The SEC’s Priorities in 2018

Recently, the Securities and Exchange Commission’s Enforcement Division released their annual report detailing its priorities for 2018.  The department will be guided by 5 principles: Focus on the Main Street Investor, Focus on Individual Accountability, Keep Pace with Technological Change, Impose Sanctions that Most Effectively Further Enforcement Goals, and Constantly Assess the Allocation of Resources. Read More…

Large Trader – Rule 13h-1 (Part 2)

For Part 1, please see  Large Trader-Rule 13h-1 (Part 1).  Part 2 A large trader is required to file a Form 13H Initial Filing promptly after effecting aggregate transactions equal to or greater than the Identifying Activity Level threshold.  After initial filing, Rule 13h-1(b)(1)(ii) specifies that an annual filing must be made within 45 days after[…]

How to Become an RIA

A registered investment advisor (“RIA”) is a person or firm that, for compensation, provides advice, makes recommendations, issues reports or furnishes analyses on securities, either directly or through publications.  Typically, an RIA manages the assets of high net worth individuals and institutional investors.  RIAs have the highest standard of care as they are deemed fiduciaries.  As a fiduciary, RIAs owe their clients a duty of Read More…

Large Trader – Rule 13h-1 (Part 1)

Rule 13h-1 helps the SEC identify and obtain trading information on market participants that conduct a substantial amount of trading activity in the U.S. securities market. The rule imposes filing requirements on persons that meet the definition of “large trader.” A larger trader is any person that directly or indirectly, including through other persons controlled by such person, exercises investment discretion over transactions in NMS securities that equal or exceed:

  • 2 million shares or $20 million during any calendar day; or
  • 20 million shares or $200 million during any calendar month.

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Annual Reviews – SEC Rule 206(4)-7

SEC Rule 206(4)-7 requires investment advisers to review, no less frequently than annually, the adequacy of its written compliance policies and procedures and the effectiveness of their implementation. The SEC expects annual reviews to take into consideration any compliance matters that arose during the previous year, any changes in the business activities of the adviser or its affiliates, and any changes in the Investment Advisers Act or related rules that may impact the adviser’s policies and procedures. In addition, the SEC expects that an investment adviser will review its compliance policies and procedures on an interim basis in response to significant compliance issues, changes in business activities, and new regulation.  Read More…

Wrap Fee Suitability

A wrap fee program is an arrangement between financial institutions (typically broker-dealers and investment advisers) that enables customers to pay an all-inclusive fee (usually as a percentage of assets) for investment advisory services bundled with various other services, such as execution, clearing, and custodial services. Wrap fee programs create a number of suitability issues for the financial institutions that sponsor the wrap fee program or participate in the program.  Read More…

Investment Advisers: SEC vs. State Registration

Due to the Dodd-Frank legislation, as of mid-2012, there are rules for registration eligibility that are primarily determined by a firm’s assets under management (“AUM”). For all firms below $100 million AUM, registration is required with the appropriate state jurisdictions.  For firms above $100 million AUM, registration will be at the SEC level, unless a registration exemption exists. In order to account for fluctuations in AUM, the SEC has imposed, by rule, a buffer for Investment Advisers with AUM between $90 million and $110 million. An adviser may register with the SEC once it reaches AUM of $100 million. An adviser must register with the SEC if it’s AUM is $110 million or more at the time they file their annual ADV amendment. Once registered with the SEC, a mid-size adviser can remain registered with the SEC as long as its AUM is at least $90 million at the time they file their ADV amendment.  Read More…

SEC Releases New RIA Form ADV Filing Requirements Effective October 2017

Securities and Exchange Commission (SEC) adopted amendments to Investment Advisers Act rules in August 2016 that will result in significant changes to Form ADV for advisory firms working with SMA’s (Separately Managed Accounts).  The additional data will help the SEC focus on examining firms more often that present the greatest risks. Read More…

2017 Examination Priorities for RIA’s and BD’s

The Office of Compliance Inspections and Examinations (“OCIE”) of the Securities and Exchange Commission (“SEC”) continues another year of exam priorities for its Registered Investment Advisors (“RIA”) and Broker-Dealers. OCIE are the “eyes and ears” of the SEC, and its exams are used by the SEC to inform rule-making initiatives, identify and monitor risks, improve industry practices, and pursue misconduct. Read More…