Final Rules for the Private Fund Investment Advisers Registration Act of 2010

The Securities and Exchange Commission (the “SEC”) has adopted rules to implement the Private Fund Investment Advisers Registration Act of 2010 (the “Advisers Registration Act” or the “Act”), which was signed into law as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). The SEC’s adoption of rules to implement the Act will have a significant effect on many private fund managers. Not only will many advisers that were previously exempt from registration be required to register, but certain advisers that will be exempt from registration will now be subject to SEC examination and reporting requirements (including a fund-by-fund reporting obligation under the modified Form ADV, Part 1A). The SEC also amended its rule regarding political contributions (the “Pay-to-Play Rule”) to provide that advisers taking advantage of certain new exemptions from registration are subject to the Pay-to-Play Rule.

This Memorandum discusses key issues for private fund managers regarding (i) registration under the Investment Advisers Act of 1940 (the “Advisers Act”); (ii) the rules regarding the new exemptions from registration under the Advisers Act; (iii) regulatory requirements for “Exempt Reporting Advisers”; (iv) private fund reporting on new Form ADV, Part 1A; and (v) additional changes to Form ADV.