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The Dodd-Frank Wall Street Reform and Consumer Protection Act requires most investment advisers that have relied on the private adviser exemption from registration under Section 203(b)(3) of the Investment Advisers Act of 1940 (so-called “private advisers”) to become registered with the SEC by July 21, 2011.   In a letter dated April 8, 2011 from Robert Plaze, an Associate Director of the SEC’s Division of Investment Management, to David Massey, President of the North American Securities Administrators Association, Inc., Mr. Plaze stated he expects that the SEC will consider extending the date by which private advisers must register until the first quarter of 2012. Mr. Plaze stated that this action will be taken in light of the time needed for private advisers to register under the Advisers Act and to come into full compliance with the obligations applicable to them once they are registered.  The letter also states that he expects the SEC will issue final rules by July 21, 2011 to implement the new exemptions from registration under the Advisers Act for advisers solely to venture capital funds and advisers solely to private funds with less than $150 million in assets under management in the United States.  Finally, the letter states that, with respect to “mid-sized  advisers” (certain advisers having between $25 million and $100 million of assets under management), he expects the SEC will consider extending the date by which such advisers must transition to state regulation to until the first quarter of 2012.  A copy of this letter is available at www.sec.gov/rules/proposed/2010/ia-3110-letter-to-nasaa.pdf.