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Connecticut Welcomes You!  Federal Financial Regulatory Reform Restores Connecticut’s Authority over Hedge Fund Advisers

The recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (P.L. 111-203) (the "Dodd-Frank Act") changes the federal framework for regulating investment advisers by amending provisions of the Investment Advisers Act of 1940, as amended (the "Advisers Act") regarding state and federal responsibilities and SEC investment adviser registration requirements.  These changes not only impact the scope of the federal regulation of investment advisers by the Securities and Exchange Commission ("SEC"), but also restore, in part, Connecticut's regulatory authority and enforcement responsibilities with respect to investment advisers previously preempted by the National Securities Markets Improvement Act of 1996 ("NSMIA").  More than 4,000 investment advisers are expected to land within the purview of state securities regulators when the Dodd-Frank Act amendments to the Advisers Act become effective on July 21, 2011.  The Securities Division of the Connecticut Department of Banking (the "Securities Division") is well-known in the securities industry for its aggressive approach to securities enforcement.  With a newly appointed U.S. Attorney whose first announcement was that he is creating a securities fraud task force focused on the financial services industry, it is clear that the stakes are going up significantly for private fund managers and other investment advisers with offices in Connecticut – as well as those out of state fund managers and other investment advisers with Connecticut clients.  Those advisers who have been able to escape the reach of the Securities Division, because they are either registered with the SEC or relying on a soon-to-be-lost exemption from SEC registration, must consider the application of Connecticut law to their advisory businesses.  Significantly, Connecticut, unlike most states, requires registration of investment advisers who have a place of business in Connecticut regardless of the number of Connecticut clients, as well as out-of-state investment advisers with more than five clients who are Connecticut residents.  For those investment advisers who would not otherwise land within the reach of the Securities Division, Connecticut Governor Jodi Rell is rolling out the red carpet in the hope of making Connecticut the haven for New York investment advisers looking to escape the proposed increase to the New York state non-resident income tax proposed by New York Governor David Patterson.  With so many variables now at play as a result of the passage of the Dodd-Frank Act, Genna N. Garver, an Associate at Bracewell & Giuliani LLP, and John A. Brunjes and Cheri L. Hoff, both Partners at Bracewell & Giuliani LLP, take this opportunity to survey, in a guest article, the changing federal framework and the interplay of these requirements with the current Connecticut investment adviser regulatory scheme.

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