Who Will Be Affected?
A wide range of U.S. and non-U.S. investment advisers, particularly managers of hedge, venture capital, private equity, real estate and other privately offered funds.1
When Do the New Rules Take Effect?
In general, obligations under the new rules take effect as of March 30, 2012, but advisers who are required to register with the SEC will need to file their registration paperwork no later than February 14, 2012. Until March 30, 2012, as a practical matter, there will be a registration exemption for any adviser with “fewer than 15 clients” that does not hold itself out to the public as an investment adviser or advise U.S. registered mutual funds or business development companies (i.e., similar to the current exemption). Mid-sized advisers that will be required to switch from federal to state registration will be required to withdraw at the federal level by June 28, 2012. Between January 1 and March 30, 2012 all advisers must file a Form ADV to determine their eligibility for SEC registration, and after January 1, 2012 all filings must be on Form ADV as amended in connection with the new rules. All advisers should pay careful attention to the effective dates and requirements during the upcoming transition period, as discussed here.
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1 Family offices may also be affected by separate new rules that were discussed in Goodwin Procter's June 23, 2011 Client Alert.