The Investment Advisers Act of 1940 (the “Advisers Act”), rules adopted by the U.S. Securities and Exchange Commission (the “SEC”) pursuant thereto, and state laws governing the activities of investment advisers determine when persons engaged in the business of providing investment advice must or may register as an investment adviser with either the SEC or the relevant state authorities. However, the complex set of rules dictating the investment adviser registration analysis is increasingly difficult for investment professionals to navigate. In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act radically changed the who, where and how of the investment adviser registration analysis.
We have published this guide to help simplify the analysis and provide a summary of the trade-offs in the variety of regulatory choices. While this guide applies to all advisers, we have highlighted considerations that the sponsors of both registered and private funds will find useful in their structuring decisions.