For US domiciled fund managers…do we need to be registered investment advisers?

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Community Member

May 03, 2023

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2 answers

Mike Suprovici

May 03, 2023

no you don’t

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Hans Kim

Accepted Answer

Jul 23, 2023

Under US securities laws, certain private funds are not required to be registered or regulated as investment companies laws such as under the following exclusions:

· Traditional 3(c)(1) Fund (no more than 100 beneficial owners)

· 3(c)(7) Fund (limited to qualified purchasers)

· 3(c)(1) Qualifying Venture Capital Fund (no more than $10M from no more than 250 beneficial owners).

Fund advisers are required to register with the SEC unless they are exempt from applicable registration requirements such as investment advisers who solely manage qualifying venture capital funds or solely manage private fund assets of less than $150 million. They are, however, required to make certain filings and report certain information annually to the SEC as exempt reporting advisers.

I understand a 3(c)(1) Qualifying Venture Capital Fund with <$10M in assets and <250 beneficial owners is exempt from reporting and registering with the SEC. However, if the ManCo and GP/LP are all domiciled in Delaware, are there still state-level registration and reporting requirements with the Delaware Securities Division since the fund advisor (i.e. ManCo & GP) is domiciled with a place of business in Delaware? It's my understanding that Delaware only has an exemption for 3(c)(7) fund advisors, not 3(c)(1) advisors.

For US domiciled fund managers…do we need to be registered investment advisers?

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