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Effective as of July 21, 2011, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) repeals a key exemption from investment adviser registration currently relied upon by many private fund managers and replaces it with several much more limited exemptions from registration.
On November 19, 2010, the Securities and Exchange Commission (the “SEC”) proposed new rules, summarized below, that would implement and provide guidance regarding certain exemptions applicable to:
- an adviser that (i) provides advice solely to one or more private funds and (ii) has assets under management in the United States of less than $150 million (the “Private Fund Adviser Exemption”);
- an adviser solely to one or more venture capital funds (the “Venture Capital Exemption”); or
- a foreign private adviser that (i) has no place of business in the United States; (ii) has, in total, fewer than 15 U.S. clients and investors in private funds advised by that adviser; (iii) has less than an aggregate of $25 million in assets that are attributable to U.S. clients and investors in private funds advised by that adviser; (iv) does not hold itself out to the public as an investment adviser in the United States; and (v) does not advise any registered investment companies or business development companies (the “Foreign Adviser Exemption”).
To read the full alert, click on the PDF linked below. For additional information regarding the proposed rules or any of the regulatory developments under the laws described above, please contact one of the attorneys listed below: