September 27, 2021

Volume XI, Number 270

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September 27, 2021

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SEC Issues No Action Letter on Treatment of Reserved Powers Trust as Non-US Person by Non-US Investment Adviser for Registration Exemption

On March 5, the Securities Exchange Commission’s Division of Investment Management issued a no-action letter (the No-Action Letter) relating to the treatment of a Reserved Powers Trust as a non-US person by a non-US investment adviser in relying on the foreign private adviser exemption in section 203(b)(3) of the Investment Advisers Act of 1940 (the Advisers Act). Section 203(a)(30) of the Advisers Act defines a foreign private adviser as an investment adviser that has “fewer than 15 clients in the United States and investors in the United States in private funds advised by the adviser and less than $25 million in aggregate assets under management from such clients and investors.”

Specifically, the SEC staff indicated that a Reserved Powers Trust may be treated as a non-US person by a non-US investment adviser “in determining the number of clients and private fund investors in the United States, or the amount of its assets under management attributable to clients and investors in the United States,” when relying on the foreign private adviser exemption.

The No-Action Letter.

The Request for No-Action.

©2021 Katten Muchin Rosenman LLPNational Law Review, Volume XI, Number 71
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About this Author

Susan Light, Katten Law Firm, Finance Law Attorney, New York
Partner

Susan Light focuses her practice on financial services regulatory matters. She counsels broker-dealers, hedge funds, investment banks and financial services clients on enforcement issues involving the Securities and Exchange Commission (SEC), Financial Industry Regulatory Authority (FINRA), other self-regulatory organizations (SROs) and state and federal regulatory authorities. She has particular experience related to sales practice issues, financial and operational issues, anti-money laundering, crowdfunding, cybersecurity, and cryptocurrencies.

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212-940-8599
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