As promised, the Division of Investment Management is withdrawing and modifying 203 no-action letters on the Advertising and Cash Solicitation Rules, effective November 4, 2022, the date the Marketing Rule (Advisers Act Rule 206(4)-1) goes live. The SEC is also withdrawing Staff Guidance on the Testimonial Rule and Social Media from March 2014.
Compliance officers no longer have to hunt through various No-Action Letters to find the appropriate disclosure to comply with the SEC’s Advertising and Cash Solicitation Rules. Now either the information is contained in the Marketing Rule or the guidance has been withdrawn. Here are some of the more famous No-Action letters that will be rescinded as of November 4, 2022:
- Clover Capital Management, October 28, 1986
- Cambiar Investors, August 28, 1997
- DALBAR, March 24, 1998
- Denver Investment Advisors, July 30, 1993
- Franklin Management, December 10, 1998
- Horizon Asset Management, September 13, 1996
- Investment Adviser Association, December 2, 2005
- J.P. Morgan Investment Management, May 7, 1996
- The TCW Group, November 7, 2008
- Association for Investment Management and Research, December 18, 1996
Similarly, No-Action Letters interpreting the Cash Solicitation Rule are also being pulled, “including no-action letters issued to solicitors who would otherwise be subject to the Cash Solicitation Rule’s disqualification procedures.”
Firms should prepare for the November 4, 2022 deadline by reviewing their policies and procedures to delete references to these No-Action Letters and incorporate the requirements of the Marketing Rule instead.