Mid-Sized Advisers with Fewer than 5 Clients Must Register with the SEC
The SEC’s Division of Investment Management has issued some new responses to frequently asked questions concerning Form ADV and IARD. Most significantly, the staff indicates that a firm with between $25 Million and $100 Million in assets under management (aka “mid-sized advisers”) that has fewer than 5 clients must register with the SEC if the adviser’s home state does not require registration for advisers with fewer than 5 clients. Upon obtaining its sixth client, the adviser would withdraw to state registration, but the adviser could wait until after filing its next annual amendment. The FAQs also address master-feeder arrangements including how to count beneficial owners of the master fund. The staff also indicates that private funds may use balance sheet gross asset figures to value derivatives for purposes of calculating regulatory assets under management.