Investment Advisers Act of 1940 — Rule 202(a)(11)(G)-1
Peter Adamson III

April 3, 2012

RESPONSE OF THE OFFICE OF CHIEF COUNSEL
DIVISION OF INVESTMENT MANAGEMENT
IM Ref. No. 20123201551

Based on the facts and representations in your letter dated January 16, 2012, we cannot assure you that we would not recommend enforcement action to the Securities and Exchange Commission (the “Commission”) under section 203(a) of the Investment Advisers Act of 1940, as amended (the "Advisers Act"), against Peter Adamson III if he proceeds as described in your letter without registering under the Advisers Act.¹ Your request fails to demonstrate how the proposed arrangement is consistent with rule 202(a)(11)(G)-1 under the Advisers Act and related guidance under the rule. Specifically, your letter does not explain how the proposed arrangement would not create a multifamily office.²

¹ You state that Mr. Adamson seeks to serve as a key employee to up to ten separate family offices (each representing a separate and distinct family) without registering as an investment adviser with the Commission in reliance on the family office exclusion of rule 202(a)(11)(G)-1 under the Advisers Act.

² See Family Offices, Investment Advisers Act Release No. 3220 (June 22, 2011) (“Family Office Release”). In the Family Office Release, the Commission emphasized that the exclusion for family offices does not extend to family offices serving multiple families. In particular, footnote 114 states that if several unrelated families established separate family offices staffed with the same or substantially the same employees, such employees would be managing a de facto multifamily office, such that the family offices could not rely on the exclusion.

Incoming Letter

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The Incoming Letter is in Acrobat format.