Compliance Alert: New SEC Rules and Form ADV Update -

Q&A: Your Questions Answered

Q&A: Your Questions Answered

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.


Full video transcript available below:

The first one is, what are the key points which an investment advisor should emphasize when it informs its SMA clients of the impending disclosure requirement? I think Pat has already helped us there, but the first thing is simply that it's coming. The second is the reassurance that the SMA data will be aggregated. Then hopefully, you'll be able to say you've done some modelling around the data and you don't think that any secret sauce is out there. That the data is not revealing the investment program in a detrimental way. I think if you can give those messages, you get the key point.As a last and bonus answer to that, certainly before you talk to your key clients, I'd double check what the IMA says about information disclosure, so there's no surprise there in that conversation. 

Pat, it looks like the next question is, and maybe you should take this one is, should affiliated filing advisors who currently file separately, remember this is umbrella registration, if you're currently using multiple advisors filing separately, should you adopt umbrella registration? What are some upsides and downsides, Pat?

Well, you know ultimately, there would be much more clarity in terms of presenting a business on a comprehensive basis to the SEC, which is certainly something that they would want and they would be happy with, but one has to take into account, as Nathan has outlined, that there are certain eligibility requirements before you can file on an umbrella. You basically have to be able to demonstrate that you have an integrated business, particularly in the area of the client and code of ethics. If you don't, I would expect an investment advisor to think very seriously about whether it's worth the effort to consolidate independent filings as one when they've already gone through the trouble to set up the independent filings. My own guess is that if an investment advisor would have to change aspects of his business to qualify for umbrella registration, they will most likely decide not to.

Okay, the next question that's up on my screen is an administrative one. It's whether the slides will be available, and the answer is yes, my compliance office will be sending the slides out, so we look forward to sharing them. The next question I see is, how does the SEC defiine a separately managed account? The answer is at some level they don't. They define it in the negative, so that it seems that a separately managed account is an account that is other than with a pooled investment vehicle. Anything to add to that, Pat?

No, they define it in the negative so that it does become somewhat of a catchall category perhaps in the world view of the SEC which is that they are a fund client and there are separate clients. In that sense it will have a broad reach, but at least it's clear that fund clients do not have to be included.

Okay. Getting very close to the top of the hour, but I see two more questions. It says, will we have to report SMAs as a composite or individually like we do funds? There the answer is certainly as a composite. If you're familiar with the long section 7 where you break out funds one by one and you show their names and their AUM and who the GP is and who the custodian is, that does not happen with SMA. SMAs are going to be shown on only a composite or aggregated business.

One more, oop, I guess we're out of time, but let's go ahead and have some final remarks from Steve. 

Okay, well thank you very much indeed, Nathan and Patrick for your time today. I am very, very grateful indeed. As we are currently about a minute away, what we will do is we'll send you on the back, we'll make sure that everyone on the call today gets acess to that. Again, I just want to thank everyone for joining the presentation today. I want to thank our host from Sherman and Sterling. I'd also like to bring your attention to the webinar we're going to present next week. This webinar is titled SEC Due diligence demands, so we'll be sending that invite out in the next couple of days and I very much hope that we will see you all then. As it is now coming up to one o'clock eastern, I want to thank everyone for their time today, and we no conclude today's session. Thank you very much indeed for your time.

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

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