SEC Proposes New Rules to Implement Exemptions for Advisers to Venture Capital Funds, Private Fund Advisers with Less Than $150 Million in Assets Under Management, and Foreign Private Advisers

By:  John A. Brunjes, Arthur Don and Genna Garver

On November 19, 2010, the Securities and Exchange Commission ("SEC") proposed new rules and rule amendments (the "Proposed Rules") under the Investment Advisers Act of 1940, as amended (the "Advisers Act") to implement certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"). The Proposed Rules, among other things, would implement new

exemptions from the registration requirements of the Advisers Act for advisers to venture capital funds and advisers with less than $150 million in private fund assets under management in the United States. The Proposed Rules would also address reporting and record-keeping by those exempt advisers and clarify the meaning of certain terms included in the Dodd-Frank Act's exemption for certain foreign privateadvisers.

We are pleased to provide this summary of the Proposed Rules and their effect on these important exemptions established under the Dodd-Frank Act. The full text of the Proposed Rules is set forth in Release No. IA-3110 and Release No. IA-3111, each dated November 19, 2010 (the "Proposing Releases"):

• IA-3110: Rules Implementing Amendments to the Investment Advisers Act of 1940
• IA-3111: Exemptions for Advisers to Venture Capital Funds, Private Fund Advisers With Less Than $150 Million in Assets Under Management, and Foreign Private Advisers

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 Questions about this information can be directed to Mr. Brunjes at 860.983.9624 (brunjesj@gtlaw.com), or to your Greenberg Traurig  attorney. ©2010 Greenberg Traurig, LLP. All rights reserved. This Greenberg Traurig Alert is issued for informational purposes only and is not intended to be construed or used as general legal advice.Please contact the author(s) or your Greenberg Traurig contact if you have questions regarding the currency of this information.