RegAlert2006-06-06
Added · Updated
SEC Division of Investment Management staff letter: SCP Private Equity Partners II, L.P.
The staff of the Division of Investment Management concurred that a liquidating trust formed by SCP Private Equity Partners II, L.P. is not deemed to have been formed or operated for the specific purpose of acquiring securities offered by a Section 3(c)(7) Fund. This determination allows the trust to qualify as a Qualified Purchaser under Section 2(a)(51)(A)(iii) of the Investment Company Act of 1940. Consequently, the underlying Section 3(c)(7) Funds may continue to rely on the exemption from the definition of investment company under Section 3(c)(7) following the transfer of interests to the trust. The trust holds these interests until liquidation, with the trustee acting as a Qualified Purchaser and the fund's partners remaining the sole beneficial owners.
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INCOMING LETTER:
KLEHR, HARRISON, HARVEY, BRANZBURG & ELLERS LLP ATTORNEYS AT LAW LAWRENCE D. ROVIN Direct Dial: (215) 569-2898 LROVIN@klehr.com 260 S. BROAD STREET PHILADELPHIA, PA 19102 (215) 568-6060 FAX: (215) 568-6603 www.klehr.com June 6, 2006 New Jersey Office 457 Haddonfield Road Suite 510 Cherry Hill, New Jersey 08002-2220 (856) 486-7900 Delaware Office 919 Market Street Suite 1000 Wilmington, Delaware 19801-3062 (302) 426-1189 Office of Chief Counsel Division of Investment Management Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: SCP Private Equity Partners II, L.P. Gentlemen:
We are writing on behalf of SCP Private Equity Partners II, L.P. (the "Fund"), requesting that the staff of the Division of Investment Management (the "Staff") concur with our view that, for purposes of Section 2(a)(51)(A)(iii) of the Investment Company Act of 1940, as amended (the "Act"), the Trust (as defined below) will not be deemed to have been formed or operated for the specific purpose of acquiring securities offered by an entity that is excepted from the definition of “investment company” by Section 3(c)(7) of the Act (a “3(c)(7) Fund”). FACTS AND ASSUMPTIONS The Fund is organized as a limited partnership under the laws of the State of Delaware. The purpose of the Fund is to generate returns for its partners through long-term investments in equity and equity-related securities. It is not an investment company within the meaning of the Act because interests in the Fund are beneficially owned by fewer
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