October 30, 2010
Investment advisers registered with the Commission that are advisers to a pooled investment vehicle, where the investment adviser or a related person of the adviser is also the general partner or managing member or has a comparable position for the pooled investment vehicle, are deemed to have custody of client assets. In compliance with Rule 206(4)-2 these advisers typically have the pooled investment vehicle audited and distribute the audited financials to the investors within 120 days of the fiscal year-end. When issuing rules for the transition of investment advisers from SEC to state registration by July 2011 in response to the Dodd-Frank Act, please address whether these advisers would be required to have the pooled investment vehicle audited for the partial year that the adviser is registered with the Commission even if the adviser is registered with the state for the remainder of the year and is in compliance with state custody regulations that may be different from SEC regulations and may not require an audit of the pooled investment vehicle.