Subject: File No. DF Title IV - Exemptions
From: Judith Gross
Affiliation: Principal, JG Advisory Services (compliance consulting)

August 18, 2010

Regarding state vs SEC registration, can the rule-making address whether these types of investment advisers will have to register with the SEC or the State, or neither:
1. advisers with under $100m AUM whose states do not have an exam requirement
2. advisers with between $100m AUM - $150AUM who do not advise solely private funds
3. advisers with under $100m AUM whose states do not actually require them to register due to an exemption in the state law
Thank you.