Additional Guidance on Registration Requirements for Entities Affiliated with Exempt Reporting Advisers

March 22, 2012

As previously discussed in our January 23, 2012 memorandum, the SEC released a No-Action letter addressed to the American Bar Association, Business Law Section (the “2012 Letter”) confirming that certain special purpose vehicles (“SPVs”)1 created by a registered investment adviser that are acting as an investment adviser are not required to separately register as investment advisers if the SPVs meet certain conditions described in the 2012 Letter.2 On March 19, 2012, the SEC posted additional guidance (the “March 19 Guidance”) indicating that advisers who are relying on the private fund adviser exemption or the venture capital adviser exemption from SEC registration (collectively, “Exempt Reporting Advisers”) may include such SPVs on a single Form ADV for the Exempt Reporting Adviser in lieu of filing a separate report for each SPV, provided certain conditions are met.3

If you have any questions, please contact an attorney in the Investment Management Group at Seward & Kissel LLP.


1 Such SPVs include general partners that are “related persons” of a registered investment adviser.

2 The 2012 Letter confirmed and expanded upon the SEC’s position in the December 8, 2005 No-Action letter to the American Bar Association’s Subcommittee on Private Investment Entities regarding SPVs.

3 In particular, the SEC staff response provided that, under the circumstances discussed in the question, the Exempt Reporting Adviser’s Form ADV should: (i) include executive officer and ownership information of each SPV on Schedules A and B and identify to which SPV each officer or owner relates by identifying the relevant SPV in the “Title or Status” column of Schedule A; and (ii) respond to the questions in Form ADV such that all responses relate to and include all information concerning the Exempt Reporting Adviser and each SPV included in the Form ADV.