SEC Considers Extending Registration Deadlines for Investment Advisers

The SEC sent a letter to the North American Securities Administrators Association Inc., stating that it is considering extending the reporting and registration deadlines for investment advisers until the first quarter of 2012.1 Subject to narrowly defined exemptions, the Dodd-Frank Act requires all investment advisers that manage $100 million or more in assets to register with the SEC. Investment advisers with less than $100 million of assets may also be required to register with the SEC or relevant state regulators. Importantly, the "private adviser" exemption which many hedge fund and private equity fund managers relied upon in the past is being eliminated. The "private adviser" exemption enabled an investment adviser to avoid SEC registration if it: (i) did not act as an investment adviser to a registered investment company or business development company; (ii) had fewer than 15 clients (counting each fund as 1 client); and (iii) did not hold itself out to the public as an investment adviser. The SEC has been issuing additional guidance, on an ongoing basis, on numerous aspects of the Dodd-Frank Act relating to investment adviser registration. The SEC must also coordinate its efforts with various State regulators. While the SEC has proposed extending the deadline to the first quarter of 2012, it is advised that investment advisers that fall under registration requirements prepare the necessary applications to register well in advance of the proposed deadlines to ensure that regulators will be able to approve their applications in a timely manner. Regulators may impose sanctions on investment advisers that fail to register.

Here are some important compliance deadlines for investment adviser filings under the Dodd-Frank Act:

May 30, 2011 Deadline for Part 2A delivery to existing clients.2

July 31, 2011 Deadline for delivery of Part 2B to new/prospective clients

August 20, 2011 Current deadline for SEC registered investment advisers to file an amendment to ADV, regarding current AUM.3

September 30, 2011 Deadline for delivery of Part 2B to existing clients.

October 19, 2011 Current deadline for investment advisers to file ADV-W, if they are no longer eligible to remain registered with the SEC.4

If you have any questions, please contact Daniel G. Viola, 212-573-8038 or dviola@sglawyers.com.

1. SEC letter, dated April 8, 2011, addressed to the North American Securities Administrators Association Inc., http://www.sec.gov/rules/proposed/2010/ia-3110-letter-to-nasaa.pdf.

2. See, Rule 204-3(b) of the Investment Advisers Act of 1940, as amended (the "Advisers Act").

3. See, Proposed Rule 203A-5 of the Advisers Act.

4. See, Section 203(h) of the Advisers Act.

Cheryl Spratt