Under the Investment Advisors Act of 1940 (the “Advisers Act”), Investment Advisers assume a fiduciary responsibility requiring them to seek and obtain the “best execution” for client transactions when trading in client accounts. The United States Securities and Exchange Commission (“SEC”) has outlined this responsibility as “an adviser must execute securities transactions for clients in such a manner that the client’s total costs or proceeds in each transaction are the most favorable under the circumstances.” Also, the SEC has indicated Investment Advisers need to periodically “evaluate the execution quality of the broker-dealer executing their clients’ transactions.”
[Continued from ERA: Exempt Reporting Adviser Qualification – Part I]
SEC ERA Registration vs. State ERA Registration
Firms with more than $100 million in regulatory AUM (Large Advisers) must register with the SEC unless an exemption is available. Advisers with between $100 million and $150 million AUM solely attributable to private funds are exempt under the private fund adviser exemption, as described above. Advisers with over $150 million AUM must register with the SEC.
Per the Investment Advisers Act of 1940 (the “Advisers Act”), firms who meet the definition of providing investment advisory services generally must register either with the SEC or with state securities regulators. When the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) was signed into law, the Advisers Act was amended to implement a new category for a narrow class of advisory firms: the Exempt Reporting Adviser (ERA).
Requirements for Exempt Reporting Advisers:
Exempt Reporting Advisers (“ERAs“) must submit to the SEC, and periodically update, a truncated version of the Form ADV. More specifically, ERAs must complete the following items of Part 1A of Form ADV:
The Dodd-Frank Act (“Dodd-Frank”) not only mandated the registration of countless investment advisers, but also introduced a new classification of advisory firm – the Exempt Reporting Adviser – that is exempt from registration under the Investment Advisers Act of 1940 (the “Advisers Act”). Exempt Reporting Advisers (“ERAs“) are investment advisers that are not required to register as an adviser with the SEC or state regulators, due to their status as an advisor to either: (i) private funds and having less than $150 million of assets under management; or (ii) qualifying venture capital funds.