The Securities and Exchange Commission (the "SEC") recently adopted final rules and amendments (the "Final Rules") to implement the provisions of Title IV of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank") in connection with the registration of investment advisers under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). Specifically, the Final Rules, among other things, reallocate the regulatory responsibility for advisers between the SEC and the states. In addition, the SEC adopted certain amendments to Form ADV.

Mid-Sized Advisers

Currently, advisers who do not advise any funds registered under the Investment Company Act of 1940 are required to have at least $25 million in assets under management in order to be eligible for registration with the SEC. The Final Rules create a new category of "mid-sized" advisers and charge the state securities authorities with primary regulatory oversight of such group. An investment adviser that has between $25 million to $100 million in assets under management and is regulated or required to be registered with the state in which it maintains its primary place of business and is subject to examination as an investment adviser by such state, is prohibited from registering with the SEC. The amount of assets under management is based on gross assets under management and includes any proprietary assets, assets managed without compensation and assets of foreign clients, all of which an adviser may currently exclude from the calculation of amount of assets under management.