Florida Senate - 2023                          SENATOR AMENDMENT
       Bill No. CS for SB 180
       
       
       
       
       
       
                                Ì511822|Î511822                         
       
                              LEGISLATIVE ACTION                        
                    Senate             .             House              
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                Floor: 1/AD/2R         .                                
             04/28/2023 10:17 AM       .                                
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       Senator Gruters moved the following:
       
    1         Senate Amendment (with directory and title amendments)
    2  
    3         Between lines 972 and 973
    4  insert:
    5         (22)(a)As used in this subsection, the term:
    6         1.“Advisory affiliate” has the same meaning as in the
    7  Glossary of Terms to Form ADV, the uniform application for
    8  investment adviser registration, 17 C.F.R. s. 279.1.
    9         2.“Exempt reporting adviser” has the same meaning as in
   10  the Glossary of Terms to Form ADV, the uniform application for
   11  investment adviser registration, 17 C.F.R. s. 279.1.
   12         3.“Private fund adviser” means an investment adviser who
   13  provides advice to solely one or more qualifying private funds.
   14         4.“Qualifying private fund” means:
   15         a.A private fund that meets the definition of the term
   16  “qualifying private fund” in the Securities and Exchange
   17  Commission Rule 203(m)-1, 17 C.F.R. s. 275.203(m)-1;
   18         b.A private fund that meets the definition of the term
   19  “venture capital fund” in the Securities and Exchange Commission
   20  Rule 203(l)-1, 17 C.F.R. s. 275.203(l)-1; or
   21         c.A “venture capital operating company” as defined in 29
   22  C.F.R. s. 2510.3-101(d) adopted by the United States Department
   23  of Labor under the Employee Retirement Income Security Act of
   24  1974.
   25         5.“3(c)(1) fund” means a qualifying private fund that is
   26  eligible for the exclusion from the definition of the term
   27  “investment company” under s. 3(c)(1) of the Investment Company
   28  Act of 1940, 15 U.S.C. s. 80a-3(c)(1), as amended.
   29         (b)Subject to the additional requirements of paragraph
   30  (c), a private fund adviser is exempt from the registration
   31  requirements of this section if the private fund adviser
   32  satisfies the following conditions:
   33         1.Neither the private fund adviser nor any of its advisory
   34  affiliates are subject to an event that would disqualify an
   35  issuer under Securities and Exchange Commission Rule 506(d)(1)
   36  of Regulation D, 17 C.F.R. s. 230.506(d)(1); and
   37         2.The private fund adviser files with the office each
   38  report and amendment thereto that an exempt reporting adviser is
   39  required to file with the Securities and Exchange Commission
   40  pursuant to the Securities and Exchange Commission Rule 204-4,
   41  17 C.F.R. s. 275.204-4.
   42         (c)In order to qualify for the exemption from the
   43  registration requirements of this section, a private fund
   44  adviser who advises at least one (3)(c)(1) fund that is not a
   45  venture capital fund shall, in addition to satisfying the
   46  conditions specified in subparagraphs (b)1. and 2., comply with
   47  the following requirements:
   48         1.The private fund adviser shall advise only those 3(c)(1)
   49  funds, other than venture capital funds, whose outstanding
   50  securities, other than short-term paper, are beneficially owned
   51  entirely by accredited investors; and
   52         2.At the time of purchase, the private fund adviser shall
   53  disclose the following in writing to each beneficial owner of a
   54  3(c)(1) fund that is not a venture capital fund:
   55         a.All services, if any, to be provided to individual
   56  beneficial owners;
   57         b.All duties, if any, the investment adviser owes to the
   58  beneficial owners; and
   59         c.Any other material information affecting the rights or
   60  responsibilities of the beneficial owners.
   61         (d)If a private fund adviser is registered with the
   62  Securities and Exchange Commission, the adviser is not eligible
   63  for the exemption from the registration requirements of this
   64  section and shall comply with the notice filing requirements
   65  applicable to federal covered advisers in s. 517.1201.
   66         (e)A person is exempt from the registration requirements
   67  of this section if the person is employed by or associated with
   68  an investment adviser that is exempt from registration and does
   69  not otherwise act as an associated person of an investment
   70  adviser or federal covered adviser.
   71         (f)The report filings and the amendments thereto described
   72  in subparagraph (b)2. shall be made electronically through the
   73  Investment Adviser Registration Depository of the Financial
   74  Industry Regulatory Authority. A report is deemed filed with the
   75  office when the report has been filed and accepted by the
   76  depository on the office’s behalf.
   77  
   78  ====== D I R E C T O R Y  C L A U S E  A M E N D M E N T ======
   79  And the directory clause is amended as follows:
   80         Delete lines 707 - 711
   81  and insert:
   82  (21), respectively, subsection (1), present subsections (2) and
   83  (3), paragraph (b) of present subsection (6), present
   84  subsections (7) and (11), paragraph (b) of present subsection
   85  (15), and present subsections (20) and (21) of that section are
   86  amended, and a new subsection (22) is added to that section, to
   87  read:
   88  
   89  ================= T I T L E  A M E N D M E N T ================
   90  And the title is amended as follows:
   91         Delete line 29
   92  and insert:
   93         made by the act; making technical changes; providing
   94         definitions; providing exemptions from registration
   95         requirements for private fund advisers under certain
   96         conditions; providing exceptions; providing
   97         requirements for certain private fund advisers;
   98         providing reporting requirements; creating s.