[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[S. 3562 Introduced in Senate (IS)]
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119th CONGRESS
1st Session
S. 3562
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
December 18, 2025
Mr. Scott of Florida (for himself and Mr. Fetterman) 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.
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 ``Disclosing Investments in Foreign
Adversaries Act of 2025''.
SEC. 2. ENHANCED DISCLOSURE REQUIREMENTS FOR ADVISERS OF PRIVATE FUNDS.
Section 204 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-
4) is amended by adding at the end the following:
``(g) Enhanced Disclosure Requirements for Advisers of Private
Funds.--
``(1) Definitions.--In this subsection:
``(A) Country of concern.--The term `country of
concern'--
``(i) has the meaning given the term
`covered nation' in section 4872(f) of title
10, United States Code; and
``(ii) includes a jurisdiction that the
Commission, in consultation with the Secretary
of State and the Secretary of the Treasury,
determines to be subject to the political and
legal control of a covered nation, as defined
in section 4872(f) of title 10, United States
Code.
``(B) Covered investment adviser.--The term
`covered investment adviser' means--
``(i) an investment adviser required to
register with the Commission that, together
with all related persons, has at least
$150,000,000 in private fund assets under
management; and
``(ii) an investment adviser relying on the
exemption from registration provided under
subsection (l) or (m) of section 203.
``(C) Private fund asset.--With respect to an
investment adviser, the term `private fund asset' means
an asset under management by the investment adviser
that is attributable to a private fund.
``(D) Related person.--The term `related person'
has the meaning given that term in the form described
in section 279.1 of title 17, Code of Federal
Regulations, as in effect on the date of enactment of
this subsection.
``(2) Reporting requirements.--
``(A) In general.--Each covered investment adviser
shall file an annual report with the Commission stating
the total private fund assets in countries of concern
attributable to the private funds advised by the
covered investment adviser, which shall be broken down
by the percentage of those assets in each country of
concern.
``(B) Application.--For the purposes of
subparagraph (A), the Commission shall determine
whether a private fund asset is in a country of concern
based on--
``(i) the amount of capital that is
invested in an entity (including a subsidiary
of an entity)--
``(I) that has a physical presence
or employees in that country of
concern; or
``(II) the plurality of the sales
of which are from that country of
concern; and
``(ii) the proportion of the total assets
and liabilities of an entity described in
clause (i) that are located in that country of
concern.
``(3) Reporting by commission.--
``(A) Publicly available reports.--Not later than 1
year after the date of enactment of this subsection,
and not less frequently than annually thereafter, the
Commission shall prepare and make publicly available a
report containing a list of covered investment advisers
that, for the period covered by the report, have
disclosed to the Commission more than 0 private fund
assets in at least 1 country of concern.
``(B) Additional requirements.--Each report
prepared and made available by the Commission under
subparagraph (A) shall--
``(i) be aggregated by a covered investment
adviser; and
``(ii) include the percentage of private
fund assets disclosed by a covered investment
adviser, as applicable.''.
SEC. 3. EXEMPTED TRANSACTIONS.
The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is
amended by inserting after section 13A (15 U.S.C. 78m-1) the following:
``SEC. 13B. DISCLOSURE REQUIREMENTS RELATING TO CERTAIN EXEMPTED
TRANSACTIONS.
``(a) Definitions.--In this section:
``(1) Beneficial owner.--The term `beneficial owner' means
a person that is determined to be a beneficial owner under
section 240.13d-3 of title 17, Code of Federal Regulations, or
any successor regulation.
``(2) Country of concern.--The term `country of concern'--
``(A) has the meaning given the term `covered
nation' in section 4872(f) of title 10, United States
Code; and
``(B) includes a jurisdiction that the Commission,
in consultation with the Secretary of State and the
Secretary of the Treasury, determines to be subject to
the political and legal control of a covered nation, as
defined in section 4872(f) of title 10, United States
Code.
``(3) Covered exempted transaction.--The term `covered
exempted transaction' means an offer or sale of a security that
is--
``(A) exempted under section 4 of the Securities
Act of 1933 (15 U.S.C. 77d); and
``(B) structured or intended to comply with--
``(i) section 230.506(b) of title 17, Code
of Federal regulations, or any successor
regulation;
``(ii) sections 230.901, 230.902, and
230.903 of title 17, Code of Federal
Regulations, or any successor regulations; or
``(iii) section 230.144A of title 17, Code
of Federal Regulations, or any successor
regulation.
``(b) Requirement.--
``(1) In general.--Notwithstanding any other provision of
law, in the case of an issuer that conducts a covered exempted
transaction described in paragraph (2), that issuer shall
provide to the Commission, at such time and in such manner as
the Commission may prescribe, the following information:
``(A) The identity of the issuer.
``(B) The place of incorporation of the issuer.
``(C) Whether the issuer is associated with at
least 1 consolidated entity, the plurality of the
assets of which are in a country of concern.
``(D) Whether the issuer is associated with at
least 1 consolidated entity that is incorporated in a
country of concern.
``(E) The amount of securities sold pursuant to the
covered exempted transaction and the net proceeds to
the issuer.
``(F) The beneficial owners of the issuer.
``(G) The intended use of the proceeds from the
covered exempted transaction, including each country in
which the issuer intends to invest those proceeds,
which shall be broken down by the percentage of net
proceeds by industry within each such country.
``(H) The exemption the issuer relies on with
respect to the covered exempted transaction.
``(2) Particular covered exempted transaction described.--A
covered exempted transaction described in this paragraph is,
with respect to the issuer offering or selling the security
that is the subject of the covered exempted transaction, either
of the following instances:
``(A) An offer or sale of securities in an amount
that is not less than $25,000,000.
``(B) An offer or sale of a security such that the
offer or sale, together with all covered exempted
transactions by that issuer during the 1-year period
preceding the date on which the issuer offers or sells
the security, constitutes offers or sales in the
aggregate of an amount that is not less than
$50,000,000.
``(c) Authority To Revise and Promulgate Rules, Regulations, and
Forms.--The Commission shall, for the protection of investors and fair
and orderly markets--
``(1) revise and issue such rules, regulations, and forms
as may be necessary to carry out this section; and
``(2) issue rules to set conditions that limit the future
use of covered exempted transactions for issuers that do not
comply with the disclosure requirements of this section.
``(d) Applicability.--This section shall apply with respect to any
covered exempted transaction that occurs on or after the date that is 1
year after the date of enactment of this section.
``(e) Reports.--The Commission shall, on a quarterly basis, prepare
and make publicly available a report that includes all information
submitted by an issuer under this section during the quarter covered by
the report, if that issuer--
``(1) is--
``(A) incorporated in a country of concern; or
``(B) incorporated outside of a country of concern
and is associated with at least 1 consolidated entity--
``(i) the plurality of the assets of which
are in a country of concern; or
``(ii) that is incorporated in a country of
concern; or
``(2) discloses in a filing made pursuant to this section
that the issuer intends to invest the proceeds from a covered
exempted transaction in a country of concern.''.
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