SECURITIES AND OTHER FINANCIAL PRODUCTS
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INVESTMENT ADVISER REGULATION
A STEP-BY-STEP GUIDE TO COMPLIANCE AND THE LAW
Edited by Clifford E . Kirsch ( Eversheds Sutherland ( US ) LLP )
31A [ Reserved ] Written by the leader of one of the world ’ s largest investment services practice groups , this treatise guides investment advisers and their counsel through relevant federal , state , and SEC rules . Readers can find 26 forms covering disclosure and registration requirements , template SEC inquiry responses , compliance checklists , and more . They can also review critical practice standards and pointers about Form ADV , advisory contracts , advertising guidelines , soft-dollar arrangements , requirements for European Union clients , and recordkeeping rules .
Investment advisers routinely confront new laws reshaping their obligations . PLI ’ s Upkeep Service can help them and their attorneys plan accordingly to avoid sanctions .
3 looseleaf volumes , 4,322 pages , $ 702 , Item # 32841 , ISBN 978-1-4024-1690-3 , Updated annually or as needed
CONTENTS
PART I : BACKGROUND 1 Regulation of Investment
Advisers — An Overview
PART II : ADVISERS STATUS ; SEC-STATE JURISDICTION
2 Investment Adviser Status Questions
2A Broker-Dealer Status Issues Under the Investment Advisers Act
3 The Jurisdictional Divide Between the SEC and the States
PART III : REGISTRATION AND DISCLOSURE ; FORM OF ORGANIZATION
4 Registration and Disclosure : The Form ADV 4A Form of Organization
PART IV : ATTRACTING CLIENTS 5 Client Referral Arrangements 6 [ Reserved ] 7 [ Reserved ] 7A Regulation of Marketing , Advertising , and Investment Performance Presentation by Investment Advisers
PART V : THE ADVISER-CLIENT RELATIONSHIP
8 An Investment Adviser ’ s
Fiduciary Duty 9 The Advisory Contract 10 Investment Adviser Compensation
11 Custody and Protection of
Customer Accounts 12 Management of Client Portfolios 13 Proxy Voting
14 Privacy of Client Financial
Information : An Overview 15 [ Reserved ] 15A New Client Relationships
PART VI : BROKERAGE AND
TRADING PRACTICES 16 Securities Transactions 17 Soft Dollars and Other Means of
Obtaining Business 18 Affiliated Brokerage 19 [ Reserved ] 20 Investment Adviser Trading
Desk Activities 21 Trading Errors
PART VII : ADVISER COMPLIANCE PROGRAMS
22 Investment Adviser Compliance Programs
23 The Role of the Investment Adviser Chief Compliance Officer
23A Investment Adviser Chief
Compliance Officer Liability 24 [ Reserved ] 24A Investment Adviser Compliance Obligations and Regulatory Filings 25 Business Continuity Planning 26 Anti-Money Laundering Requirements for Investment Advisers
27 Code of Ethics , Personal Trading , and Insider Trading Policies and Procedures 28 Gifts and Entertainment 29 Insider Trading by Advisory
Personnel 30 [ Reserved ] 31 SEC and CFTC Whistleblower Rules and Anti-Retaliation Protections
PART VIII : RECORDKEEPING , SEC EXAMINATIONS , AND ENFORCEMENT
32 SEC Record-Keeping Requirements 33 SEC Inspections 34 Enforcement of the Investment
Advisers Act
34A Collateral Consequences for Investment Advisers & Associated Persons
34B How to Handle SEC Investigations
PART IX : STATE ADVISER REGULATIONS
35 State Regulation of Investment Advisers
36 State Law Issues Relevant to SEC-Registered Advisers
37 State Investment Adviser Examinations and Enforcement
PART X : RETAIL ADVISORY SERVICES
38 Status of Financial Planning Under the Investment Advisers Act
39 Regulation and Supervision of
Financial Planning Business 40 [ Reserved ] 41 [ Reserved ] 42 Mutual Funds
PART XI : MANAGED ACCOUNTS 43 Managed Advisory Accounts &
Wrap Fee Programs 44 Mutual Fund Asset Allocation
Programs 45 Model-Based Advisory
Programs
PART XII : PRIVATE FUNDS
45A Ability of an Investment Adviser to Rely on Common Registration
45B Private Fund Reporting by
Investment Advisers 46 Hedge Funds 46A The Hedge Fund Manager — Practical Compliance Considerations
47 Private Equity Funds : Structural and Operational Legal Considerations 48 Investment Advisers Act of 1940 48A Private Fund Managers ’ Duties to Investors : Rule 206 ( 4 ) -8 and Reducing the Risk of Regulatory Action
48B Private Funds and Custody Rule Compliance
PART XIII : ADVISORY SERVICES IN THE RETIREMENT MARKETPLACE
49 Investment Advisers in the Retirement Market : ERISA Compliance and Special Issues Under the Investment Advisers Act of 1940 49A [ Reserved ] 49B Advisers to Collective
Trust Funds
PART XIV : OFFSHORE ADVISORY SERVICES 49C Offering Cross-Border Advisory and Broker-Dealer Services to Non-U . S . Clients
49D Offering Cross-Border Investment Adviser Services and Products to Clients in the United Kingdom : An Overview
49E Offering Cross-Border Investment Products and Advisory Services to Clients in Latin America
49F Canada : Securities Regulatory Requirements Applicable to Non-Resident Broker-Dealers , Investment Advisers , and Investment Fund Managers
PART XV : FOREIGN ADVISERS OFFERING ADVISORY SERVICES IN THE UNITED STATES 50 [ Reserved ] 51 Regulation of Non-U . S ./ Offshore Advisers Under the Investment Advisers Act
PART XVI : THE MUNICIPAL
MARKETPLACE 52 Pay to Play 53 Designing a Political Law Compliance Program for Broker- Dealers and Advisers 54 Municipal Advisor Regulation 55 Investment Adviser Regulation of Public Finance Activity
PART XVII : REGULATORY REPORTING
56 SEC Reporting Requirements Under Section 13 of the Exchange Act
56A Investment Adviser Treasury and Related Reporting Requirements
PART XVIII : SPECIAL TOPICS
57 Exempt Reporting Advisers : Substantive Provisions of the Advisers Act
58 Commodity Trading Advisor
Status and Regulation 59 Family Offices 60 Investment Adviser Use of Social Media and Related Regulations
61 Valuation Issues Under the Investment Advisers Act 62 Investment Management M & A 62A Use of Environmental , Social , and Governance Factors by Investment Advisers : Introduction to ESG Investing
PART XIX : FINTECH 63 Regulation of Digital Advisers 64 Blockchain and Digital Assets 65 Model Risk Considerations 66 Big Data : Legal and Compliance Considerations for Investment Managers
67 Financial Services Cybersecurity
Table of Authorities Index