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Compliance Alert: New SEC Rules and Form ADV Update -

Enhanced Identification Disclosure

 Enhanced Identification Disclosure

New SEC requirements significantly expand public disclosures by registered investment advisers for their SMA businesses. The requirements take effect Oct 1, 2017. The SEC also confirmed provisions for "umbrella registration" of related advisers and generally overhauled many questions on Form ADV. There is time to act, but many to-do's follow from the new rules. Our webinar will cover practical tips for the coming compliance challenges.

 You can download a full copy of the slides from this webinar.

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Full video transcript available below:

Okay, we can have the next slide? Now we go into a separate set of enhanced disclosure being put into place in the form 80 V and while none of this is highly controversial, I think it's useful in opening up a window on the current thinking and concerns of the SEC staff for various aspects of an investment advisory business, which is always useful to know in advance. Starting with this slide, there are a number of topics, there are number of current disclosure requirements, which are expanded. Every RIA and exempt reporting advisor who had a CIK number is going to have to dislose it, or all of them, regardless of whether the advisor is a public company. That's been expanded to all advisors. There's already a website disclosure requirement, and that is now being expanded to social media accounts maintained by the advisor.

There is a relatively modest requirement currenlty reporting data on the various offices maintained by an investment advisor and that disclosure is going to expand, rather than disclosing identifying the top five offices measured by number of employees. Disclosure will go to the top 25 offices and will require in addition to basic identification of the office, a description of the investment activity conducted in each office. Questions have been asked about the status of a compliance function at an investment advisor's business, whether it's an inhouse or an outsource compliance source, and there are further questions about the assets of registered investment advisors.

Generally, except for this first point that I'm about to go into, all of these new disclosure requirements, unlike the SMA disclosure requirements will apply to everybody who files a form 80 V. That is to say to exempt reporting advisors as well as to registered investment advisors. First with respect to RIAs only, item 5 where the business of a RIA is described in detail, the SEC will require more precision in indicating the number of advisory clients held in their different types of businesses, and as Nathan pointed out earlier on in our presentation, upon reflection, they don't force an advisor to go down to one, because that would have other disclosure implications for that one advisor's account. Rather the less than 5 box is checked, if you have fewer than five clients. Of course that precision will apply to the number of advisory clients, the types of advisory clients that are already set out in item five, and the RAUM attributable to client type. 

This is not SMA disclosure, it's a much broader disclosure about the basis o fthe advisory business. Social media disclosure requirements are new and receive a lot of attention from commenters, and as a result of that, the SEC made several clarifications. First of all, they're not going to hold the investment advisor responsible for disclosing the existence of social media platforms, which refer to the investment advisor, but which are not controlled by the investment advisor. Secondly, they've made it clear that they're not concerned about every kind of social medial platform that the investment advisor gives input to, and the classic example is a job search site. The investment advisor is simply advertising for employees. It's not going to have to disclose that account, but it will have to disclose accounts that are used to buy the investment advisors, to promote the investment advisor's business, and disclosure is not required for social media platforms used by affiliates of the investment advisor, if the affiliates are not RIAs. Anything there, Nathan, before we go on?

Pat, my only comment here would be a housekeeping one, which is that I think we might just show the next two slides on the screen, but not say much about them, because we're starting to have some time pressure. 

That's fine. Why don't we go to the next slide, and you'll see that there we've laid out the non SMA disclosure requirements, CIK numbers, social media, offices, which may be a bit burdensome to complete the source of compensation and employment of chief compliance officers, the decision of a balance sheet asset reporting, and advisory business data requirements as we said before. 

Actually if you flip one more slide, we'll see the balance of that chart, and that will give you a fairly good outline for reference to take away from this webinar.

 

This webinar was co-hosted with Shearman & Sterling LP. To learn more visit www.shearman.com 
 
 
 

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