Alert June 28, 2011

SEC Adopts Dodd-Frank Related Rules Affecting Investment Advisers

The SEC issued three releases that contain final rules and form amendments related to changes in federal adviser regulation effected by the Dodd-Frank Act.

  • The first release addresses rules designed to implement new exemptions from registration under the Investment Advisers Act of 1940 (“Advisers Act”) created by the Dodd-Frank Act, including exemptions for advisers to “venture capital funds,” “private fund advisers” with less than $150 million in assets under management and “foreign private advisers.” 

  • The second release describes rule and Form ADV changes that principally address (a) information that registered advisers and certain advisers that are exempt from registration (“exempt reporting advisers”) must provide in Form ADV Part 1 regarding “private funds” they advise, (b) other changes to Form ADV requirements designed to assist SEC compliance risk assessment, (c) changes in the boundaries between federal and state registration, and related transition matters, and (d) adjustments to various Advisers Act rules, e.g., the “pay to play” rule, to accommodate changes effected by the Dodd-Frank Act.
  • The third release, which relates to a new SEC rule implementing an exemption from registration under the Advisers Act of 1940 for “family offices,” is the subject of a June 23, 2011 Goodwin Procter Alert.

Following the SEC open meeting at which the final rules and form amendments were adopted, Goodwin Procter issued an Alert summarizing the description of these changes provided at the meeting.  This edition of the Alert includes a discussion of how the SEC’s action, particularly the changes made to Form ADV Part 1A, will affect advisers that are already registered with the SEC.  Later this week, Goodwin Procter will provide a detailed Alert analyzing the new exemptions and discussing the final rules’ implementation provisions, with a focus on how the final rules affect advisers to private funds and non-U.S. advisers.