Summary

Requires large private‑fund investment advisers to file annual reports with the SEC disclosing any private fund assets located in or tied to defined “countries of concern,” and directs the SEC to publish an annual list and aggregated percentages. Also creates new disclosure rules under the securities laws for certain large exempt private securities transactions (those using Regulation D, Regulation S, or Rule 144A) to identify beneficial owners and connections to those same countries of concern, with the SEC authorized to treat jurisdictions controlled by those countries as covered.

• Large private‑fund advisers with $150M+ in private fund assets must annually report holdings in "countries of concern."
• The SEC must publish a list, within one year and annually thereafter, of advisers reporting any private fund assets in those countries and aggregate percentages by adviser.
• The bill adopts the 10 U.S.C. 4872(f) definition of "country of concern" and allows inclusion of jurisdictions politically or legally controlled by such countries.
• New Exchange Act disclosure rules apply to certain exempt private securities transactions relying on Regulation D, Regulation S, or Rule 144A, including beneficial‑owner identification tied to covered countries.
• The SEC is given authority (with Treasury/State consultation for some aspects) to implement location tests and to treat controlled jurisdictions as covered nations.
• Implementation details (forms, enforcement, and reporting mechanics) are delegated to the SEC and may require additional rulemaking.
• Targets transparency and national‑security oversight of private capital flows and private securities transactions linked to foreign adversary jurisdictions.
• Likely raises compliance costs and data‑collection burdens for impacted advisers and private issuers, and may raise confidentiality/privacy concerns for some investors.