Daniel A. Breen, III; DB3 Holdings Corp.; Skiles Partners, L.P.; and Furtherfield Partners, L.P., Rules 109.3(c) [now Rule 109.6(b)] and 139.1(b), 7/7/1997
The staff determined that Rule 139.1(b), which excepted from the investment-adviser registration requirements any person that renders investment advice to any entity described in Rule 109.3(c)(1) (i.e., “accredited investors” as defined in Rule 501(a)(1)-(4), (7), and (8) of the SEC’s Regulation D), did not apply to an entity composed entirely of individual accredited investors. Accordingly, the staff declined to recommend no action to require registration as an investment adviser of the general partner (and the controlling persons of the general partner) of a proposed limited partnership hedge fund having as limited partners only persons who were accredited investors.