SEC Gives Notice of Intent to Cancel Numerous Investment Adviser Registrations

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The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) which, among other things, amended certain provisions of the Investment Advisers Act.  These amendments included provisions that delegate generally to the states regulatory responsibility over certain mid-sized advisers – i.e., those that have between $25 million and $100 million of assets under management.  These provisions and related rule amendments required a significant number of advisers registered with the SEC to withdraw their registrations with the SEC and to switch to registration with one or more state securities authorities.

SEC staff, in coordination with state securities regulators, contacted SEC registered investment advisers before and after relevant filing deadlines to remind them of their filing obligations  to withdraw from SEC registration by filing Form ADV-W if no longer eligible. The registrants listed in the Appendix to a recent SEC notice either have not filed a Form ADV amendment with the SEC in 2012, or have indicated on Form ADV that they are no longer eligible to remain registered with the SEC as investment advisers but have not filed Form ADV-W to withdraw their registration. Accordingly, the SEC believes that reasonable grounds exist for a finding that these registrants are no longer in existence, are not engaged in business as investment advisers, or are prohibited from registering as investment advisers under section 203A of the Investment Advisers Act, and that their registrations should be cancelled pursuant to section 203(h) of the Investment Advisers Act.

Any registrant listed in the Appendix to the SEC notice that wishes to file a Form ADV amendment indicating that it is eligible for registration or a Form ADV-W to withdraw its registration with the SEC may do so by December 17, 2012. The registrations of registrants whose amended Form ADVs are received by the Commission by December 17, 2012 will not be cancelled, and the registrations of registrants that file Form ADV-W will be withdrawn and will not be cancelled by an SEC order or orders.

At any time after December 17, 2012, the SEC may issue an order or orders cancelling the registrations of any or all of the registrants listed in the Appendix to the SEC notice.

Check frequently for updated information on the JOBS Act, the Dodd-Frank Act and other important securities law matters.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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