SEC Division of Investment Management staff letter: Alliance Trust Company of Nevada

1900 K Street, NW
Washington, DC 20006-1110
+1 202 261 3300 Main
+1 202 261 3333 Fax www.dechert.com
MICHAEL L. SHERMAN
Partner michael.sherman@dechert.com
+1 202 261 3449 Direct
+1 202 261 3149 Fax
VIA ELECTRONIC DELIVERY
Assistant Chief Counsel
Office of Chief Counsel
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Request for No-Action Assurance under Sections 202(a)(30) and 203(b)(3) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and Rule 202(a)(30)-1 thereunder regarding certain trusts as non-U.S. persons Dear Mr. Marchesani:
On behalf of the Alliance Trust Company of Nevada (“Alliance Trust”), 1 we request your assurance that the staff of the Division of Investment Management (the “Staff”) would not recommend that the Securities and Exchange Commission (“SEC” or the “Commission”) take enforcement action under Section 203(a) of the Advisers Act 2 against a non-U.S. adviser relying on the “foreign private adviser exemption” in Section 203(b)(3) of the Advisers Act, 3 when the exemption would not be available but for treating a Reserved Powers Trust (as First licensed in 2005, Alliance Trust Company, LLC is one of the largest employee-owned trust companies in the State of Nevada. We seek relief only under the indicated sections of the Advisers Act and not under Regulation S of the Securities Act of 1933 (“Regulation S” under the “Securities Act”) or any other provision of, or rule under, the federal securities laws. Except as otherwise noted, references to statutory provisions or rules are to sections of and rules under the Advisers Act.
Section 203(b)(3) excepts foreign private advisers, as defined in Section 202(a)(30), from the
registration requirements of Section 203(a). Section 202(a)(30) defines a “foreign private adviser” as an investment adviser with: (A) no place of business in the United States; (B) fewer than 15 clients in the United States and investors in the United States in private funds; (C) less than $25,000,000 in aggregate assets under management attributable to such clients and investors in private funds; and (D) neither (i) holds itself out generally to the public in the United States as an adviser nor (ii) advises any registered investment company or business development company as defined by the Investment Company Act of 1940 (“Investment Company Act”).