On August 21, 2019, the Securities and Exchange Commission published two separate releases related to proxy voting issues. One release provided guidance regarding proxy voting responsibilities of investment advisers under the Investment Advisers Act of 1940 and Rule 206(4)-6 thereunder (the “Investment Adviser Proxy Guidance”), while the other provided an interpretation and related guidance regarding the applicability of certain rules under Section 14 of the Securities Exchange Act of 1934 to proxy voting advice (the…

Funds & Investment Management Law Blog

OCIE issues Regulation S-P Risk Alert for Advisers and Broker-Dealers

By Peter M. McCamman

April 30, 2019

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Privacy and the safeguarding of customer information continues to be an important compliance topic from the SEC’s perspective, including its examination staff. The SEC’s Office of Compliance Inspections and Examinations (OCIE) recently released a Risk Alert highlighting common examination deficiencies from registered advisers and broker-dealers related to Regulation S-P, a rule requiring that such registrants provide privacy notices to clients and implement customer information safeguarding policies. A closer look at this Risk Alert along with…

Funds & Investment Management Law Blog

Taking Custody of the Custody Rule’s Impact on the Loan Market and Digital Assets

By Adam D. Kanter

April 1, 2019

Hello dear readers. If you are reading this today, on April 1, and you have a December 31 fiscal year end, then you have survived your annual Form ADV amendment. Congratulations! And while many of you are doubtless gearing up for an annual Form PF filing due at the end of this month, you might also pause and take a few moments to dwell on everyone’s favorite rule under the Investment Advisers Act of 1940;…

Funds & Investment Management Law Blog

SEC Settles Charges with 79 Self-Reporting Advisers in Share Class Selection Disclosure Initiative

By Peter M. McCamman

March 22, 2019

On March 11, 2019, the SEC announced that it settled charges against 79 investment advisers who self-reported violations in connection with the SEC’s Share Class Selection Disclosure Initiative (the “Initiative”). Please see the link below for a Legal Update on this enforcement action, which discusses the Initiative in greater detail as well as the eligibility requirements for advisers, reviews the regulatory activity in this area prior to the announcement of the Initiative and summarizes the settled enforcement…

Funds & Investment Management Law Blog

SEC Staff Grants Limited No-Action Relief Regarding the In-Person Board Meeting Requirement under the Investment Company Act

By Peter M. McCamman

March 5, 2019

On February 28, 2019, the staff of the SEC’s Division of Investment Management granted no-action relief in connection with the 1940 Act’s in-person meeting requirements under Section 15 of the Investment Company Act of 1940 (the “1940 Act”).[1] This relief would apply to the boards of directors of a registered investment companies (each a “fund”) and would permit them to, under certain delineated circumstances, approve certain investment advisory and principal underwriting contracts of…

Funds & Investment Management Law Blog

Practice Points for OCIE’s 2019 Exam Priorities and 2018 SEC Enforcement Actions Involving Advisers

By Peter M. McCamman

February 19, 2019

In late 2018, the SEC’s Office of Compliance Inspections and Examinations (OCIE) released its 2019 examination priorities, which cover not only investment advisers and registered funds, but also broker-dealers and transfer agents. To help you digest and better understand these 2019 exam priorities, our Washington, DC-based Investment Management practice has prepared a legal update giving an overview of the exam priorities specific to investments advisers, a brief description of certain key SEC 2018 enforcement actions…

Funds & Investment Management Law Blog

SEC Enforcement Round-Up II: Electric Boogaloo

By Adam D. Kanter

September 27, 2018

It’s time for another periodic round-up of noteworthy SEC enforcement actions. Topics in this update: hypothetical and back-tested performance, cybersecurity/privacy, and private fund conflicts, and then a lightning round of other odds and ends.…

Funds & Investment Management Law Blog

SEC Enforcement Round-Up

By Adam D. Kanter

July 18, 2018

There’s clearly no summer lull at the SEC Division of Enforcement’s Asset Management Unit—over the past two weeks, we’ve seen a deluge of more cases impacting investment advisers than we’ve seen afternoon thunderstorms (and here in DC, that’s saying something). In this post I’m going to briefly summarize some of the take-aways for these cases impacting the pay-to-play rule, the “testimonial rule,” and the custody rule.…

Funds & Investment Management Law Blog

Changes Afoot for the Volcker Rule

By Adam D. Kanter

July 2, 2018

Fund managers that are affiliated with U.S. banks, or that have historically courted U.S. banks (or their affiliates) as investors in their funds, are by now very familiar with the restrictions imposed by the “Volcker Rule” since its adoption in December 2013. A massive regulatory undertaking, the rule was adopted by five of the U.S. financial regulators (namely, the Federal Reserve, the FDIC, the Office of the Comptroller of the Currency, the SEC, and the CFTC)…

Funds & Investment Management Law Blog

A New Standard for Investment Adviser Fiduciary Duty?

By Stephanie M. Monaco

June 27, 2018

In April 2018, the SEC proposed an Interpretation Regarding Standard of Conduct for Investment Advisers. In that proposal, the SEC has proposed to interpret the duty of loyalty (which, combined with the duty of care, constitutes fiduciary duty) as requiring advisers to put client interests ahead of their own and make full and fair disclosure of all material facts of the relationship. More particularly, the SEC stated that advisers must seek to avoid conflicts…

Funds & Investment Management Law Blog

News & Views on Legal Issues Facing Fund Managers and Investment Management Professionals

Blog Authors

SEC Issues Guidance Releases Related to Proxy Voting Responsibilities of Investment Advisers and Other Proxy Voting Issues

OCIE issues Regulation S-P Risk Alert for Advisers and Broker-Dealers

Taking Custody of the Custody Rule’s Impact on the Loan Market and Digital Assets

SEC Settles Charges with 79 Self-Reporting Advisers in Share Class Selection Disclosure Initiative

SEC Staff Grants Limited No-Action Relief Regarding the In-Person Board Meeting Requirement under the Investment Company Act

Practice Points for OCIE’s 2019 Exam Priorities and 2018 SEC Enforcement Actions Involving Advisers

SEC Enforcement Round-Up II: Electric Boogaloo

SEC Enforcement Round-Up

Changes Afoot for the Volcker Rule

A New Standard for Investment Adviser Fiduciary Duty?

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