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Final Rule: Exemptions for Advisers to Venture Capital Funds, Private

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Final Rule: Exemptions for Advisers to Venture Capital Funds, Private 39646 Federal Register / Vol. 76, No. 129 / Wednesday, July 6, 2011 / Rules and Regulations SECURITIES AND EXCHANGE 6. No Redemption Rights The primary purpose of Congress in COMMISSION 7. Represents Itself as Pursuing a Venture repealing section 203(b)(3) was to Capital Strategy require advisers to ‘‘private funds’’ to 17 CFR Part 275 8. Is a Private Fund register under the Advisers Act.6 Private 9. Application to Non-U.S. Advisers [Release No. IA–3222; File No. S7–37–10] 10. Grandfathering Provision funds include hedge funds, private B. Exemption for Investment Advisers equity funds and other types of pooled RIN 3235–AK81 Solely to Private Funds With Less Than investment vehicles that are excluded $150 Million in Assets Under from the definition of ‘‘investment Exemptions for Advisers to Venture Management company’’ under the Investment Capital Funds, Private Fund Advisers 1. Advises Solely Private Funds Company Act of 1940 7 (‘‘Investment With Less Than $150 Million in Assets 2. Private Fund Assets Company Act’’) by reason of section Under Management, and Foreign 3. Assets Managed in the United States 3(c)(1) or 3(c)(7) of such Act.8 Section Private Advisers 4. United States Person 3(c)(1) is available to a fund that does C. Foreign Private Advisers AGENCY: Securities and Exchange 1. Clients not publicly offer the securities it 9 Commission. 2. Private Fund Investor issues and has 100 or fewer beneficial 10 ACTION: Final rule. 3. In the United States owners of its outstanding securities. A 4. Place of Business fund relying on section 3(c)(7) cannot SUMMARY: The Securities and Exchange 5. Assets Under Management publicly offer the securities it issues 11 Commission (the ‘‘Commission’’) is D. Subadvisory Relationships and and generally must limit the owners of adopting rules to implement new Advisory Affiliates its outstanding securities to ‘‘qualified III. Certain Administrative Law Matters purchasers.’’ 12 exemptions from the registration IV. Paperwork Reduction Analysis requirements of the Investment Advisers V. Cost-Benefit Analysis 6 Act of 1940 for advisers to certain VI. Regulatory Flexibility Certification See S. Rep. No. 111–176, at 71–3 (2010) (‘‘S. privately offered investment funds; Rep. No. 111–176’’); H. Rep. No. 111–517, at 866 VII. Statutory Authority (2010) (‘‘H. Rep. No. 111–517’’). H. Rep. No. 111– these exemptions were enacted as part Text of Rules 517 contains the conference report accompanying of the Dodd-Frank Wall Street Reform the version of H.R. 4173 that was debated in I. Background and Consumer Protection Act (the conference. While the Senate voted to exempt ‘‘Dodd-Frank Act’’). As required by Title On July 21, 2010, President Obama private equity fund advisers in addition to venture signed into law the Dodd-Frank Act,2 capital fund advisers from the requirement to IV of the Dodd-Frank Act—the Private register under the Advisers Act, the Dodd-Frank Act Fund Investment Advisers Registration which, among other things, repeals exempts only venture capital fund advisers. Act of 2010—the new rules define section 203(b)(3) of the Advisers Act.3 Compare Restoring American Financial Stability ‘‘venture capital fund’’ and provide an Section 203(b)(3) exempted any Act of 2010, S. 3217, 111th Cong. § 408 (2010) (as investment adviser from registration if passed by the Senate) with The Wall Street Reform exemption from registration for advisers and Consumer Protection Act of 2009, H.R. 4173, with less than $150 million in private the investment adviser (i) had fewer 111th Cong. (2009) (as passed by the House) (‘‘H.R. fund assets under management in the than 15 clients in the preceding 12 4173’’) and Dodd-Frank Act (2010), supra note 2. United States. The new rules also clarify months, (ii) did not hold itself out to the 7 15 U.S.C. 80a. the meaning of certain terms included public as an investment adviser and (iii) 8 Section 202(a)(29) of the Advisers Act defines did not act as an investment adviser to the term ‘‘private fund’’ as ‘‘an issuer that would in a new exemption from registration for be an investment company, as defined in section 3 ‘‘foreign private advisers.’’ a registered investment company or a of the Investment Company Act of 1940 (15 U.S.C. DATES: Effective Date: July 21, 2011. company that has elected to be a 80a–3), but for section 3(c)(1) or 3(c)(7) of that Act.’’ business development company (the 9 Interests in a private fund may be offered FOR FURTHER INFORMATION CONTACT: ‘‘private adviser exemption’’).4 Advisers pursuant to an exemption from registration under Brian McLaughlin Johnson, Tram N. the Securities Act of 1933 (15 U.S.C. 77) specifically exempt under section 203(b) Nguyen or David A. Vaughan, at (202) (‘‘Securities Act’’). Notwithstanding these are not subject to reporting or 551–6787 or [email protected], Division exemptions, the persons who market interests in a recordkeeping provisions under the private fund may be subject to the registration of Investment Management, U.S. Advisers Act, and are not subject to requirements of section 15(a) under the Securities Securities and Exchange Commission, Exchange Act of 1934 (‘‘Exchange Act’’) (15 U.S.C. examination by our staff.5 100 F Street, NE., Washington, DC 78o(a)). The Exchange Act generally defines a 20549–8549. ‘‘broker’’ as any person engaged in the business of 2 Dodd-Frank Wall Street Reform and Consumer effecting transactions in securities for the account SUPPLEMENTARY INFORMATION: The Protection Act, Public Law 111–203, 124 Stat. 1376 of others. Section 3(a)(4)(A) of the Exchange Act (15 Commission is adopting rules 203(l)–1, (2010). U.S.C. 78c(a)(4)(A)). See also Definition of Terms in 203(m)–1 and 202(a)(30)–1 (17 CFR 3 In this Release, when we refer to the ‘‘Advisers and Specific Exemptions for Banks, Savings Act,’’ we refer to the Advisers Act as in effect on Associations, and Savings Banks Under Sections 275.203(l)–1, 275.203(m)–1 and July 21, 2011. 3(a)(4) and 3(a)(5) of the Securities Exchange Act 275.202(a)(30)–1) under the Investment 4 15 U.S.C. 80b–3(b)(3) as in effect before July 21, of 1934, Exchange Act Release No. 44291 (May 11, Advisers Act of 1940 (15 U.S.C. 80b) 2011. 2001) [66 FR 27759 (May 18, 2001)], at n.124 (‘‘Solicitation is one of the most relevant factors in (the ‘‘Advisers Act’’).1 5 Under section 204(a) of the Advisers Act, the Commission has the authority to require an determining whether a person is effecting Table of Contents investment adviser to maintain records and provide transactions.’’); Political Contributions by Certain reports, as well as the authority to examine such Investment Advisers, Investment Advisers Act I. Background adviser’s records, unless the adviser is ‘‘specifically Release No. 3043 (July 1, 2010) [75 FR 41018 (July II. Discussion exempted’’ from the requirement to register 14, 2010)], n.326 (‘‘Pay to Play Release’’). A. Definition of Venture Capital Fund pursuant to section 203(b) of the Advisers Act. 10 See section 3(c)(1) of the Investment Company 1. Qualifying Investments Investment advisers that are exempt from Act (providing an exclusion from the definition of 2. Short-Term Holdings registration in reliance on other sections of the ‘‘investment company’’ for any ‘‘issuer whose Advisers Act (such as sections 203(l) or 203(m) outstanding securities (other than short-term paper) 3. Qualifying Portfolio Company are beneficially owned by not more than one 4. Management Involvement which we discuss below) are not ‘‘specifically exempted’’ from the requirement to register hundred persons and which is not making and does 5. Limitation on Leverage pursuant to section 203(b), and thus the not presently propose to make a public offering of Commission has authority under section 204(a) of its securities.’’). 1 Unless otherwise noted, all references to rules the Advisers Act to require those advisers to 11 See supra note 9. under the Advisers Act will be to Title 17, Part 275 maintain records and provide reports and has 12 See section 3(c)(7) of the Investment Company of the Code of Federal Regulations (17 CFR 275). authority to examine such advisers’ records. Act (providing an exclusion from the definition of VerDate Mar<15>2010 19:17 Jul 05, 2011 Jkt 223001 PO 00000 Frm 00002 Fmt 4701 Sfmt 4700 E:\FR\FM\06JYR3.SGM 06JYR3 mstockstill on DSK4VPTVN1PROD with RULES3 Federal Register / Vol. 76, No. 129 / Wednesday, July 6, 2011 / Rules and Regulations 39647 Each private fund advised by an registration under the Advisers Act (the These new exemptions are not adviser has typically qualified as a ‘‘venture capital exemption’’) and mandatory.24 Thus, an adviser that single client for purposes of the private directs the Commission to define qualifies for any of the exemptions adviser exemption.13 As a result, ‘‘venture capital fund’’ within one year could choose to register (or remain investment advisers could advise up to of enactment.18 New section 203(m) of registered) with the Commission, 14 private funds, regardless of the total the Advisers Act directs the subject to section 203A of the Advisers number of investors investing in the Commission to provide an exemption Act, which generally prohibits most funds or the amount of assets of the from registration to any investment advisers from registering with the funds, without the need to register with adviser that solely advises private funds Commission if they do not have at least us.14 if the adviser has assets under $100 million in assets under In Title IV of the Dodd-Frank Act management in the United States of less management.25
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