{"data":{"id":"us-ky/krs-292.3301","jurisdiction":"us-ky","citation":"KRS 292.3301","heading":"Definitions -- Private fund adviser registration exemptions -- Filings.","body":"(1) As used in this section:\n(a) \"3(c)(1) fund\" means a qualifying private fund that is eligible for the\nexclusion from the definition of an investment company under Sec tion\n(3)(c)(1) of the Investment Company Act of 1940, 15 U.S.C. sec. 80a -3(c)(1),\nas amended;\n(b) \"Private fund adviser\" means an investment adviser who provides advice\nsolely to one (1) or more qualifying private funds;\n(c) \"Qualifying private fund\" means  a private fund that meets the definition of a\nqualifying private fund under 17 C.F.R. sec. 275.203(m)-1, as amended; and\n(d) \"Venture capital fund\" means a private fund that meets the definition of a\nventure capital fund under 17 C.F.R. sec. 275.203(l)-1, as amended.\n(2) Except as otherwise provided in this section, a private fund adviser shall be exempt\nfrom the registration requirement of KRS 292.330(8) if:\n(a) Neither the private fund adviser nor any of its advisory affiliates are subject to\nan event th at would disqualify an issuer under Rule 506(d) of the Securities\nand Exchange Commission's Regulation D, 17 C.F.R. sec. 230.506(d), as\namended;\n(b) The private fund adviser:\n1. Files with the state each report and amendment thereto that an exempt\nreporting adviser is required to file with the Securities and Exchange\nCommission under Rule 204 -4, 17 C.F.R. sec. 275.204 -4, as amended;\nand\n2. Pays the fees established by the commissioner; and\n(c) For a private fund adviser that advises one (1) or more 3(c)(1) funds that are\nnot venture capital funds:\n1. The private fund adviser advises only those 3(c)(1) funds, other than\nventure capital funds, that satisfy at least one (1) of the following\nrequirements:\na. The fund's outstanding securities, other than short -term paper, are\nbeneficially owned entirely by persons who are accredited\ninvestors, as defined in Rule 501 of the Securities and Exchange\nCommission's Regulation D, 17 C.F.R. sec. 230.501, as a mended,\nat the time the securities are purchased from the issuer; or\nb. If the fund has one (1) or more beneficial owners who do not meet\nthe requirements of subdivision a. of this subparagraph:\ni. The fund existed prior to July 15, 2024; and\nii. As of Jul y 15, 2024, the fund ceases to accept beneficial\nowners who do not meet the requirements of subdivision a.\nof this subparagraph;\n2. At the time of purchase, the private fund adviser discloses the following\nin writing to each beneficial owner of a 3(c)(1) fund that is not a venture\ncapital fund:\na. All services, if any, to be provided to individual beneficial owners;\nb. All duties, if any, the private fund adviser owes to beneficial\nowners; and\nc. Any other material information affecting the rights or\nresponsibilities of the beneficial owners; and\n3. As of July 15, 2024, the private fund adviser:\na. Obtains on an annual basis audited financial statements of each\n3(c)(1) fund that is not a venture capital fund; and\nb. Delivers a copy of the statements obtained  under subdivision a. of\nthis subparagraph to each beneficial owner of each 3(c)(1) fund\nthat is not a venture capital fund.\n(3) A filing required under subsection (2)(b) of this section shall be:\n(a) Made electronically through the Investment Adviser Regi stration Depository;\nand\n(b) Deemed filed when the filing and fee required under subsection (2)(b) of this\nsection is accepted by the Investment Adviser Registration Depository on the\nstate's behalf.\n(4) An investment adviser who becomes ineligible for an exemption provided under\nthis section shall comply with all applicable laws, administrative regulations, and\norders requiring registration or notice filing within ninety (90) days from the date\nthe adviser's eligibility ceases.\n(5) (a) The commissioner may  waive compliance with subsection (2)(a) of this\nsection if:\n1. The private fund adviser makes a showing of good cause; and\n2. The commissioner determines that it is not necessary under the\ncircumstances to deny an exemption under this section to the priva te\nfund adviser.\n(b) A waiver under this subsection shall be without prejudice to any other action\nof the commissioner.","path":["KRS Chapter 292"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=54820","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:57:23Z","sha256":"cc353687a12f83e3e5ded65617634ee9a9bd18800ae146620085780322912b94","source_id":"us-ky","stale":false,"prev":"us-ky/krs-292.330","next":"us-ky/krs-292.331"},"notice":"GroundRules: Original legal text. Not legal advice."}