Adviser Registration And Exemptions Under The Final SEC Rules Implementing The Dodd-Frank Act: Implications For Non-U.S. Advisers

On June 22, 2011, the Securities and Exchange Commission adopted new rules and amendments (the "Final Rules") under the Investment Advisers Act of 1940, as amended (the Advisers Act), that implement various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act). Although the Final Rules¹ were adopted largely as first proposed in November 2010, certain changes from the proposed rules have been included in response to comments received, including changes to the definition of "venture capital fund."

The Final Rules require an investment adviser² to a private fund³ to register with the SEC under the Advisers Act by March 30, 2012, unless it qualifies for one of three exemptions. They also implement reporting requirements for advisers exempt from reporting under two of these three exemptions (so-called "exempt reporting advisers"). The Final Rules also require exempt reporting advisers to file initial reports by March 30, 2012.