Dodd-Frank Act Imposes Filing Obligations on Exempt Reporting Advisers

Philip A. Dunlap

November 7, 2011

The Dodd-Frank Act provides for private fund advisers certain exemptions from registration with the Securities and Exchange Commission (SEC).  The most relied upon exemptions are for private fund advisers that (i) advise solely venture capital funds or (ii) advise solely private funds having less than $150 million aggregate assets under management.

However, the SEC has issued a rule that requires these “exempt reporting advisers” to file a limited Form ADV by March 30, 2012, including all associated filing fees.  The form can be found at http://www.sec.gov/about/forms/formadv-part1a.pdf.

Exempt reporting advisers must also file sections of Schedules A, B, C and D of the Form ADV.

Additionally, the SEC will require exempt reporting advisers to file amendments to its Form ADV at least annually, within 90 days of the end of the adviser’s fiscal year and more frequently if required by the instructions to the Form ADV (such as updating identification information, form of organization and any disciplinary information).

As a result of these new requirements, it is recommended that exempt private fund advisers begin to operate as if they were subject to the SEC reporting requirements.  They should conduct their business with the understanding that all of the information required to be included in their Form ADV will become public knowledge upon filing the Form ADV.

If you have questions about the Form ADV and the information necessary to disclose, please contact us.