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A Better Partnership


Feb 2012
February 13, 2012

Registration Streamlined for Some Related Advisers

On January 18, 2012, the staff of the Division of Investment Management issued a no-action letter allowing private fund managers that operate through multiple entities to rely on a single adviser registration provided the following conditions are met: (i) all of the advisers are controlled by or under common control with the filing adviser; (ii) the advisers manage only private funds and substantially similar separate accounts for “qualified clients;” (iii) each relying adviser, its employees and associated persons are subject to the filing adviser’s supervision and control and are, therefore, “persons associated with the filing adviser;” (iv) the filing adviser has its principal place of business in the United States and therefore the Advisers Act applies to the filing adviser and relying advisers’ dealings with their clients; (v) each relying adviser is subject to the Advisers Act including a compliance program and SEC examination; (vi) the filing adviser and each relying adviser is subject to a single code of ethics and a single set of written policies and procedures administered by a single compliance officer; (vii) appropriate disclosure is made on Schedule D of Form ADV for the registering adviser; and (viii) each adviser has sufficient assets ($150 Million) to register with the SEC.  The staff also indicated that it will still follow prior guidance that a special purpose vehicle formed to serve as a general partner of a private fund need not register if the affiliated investment adviser is registered so long as the GP and its personnel are subject to the Advisers Act.

If one of the relying advisers has less than $150 Million in assets, you also need to check state law to determine if there is a separate registration requirement.  Read the entire no-action letter here.

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