Overview

Many UK and EU managers and advisers (including those in the private equity, hedge fund and real estate sectors) may be required to register with the US Securities and Exchange Commission (SEC), even if they are already authorised by the UK Financial Services Authority or another regulator. This is as a result of the US Private Fund Investment Advisers Registration Act of 2010, which was signed into law as part of the US Dodd-Frank legislation.

After some delay, the SEC has now published its final rules on the registration requirements, including clarifying the scope of three important new exemptions. It is anticipated that many non-US managers of, and advisers to, private investment funds will be able to benefit from the exemptions.

However, for two of the exemptions, firms will still need to file some information with the SEC (which will be made public) and will be subject to limited reporting and compliance obligations (including, in theory, being subject to SEC inspections). Firms providing segregated investment management or advisory services to US clients (sometimes termed "managed accounts") may not be able to rely on the exemptions at all.

This briefing note focuses on the position of non-US managers and advisers. It provides information on the exemptions, the timing implications and the reporting requirements.