SEC Provides Guidance on Umbrella Registration of Investment Advisers

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On January 18, the Securities and Exchange Commission issued a no-action letter (the 2012 Letter) in response to a number of questions relating to the registration requirements of certain entities that are affiliated with registered investment advisers.

First, the 2012 Letter reiterates the continued validity of the position taken in a 2005 no-action letter (the 2005 Letter) regarding the registration requirement of certain special purpose vehicles (SPVs) created by registered investment advisers to private funds. The 2005 Letter provided that an SPV need not separately register so long as (i) the registered adviser to the private funds establishes the SPV to act as the private funds’ general partner or managing member; (ii) the SPV’s formation documents designate the investment adviser to manage the private funds’ assets; (iii) all of the investment advisory activities of the SPV are subject to the Investment Advisers Act and the rules thereunder, and the SPV is subject to examination by the SEC; and (iv) the registered adviser subjects the SPV, its employees and persons acting on its behalf to the registered adviser’s supervision and control.

Second, the 2012 Letter makes clear that the position taken in the 2005 Letter was not intended to be limited to a registered adviser with a single SPV.

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