SEC Issues No-Action Letter Addressing Registration Requirements For Certain Advisory Affiliates

The staff of the Securities and Exchange Commission (the "Commission") issued a no-action letter on January 18, 2012 to the American Bar Association's Subcommittee on Hedge Funds clarifying the registration requirements for certain related entities under the Investment Advisers Act of 1940, as amended (the "Advisers Act").¹ The letter reaffirms and clarifies the Commission's previously existing position that registered advisers to private funds may file a single Form ADV that includes special purpose vehicles ("SPVs") established to function as general partners or managing members of a fund. In addition, the letter explains the conditions under which a group of related advisers organized as separate legal entities, but operating as a "single advisory business," may elect to file a single Form ADV.