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Your professionally curated research and reference resource fully integrating treatise and how-to guidance with underlying laws, rules, interpretations, and hundreds of sample documents.

New Marketing Rule reference collection

A big FYI! In the Adviser News section on this page, we've posted a collection of reference materials for those interested in learning more.

Adviser Regulatory & Compliance News

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Marketing Rule Reference Materials

March 24, 2021

While we draft a whole section of the website regarding the recently adopted Marketing Rule, this posting provides members with a good collection of materials for reference. Note that for many advisers there will be a critical choice over the next year to 18 months: stay with the old rules until the new rule compels compliance (Nov. 4, 2022) or opt in to the new rule's requirements beginning May 4, 2021. But it's a one way path: once you've opted in, you must comply with the new rule. Please click the headline to this summary to access the reference page.

Acting SEC Chair Lee Gives Speech on Proxy Voting Issues

March 17, 2021

Acting SEC Chair Allison Herren Lee spoke at the 2021 ICI Mutual Funds and Investment Management Conference about proxy voting issues. She began by stating that there are two key trends that have brought us to our current posture and which necessitate updates to our rules and guidance to reflect a new reality regarding proxy voting and corporate governance. First, is the growth in households invested in funds. A second key trend is the soaring demand for opportunities to invest in vehicles with ESG strategies. Millennials, in particular, are increasingly attuned to the specific ways in which funds and companies utilize their money, and their influence will only grow. She went on to say that it is high time to revisit Form N-PX, the form in which mutual funds and ETFs report their votes, and make it useful in creating needed transparency around the fundamental exercise of shareholder voting. Lastly, she spoke about structural voting issues that pose tremendous challenges to funds. On one front, she noted that funds as issuers themselves are confronted with obstacles when trying to obtain a quorum, while funds as voters face difficulties in obtaining information about their votes. She recognized that funds as an issuer community face a unique landscape as their ownership is highly intermediated and diffuse, making it difficult and expensive to identify shareholders. Her speech can be accessed by clicking the headline to this summary.

Corporate Transparency Act Implications for Advisers

March 12, 2021

The Corporate Transparency Act ("CTA") was passed by Congress as part of The William M. (Mac) Thornberry National Defense Authorization Act for Fiscal Year 2021, H.R. 6395, 116th Cong. (2020) ("NDAA") late its last session of the Trump administration. Tucked away in the CTA are substantial new reporting requirements on "reporting companies" regarding their financial activities. In short, AML has gotten a significant boost, which has implications for advisers and funds. The accompanying article provides a bit more detail and links to lengthier articles and the legislation. Please click the headline to this blurb to access the summary.

SEC Seeks Comments and Input on Cross-Trading Practices

March 12, 2021

On March 11, 2021, the Div. of Investment Mgmt. released a Staff Statement seeking "feedback on ways to enhance the regulatory regime governing investment company cross trading." If an adviser has investment company clients, it may be worthwhile reviewing and/or commenting on the Staff's Statement. Rule 17a-7 sets the ground rules for cross-trading, including various limitations on such transactions. The Staff seeks input on: (1) Current cross trading practices; (2) Securities Eligible to Cross Trade: Pricing and liquidity; (3) Controls; and (4) Market Transparency. The full Staff Statement can be accessed by clicking the headline to this summary.