Section 203 - Registration of Investment Advisers

(a) Except as provided in subsection (b) and section 203A, it shall be unlawful for any investment adviser, unless registered under this section, to make use of the mails or any means or instrumentality of interstate commerce in connection with his or its business as an investment adviser.

(b) The provisions of subsection (a) shall not apply to—

(1) any investment adviser, other than an investment ad­viser who acts as an investment adviser to any private fund, all of whose clients are residents of the State within which such investment adviser maintains his or its principal office and place of business, and who does not furnish advice or issue analyses or reports with respect to securities listed or admitted to unlisted trading privileges on any national securities ex­ change;

(2) any investment adviser whose only clients are insur­ance companies;

(3) any investment adviser that is a foreign private ad­viser;

(4) any investment adviser that is a charitable organiza­tion, as defined in section 3(c)(10)(D) of the Investment Com­pany Act of 1940, or is a trustee, director, officer, employee, or volunteer of such a charitable organization acting within the scope of such person’s employment or duties with such organi­zation, whose advice, analyses, or reports are provided only to one or more of the following:

(A) any such charitable organization;

(B) a fund that is excluded from the definition of an investment company under section 3(c)(10)(B) of the In­vestment Company Act of 1940; or

(C) a trust or other donative instrument described in section 3(c)(10)(B) of the Investment Company Act of 1940, or the trustees, administrators, settlors (or potential set­tlors), or beneficiaries of any such trust or other instru­ment;

(5) any plan described in Section 414(e) of the Internal Revenue Code of 1986, any person or entity eligible to establish and maintain such a plan under the Internal Revenue Code of 1986, or any trustee, director, officer, or employee of or volunteer for any such plan or person, if such person or entity, act­ing in such capacity, provides investment advice exclusively to, or with respect to, any plan, person, or entity or any company, account, or fund that is excluded from the definition of an in­vestment company under section 3(c)(14) of the Investment Company Act of 1940;

(6)(A) any investment adviser that is registered with the Commodity Futures Trading Commission as a commodity trading advisor whose business does not consist primarily of acting as an investment adviser, as defined in section 202(a)(11) of this title, and that does not act as an investment adviser to— (i) an investment company registered under title I of this Act; or

(ii) a company which has elected to be a business de­velopment company pursuant to section 54 of title I of this Act and has not withdrawn its election; or

(B) any investment adviser that is registered with the Com­modity Futures Trading Commission as a commodity trading advi­sor and advises a private fund, provided that, if after the date of enactment of the Private Fund Investment Advisers Registration Act of 2010, the business of the advisor should become predomi­nately the provision of securities-related advice, then such adviser shall register with the Commission.

(7) any investment adviser, other than any entity that has elected to be regulated or is regulated as a business develop­ment company pursuant to section 54 of the Investment Com­pany Act of 1940 (15 U.S.C. 80a-54), who solely advises—

(A) small business investment companies that are li­censees under the Small Business Investment Act of 1958;

(B) entities that have received from the Small Busi­ ness Administration notice to proceed to qualify for a li­ cense as a small business investment company under the Small Business Investment Act of 1958, which notice or li­cense has not been revoked; or

(C) applicants that are affiliated with 1 or more li­censed small business investment companies described in subparagraph (A) and that have applied for another li­cense under the Small Business Investment Act of 1958, which application remains pending.

(c)(1) An investment adviser, or any person who presently con­templates becoming an investment adviser, may be registered by filing with the Commission an application for registration in such form and containing such of the following information and docu­ments as the Commission, by rule, may prescribe as necessary or appropriate in the public interest or for the protection of investors:

(A) the name and form of organization under which the in­ vestment adviser engages or intends to engage in business; the name of the State or other sovereign power under which such investment adviser is organized; the location of his or its principal office, principal place of business, and branch offices, if any; the names and addresses of his or its partners, officers, directors, and persons performing similar functions or, if such an investment adviser be an individual, of such individual; and the number of his or its employees;

(B) the education, the business affiliations for the past ten years, and the present business affiliations of such investment adviser and of his or its partners, officers, directors, and per­sons performing similar functions and of any controlling person thereof;

(C) the nature of the business of such investment adviser, including the manner of giving advice and rendering analyses or reports;

(D) a balance sheet certified by an independent public ac­countant and other financial statements (which shall, as the Commission specifies, be certified);

(E) the nature and scope of the authority of such invest­ment adviser with respect to clients’ funds and accounts;

(F) the basis or bases upon which such investment adviser is compensated;

(G) whether such investment adviser, or any person associ­ated with such investment adviser, is subject to any disquali­fication which would be a basis for denial, suspension, or rev­ocation of registration of such investment adviser under the provisions of subsection (e) of this section; and

(H) a statement as to whether the principal business of such investment adviser consists or is to consist of acting as investment adviser and a statement as to whether a substan­tial part of the business of such investment adviser, consists or is to consist of rendering investment supervisory services.

(2) Within forty-five days of the date of the filing of such appli­cation (or within such longer period as to which the applicant con­sents) the Commission shall—

(A) by order grant such registration; or

(B) institute proceedings to determine whether registration should be denied. Such proceedings shall include notice of the grounds for denial under consideration and opportunity for hearing and shall be concluded within one hundred twenty days of the date of the filing of the application for registration. At the conclusion of such proceedings the Commission, by order, shall grant or deny such registration. The Commission may extend the time for conclusion of such proceedings for up to ninety days if it finds good cause for such extension and publishes its reasons for so finding or for such longer period as to which the applicant consents. The Commission shall grant such registration if the Commission finds that the requirements of this section are satisfied and that the applicant is not prohibited from registering as an investment adviser under section 203A. The Commission shall deny such reg­istration if it does not make such a finding or if it finds that if the applicant were so registered, its registration would be subject to suspension or revocation under subsection (e) of this section.

(d) Any provision of this title (other than subsection (a) of this section) which prohibits any act, practice, or course of business if the mails or any means or instrumentality of interstate commerce are used in connection therewith shall also prohibit any such act, practice, or course of business by any investment adviser registered pursuant to this section or any person acting on behalf of such an investment adviser, irrespective of any use of the mails or any means or instrumentality of interstate commerce in connection therewith.

(e) The Commission, by order, shall censure, place limitations on the activities, functions, or operations of, suspend for a period not exceeding twelve months, or revoke the registration of any investment adviser if it finds, on the record after notice and oppor­tunity for hearing, that such censure, placing of limitations, suspension, or revocation is in the public interest and that such in­ vestment adviser, or any person associated with such investment adviser, whether prior to or subsequent to becoming so associated—

(1) has willfully made or caused to be made in any applica­tion for registration or report required to be filed with the Commission under this title, or in any proceeding before the Commission with respect to registration, any statement which was at the time and in the light of the circumstances under which it was made false or misleading with respect to any ma­terial fact, or has omitted to state in any such application or report any material fact which is required to be stated therein.

(2) has been convicted within ten years preceding the filing of any application for registration or at any time thereafter of any felony or misdemeanor or of a substantially equivalent crime by a foreign court of competent jurisdiction which the Commission finds—

(A) involves the purchase or sale of any security, the taking of a false oath, the making of a false report, brib­ery, perjury, burglary, any substantially equivalent activ­ity however denominated by the laws of the relevant for­eign government, or conspiracy to commit any such of­fense;

(B) arises out of the conduct of the business of a broker, dealer, municipal securities dealer, investment ad­viser, bank, insurance company, government securities broker, government securities dealer, fiduciary, transfer agent, credit rating agency, foreign person performing a function substantially equivalent to any of the above, or entity or person required to be registered under the Com­modity Exchange Act or any substantially equivalent stat­ ute or regulation;

(C) involves the larceny, theft, robbery, extortion, for­gery, counterfeiting, fraudulent concealment, embezzle­ment, fraudulent conversion, or misappropriation of funds or securities or substantially equivalent activity however denominated by the laws of the relevant foreign govern­ment; or

(D) involves the violation of section 152, 1341, 1342, or 1343 or chapter 25 or 47 of title 18, United States Code, or a violation of substantially equivalent foreign statute. (3) has been convicted during the 10-year period preceding the date of filing of any application for registration, or at any time thereafter, of—

(A) any crime that is punishable by imprisonment for 1 or more years, and that is not described in paragraph (2); or

(B) a substantially equivalent crime by a foreign court of competent jurisdiction.

(4) is permanently or temporarily enjoined by order, judg­ment, or decree of any court of competent jurisdiction, includ­ing any foreign court of competent jurisdiction, from acting as an investment adviser, underwriter, broker, dealer, municipal securities dealer, government securities broker, government se­curities dealer, transfer agent, credit rating agency, foreign person performing a function substantially equivalent to any of the above, or entity or person required to be registered under the Commodity Exchange Act or any substantially equivalent statute or regulation, or as an affiliated person or employee of any investment company, bank, insurance company, foreign entity substantially equivalent to any of the above, or entity or person required to be registered under the Commodity Ex­change Act or any substantially equivalent statute or regula­tion, or from engaging in or continuing any conduct or practice in connection with any such activity, or in connection with the purchase or sale of any security.

(5) has willfully violated any provision of the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, this title, the Commodity Exchange Act, or the rules or regulations under any such statutes or any rule of the Municipal Securities Rulemaking Board, or is unable to comply with any such provision.

(6) has willfully aided, abetted, counseled, commanded, in­duced, or procured the violation by any other person of any provision of the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, this title, the Commodity Exchange Act, the rules or regulations under any of such statutes, or the rules of the Municipal Securities Rulemaking Board, or has failed reasonably to supervise, with a view to preventing violations of the provisions of such stat­utes, rules, and regulations, another person who commits such a violation, if such other person is subject to his supervision. For the purposes of this paragraph no person shall be deemed to have failed reasonably to supervise any person, if—

(A) there have been established procedures, and a sys­tem for applying such procedures, which would reasonably be expected to prevent and detect, insofar as practicable, any such violation by such other person, and

(B) such person has reasonably discharged the duties and obligations incumbent upon him by reason of such pro­cedures and system without reasonable cause to believe that such procedures and system were not being complied with.

(7) is subject to any order of the Commission barring or suspending the right of the person to be associated with an in­ vestment adviser;

(8) has been found by a foreign financial regulatory au­thority to have—

(A) made or caused to be made in any application for registration or report required to be filed with a foreign se­curities authority, or in any proceeding before a foreign se­curities authority with respect to registration, any state­ment that was at the time and in light of the cir­cumstances under which it was made false or misleading with respect to any material fact, or has omitted to state in any application or report to a foreign securities author­ity any material fact that is required to be stated therein;

(B) violated any foreign statute or regulation regard­ ing transactions in securities or contracts of sale of a com­modity for future delivery traded on or subject to the rules of a contract market or any board of trade; or

(C) aided, abetted, counseled, commanded, induced, or procured the violation by any other person of any foreign statute or regulation regarding transactions in securities or contracts of sale of a commodity for future delivery trad­ed on or subject to the rules of a contract market or any board of trade, or has been found, by the foreign financial regulatory authority, to have failed reasonably to supervise, with a view to preventing violations of statu­tory provisions, and rules and regulations promulgated thereunder, another person who commits such a violation, if such other person is subject to his supervision; or

(9) is subject to any final order of a State securities com­ mission (or any agency or officer performing like functions), State authority that supervises or examines banks, savings as­sociations, or credit unions, State insurance commission (or any agency or office performing like functions), an appropriate Federal banking agency (as defined in section 3 of the Federal Deposit Insurance Act (12 U.S.C. 1813(q))), or the National Credit Union Administration, that—

(A) bars such person from association with an entity regulated by such commission, authority, agency, or offi­cer, or from engaging in the business of securities, insur­ance, banking, savings association activities, or credit union activities; or

(B) constitutes a final order based on violations of any laws or regulations that prohibit fraudulent, manipulative, or deceptive conduct.  (f) The Commission, by order, shall censure or place limitations on the activities of any person associated, seeking to become associ­ated, or, at the time of the alleged misconduct, associated or seek­ ing to become associated with an investment adviser, or suspend for a period not exceeding 12 months or bar any such person from being associated with an investment adviser, broker, dealer, munic­ipal securities dealer, municipal advisor, transfer agent, or nation­ ally recognized statistical rating organization, if the Commission finds, on the record after notice and opportunity for hearing, that such censure, placing of limitations, suspension, or bar is in the public interest and that such person has committed or omitted any act or omission enumerated in paragraph (1), (5), (6), (8), or (9) of subsection (e) or has been convicted of any offense specified in paragraph (2) or (3) of subsection (e) within ten years of the com­mencement of the proceedings under this subsection, or is enjoined from any action, conduct, or practice specified in paragraph (4) of subsection (e). It shall be unlawful for any person as to whom such an order suspending or barring him from being associated with an investment adviser is in effect willfully to become, or to be, associated with an investment adviser without the consent of the Com­ mission, and it shall be unlawful for any investment adviser to per­mit such a person to become, or remain, a person associated with him without the consent of the Commission, if such investment adviser knew, or in the exercise of reasonable care, should have known, of such order.

(g) Any successor to the business of an investment adviser reg­istered under this section shall be deemed likewise registered here­ under, if within thirty days from its succession to such business it shall file an application for registration under this section, unless and until the Commission, pursuant to subsection (c) or subsection (e) of this section, shall deny registration to or revoke or suspend the registration of such successor.

(h) Any person registered under this section may, upon such terms and conditions as the Commission finds necessary in the public interest or for the protection of investors, withdraw from registration by filing a written notice of withdrawal with the Com­ mission. If the Commission finds that any person registered under this section, or who has pending an application for registration filed under this section, is no longer in existence, is not engaged in business as an investment adviser, or is prohibited from reg­istering as an investment adviser under section 203A, the Commis­sion shall by order cancel the registration of such person.

(i) MONEY PENALTIES IN ADMINISTRATIVE PROCEEDINGS. — (1) AUTHORITY OF COMMISSION.

(A) IN GENERAL. — In any proceeding instituted pursu­ant to subsection (e) or (f) against any person, the Com­mission may impose a civil penalty if it finds, on the record after notice and opportunity for hearing, that such penalty is in the public interest and that such person—

(i) has willfully violated any provision of the Secu­rities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, or this title, or the rules or regulations thereunder;

(ii) has willfully aided, abetted, counseled, com­manded, induced, or procured such a violation by any other person;

(iii) has willfully made or caused to be made in any application for registration or report required to be filed with the Commission under this title, or in any proceeding before the Commission with respect to registration, any statement which was, at the time and in the light of the circumstances under which it was made, false or misleading with respect to any ma­terial fact, or has omitted to state in any such applica­tion or report any material fact which was required to be stated therein; or

(iv) has failed reasonably to supervise, within the meaning of subsection (e)(6), with a view to preventing violations of the provisions of this title and the rules and regulations thereunder, another person who com­mits such a violation, if such other person is subject to his supervision;

(B) CEASE-AND-DESIST PROCEEDINGS. — In any pro­ceeding instituted pursuant to subsection (k) against any person, the Commission may impose a civil penalty if the Commission finds, on the record, after notice and oppor­tunity for hearing, that such person—

(i) is violating or has violated any provision of this title, or any rule or regulation issued under this title; or

(ii) is or was a cause of the violation of any provi­sion of this title, or any rule or regulation issued under this title.

(2) MAXIMUM AMOUNT OF PENALTY.

(A) FIRST TIER. — The maximum amount of penalty for each act or omission described in paragraph (1) shall be $5,000 for a natural person or $50,000 for any other per­ son.

(B) SECOND TIER. — Notwithstanding subparagraph (A), the maximum amount of penalty for each such act or omis­sion shall be $50,000 for a natural person or $250,000 for any other person if the act or omission described in para­ graph (1) involved fraud, deceit, manipulation, or delib­erate or reckless disregard of a regulatory requirement.

(C) THIRD TIER. — Notwithstanding subparagraphs (A) and (B), the maximum amount of penalty for each such act or omission shall be $100,000 for a natural person or $500,000 for any other person if—

(i) the act or omission described in paragraph (1) involved fraud, deceit, manipulation, or deliberate or reckless disregard of a regulatory requirement; and

(ii) such act or omission directly or indirectly re­sulted in substantial losses or created a significant risk of substantial losses to other persons or resulted in substantial pecuniary gain to the person who com­mitted the act or omission.

(3) DETERMINATION OF PUBLIC INTEREST. — In considering under this section whether a penalty is in the public interest, the Commission may consider—

(A) whether the act or omission for which such penalty is assessed involved fraud, deceit, manipulation, or delib­erate or reckless disregard of a regulatory requirement;

(B) the harm to other persons resulting either directly or indirectly from such act or omission;

(C) the extent to which any person was unjustly en­riched, taking into account any restitution made to persons injured by such behavior;

(D) whether such person previously has been found by the Commission, another appropriate regulatory agency, or a self- regulatory organization to have violated the Federal securities laws, State securities laws, or the rules of a self- regulatory organization, has been enjoined by a court of competent jurisdiction from violations of such laws or rules, or has been convicted by a court of competent juris­diction of violations of such laws or of any felony or mis­ demeanor described in section 203(e)(2) of this title;

(E) the need to deter such person and other persons from committing such acts or omissions; and

(F) such other matters as justice may require.

(4) EVIDENCE CONCERNING ABILITY TO PAY. — In any pro­ceeding in which the Commission may impose a penalty under this section, a respondent may present evidence of the respond­ent’s ability to pay such penalty. The Commission may, in its discretion, consider such evidence in determining whether such penalty is in the public interest. Such evidence may relate to the extent of such person’s ability to continue in business and the collectability of a penalty, taking into account any other claims of the United States or third parties upon such person’s assets and the amount of such person’s assets.

(j) AUTHORITY TO ENTER AN ORDER REQUIRING AN ACCOUNTING AND DISGORGEMENT. — In any proceeding in which the Commis­sion may impose a penalty under this section, the Commission may enter an order requiring accounting and disgorgement, including reasonable interest. The Commission is authorized to adopt rules, regulations, and orders concerning payments to investors, rates of interest, periods of accrual, and such other matters as it deems ap­propriate to implement this subsection.

(k) CEASE-AND-DESIST PROCEEDINGS.

(1) AUTHORITY OF THE COMMISSION. — If the Commission finds, after notice and opportunity for hearing, that any person is violating, has violated, or is about to violate any provision of this title, or any rule or regulation thereunder, the Commis­sion may publish its findings and enter an order requiring such person, and any other person that is, was, or would be a cause of the violation, due to an act or omission the person knew or should have known would contribute to such violation, to cease and desist from committing or causing such violation and any future violation of the same provision, rule, or regula­tion. Such order may, in addition to requiring a person to cease and desist from committing or causing a violation, require such person to comply, or to take steps to effect compliance, with such provision, rule, or regulation, upon such terms and condi­tions and within such time as the Commission may specify in such order. Any such order may, as the Commission deems ap­propriate, require future compliance or steps to effect future compliance, either permanently or for such period of time as the Commission may specify, with such provision, rule, or reg­ulation with respect to any security, any issuer, or any other person.

(2) HEARING. — The notice instituting proceedings pursuant to paragraph (1) shall fix a hearing date not earlier than 30 days nor later than 60 days after service of the notice unless an earlier or a later date is set by the Commission with the consent of any respondent so served.

(3) TEMPORARY ORDER.

(A) IN GENERAL. — Whenever the Commission deter­ mines that the alleged violation or threatened violation specified in the notice instituting proceedings pursuant to paragraph (1), or the continuation thereof, is likely to re­sult in significant dissipation or conversion of assets, sig­nificant harm to investors, or substantial harm to the pub­ lic interest, including, but not limited to, losses to the Se­curities Investor Protection Corporation, prior to the com­pletion of the proceedings, the Commission may enter a temporary order requiring the respondent to cease and de­sist from the violation or threatened violation and to take such action to prevent the violation or threatened violation and to prevent dissipation or conversion of assets, signifi­cant harm to investors, or substantial harm to the public interest as the Commission deems appropriate pending completion of such proceedings. Such an order shall be en­tered only after notice and opportunity for a hearing, un­ less the Commission, notwithstanding section 211(c) of this title, determines that notice and hearing prior to entry would be impracticable or contrary to the public interest. A temporary order shall become effective upon service upon the respondent and, unless set aside, limited, or sus­pended by the Commission or a court of competent juris­diction, shall remain effective and enforceable pending the completion of the proceedings.

(B) APPLICABILITY. — This paragraph shall apply only to a respondent that acts, or, at the time of the alleged misconduct acted, as a broker, dealer, investment adviser, investment company, municipal securities dealer, govern­ment securities broker, government securities dealer, or transfer agent, or is, or was at the time of the alleged mis­ conduct, an associated person of, or a person seeking to be­ come associated with, any of the foregoing.

(4) REVIEW OF TEMPORARY ORDERS.

(A) COMMISSION REVIEW. — At any time after the re­spondent has been served with a temporary cease-and-de­sist order pursuant to paragraph (3), the respondent may apply to the Commission to have the order set aside, lim­ited, or suspended. If the respondent has been served with a temporary cease-and-desist order entered without a prior Commission hearing, the respondent may, within 10 days after the date on which the order was served, request a hearing on such application and the Commission shall hold a hearing and render a decision on such application at the earliest possible time.

(B) JUDICIAL REVIEW. — Within —

(i) 10 days after the date the respondent was served with a temporary cease-and-desist order en­tered with a prior Commission hearing, or

(ii) 10 days after the Commission renders a deci­ sion on an application and hearing under subpara­graph (A), with respect to any temporary cease-and­ desist order entered without a prior Commission hear­ing, the respondent may apply to the United States district court for the district in which the respondent resides or has its principal office or place of business, or for the Dis­trict of Columbia, for an order setting aside, limiting, or suspending the effectiveness or enforcement of the order, and the court shall have jurisdiction to enter such an order. A respondent served with a temporary cease-and-de­sist order entered without a prior Commission hearing may not apply to the court except after hearing and deci­ sion by the Commission on the respondent’s application under subparagraph (A) of this paragraph.

(C) NO AUTOMATIC STAY OF TEMPORARY ORDER. — The commencement of proceedings under subparagraph (B) of this paragraph shall not, unless specifically ordered by the court, operate as a stay of the Commission’s order.

(D) EXCLUSIVE REVIEW. — Section 213 of this title shall not apply to a temporary order entered pursuant to this section.

(5) AUTHORITY TO ENTER AN ORDER REQUIRING AN ACCOUNTING AND DISGORGEMENT. — In any cease-and-desist pro­ceeding under paragraph (1), the Commission may enter an order requiring accounting and disgorgement, including rea­sonable interest. The Commission is authorized to adopt rules, regulations, and orders concerning payments to investors, rates of interest, periods of accrual, and such other matters as it deems appropriate to implement this subsection.

(l) EXEMPTION OF VENTURE CAPITAL FUND ADVISERS. — (1) In general.--No investment adviser that acts as an investment adviser solely to 1 or more venture capital funds shall be subject to the registration re­quirements of this title with respect to the provision of investment advice relating to a venture capital fund. Not later than 1 year after the date of enactment of this subsection, the Commission shall issue final rules to define the term ‘‘venture capital fund’’ for purposes of this subsection. The Commission shall require such ad­visers to maintain such records and provide to the Commission such annual or other reports as the Commission determines nec­essary or appropriate in the public interest or for the protection of investors.

(2) Advisers of SBICs.--For purposes of this subsection, a venture capital fund includes an entity described in subparagraph (A), (B), or (C) of subsection (b)(7) (other than an entity that has elected to be regulated or is regulated as a business development company pursuant to section 54 of the Investment Company Act of 1940).

(m) EXEMPTION OF AND REPORTING BY 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 each of such in­ vestment adviser acts solely as an adviser to private funds and has assets under management in the United States of less than $150,000,000.

(2) REPORTING. — The Commission shall require investment advisers exempted by reason of this subsection to maintain such records and provide to the Commission such annual or other reports as the Commission determines necessary or ap­propriate in the public interest or for the protection of inves­tors.

(3) Advisers of SBICs.--For purposes of this subsection, the assets under management of a private fund that is an entity described in subparagraph (A), (B), or (C) of subsection (b)(7) (other than an entity that has elected to be regulated or is regulated as a business development company pursuant to section 54 of the Investment Company Act of 1940) shall be excluded from the limit set forth in paragraph (1).

(n) REGISTRATION AND EXAMINATION OF MID-SIZED PRIVATE FUND ADVISERS. — In prescribing regulations to carry out the re­quirements of this section with respect to investment advisers act­ ing as investment advisers to mid-sized private funds, the Commis­sion shall take into account the size, governance, and investment strategy of such funds to determine whether they pose systemic risk, and shall provide for registration and examination procedures with respect to the investment advisers of such funds which reflect the level of systemic risk posed by such funds.

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