SEC Extends Investment Adviser Registration Deadline and Adopts Final Rules
On June 22, 2011, the Securities and Exchange Commission (the “SEC”) adopted final rules and amendments under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), that are designed to implement various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The new rules and amendments:
(i) extend the deadline by which an adviser that was relying on the “private adviser exemption” set forth in Section 203(b)(3) of the Advisers Act must register with the SEC until March 30, 2012;
(ii) revise Form ADV to require additional disclosure by registered advisers, including, among other things: detailed information regarding each private fund; identification of key private fund service providers; and additional information regarding the adviser’s advisory business, non-advisory activities and financial industry affiliations;
(iii) require “exempt reporting advisers” to file and submit to the SEC, and periodically update, reports that consist of a limited subset of items on Form ADV;
(iv) require all advisers registered with the SEC on January 1, 2012 to file amendments to Form ADV no later than March 30, 2012 to determine whether they are eligible for SEC registration;
(v) extend the deadline by which “mid-sized advisers” that are no longer eligible for SEC registration must withdraw such registrations and register with applicable state regulatory authorities until June 28, 2012;
(vi) define “venture capital fund” for purposes of the “venture capital fund” exemption from registration under the Advisers Act;
(vii) adopt an exemption from registration under the Advisers Act for advisers whose only clients are private funds and have less than $150 million in assets under management in the United States;
(viii) define several terms included in the statutory definition of “foreign private adviser” for purposes of the “foreign private adviser” exemption from registration under the Advisers Act; and
(ix) define “family offices” that are to be excluded from the definition of an investment adviser under the Advisers Act (and thus will be exempt from regulation thereunder).
We are currently analyzing the new rules and amendments and will issue a more detailed summary shortly. For additional information regarding the new rules, please contact one of the attorneys listed below. You may also view the alert in the PDF linked below.
PDF - SEC_Extends_Investment_Adviser_Registration.pdf