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Advisers Act
Registration Requirements Post-Dodd-Frank Act
• New Thresholds for SEC Registration: The Dodd-Frank Act significantly changed the landscape for investment
advisers. Generally, investment advisers are subject to the new threshold amounts for registration: (i) investment
advisers with less than $25 million of assets under management (“small advisers”) are generally prohibited from
registering with the SEC and must register with the state regulators unless an exemption applies, (ii) investment
advisers with $25 million to $110 million of assets under management (“mid-sized advisers”) are generally prohibited
from registering with the SEC and must register with the state regulators unless an exemption applies but there is a
buffer for advisers between $100 million and $110 million, and (iii) advisers with $110 million are required to register
with the SEC.
• Exemptions from Registration with the SEC:
Advisers only to Venture Capital Funds
Advisers only to Private Funds with less than $150 million in assets under management
Advisers that are Foreign Private Advisers
Advisers only to Small Business Investment Companies (“SBICs”)
Advisers only to Family Offices
Intrastate Advisers
• Obligations of Investment Advisers that are Exempt from Registering with the SEC: Notwithstanding that an
investment adviser may not be required to register with the SEC, such advisers may be subject to certain SEC rules,
relating to: (i) the anti-fraud provisions, (ii) the pay-to-play rules, (iii) certain supervisory requirements, and (iv)
principal transactions rules. Further, investment advisers relying on the Venture Capital Funds or Private Fund’s
exemptions from registration, such advisers will be considered “Exempt Reporting Advisers” and required to a subset
of the Advisers Act rules, including, submitting a truncated version of the Form ADV and be subject to SEC
examinations.
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