On May 8, 2018, the Chief Counsel’s Office of the Division of Investment Management (“IM“) of the Securities and Exchange Commission (the “Commission“) issued a “no-action” letter to South State Bank (“SSB“) with respect to its request that the Staff of IM not recommend enforcement action to the Commission under the anti-fraud provisions of the Investment Advisers Act of 1940, and the rules thereunder, if SSB effected an internal restructuring whereby one of its advisory subsidiaries would be merged into another (the “Surviving Entity”). The merged entity would continue to operate as an operating division of the Surviving Entity (the “Division”) and would continue to use its performance track record to the same extent as it could had the restructuring not occurred.

The grant of relief was based upon representations that: (i) the Division would continue to operate as a separate business division of the Surviving Entity operating under its existing brand; and (ii) the same management team that managed the merged entity would manage the Division and the investment committee of the merged entity would continue to have responsibility for the Division’s investment decisions and recommendations.

A copy of the request and “no-action” letter response can be found here.