On August 23, 2023, the U.S. Securities and Exchange Commission (“SEC”) implemented heavily anticipated private fund reforms (the “Private Funds Rules” or the “Rules”) promulgated under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Although the Rules are far less “mandate-driven” than those originally proposed in February 2022, the Rules nevertheless impose significant disclosure (and in some cases, operational) requirements that all …
General Solicitation May Trigger State Investment Adviser Registration in Certain States
Background As a consequence of the Jumpstart Our Business Startups Act (“JOBS Act”), beginning September 23, 2013, managers of private funds will be permitted to advertise and solicit the general public in an effort to raise capital for their private fund. While the requirements for investment adviser registration vary from state to state, Florida, Indiana, Louisiana, Michigan, Ohio, Pennsylvania, and Tennessee provide an exemption to …
SEC Provides RIAs with SPVs Additional Regulatory Relief
In a no-action letter dated January 18, 2012, the SEC (“the Commission”) provided additional guidance and relief from registration to certain registered investment advisers (“RIAs”) with special purpose vehicles (“SPVs”). In a 2o05 no-action letter, the Commission had provided exemptive relief from investment adviser registration to SPVs created by RIAs who act as the general partner or managing member to a private fund that the …
Massachusettes Adopts New Private Fund Adviser Registration Rules
On January 12, 2012, the Massachusetts Securities Division adopted new rules for the registration of investment advisers solely to 3(c)(7), venture capital or 3(c)(1) funds, where all investors in the 3(c)(1) fund are “qualified clients”. The rules replace the existing exemption which allowed advisers to “institutional buyers” including private funds, such as hedge funds, in which each investor is accredited and has invested at least …