In an interesting no-action letter, the SEC Staff stated it would not recommend enforcement action if a company did not register as an investment adviser where the company provided investment advisory services solely to its parent company and subsidiaries.  See Allianz of America, Inc., dated May 25, 2012, at http://www.sec.gov/divisions/investment/noaction/2012/allianzamerica052512-203a.htm.

The SEC Staff found that this entity need not register with the Commission as an investment adviser.  The Staff stated that, although Section 202(a)(11) of the Investment Advisers Act required anyone providing advice to others regarding securities for compensation to be registered with the SEC, this entity claimed it did not advise non-affiliated third parties, but only its parent company and wholly owned subsidiaries.  Further, the entity provided to the SEC Staff no-action letter and exemptive relief authority where other companies in similar situations were not required to be registered.  Accordingly, the SEC Staff granted the request of no action relief. 

In sum, if you can keep it in-house, registration will not be necessary.