On January 18, 2012, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued a no-action letter addressing the investment adviser registration requirements for Special Purposes Vehicles (“SPV”).
This SEC no-action letter, which reaffirms an SEC Staff letter from December 2005, states that while an investment adviser and its affiliates can choose to separately file Form ADV, an investment adviser can file a single Form ADV that covers the adviser and its affiliates. However, the affiliates must be controlled by or under common control of the investment adviser and the investment adviser and its affiliates must conduct a single advisory business. This applies to investment advisers with a single SPV, or multiple SPVs and SPVs with independent directors. However, each SPV or affiliated adviser must be independently eligible to register with the SEC (i.e. must have more than $100 million in assets under management).
When completing the Form ADV, the information provided should be the same as if each entity filed a separate Form ADV. On Schedules A and B, advisers should list each direct and indirect owner, including relying advisers, and provide their title/status; even if this means listing more than 100 individuals. Additionally, a disclosure needs to be made on Schedule D of Form ADV stating that the investment adviser and its affiliated advisers are filing a single ADV in reliance of the No-Action letter and Section 1.B. of Schedule D needs to be completed for each affiliated adviser.
Please refer to the SEC’s no-action letter for additional details, and you should consult with an investment adviser compliance professional before relying upon an SEC no-action letter.