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The Small Business Capital Access and Job Preservation Act

With the House of Representatives' change in political control, the Republicans are taking some steps to cut back on Dodd-Frank . Earlier this week the House Committee on Financial Services distributed a press release about five potential bills that would revise the financial service legislation...

Ratings and Fund Managers

Investment advisers, and therefore fund managers once they register as investment advisers, are limited in how they advertise. Section 206 of the Investment Advisers Act already prohibits fraud, deception or manipulation, regardless of whether the fund manager is registered. Once registered, Rule...

Performance Results in Fund Brochures

Section 206 of the Investment Advisers Act prohibits fraud, deception or manipulation, regardless of whether the fund manager is registered. Once registered, Rule 206(4)-1 imposes additional restrictions on advertising that the SEC has determined would be fraudulent, deceptive or manipulative. ...

Fees and Performance Results for Advisers and Fund Managers

Section 206 of the Investment Advisers Act prohibits fraud, deception or manipulation, regardless of whether the fund manager is registered. Once registered, Rule 206(4)-1 imposes additional restrictions on advertising that the SEC has determined would be fraudulent, deceptive or manipulative. ...

Turning Your PowerPoint into an Advertisement

Once a fund manager is registered, Rule 206(4)-1 imposes additional restrictions on advertising that the SEC has determined would be fraudulent deceptive or manipulative. That means public presentations could be considered an advertisement. First I want to look back at the definition of an "advertisement"...

Risk Disclosures and Form ADV Part 2 for Fund Managers

If you're a fund manager getting ready to register because you've been Dodd-Frank'ed, then you are likely in the middle of drafting Part 2 of Form ADV, the brochure. One item that caused my to pause was the risk factor requirements in Item 8. 8.B: For each significant investment strategy...

Massachusetts Is Looking to Dodd-Frank Investment Advisers and Fund Managers

Just to keep you on your toes if you have less than $150 million under management, states are now filling in the gaps left by Dodd-Frank. If you are under that threshold, you lose the ability to register with SEC and now have to look to at being regulated at the state level. Massachusetts used...

Will Private Equity be Exempted from Registration?

In earlier versions of Dodd-Frank, when it was being formulated in the House committee, there was an exemption for private equity fund managers from registration under the Investment Advisers Act. It also had an exemption for venture capital fund managers. Only the venture capital exemption managed...

Time for the SEC to Extend a Deadline

Dodd-Frank set a July 21 deadline for changes to the Investment Advisers Act in Title IV: The Private Fund Investment Advisers Registration Act . This included the expiration of the private adviser exemption from registration under the Investment Advisers Act, the addition of an new exemption for...

State Investment Adviser Registration Requirements for Private Fund Managers Part 1: The Basics

This post is the first in a series discussing the issues private fund managers face with state investment adviser registration requirements and how those requirements interact with federal law. Previously, I have written about the obligations of private fund managers who are exempt from registration...

Obama’s Proposed American Jobs Act Contains Tax Increase on Private Fund Managers

The American Jobs Act , recently proposed by President Obama, contains a provision closing the co-called "carried interest tax loophole" that benefits many investment fund managers. Just about all hedge funds, real estate investment partnerships, private equity funds, and venture capital...

Stealing Private Equity Investment Opportunities

Private equity transactions are not outside the scope of enforcement by the Securities and Exchange Commission. The SEC filed a case against a former principal of an investment adviser that manages private equity funds. The charge is that he "usurped ...[a] lucrative investment opportunity in...

What Are “Regulatory Assets Under Management” and Why Does a Private Fund Manager Need To Determine Them?

With the new registration requirements under the Dodd-Frank Act and the enhanced reporting required of some private fund managers under Form PF, private fund managers must now make a yearly (or sometimes more frequent) calculation of their "regulatory assets under management." Essentially...

Private Fund Managers and SEC Registration

The SEC has provided a no action letter in response to an American Bar Association request on guidance for private fund managers. The ABA requested clarification that a group of funds could use a singe registration where the fund managers are in a control relationship and conduct a single advisory...

Will Private Equity Fund Managers Get a Registration Exemption?

Early versions of Dodd-Frank had an exemption from registration for private equity fund managers, just as there is one for venture capital fund managers. Perhaps there is some hope that the private equity exemption will once again surface? Don't count on it. Although I appreciate the efforts...

The Clock is Ticking for Private Fund Managers

With a registration deadline of March 30, 2012 and a 45 day period for the SEC to review the application , private fund managers need to file their Form ADV by February 14. I know that there are fund managers still on the fence on whether to register or not. The trouble came from Title IV of...

Washington State to Regulate Fund Managers

This article is also appearing on The Venture Alley and on Startup Law Blog . Per the authors, readers may feel free to re-post this content elsewhere as well. The world is changing for venture funds and similar funds in Washington State, and not necessarily for the better. It used to be the case...