Investment Advisers Act of 1940

News & Analysis as of

SEC Reopens Comment Period on Proposed Target Date Fund Disclosure Requirements to Address Investor Advisory Committee...

The SEC issued a release reopening the comment period on proposed amendments (the “Proposed Amendments”) to Rule 482 under the Securities Act of 1933, as amended, and Rule 34b-1 under the Investment Company Act of 1940, as...more

Orrick's Financial Industry Week in Review

ESMA Reports on Information that Competent Authorities Should Provide to it Under the AIFMD - The European Securities and Markets Authority (ESMA), has published a final report of technical advice for the European...more

SEC Brings Charges Against SEC Registered Investment Adviser for Improperly Allocating Expenses and Other Violations of the...

On February 25, 2014 the Securities and Exchange Commission (the “SEC”) filed public administrative and cease-and-desist proceedings against Arizona-based Clean Energy Capital, LLC (a registered investment adviser, “CEC”) and...more

SEC Relief For "M&A Brokers:" Not Required To Register As Broker-Dealers

The Chief Counsel of the SEC’s Division of Trading and Markets recently issued an important no-enforcement letter regarding the status of a person engaged in effecting transactions in connection with the transfer of ownership...more

Mark Your Calendars for Your Annual Review

Before you even start reading this, go to Outlook or whatever calendar you use, pick a date, and put in “Annual Review.” Any time in the year that works for you will do, although I gravitate towards getting housekeeping...more

SEC Prevails Following Two Week Jury Trial

The SEC prevailed in a jury trial against hedge fund manager Marlon Quan and his entities in a case tied to the massive Petters Ponzi scheme. Mr. Quan and Acorn Capital Group, LLC and Stewardship Investment Advisors, LLC...more

SEC Issues Risk Alert on Investment Advisers’ Due Diligence Processes for Selecting Alternative Investments

On January 28, 2014, the Office of Compliance Inspections and Examinations of the Securities and Exchange Commission (the “SEC”) issued a National Exam Program Risk Alert (the “Risk Alert”) resulting from its review of...more

Strategic Considerations for Start-Up Private Equity Fund Managers

Unprecedented barriers of entry — from the uncertainty of Dodd-Frank reforms to the economic downturn — have presented roadblocks to aspiring private equity fund managers in recent years. ...more

SEC: Adviser Violated Advisers Act by Charging Performance Fees to Non-Qualified Clients

A recent SEC enforcement action illustrates the challenge of complying with changing regulations, particularly for newly registered advisers. The SEC found that the adviser violated the prohibition against charging...more

SEC Charges Adviser and Portfolio Manager with Misrepresentations to Money Market Fund Board and Rule 2a-7 Violations

The SEC issued an Order (the “Order”) instituting administrative and cease-and-desist proceedings against Ambassador Capital Management, LLC (the “Adviser”) and the portfolio manager (the “Portfolio Manager”) for a prime...more

SEC Issues Interpretive Guidance on the Venture Capital Fund Adviser Exemption

On December 2, 2013, the SEC's Division of Investment Management issued a new "Guidance Update" that provides some important interpretive guidance on the exemption from registration under the Investment Advisers act of 1940...more

SEC Staff Elaborates on Venture Capital Adviser Exemption

The SEC’s Division of Investment Management provided advisers to venture capital funds with guidance on fund structures that do not jeopardize an adviser’s ability to rely on the exemption from registration provided by...more

Private Fund Adviser Receives Exemptive Relief from Two-Year Compensation Ban under Pay-to-Play Rule Triggered by Contribution to...

An SEC-registered adviser (the “Adviser”) was granted exemptive relief pursuant to Rule 206(4)-5 (the “Rule”) under the Investment Advisers Act of 1940 (the “Advisers Act”) from the Rule’s two-year prohibition on receiving...more

House Passes Bill to Restore Registration Exemption for Private Equity Fund Advisers

The United States House of Representatives passed a bill on December 4, 2013, that would restore an exemption from registration to advisers of certain private equity funds that limit leverage, an attempt to undo another...more

SEC Gives Guidance On Venture Capital Exemption

The SEC Division of Investment Management has provided guidance regarding the application of the exemption from investment adviser registration available to an investment adviser that advises solely one or more “venture...more

SEC Settles with Adviser Over Discretionary Valuation Practices and Lack of Cross Trade Procedures

The SEC settled public administrative proceedings against a registered investment adviser (the “Adviser”) over (i) its exercise of discretion in valuing securities held by a privately offered fund the Advised managed (the...more

Federal Judge Reaffirms Decision to Narrow SEC’s Adviser Act Claims Against Hedge Fund

Last week, a Georgia federal judge reaffirmed a decision to narrow two claims in a civil enforcement action accusing two hedge fund managers and their firms of defrauding investors. Paul T. Mannion Jr. and Andrew S. Reckles...more

Corporate and Financial Weekly Digest - Volume VIII, Issue 45

In this issue: - SEC Chair Mary Jo White Outlines Potential Changes to “Accredited Investor” Definition - CFTC Issues Final Rules for Systemically Important Derivatives Clearing Organizations - CFTC...more

First Pay-To-Play Exemption Becomes Effective For Hedge Fund

Rule 206(4)-5(a)(1) under the Investment Advisers Act prohibits a registered investment adviser from providing investment advisory services for compensation to a government entity within two years after a contribution to an...more

SEC Grants Rare Exemptive Relief from Pay-to-Play “Time-Out” Provision

In what may be a case of first impression, the SEC recently granted exemptive relief from Rule 206(4)-5(a)(1) of the Investment Advisers Act of 1940, the “time-out” provision of the pay-to-play rule. In general, Rule...more

Questions & Answers on State and Local Variations on SEC Pay-to-Play Rule

Many states and municipalities have adopted laws and regulations that affect how investment managers may solicit investment advisory business, including investment in sponsored public and private funds, from the state...more

SEC Targets Investment Adviser Community

The Enforcement Division of the Securities and Exchange Commission (SEC) and its Office of Compliance Inspections and Examinations (OCIE) are focusing their examination and disciplinary efforts on the investment adviser...more

SEC Clarifies Application of Qualified Client Test for Related Advisers

Under SEC Rule 205-3 under the Investment Advisers Act of 1940 (the “Advisers Act”), an SEC registered investment adviser is permitted to enter into an engagement that includes an incentive compensation component, provided...more

SEC Charges Manager Of Private Equity Fund With Violation Of The Custody Rule

The SEC has settled an administrative action with the managing member of a fund of private equity funds. In an examination the SEC staff learned that the manager was violating the custody rule (Rule 206(4)-2 under the...more

SEC Won’t Object To Aggregation of Certain Client Investments in Private Funds

In a Guidance Update published this week, the SEC’s Division of Investment Management said that it would not object if related investment advisors registered jointly with the SEC and operating a single advisory business...more

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