The SEC announced yesterday that it will be holding an
open meeting on June 22, 2011, evidently to discuss new proposed
changes to the new Advisers Act rules pending under Dodd Frank. For fund
managers concerned about becoming subjected to Advisers Act registration once
Dodd-Frank becomes effective, this should be welcome news, but it is not yet
clear exactly what the SEC is proposing to change. As readers of The
Venture Alley know, we are still waiting for final rulemaking on the Dodd-Frank
Act changes to the Adviser's Act, including the venture capital fund exemption
to registration, which were
recently delayed.
Based on the SEC's notice, it appears that there will be
three new topics for discussion at this meeting:
- New
rules/amendments to the Advisers Act that, apparently, would increase the
exemption amount (above $150M?) and would address the reporting
requirements currently proposed to be required of fund managers who
qualify for exemption.
- Discussion
regarding the proposed exemptions for managers of VC funds and of less
than $150M, presumably including technical clarifications regarding some
open questions under the proposed rules.
- Discussion
regrding the "family office" exemption, which has, thus far,
been tailored very narrowly.
The full SEC release is below. Obviously, it's
not clear exactly what the SEC is planning but one hopes these proposals
will expand the proposed exemptions and reduce needless registration
requirements. We will keep you posted on any further updates, as they're
made available.
For more information on these issues, please also visit
our prior summaries and comments:
Sunshine Act Meeting.
Notice is hereby given, pursuant to the provisions of the Government
in the Sunshine Act, Pub. L. 94-409, that the Securities and Exchange
Commission will hold an Open Meeting on June 22, 2011 at 10:00 a.m., in
the Auditorium, Room L-002.
The subject matters of the Open Meeting will be:
Item 1: The Commission will consider whether to
adopt new rules and rule amendments under the Investment Advisers Act of
1940 to implement provisions of the Dodd-Frank Wall Street Reform and
Consumer Protection Act. These rules and rule amendments are designed to
give effect to provisions of Title IV of the Dodd-Frank Act that, among
other things, increase the statutory threshold for registration of
investment advisers with the Commission, require advisers to hedge funds
and other private funds to register with the Commission, and address
reporting by certain investment advisers that are exempt from
registration.
Item 2: The Commission will consider whether to
adopt rules that would implement new exemptions from the registration
requirements of the Investment Advisers Act of 1940 for advisers to
venture capital funds and advisers with less than $150 million in
private fund assets under management in the United States. These
exemptions were enacted as part of the Dodd-Frank Wall Street Reform and
Consumer Protection Act. The new rules also would clarify the meaning
of certain terms included in a new exemption for foreign private
advisers.
Item 3: The Commission will consider whether to
adopt a rule defining "family offices" that will be excluded from the
definition of an investment adviser under the Investment Advisers Act of
1940. At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact:
The Office of the Secretary at (202) 551-5400.
Elizabeth M. Murphy
Secretary
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