Steps an Exempt Reporting Adviser Must Take to Transition to SEC Registered Investment Adviser Status: Registration Triggers and Building a Compliance Department (Part One of Three)

Unlike advisers exempt from SEC registration prior to the enactment of the Dodd-Frank Act, advisers claiming exemption from registration as “exempt reporting advisers” (ERAs) under one of the act’s narrow exemptions do not operate entirely outside of the SEC’s radar. Although ERAs are not registered with the SEC, they are nonetheless required to file and disclose certain information on Form ADV Part 1. This three-part series is designed to assist ERAs transitioning from the status of ERA to that of an SEC registered investment adviser (RIA). This first article discusses the circumstances under which an ERA would be required to switch to SEC registration, along with considerations for an adviser when building out its compliance program. The second article will outline key policies and procedures that an ERA should consider when drafting its compliance manual. The third article will review the regulatory filings required to be filed by RIAs, amendments that ERAs may need to make to their fund offering documents in anticipation of a change in registration status, as well as guidance as to what newly registered advisers should expect from the SEC examination process. For additional background on ERAs, see “ACA Webcasts Detail Exempt Reporting Adviser Qualifications and Compliance Obligations” (Mar. 8, 2012); and “Impact of the Foreign Private Adviser Exemption and the Private Fund Adviser Exemption on the U.S. Activities of Non-U.S. Hedge Fund Managers” (May 13, 2011).

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