Dodd Frank: Investment Advisers and Pooled Investment Vehicles

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1 Dodd Frank: Investment Advisers and Pooled Investment Vehicles Bridge Group May 13, 2011 Laurence V. Parker, Jr.

2 Background Investment Advisers Act traditionally regulated money managers managing investments in securities for individuals or managing mutual funds Exceptions from registration under the Investment Advisers Act of 1940 for advisers to funds (i) with fewer than 100 investors or (ii) that are composed of only qualified purchasers 2

3 Overview Five Big Changes: Shifts regulatory burden for smaller advisers (< $100 Million in assets under management) to the states Indexes the financial thresholds (accredited investor, qualified client, etc.) to invest in private offerings Makes advisers to private funds investment advisers by eliminating the exemption from registration for managers to funds <100 investors or composed of qualified purchasers. allows Financial Stability Oversight Council to mine data on private funds to assess systemic risk. allows SEC to set examination priorities Advisers to private funds have additional disclosure requirements (Form PF). Subjects advisers to large private funds to incentive based compensation restrictions 3

4 Timeline Final rules for first 3 releases scheduled for May to July time frame (so, it goes without saying, some material in these slides may change in the final rules) Dodd Frank goes into effect on July 21, 2011 Less than $100 Million under management Transition to the states, file ADV W by October 19, 2011 Over $100 Million under management Will need to register with SEC Form ADV, Part I will change based on focus on Private Funds Form ADV, Part II changed to implement plain English rules for most advisers, effective March 31, Advisers to Private Funds not exempt from registration, must register by July 21, 2011, unless SEC delays this requirement to the first quarter of 2012 as it has promised. Form PF will probably first be filed in the first quarter of 2012, for the fourth quarter of

5 New Categories of Advised Funds Requiring Registration Any person providing investment advice for compensation to a pooled investment vehicle is required to register as an investment adviser unless he, she or it is eligible for an exemption. What does registration mean generally? Fiduciary Duties and Anti-Fraud Rules (also apply to those within the definition of investment adviser but exempt from registration) Advertising and Performance Advertising Rules Custody Rules and Audit Requirements Proxy Voting Rules Rules on Use of Solicitors Compliance Programs are Required Code of Ethics Required Insider Trading Policies are Required Supervisory Procedures Must be put in Place Records requirements Disclosure Requirements (Form ADV Part I and II) Contract Requirements Performance Fee Restrictions and Conflict with Accredited Investor Definition (200k single, 300K combined income or $1 mill. net worth versus Qualified Client definition of a $1 mill. investment or $2 mill. net worth). 5

6 New Exemptions from Registration 2 critical exemptions for pooled investment vehicles (entities eligible for these exemptions are referred to in the implementing releases as exempt reporting advisers): Persons providing advice solely to one or more Venture Capital Funds Persons providing advice solely to one or more Private Funds with less than $150 Million in assets under management Note, exempt reporting advisers do not have to register but (i) must still report selected information on ADV, Part I, to assist FSOC in assessing systemic risk, (ii) are subject to the books and records requirements under the IA Act, and (iii) may be examined by the SEC. Exempt reporting advisers are also subject to Advisers Act fiduciary duties and anti-fraud rules. 2 other exemptions family office and foreign private adviser. 6

7 Private funds < $150 Million Must only advise qualifying private funds and those funds in the aggregate must have less than $150,000,000 in assets Qualifying private fund = A "private fund" is defined as an issuer that would be an investment company, as defined in section 3 of the Investment Company Act of 1940 (the "1940 Act"), but for section 3(c)(1) (<100 investors) or 3(c)(7) (qualified purchaser) thereof. Assets under management are the regulatory assets under management calculated in the same manner as under Form ADV, at fair value, includes family money and uncalled capital commitments, and does not subtract out debt. Whether affiliated entities will be integrated for purposes of this rule is unclear (See page 87, footnote 270 of the private fund exemption release). 7

8 Venture Capital Funds a private fund that: (i) invests in equity securities (as defined in Exchange Act Rule 3a11-1, including preferred, warrants or other securities convertible into equity) of qualifying portfolio companies in order to provide operating and business expansion capital, and at least 80 percent of each company s securities owned by the fund were acquired directly from a qualifying portfolio company; (ii) directly, or through its investment advisers, offers or provides significant managerial assistance to, or controls, the qualifying portfolio company; (iii) does not borrow or otherwise incur leverage (other than limited short-term borrowing < 120 days and < 15% of capital and uncalled commitments; (iv) does not offer its investors redemption or other similar liquidity rights except in extraordinary circumstances (and makes only pro-rata distributions); (v) represents itself as a venture capital fund to investors; and (vi) is not registered under the Investment Company Act and has not elected to be treated as a BDC. An existing fund as a venture capital fund is grandfathered if, it represented itself as a venture capital fund, sold securities to one or more investors prior to December 31, 2010, and does not sell securities to or accept additional capital commitments from any person after July 21,

9 Venture Capital Funds (Qualifying Portfolio Companies) Qualifying portfolio company means, any company that: is not publicly traded; does not incur leverage in connection with the investment by the private fund; uses the capital provided by the fund for operating or business expansion purposes rather than to buy out other investors; and is not itself a fund (i.e., is an operating company). The SEC does not intend for a qualifying portfolio company to become ineligible because it is taken public after the fund s investment. 9

10 Exempt Reporting Adviser Reporting Requirements Part 1A of Form ADV Item 1 (identifying information) Item 2.C (exemptions for exempt reporting advisers) Item 3 (form of organization) Item 6 (other business activities) Item 7 (financial industry affiliations and private fund reporting) Item 10 (control persons) Item 11 (disclosure information) 10

11 Registered Advisers to Private Funds Requirement to File Form PF Any investment adviser registered or required to register with the SEC that advises one or more private funds must file a Form PF with the SEC Any adviser who adviser who advised private funds and is not an exempt reporting adviser. Form PF Level of Detail Advisers to private funds with less than $1 Billion in assets under management, Section 1 only. Advisers to large private funds, file part 1 plus the applicable secondary Section Part 2 advisers to hedge funds with >$1 Billion Part 3 advisers to liquidity funds with >$1 Billion Part 4 advisers to private equity funds >$1 Billion 11

12 Registered Advisers to Private Funds (continued) Frequency of filing Advisers < $1 Billion = annually, when the ADV update is due Advisers > $1 Billion = quarterly, 15 days after the end of each calendar quarter Valuation and aggregation of assets each adviser would have to aggregate together: assets of managed accounts advised by the firm that pursue substantially the same investment objective and strategy and invest in substantially the same positions as the private fund ( parallel managed accounts ); and assets of that type of private fund advised by any of the adviser s related persons. Assets are valued at fair value as on Form ADV for purposes of determining the $1 Billion threshold 12

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