The Private Fund Investment Advisers Registration Act of 2010 (the “Registration Act”), contained in the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), both expands and contracts the potential universe of types of investment advisers subject to registration with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940 (the “Advisers Act”). On the one hand, it eliminates the “private adviser exemption,”1 which is the exemption from registration used by many investment advisers (for example, advisers to hedge funds, private equity funds, real estate funds and securitization vehicles). On the other hand, the Registration Act effectively raises the threshold for SEC registration from $25 million in assets under management to $100 million in assets under management, which may preclude certain investment advisers from registering (or possibly require certain investment advisers to deregister) with the SEC.

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