In a no-action letter dated January 18, 2012, the SEC (“the Commission”) provided additional guidance and relief from registration to certain registered investment advisers (“RIAs”) with special purpose vehicles (“SPVs”). In a 2o05 no-action letter, the Commission had provided exemptive relief from investment adviser registration to SPVs created by RIAs who act as the general partner or managing member to a private fund that the RIA advises provided the following conditions were met:
- the private fund’s adviser created the SPV to serve as the funds general partner or managing member;
- the SPV’s organization documents designate the RIA as adviser to the fund;
- the advisory activities of the SPV are subject to the Advisers Act;
- the RIA has supervision and control over the SPV’s employees and agents.
In its recent no-action letter, the Commission reiterated its 2005 position and expanded its scope to provide relief to RIAs managing multiple SPVs provided the following conditions are met:
- the RIA advises only private funds or separately managed accounts that follow an investment strategy that is “substantially similar” to the one adopted by the funds and are only open to “qualified clients”;
- each SPV affiliated with an RIA is under its supervision and control;
- the RIA has its principal place of business in the United States;
- the RIA and SPVs are subject to the same Code of Ethics which is administered by a the same chief compliance officer;
- the RIA discloses the identity each of its SPVs in its annual form ADV filing and that it and its SPVs file a single form ADV.
Share this Post