examinations by the Commission, or any 
member or representative thereof, as the Com-
mission may prescribe. 
‘‘(B) AVAILABILITY OF RECORDS.—An in-
vestment adviser registered under this Act shall 
make available to the Commission or its rep-
resentatives any copies or extracts from such 
records as may be prepared without undue ef-
fort, expense, or delay as the Commission or its 
representatives may reasonably request. 
‘‘(6) INFORMATION SHARING.—The Commission 
shall make available to the Board of Governors of 
the Federal Reserve System, and to any other entity 
that the Commission identifies as having systemic 
risk responsibility, copies of all reports, documents, 
records, and information filed with or provided to 
the Commission by an investment adviser under this 
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subsection as the Board, or such other entity, may 
consider necessary for the purpose of assessing the 
systemic risk of a private fund. All such reports, 
documents, records, and information obtained by the 
Board, or such other entity, from the Commission 
under this subsection shall be kept confidential. 
‘‘(7) DISCLOSURES OF CERTAIN PRIVATE FUND 
INFORMATION.—An investment adviser registered 
under this Act shall provide such reports, records, 
and other documents to investors, prospective inves-
tors, counterparties, and creditors, of any private 
fund advised by the investment adviser as the Com-
mission, by rule or regulation, may prescribe as nec-
essary or appropriate in the public interest and for 
the protection of investors or for the assessment of 
systemic risk. 
‘‘(8) CONFIDENTIALITY
OF
REPORTS.—Not-
withstanding any other provision of law, the Com-
mission shall not be compelled to disclose any report 
or information contained therein required to be filed 
with the Commission under this subsection. Nothing 
in this paragraph shall authorize the Commission to 
withhold information from the Congress or prevent 
the Commission from complying with a request for 
information from any other Federal department or 
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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 pur-
poses of section 552 of title 5, United States Code, 
this paragraph shall be considered a statute de-
scribed in subsection (b)(3)(B) of such section.’’. 
SEC. 5. ELIMINATION OF DISCLOSURE PROVISION. 
Section 210 of the Investment Advisers Act of 1940 
(15 U.S.C. 80b–10) is amended by striking subsection (c). 
SEC. 6. EXEMPTION OF AND REPORTING BY VENTURE CAP-
ITAL FUND ADVISERS. 
Section 203 of the Investment Advisers Act of 1940 
(15 U.S.C. 80b–3) is amended by adding at the end the 
following new subsection: 
‘‘(l) EXEMPTION OF AND REPORTING BY VENTURE 
CAPITAL FUND ADVISERS.—The Commission shall iden-
tify and define the term ‘venture capital fund’ and shall 
provide an adviser to such a fund an exemption from the 
registration requirements under this section. The Commis-
sion shall require such advisers to maintain such records 
and provide to the Commission such annual or other re-
ports as the Commission determines necessary or appro-
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priate in the public interest or for the protection of inves-
tors.’’. 
SEC. 7. CLARIFICATION OF RULEMAKING AUTHORITY. 
Section 211 of the Investment Advisers Act of 1940 
(15 U.S.C. 80b–11) is amended— 
(1) by amending subsection (a) to read as fol-
lows: 
‘‘(a) The Commission shall have authority from time 
to time to make, issue, amend, and rescind such rules and 
regulations and such orders as are necessary or appro-
priate to the exercise of the functions and powers con-
ferred upon the Commission elsewhere in this title, includ-
ing 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 ju-
risdiction based upon, but not limited to— 
‘‘(A) size; 
‘‘(B) scope; 
‘‘(C) business model; 
‘‘(D) compensation scheme; or 
‘‘(E) potential to create or increase sys-
temic risk; 
‘‘(2) prescribe different requirements for dif-
ferent classes of persons or matters; and 
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‘‘(3) ascribe different meanings to terms (in-
cluding the term ‘client’) used in different sections 
of this title as the Commission determines necessary 
to effect the purposes of this title.’’; and 
(2) by adding at the end the following new sub-
section: 
‘‘(e) The Commission and the Commodity Futures 
Trading Commission shall, after consultation with the 
Board of Governors of the Federal Reserve System, within 
6 months after the date of enactment of the Private Fund 
Investment Advisers Registration Act of 2009, jointly pro-
mulgate rules to establish the form and content of the re-
ports required to be filed with the Commission under sec-
tions 203(i) and 204(b) and with the Commodity Futures 
Trading Commission by investment advisers that are reg-
istered both under the Investment Advisers Act of 1940 
(15 U.S.C. 80b–1 et seq.) and the Commodity Exchange 
Act (7 U.S.C. 1 et seq.).’’. 
Æ 
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