H.R. 4129

119th CONGRESS 1st Session

To amend the Investment Advisers Act of 1940 to provide an exemption from the registration requirements under that Act to certain advisers of private funds, and for other purposes.

IN THE HOUSE OF REPRESENTATIVES · June 25, 2025 · Sponsor: Mr. Garbarino · Committee: Committee on Financial Services

Table of contents

• H.R. 4129
  • SEC. 1. Short title
  • SEC. 2. Exemption
  • SEC. 3. Reporting for smaller advisers

SEC. 1. Short title

• This Act may be cited as the Tailoring for Main Street’s Investors Act.

SEC. 2. Exemption

• Section 203 of the Investment Advisers Act of 1940 () is amended by adding at the end the following: 15 U.S.C. 80b–3
  • (o) Exemption from registration for certain private fund advisers
    • (1) In general
      • The Commission shall provide an exemption from the registration requirements under this section to any investment adviser of private funds, if—
        • the investment adviser acts solely as an investment adviser to private funds and has assets under management in the United States of less than $5,000,000,000;
        • each of the investors in each such private fund is—
          • (i) a qualified purchaser, as defined in section 2(a) of the Investment Company Act of 1940 (); 15 U.S.C. 80a–2(a)
          • (ii) an accredited investor, as defined in section 230.501(a) of title 17, Code of Federal Regulations, or any successor regulation; or
          • (iii) an investment professional that is licensed by a national securities association registered pursuant to section 15A(a) of the Securities Exchange Act of 1934 (), if the Commission determines that the inclusion of such investment professionals would be appropriate; and 15 U.S.C. 78o–3
        • none of those private funds offers any investor of the private fund redemption or similar liquidity rights, except in extraordinary circumstances.
    • (2) Reporting
      • The Commission shall require investment advisers exempted by reason of this subsection to maintain such records and provide to the Commission every 2 years such reports as the Commission determines necessary or appropriate in the public interest or for the protection of investors, except that the requirements under this paragraph shall be no greater, and no more burdensome, than those under subsection (m)(2).

SEC. 3. Reporting for smaller advisers

• (a) Definitions
  • In this section:
    • The term Commission means the Securities and Exchange Commission.
    • The term covered entity means an entity that is required to submit Form ADV.
    • The term Form ADV means the form described in section 279.1 of title 17, Code of Federal Regulations, or any successor regulation.
• (b) Frequency of filing
  • Notwithstanding any other provision of law or regulation, beginning on the date of enactment of this Act, a covered entity that has less than $1,000,000,000 in assets, as of the last day of the most recent fiscal year of the entity, shall be required to file Form ADV with the Commission not more frequently than once every 2 years.
• (c) Short form
  • Not later than 280 days after the date of enactment of this Act, the Commission shall develop a short form version of Form ADV that a covered entity that has less than $1,000,000,000 in assets, as of the last day of the most recent fiscal year of the entity, may use to file Form ADV with the Commission.