Are You Prepared for the Long Reach of Uncle Sam?
Key considerations and roadmap to SEC registration
For several years, non-U.S. investment advisers have been able to avoid registration with the U.S. Securities and Exchange Commission (SEC) by relying on an exemption under the Investment Advisers Act of 1940 (Advisers Act) that applied to advisers with fewer than 15 clients in the preceding 12 months who did not publicly hold themselves out in the U.S. as an investment adviser. In lieu of this broad “private adviser” exemption, the SEC has proposed rules aimed at implementing Title IV of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), which would result in a significantly narrower basis for exemption from registration under the Advisers Act.
This paper outlines key considerations and a roadmap to adviser registration with the SEC.