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Sep 14th, 2020
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  1. With the notable exception of private funds, the Final Rule generally applies the rules used to count clients under the current Private Adviser Exemption. As such, an investment adviser may treat as a single client a natural person and: (i) that person’s minor children (whether or not they share the natural person’s principal residence); (ii) any relative, spouse, spousal equivalent or relative of the spouse or of the spousal equivalent of the natural person who has the same principal residence; (iii) all accounts of which the natural person and/or the person’s minor child or relative, spouse, spousal equivalent or relative of the spouse or of the spousal equivalent who has the same principal residence are the only primary beneficiaries; and (iv) all trusts of which the natural person and/or the person’s minor child or relative, spouse, spousal equivalent or relative of the spouse or of the spousal equivalent who has the same principal residence are the only primary beneficiaries. The Final Rule also allows an investment adviser to treat as a single client: (i) a corporation, general partnership, limited partnership, limited liability company, trust, or other legal organization to which the adviser provides investment advice based on the organization’s investment objectives, and (ii) two or more legal organizations that have identical shareholders, partners, limited partners, members or beneficiaries. However, in the event that any such legal organization is a collective investment vehicle excluded from the definition of investment company by Sections 3( c )(1) or 3( c )(7) of the Investment Company Act of 1940 (the “Company Act”), reference must be made to the number of investors in such private fund as discussed below.
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