Client Alert: Potential Delay in New Registration Requirements for Certain Fund Advisers Until the First Quarter of 2012


In an April 8, 2011 letter to the North American Securities Administrators Association, Inc., a senior official at the Securities and Exchange Commission (“SEC”) indicated that the SEC is considering extending the registration deadline for certain fund advisers to register as investment advisers with the SEC, in compliance with the Dodd-Frank Act. While this letter is not binding on the SEC and did not offer any details, it is a good indication that the registration deadline may be extended from the current July 21, 2011 deadline to the first quarter of 2012.

Under the Dodd-Frank Act, advisers to various private investment pools that previously relied on the “private advisers exemption” were to be given until July 21, 2011 to register as investment advisers with the SEC unless such advisers were exempt from registration pursuant to one of a few limited exemptions. Furthermore, certain “mid-sized advisers” (fund advisers with assets under management of between $25 million and $100 million) previously eligible for voluntary registration as investment advisers with the SEC will no longer be permitted to register with the SEC, and must instead register with one or more states in accordance with state securities laws, effective on July 21, 2011.

The SEC comment period for the proposed rules that would implement the changes reflected by the Dodd-Frank Act ended in January 2011, but the SEC has yet to issue final rules on certain important elements of the new registration regime. Until those final rules are issued, many private advisers cannot fully assess whether they will have to register or de-register. The extension, if it occurs, would give private advisers more time after the rules are promulgated to determine whether they have to register and to prepare for registration if necessary.

If you have any questions about the status or details of the new registration requirements, please contact:

This Client Alert has been prepared by Klehr Harrison Harvey Branzburg LLP (the “Firm”) for the general information of our clients and other interested persons.  This Client Alert is not, and is not intended to be, comprehensive in nature.  Due to the general nature of its content, this Client Alert is not and should not be regarded as legal advice or the opinion of the Firm, and you should not rely on any information in this Client Alert for any specific situation. Rather, you should consult with us or other legal counsel with respect to particular circumstances addressed in this Client Alert before taking any action. Receipt of this summary does not create an attorney-client relationship between you and the Firm.