Likely Extension of Deadlines for Certain Investment Advisers to Register With the SEC or Transition to State Registration

April 11, 2011

A senior member of the staff of the U.S. Securities and Exchange Commission has stated that the SEC staff expects the SEC to consider extending the date by which (i) certain investment advisers now exempt from registration under the U.S. Investment Advisers Act of 1940 must register with the SEC under the expanded Advisers Act registration requirements of the Dodd-Frank Act, and (ii) advisers currently registered under the Advisers Act that are no longer eligible to register with the SEC must transition to state registration. These statements were made in a letter dated April 8, 2011‚ to the president of the North American Securities Administrators Association, Inc.‚ from Robert Plaze, Associate Director of the Division of Investment Management of the SEC.

In the letter, Plaze states that it is expected that the SEC will finalize rules with respect to the registration of advisers who previously made use of the private adviser exemption in section 203(b)(3) of the Advisers Act (including advisers to many hedge funds, private equity funds and other private funds) by the July 21, 2011‚ deadline. The letter states that the SEC is expected to consider extending the date by which such advisers must register under the Advisers Act and comply with the rules under the Act applicable to a registered adviser until the first quarter of 2012.

The letter also addresses midsized advisers (those with between $25 million and $100 million in assets under management) that are currently registered under the Advisers Act and will have to withdraw from registration with the SEC and register at the state level as a result of the Dodd-Frank Act. As with advisers currently relying on the private adviser exemption, the letter states that the SEC is expected to consider extending the deadline by which midsized advisers must transition to state registration to the first quarter of 2012.

A copy of the letter can be found at


Please direct any questions to any of the listed lawyers or to any other Bingham lawyer with whom you ordinarily work on related matters.

Investment Management Partners:

Marion Giliberti Barish, 617.951.8801

David C. Boch, 617.951.8485

Lea Anne Copenhefer, 617.951.8515

Steven M. Giordano, 617.951.8205

Michael Glazer, 213.680.6646

Richard A. Goldman, 617.951.8851

Barry N. Hurwitz, 617.951.8267

Roger P. Joseph, Practice Group Leader; Co-chair, Financial Services Area, 617.951.8247

Amy Natterson Kroll, 202.373.6118

Michael P. O’Brien, 617.951.8302

Nancy M. Persechino, 202.373.6185

Paul B. Raymond, 617.951.8567

Toby R. Serkin, 617.951.8760

L. Kevin Sheridan Jr., 212.705.7738

Edwin E. Smith, Co-chair, Financial Services Area, 617.951.8615

Stephen C. Tirrell, 617.951.8833

This article was originally published by Bingham McCutchen LLP.