U.S. Adviser Registration

The Dodd–Frank Act, signed in to law in 2010, imposes new regulations on a number of different areas of the financial services industry.

Prior to Dodd-Frank, advisers to private funds with fewer than 15 clients were exempt from registering with the Securities and Exchange Commission (SEC). Following enactment of the Dodd-Frank Act, a greater number of investment advisers will now be required to register with the SEC or state regulators, as follows:

  • Advisers with assets under management (“AUM”) in excess of $100 million will generally be required to register with the SEC (advisers with only private funds as clients will have to register with the SEC if they have in excess of $150 million in AUM).
  • Advisers with  $100 million or less in AUM will now be registered in in their home state, unless exempt from registration or not subject to examinations under state law, in which case they must register with the SEC.
  • Non-U.S. advisers with U.S. clients other than private funds or that manage more than $150 million in U.S. private funds from a U.S. location will be required to register with the SEC.

Dodd-Frank also included additional reporting requirements for investment advisors, including:

  • Basic organizational and operational information such as size, ownership, general data on assets held, trading practices, and the adviser’s services for each fund;
  • Use of leverage, including off-balance sheet leverage;
  • Identification of five categories of “gatekeepers” that perform critical roles for advisers and the private funds that they manage. For example, this could include auditors, prime brokers, custodians, administrators and marketers;
  • Background information on the adviser including the types of clients he or she advises and his or her employees;
  • Identification of any potential conflicts of interest; and
  • Systemic risk and other detailed information on Form PF.

Further Resources

MFA Submits Comments to SEC in Response to Proposed Amendments to FINRA Rule 5131

MFA Comments on FINRA Wash Sale Proposal

MFA Submits Comments to SEC on Amendments to FINRA Rule 5123

Request for Delayed CPO Compliance Date for Funds of Funds

MFA Submits Rulemaking Petition to SEC on Private Fund Offerings

Comment Letter to SEC on Proposed Rules for Business Conduct Standards for Security-Based Swap Dealers and Major Security-Based Swap Participants

MFA Comment Letter on CFTC Registration

MFA Comment Letter on Advisers Act Exemptions

MFA Comment Letter on Advisers Act Implementation

MFA Comment Letter on Municipal Advisor Registration

MFA Web Fact Sheet on Dodd-Frank