Securities Advisory Releases

Advisory Release AR-12-05:

Commissioner of Securities Issues No-Action Determination Concerning Pending Investment Adviser Registration Applications After the Dodd-Frank Act “Switch” Deadline

The Commissioner of Securities for the State of Missouri (the “Commissioner”) is issuing this advisory release to alert Missouri’s investment advisers of a recent no-action determination in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) investment adviser switch requirements.

The Dodd-Frank Act required investment advisers with assets under management between $25 million and $100 million (“mid-sized investment advisers”), previously registered with the SEC, to register with the states by June 28, 2012 (the “switch deadline”). Some mid-sized investment advisers applying for Missouri registration just prior to or after the switch deadline risk having their federal registration withdrawn or terminated before their state registration is approved, and, as a result, may be without any registration and thus unable to conduct business.

This potential lag between federal and state registration prompted a June 28, 2012 no-action request from a Missouri-based investment adviser who filed for registration with the Commissioner prior to the switch deadline. Pension Administrators & Consultants, Inc. (“Pension Administrators”), sought no-action relief from the Commissioner while its application was pending and until approval.

On July 2, 2012, the Commissioner responded to Pension Administrators’ request by granting a no-action determination in accordance with Section 409.6-605(d), RSMo. (Cum. Supp. 2011). The Commissioner noted the following representations made by Pension Administrators in its request:

1. Pension Administrators is a mid-sized investment adviser required by the Dodd-Frank Act to switch to state registration;


2. Pension Administrators is a Missouri-based investment adviser;


3. Pension Administrators applied for Missouri registration prior to the switch deadline; and


4. As of the switch deadline, Pension Administrators’ application for registration was still being reviewed by the Missouri Securities Division and consequently remained pending.

The no-action determination provides that the Commissioner will take no action against Pension Administrators as long as: the firm maintains its current business arrangements, and its application for Missouri registration remains pending. The no-action determination is subject to the registration-as-a-matter-of-law provisions contained in Section 409.4-406, RSMo. (Cum. Supp. 2011), and the effectiveness and tolling provisions of MO 15 CSR 30-51.160.

If you have any questions, please contact the Securities Division at (573) 751-4136, or for more information on the impact of the Dodd-Frank Act on securities regulation in Missouri, visit http://www.sos.mo.gov/securities/iaswitch/.

July 3, 2012