Extension of Compliance Dates for New Investment Adviser Registration and Transition to State Registration Appears Likely

April 11, 2011

The SEC posted a letter to its website on Friday, April 8 indicating that by July 21, 2011, the SEC expects to adopt final rules implementing provisions of the Dodd-Frank Act that have the effect of: (i) requiring most advisers that now rely on the private adviser exemption to register; (ii) exempting from that requirement certain venture capital fund advisers as well as advisers to private funds with less than $150 million of assets under management in the United States; and (iii) requiring many SEC-registered advisers with less than $100 million in assets under management to switch to state registration.

The Staff anticipates that, in connection with the adoption of the final rules, the SEC will extend until the first quarter of 2012: (i) the date by which advisers who previously relied on the private adviser exemption must be registered with the SEC (which absent an extension would be July 21, 2011); and (ii) the date by which all currently registered advisers must file an amended Form ADV indicating whether the adviser remains eligible for SEC registration (which absent an extension would be August 20, 2011).

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