On Jan, 18, 2012, the SEC’s Division of Investment Management issued a no-action letter permitting registered advisers to private funds to include general partners and similar SPVs of their affiliated funds on the filing adviser’s Form ADV. U.S. filing advisers who have affiliated investment advisory firms which are controlled by, or under common control with, the filing adviser, may include such affiliates on their Form ADV when they are considered part of a single advisory business. Our friends at Schulte Roth & Zabel published a Client Alert last week entitled, “SEC Staff Issues Guidance on Registration of Investment Advisory Affiliates,” which focuses on the practical implications of the Staff’s no-action letter.
Below is an excerpt from the Client Alert. To read it in full, click here.
The Staff’s no-action letter is critical for U.S. advisers with international affiliates (in the U.K., Hong Kong or elsewhere). These international advisory affiliates may provide research, advice or trading services to the U.S. registered adviser and/or the private funds it advises. The Staff’s response permits the filing adviser to include these affiliates on the filing adviser’s Form ADV, rather than separately filing for each affiliate, subject to the conditions in the letter. The Staff’s response applies only in situations where the filing adviser has its principal office and place of business in the United States.
All of the substantive provisions and rules under the Advisers Act apply to the filing adviser and each relying adviser’s dealings with each of its clients, regardless of whether any client or adviser is a U.S. person. Another key condition is that the advisers operate under a single code of ethics and compliance policies in accordance with the Advisers Act and administered by a single chief compliance officer. The Staff noted, however, that a relying adviser operating in a different jurisdiction may have obligations that differ from the filing adviser or another relying adviser.
Tags: Division of Investment Management, filing adviser, private funds, schulte roth & zabel, SEC
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