Haynes and Boone, LLP
  July 20, 2011 - United States of America

SEC Adopts Exemptions from Investment Adviser Registration
  by Taylor H. Wilson, Evan Hall

On June 22, 2011, the Securities and Exchange Commission (the “SEC”) adopted final rules implementing new exemptions from registration as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

Background

Many private fund advisers historically have avoided registration with the SEC by relying upon the “private adviser exemption” set forth in Section 203(b)(3) of the Advisers Act (the “Private Adviser Exemption”), which provided an exemption from registration for advisers with fewer than 15 clients. For purposes of the Private Adviser Exemption, advisers could treat each private fund as a single client. Effective July 21, 2011, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) eliminates the Private Adviser Exemption and replaces it with several much more limited exemptions from registration. Specifically, Section 203 of the Advisers Act now provides exemptions from registration for:

For a more detailed description of the exemptions for Private Fund Advisers, venture capital advisers and foreign advisers, click here and then click on the PDF linked to that page.

Other Rules and Amendments

On June 22, 2011, the SEC also adopted final rules and amendments under the Advisers Act that extend the deadline for registration for advisers relying on the private adviser exemption, modify the method advisers use to calculate their assets under management, establish the reporting requirements for exempt reporting advisers and amend Form ADV, a summary of which is available here. The SEC also adopted a final rule defining “family offices” that will be excluded from the definition of “investment adviser” under the Advisers Act, a summary of which is available here.

For additional information regarding the new exemptions, please contact one of the attorneys listed below.

Taylor H. Wilson
214.651.5615
[email protected]

Evan K. Hall
214.651.5831
[email protected]

Kit Addleman
214.651.5783
[email protected]

Richard M. Fijolek
214.651.5570
[email protected]

Vicki L. Martin-Odette
214.651.5674
[email protected]

Christina Markell-Balleza
214.651.5486
[email protected]

Rick A. Werner
212.659.4974
[email protected]

Michael J. Halloran

202.654.4567

[email protected]

David Siegal
212.659.4995
[email protected]




Footnotes:


1 “Private fund” generally means an investment vehicle excluded from the definition of investment company under Section 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940, as amended (“Company Act”).




Read full article at: http://www.haynesboone.com/sec_adopts_exemptions_investment_adviser_registration/