Registering a hedge fund manager as an investment Adviser: A practical guide through the process

On October 26, 2004 the Securities and Exchange Commission (the “SEC”) adopted new rules and rule amendments under the Investment Advisers Act of 1940 (the “Advisers Act”) that will require most hedge fund managers to register with the SEC as investment advisers by February 1, 2006. The actions taken by the SEC will necessitate that hedge fund managers begin preparing for SEC registration at least four to six months in advance of registration. In light of these new rules, this article summarizes: The significant provisions of the Advisers Act that hedge fund managers will need to become familiar with; The SEC registration process that a hedge fund adviser will have to follow; The SEC inspection program and some practical tips that hedge fund advisers should consider implementing. Because the regulatory framework imposes a variety of obligations and prohibitions on hedge fund managers, who, up until now, have operated without significant regulatory oversight, we recommend that fund managers who are likely to become subject to the registration rules should, well in advance of the February 1, 2006 registration deadline, familiarize themselves with the legal and operational changes that will affect them and assemble the information they will need to commence and complete the registration process. This article is designed to introduce fund managers to that framework.