Page 202

124 STAT. 1576 PUBLIC LAW 111–203—JULY 21, 2010

(A) natural persons who, at the time of their applicable
investment, are officers, directors, or employees of the
family office who—
Deadline. (i) have invested with the family office before
January 1, 2010; and
(ii) are accredited investors, as defined in Regula-
tion D of the Commission (or any successor thereto)
under the Securities Act of 1933, or, as the Commission
may prescribe by rule, the successors-in-interest
thereto;
(B) any company owned exclusively and controlled by
members of the family of the family office, or as the
Commission may prescribe by rule;
(C) any investment adviser registered under the Invest-
ment Adviser Act of 1940 that provides investment advice
to the family office and who identifies investment
opportunities to the family office, and invests in such trans-
actions on substantially the same terms as the family office
invests, but does not invest in other funds advised by
the family office, and whose assets as to which the family
office directly or indirectly provides investment advice rep-
resent, in the aggregate, not more than 5 percent of the
value of the total assets as to which the family office
provides investment advice.
(c) ANTIFRAUD AUTHORITY.—A family office that would not be
a family office, but for subsection (b)(3), shall be deemed to be
an investment adviser for the purposes of paragraphs (1), (2) and
(4) of section 206 of the Investment Advisers Act of 1940.

SEC. 410. STATE AND FEDERAL RESPONSIBILITIES; ASSET THRESHOLD
FOR FEDERAL REGISTRATION OF INVESTMENT ADVISERS.
Section 203A(a) of the of the Investment Advisers Act of 1940
(15 U.S.C. 80b–3a(a)) is amended—
(1) by redesignating paragraph (2) as paragraph (3); and
(2) by inserting after paragraph (1) the following:
‘‘(2) TREATMENT OF MID-SIZED INVESTMENT ADVISERS.—
‘‘(A) IN GENERAL.—No investment adviser described
in subparagraph (B) shall register under section 203, unless
the investment adviser is an adviser to an investment
company registered under the Investment Company Act
of 1940, or a company which has elected to be a business
development company pursuant to section 54 of the Invest-
ment Company Act of 1940, and has not withdrawn the
election, except that, if by effect of this paragraph an
investment adviser would be required to register with 15
or more States, then the adviser may register under section
203.
‘‘(B) COVERED PERSONS.—An investment adviser
described in this subparagraph is an investment adviser
that—
‘‘(i) is required to be registered as an investment
adviser with the securities commissioner (or any
agency or office performing like functions) of the State
in which it maintains its principal office and place

LAWS of business and, if registered, would be subject to exam- ination as an investment adviser by any such commis- sioner, agency, or office; andPUBLIC with on anorris VerDate Nov 24 2008 12:15 Aug 04, 2010 Jkt 089139 PO 00203 Frm 00202 Fmt 6580 Sfmt 6581 E:\PUBLAW\PUBL203.111 APPS06 PsN: PUBL203