Resources

IA Checklist

Missouri Investment Adviser Application Checklist

Missouri Securities Division Audit Unit Information

IA Switch Pre-Registration Exam Report

IA Switch Final Report

Presentation on IA Switch Issues

No Action Letter

No-Action Determination Concerning Private Fund Advisers

IA Switch Letter to IA Firms

December 2011 Letter to Switching Investment Advisers

Pension Administrators No-Action Letter

No-Action Determination on Pending Application at Switch Deadline


Advisory Releases

Advisory Release AR-12-03:

Commissioner’s Proposed Amendment to Missouri’s Private Fund Adviser Exemption

The Commissioner of Securities is issuing this advisory release to alert Missouri’s investment advisers to a proposed rule that would allow certain Missouri private fund advisers to continue operating in this state in compliance with recently-enacted Federal statutory and regulatory changes.

Currently, Rule 15 CSR 30-51.180(6) (the “Private Fund Adviser Exemption”) exempts from registration certain investment advisers in the State of Missouri. The Private Fund Adviser Exemption exempts an advisers if:


1. the adviser provides advice to 15 or fewer clients;

2. those clients are funds qualify for exemptions found at section 3(c)(1) and 3(c)(7) of the Investment Company Act of 1940; and

3. the adviser is exempt under section 203(b)(3) of the Investment Advisers Act of 1940

However, recent Federal legislation makes it impossible for previously-exempt advisers in Missouri to comply with Private Fund Adviser Exemption. The Dodd-Frank Wall Street Reform and Consumer Protection Act1 (the “Dodd-Frank Act”) repealed section 203(b)(3). The elimination of section 203(b)(3) not only impacts federal securities laws, but Missouri securities laws as well. Because section 203(b)(3) is no longer effective, the third prong of the Private Fund Adviser Exemption is no longer available, and the Private Fund Adviser Exemption is no longer viable. As a result, investment advisers relying on that exemption from state registration—that is, advisers to 3(c)(1) and 3(c)(7) funds—are required to either register or find another exemption to operate under. Subsequent Federal rulemaking implemented the Dodd-Frank Act’s changes and promulgated different exemptions for private fund advisers (the “Federal private fund adviser exemptions”).

As explained in previous advisory release, the Commissioner has been preparing for the Dodd-Frank Act’s impact on the regulation of Missouri’s investment advisers. For instance, on July 20, 2011, the Commissioner issued a no-action determination to a Missouri private fund adviser. The no-action determination asserted that the Commissioner would take no action against the adviser if it continued its advisory business consistent with the representations made in its request, prior to the sooner of June 28, 2012, or the promulgation of a state regulation similar to the Private Fund Adviser Exemption and available to the adviser.

With this advisory release, the Commissioner is informing the public of a proposed amendment to the Private Fund Adviser Exemption that will allow those advisers who had relied on it to continue operating. The proposed amendment, filed by the Commissioner on April 26, 2012, changes the Private Fund Adviser Exemption to exempt Missouri private advisers from the State’s registration requirements when that adviser (1) qualifies for the Federal private fund adviser exemptions and (2) was previously exempt. You can read the proposed amendment here.

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

April 26, 2012





1 Dodd-Frank Wall Street Reform and Consumer Protection Act, section 410, Pub. L. No. 111-203, 124 Stat. 1376 (2010).




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  • September 6, 2012
    The Commissioner of Securities has issued an Advisory Release alerting Missouri's investment advisers and others to a recent report on the Investment Adviser Registration "Switch." Read the release here, and the Report here.

  • July 3, 2012
    The Commissioner of Securities has issued an Advisory Release concerning pending investment adviser registration applications after the Dodd-Frank Act "Switch" deadline. Read the release here.

  • May 17, 2012
    The Commissioner of Securities has issued an Advisory Release concerning a no-action letter and the April 26 rulemaking concerning Missouri Private Fund Advisers. Read the release here.

  • April 26, 2012
    The Commissioner of Securities has issued an advisory release concerning a rulemaking related to an exemption from registration for certain advisers to private funds. Read the release here.

  • March 23, 2012
    The Commissioner of Securities has issued an advisory release on the fast-approaching deadlines and best registration practices for investment advisers switching to state registration. Read the release here.

  • December 30, 2011
    The Commissioner of Securities sent a letter to Missouri Investment Advisers who may switch to state regulation in 2012 under the Dodd-Frank Act. Read the letter here .

  • December 15, 2011
    Advisory Release AR-11-07
    The Commissioner of Securities issued an advisory release summarizing NASAA’s coordinated review program for investment advisers switching to state regulation in 4-14 states. Read the release here.

  • July 20, 2011
    Advisory Release AR-11-04
    The Commissioner of Securities for the State of Missouri issued an advisory release summarizing a No-Action Determination issued in response to a request by an adviser to a private fund. Read the release here.


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