Potential Extension of Compliance Date for Private Fund Investment Adviser Registration


The Securities and Exchange Commission (the “SEC”) staff indicated today that the SEC is considering extending the compliance date for investment adviser registration for currently unregistered private fund advisers from July 21, 2011 until the first quarter of 2012.

As previously noted in a Ropes & Gray alert, under the Private Fund Investment Advisers Registration Act of 2010, part of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), advisers with fewer than 15 “clients” for purposes of the Investment Advisers Act of 1940 (the “Advisers Act”) (including most U.S. private equity, hedge fund and other private fund advisers), who historically have been exempt from registration, will be required to register with the SEC as investment advisers by this July.

In a letter dated April 8, 2011 to the North American Securities Administrators Association (available here), an associate director of the SEC’s Division of Investment Management stated that the SEC expects to issue final rules by July 21 implementing the changes to the investment adviser registration regime under the Dodd-Frank Act. The letter went on to state that, given the time needed for private fund advisers to register and come into compliance with Advisers Act rules once registered, “we expect that the [SEC] will consider extending the date by which these advisers must register and come into compliance with the obligations of a registered adviser until the first quarter of 2012.”

Please see full alert below for more information.

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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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