Investment Manager Regulation – Global Investment Law Watch

Marketing Rule Enforcement Remains Priority: SEC Charges Five Advisers for Marketing Rule Violations

Apr 15 2024

By: Lance C. Dial, Pablo J. Man, Pamela A. Grossetti, and Bradley D. Bostwick

On 12 April 2024, the SEC announced the settlement of charges against five registered investment advisers for violations of Rule 206(4)-1 under the Advisers Act (Marketing Rule). The allegations in these settlements will be familiar: the SEC determined that the five firms advertised hypothetical performance to the general public on their websites. As noted in prior settlements, the SEC takes the view that hypothetical performance should not be included on a firm’s public website, because public website disclosure does not allow firms to ensure that (through the adoption and implementation of policies and procedures) the hypothetical performance is “relevant to the likely situation and investment objectives of each advertisement’s intended audience”, as required under the Marketing Rule.

SEC Fines Adviser for Off-Channel Communications

Apr 05 2024

By: Lance C. Dial and Pablo J. Man

On 3 April 2024 the SEC announced the first off-channel communications settlement with a registered investment adviser who was not otherwise affiliated with a broker-dealer. This settlement provides new insight into how the SEC views adviser’s recordkeeping obligations, which are narrower than broker-dealer regulatory requirements.

Australia: Inquiry into the Wholesale Investor and Wholesale Client Tests

Apr 04 2024

By: Kane Barnett and Prudence Birchall

The Parliamentary Joint Committee on Corporations and Financial Services (Committee) has commenced an inquiry into the wholesale investor test for offers of securities, and the wholesale client test for financial products and services (together, wholesale investor/client tests) in the Corporations Act 2001 (link here) (Inquiry).

Europe: Modernisation of the PRIIPs KID Considered by European Parliament

Apr 03 2024

By: Áine Ní Riain and Shane Geraghty

On 20 March 2024, the European Parliament’s Committee on Economic and Monetary Affairs (ECON) voted in favour of draft modernisation measures for the PRIIPs Key Information Document (KID).

The SEC Narrows the Internet Adviser Exemption

Mar 28 2024

By: Jennifer L. Klass, Matthew J. Rogers, and Bradley D. Bostwick

On 27 March 2024, the US Securities and Exchange Commission (SEC) adopted amendments (the Amendments) to Rule 203A-2(e) under the Investment Advisers Act of 1940, known as the “Internet Adviser Exemption.” The Internet Adviser Exemption allows certain advisers that provide investment advice through an interactive website (Internet Advisers) to register with the SEC, even if they do not have enough assets under management to otherwise qualify for federal registration.

SEC’s Increased Focus on “AI Washing:” Charges Announced Against Two Investment Advisers for Violations of the Marketing Rule

Mar 27 2024

By: Matthew Rogers and Annabelle North

Following up on its previously-issued Investor Alert warning investors on the use of so-called “AI washing” by advisers in their marketing materials, the Securities and Exchange Commission (SEC) announced on 18 March 2024 the settlements of charges against two investment advisers for “making false and misleading statements about their purported use of artificial intelligence (AI).”

Australia: ASIC Issues New Legislative Instrument for Exchange Traded Funds

Mar 21 2024

By: Matthew Watts, Lisa Lautier and Dhivya Kalyanakumar

On 15 March 2024 the Australian Securities and Investments Commission (ASIC) issued a new legislative instrument extending existing regulatory relief previously only available to passively managed index tracking exchange traded funds (ETFs) so that it will now also apply to a broader range of ETFs (such as actively managed ETFs) quoted on a financial market operated by the ASX or Cboe.

NAPFM, AIMA, and MFA File Complaint Against SEC’s New Dealer Rule

Mar 20 2024

By: Richard F. Kerr, Eden L. Rohrer, Jessica D. Cohn, and Raymond F. Jensen

On 18 March 2024, the National Association of Private Fund Managers, Alternative Investment Management Association, Limited and Managed Funds Association (together, Plaintiffs) jointly filed a complaint (Complaint) against the US Securities and Exchange Commission (SEC) alleging that the SEC’s newly adopted final rule (Dealer Rule) vastly overstepped and expanded the SEC’s authority. The Complaint, which was filed in federal court in Texas, details how the Dealer Rule, expanding those industry participants who would be “dealers” under the Securities Exchange Act of 1934, is overbroad and was adopted in violation of the Administrative Procedures Act.

Singapore Tax: Implications of Section 10L on Investment Funds

Mar 14 2024

By: Edward Bennett, Roberta Chang, Anita Zhou and Ke Jia Lim

Historically, Singapore has not taxed capital gains. However, since 1 January 2024, under the newly enacted Section 10L of the Income Tax Act 1947 of Singapore, gains received in Singapore from the sale or disposal of any foreign asset (e.g. shares issued by a company incorporated outside Singapore) by an entity within a multinational group will be treated as taxable income if the entity does not have adequate economic substance in Singapore. Section 10L is designed to address international tax avoidance risks and align the key areas of Singapore’s tax regime with international norms and the European Union’s Code of Conduct Group’s foreign source income exemption (FSIE) guidance.

Australian Business Registry Services Engages with Directors to Apply for Identification Numbers

Feb 26 2024

By: Jim Bulling and Laura McFadzean

The Australian Securities and Investments Commission (ASIC) through the Australian Business Registry Services (ABRS) is actively engaging with directors who have not yet obtained a director identification number (DIN).

Catagory:Investment Manager Regulation