Asset managers are reminded that The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) implemented a significant change in the approach taken under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), regarding the registration with the Securities and Exchange Commission (the “SEC”) of advisers to unregistered funds. This change reflects two fundamental alterations of basic regulatory philosophy: a determination that advisers to such funds must register with the Securities and Exchange Commission (the “SEC”) unless covered by a specific exemption from registration; and a greater reliance on state regulators to oversee advisers generally. The deadline for managers required to register with the SEC is March 30, 2012. In order to make certain that a registration is effective by March 30, managers should file an application with the SEC by February 14, 2012. Advisers which are exempt from registration going forward may still qualify as an “exempt reporting adviser” and have to file certain forms with the SEC by March 30, 2012, and should also be working to prepare such filing for submission in March.

As a reminder, the main exemptions available to managers are now the Venture Capital Exemption, the Private Fund Adviser Exemption, the Foreign Private Adviser Exemption, the Small Business Investment Company (SBIC) Exemption, and the Family Office Exemption. These exemptions, and the requirements for exempt reporting advisers, are summarized below.