Advisory Release AR-11-02:
Possible Delays in Investment Adviser Transition to State Registration
The Commissioner of Securities for the State of Missouri is issuing this advisory release to alert Missouri’s investment advisers and investors about a recent development in the implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”). 1
In an April 8, 2011 letter (the “April 8 letter”) to David Massey, president of the North American Securities Administrators Association, the United States Securities and Exchange Commission’s (“SEC”) Division of Investment Management made an important announcement for transitioning investment advisers and advisers to private funds. According to the April 8 letter, the SEC is reportedly considering changing or extending previously-identified dates for investment advisers to comply with proposed rules implementing the Dodd-Frank Act’s changes. Specifically, the SEC Division of Investment Management expects that the SEC will consider extending the dates by which:
Extending the Date for All SEC-Registered Investment Advisers
Under previously-proposed rules, all SEC-registered investment advisers must report their eligibility for continued federal registration by August 20, 2011.2 However, according to the SEC Division of Investment Management, the Dodd-Frank Act’s changes to investment adviser registration require that the Investment Adviser Registration Depository be reprogrammed to accommodate the transitioning advisers’ registrations. The SEC Division of Investment Management expects that this reprogramming will take until the end of 2011. Because of this delay, the SEC Division of Investment Management has now stated that the SEC is contemplating postponing the deadline for eligibility reporting into “the first quarter of 2012.” At this time, there is no further specific information on calculation, withdrawal, or transition dates.
Mid-Sized Advisers’ Transition Date
This possible extension has implications for mid-sized advisers, i.e., investment advisers with between $25 and $100 million in assets under management. In previous releases of proposed rules implementing the Dodd-Frank Act’s requirements, the SEC suggested requiring mid-sized investment advisers to withdraw their federal registration, thus necessitating completion of their transition to state registration, by October 19, 2011.3 In its April 8 letter, the SEC Division of Investment Management has now indicated its expectation that the SEC will provide an unspecified “grace period” for mid-sized advisers to complete their transition from federal to state registration—that is, finish withdrawing their SEC-registration and register with the appropriate state regulator(s).
Private Advisers’ Compliance Date
The April 8 letter also stated that the SEC is considering extending the date by which investment advisers relying on Advisers Act section 203(b)(3) must “come into compliance with the obligations of a registered adviser.”
Because the Dodd-Frank Act repealed section 203(b)(3) and its federal registration exemption,4 some investment advisers will have to register with the SEC. In its April 8 letter, the SEC Division of Investment Management recognizes the effort involved with becoming SEC registered and complying with those requirements. Consequently, the SEC Division of Investment Management has stated that it expects the SEC to consider extending the date for investment advisers to become fully registered and compliant “until the first quarter of 2012.”
Please note: the April 8 letter makes clear that the SEC still intends to enact applicable final rules before July 21, 2011. You can read the SEC Division of Investment Management’s April 8 letter here.
The Commissioner of Securities and the Missouri Securities Division will continue to work in collaboration with the SEC and the other states on the developing timetable to implement the Dodd-Frank Act’s changes to investment adviser registration in Missouri.
This release is for informational purposes only and does not offer analysis on or applicability to any particular set of facts. If you have any questions, please contact the Securities Division at (573) 751-4136.
April 13, 2011
September 6, 2012
The Commissioner of Securities has issued an Advisory Release alerting Missouri's investment advisers and others to a recent report on the Investment Adviser Registration "Switch." Read the release here, and the Report here.
July 3, 2012
The Commissioner of Securities has issued an Advisory Release concerning pending investment adviser registration applications after the Dodd-Frank Act "Switch" deadline. Read the release here.
May 17, 2012
The Commissioner of Securities has issued an Advisory Release concerning a no-action letter and the April 26 rulemaking concerning Missouri Private Fund Advisers. Read the release here.
April 26, 2012
The Commissioner of Securities has issued an advisory release concerning a rulemaking related to an exemption from registration for certain advisers to private funds. Read the release here.
March 23, 2012
The Commissioner of Securities has issued an advisory release on the fast-approaching deadlines and best registration practices for investment advisers switching to state registration. Read the release here.
December 30, 2011
The Commissioner of Securities sent a letter to Missouri Investment Advisers who may switch to state regulation in 2012 under the Dodd-Frank Act. Read the letter here .
December 15, 2011
Advisory Release AR-11-07
The Commissioner of Securities issued an advisory release summarizing NASAA’s coordinated review program for investment advisers switching to state regulation in 4-14 states. Read the release here.
July 20, 2011
Advisory Release AR-11-04
The Commissioner of Securities for the State of Missouri issued an advisory release summarizing a No-Action Determination issued in response to a request by an adviser to a private fund. Read the release here.