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Communiques

The latest compliance news from SEC3 and CCO3.

The Life of a CCO: One in a Series

June 12, 2012

State Law versus Federal: Who will protect the CCO?

We may not be the first to tell you, but it is important to note that the challenges presented to those holding the CCO title and their duty to supervise recently became more complicated following a decision of the New York Court of Appeals which upheld last month the right of a hedge fund manager to terminate a CCO (who was an at-will employee) for allegedly voicing objections over inappropriate securities trading by his employer (Sullivan v. Harnisch).

Read more: The Life of a CCO: One in a Series

 

Taking the Series 3

May 23, 2012

Private fund advisers that will be required to register with the Commodity Futures Trading Commission (“CFTC”) and become members of the National Futures Association (“NFA”) by the end of the year due to the rescission of the CFTC exemption from registration previously available under Rule 4.13(a)(4) of the Commodities Exchange Act ("CEA") should ensure that their associated persons (“APs”) pass the Series 3 examination.

Read more: Taking the Series 3

 

When should newly registered private fund managers expect to be examined by the SEC?

May 17, 2012

The question on the minds of all new registrants. We now have the answer. Many should expect and prepare to be examined potentially this coming fall. At the GAIMOPs conference on April 23, 2012, Carlo di Florio, the Director of the Office of Compliance Inspections and Examinations (“OCIE”), indicated that private fund advisers could expect to see a series of exams this coming fall.

Read more: When should newly registered private fund managers expect to be examined by the SEC?

 

JOBS Act

April 09, 2012

President Obama signed into law the Jumpstart Our Business Startups Act ("JOBS Act") which liberalizes the way private placements are conducted and allows general solicitation and general advertising.

Some key aspects of the JOBS Act are:

Read more: JOBS Act

 

Goodbye CFTC Exemptions - Hello Registration?

March 14, 2012

On February 9, 2012, the Commodity Futures Trading Commission ("CFTC") rescinded certain exemptions from registration previously available to private funds and SEC-registered investment companies that trade in commodity interests.

Most importantly, the CFTC rescinded the exemption from "commodity pool operator ("CPO") registration set forth in Rule 4.13(a)(4) under the Commodities Exchange Act ("CEA"), which was widely used by 3(c)(7) funds. The exemption allowed funds offered to "qualified eligible persons" ("QEPs"), which include "qualified purchasers", and their CPOs (i.e. the general partners of the funds) to do unlimited trading in futures and options without registering with the CTFC.

Read more: Goodbye CFTC Exemptions - Hello Registration?

 

Treasury Filings

February 24, 2012

Forms SLT, SHC and S are part of the reporting requirements of Treasury International Capital ("TIC") reporting system administered by the U.S. Department of the Treasury. The TIC reporting system collects data for the United States on cross-border portfolio investment flows and positions between U.S. residents (including U.S.-based branches of firms headquartered in other countries) and foreign residents (including offshore branches of U.S. firms).

Read more: Treasury Filings

 

"Exempt reporting advisers" ? new SEC class with oxymoron for a name

January 19, 2012

Private fund managers have been able to avoid registering with the SEC by limiting the number of funds they advised to fewer than 15. Now, thanks to Dodd-Frank, this exemption has been replaced with a general requirement that advisers meeting certain assets under management (AUM) thresholds must register with the SEC. This comes with a few twists, of course. 

Read more: "Exempt reporting advisers" ? new SEC class with oxymoron for a name

 

SEC Registration Deadline: What We Can and Can't Tell You

April 26, 2011

SEC Associate Director Robert Plaze's April 8th letter to David Massey, President, North American Securities Administrators Association, Inc. ("NASAA") states, "We anticipate that the Commission will complete its implementing rulemaking by July 21, 2011 in accordance with the Dodd-Frank Act, but expect in connection therewith that the Commission will consider providing additional time for investment advisers affected by these provisions to come into compliance."

Read more: SEC Registration Deadline: What We Can and Can't Tell You

 

Beware: Making Political Contributions Could Limit your Business Opportunities

March 14, 2011

Pay to play is the practice of making campaign contributions and related payments to elected officials in order to influence the awarding of lucrative contracts for the management of public pension plan assets and similar government investment accounts. Advisers Act Rule 206(4)-5 prohibitions are intended to capture not only direct political contributions by investment advisers, but also indirect pay to play arrangements.

Read more: Beware: Making Political Contributions Could Limit your Business Opportunities

 

Avoiding a Public Offer Through Private Fund Materials and Communications

January 13, 2011

We believe the beginning of 2011 is a suitable time to address several key issues facing investment advisers to private funds as they come to grips with the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank") and ultimately, registration with the Securities Exchange Commission ("SEC") or applicable states.

Read more: Avoiding a Public Offer Through Private Fund Materials and Communications

 

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Newsletter

Get the latest compliance news and insights - delivered weekly. The SEC3 Communique covers all compliance topics. CCO3 focuses on CCO topics.
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Communiques

SEC Adopts Fund Liquidity Reporting and Disclosure Changes

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More SEC Settlements - This Time Form PF Filing Deficiencies

On June 1st, the SEC announced settlements with 13 RIAs who repeatedly failed to file Form PF reports. Most of these firms never filed over the review period (2012 through... read more »

Two Recent Enforcement Actions Against Private Fund Advisers

The industry should not misinterpret the SEC’s 2018 National Exam Program Priorities as a shift away from private fund advisers. As discussed during the SEC’s recent National Compliance Outreach Seminar... read more »

2018 - Are you ready for your next SEC exam?

The pool of registered investment advisers that will be subject to an SEC exam in 2018 is at the highest level seen in years. The SEC projects it will examine... read more »

Navigating the Changes to Form ADV

On August 25, 2016, the U.S. Securities and Exchange Commission adopted numerous substantive and technical amendments to Form ADV. While the adopting release required advisers to begin complying with the... read more »

Overlooked Benefits of E&O/D&O

While asset managers should always be aware of the protections provided by their E&O/ D&O coverage, there are more reasons than ever to think about it now. The SEC continues to... read more »

Events

Chief Compliance Officer Roundtable: Breakfast Briefing - June 14, 2018

When: June 14, 2018 Where: Blank Rome LLP | The Chrysler Building | 405 Lexington Avenue | New York, NY 10174 | 22nd Floor Boardroom | Phone: 212.885.5000 Schedule: 9:00-9:30am - Networking...

Webinar: 2018 SEC Exam Priorities & Recent Exam Highlights

Don’t miss the opportunity to meet with us in person to discuss the topics that matter most to you. Tobin S. Cochran, Managing Member/President of Focus 1 Associates, LLC and...

Chief Compliance Officer Roundtable: Breakfast Briefing - February 7, 2018

When: February 7, 2018 Where: Blank Rome LLP | The Chrysler Building | 405 Lexington Avenue | New York, NY 10174 | 22nd Floor Boardroom | Phone: 212.885.5000 Schedule: 9:00-9:30am - Networking...

Upcoming Events - September & October 2017

Upcoming Events Don’t miss the opportunity to meet with us in person to discuss the topics that matter most to you. SEC3 is teaming up with industry experts in NYC to discuss...

May 23, 2017 - Webcast: WannaCry Ransomware: Were You Really Protected or Just L…

When: Tuesday, May 23rd, 2017 | Schedule: 12pm - 1pm EST Who: Paul Caiazzo, CEO and Co-Founder, TruShield Security Solutions Michael Brice, Founder, BW Cyber Services John Lukan, Managing Director, SEC Compliance Consultants, Inc. We...

June 14, 2017 - Compliance Breakfast Briefing

8:30-9:00am - Networking and Continental Breakfast 9:00-10:30am - Program Location: Willkie Farr & Gallagher LLP | 600 Travis Street | Suite 2310 | Houston, TX Barry Barbash from Willkie Farr & Gallagher LLP,...

June 13, 2017 - Compliance Breakfast Briefing

8:30-9:00am - Networking and Continental Breakfast 9:00-10:30am - Program Location: Haynes and Boone, LLP | 2323 Victory Avenue | Suite 700 | Dallas, TX 75219 Validated parking is available in the garage attached...

May 31, 2017 - Chicago

9:00-9:30 a.m - Networking and Continental Breakfast 9:30-11:00 a.m - Program Location: Baker & McKenzie LLP | 300 East Randolph Drive | Suite 5000 | Chicago, IL 60601 Kristin Gonzalez and Jerome Tomas...

May 17, 2017 (NYC WIMF)

This event is by invitation only. Please email info@seccc.com to learn more.

May 15, 2017 (NYC Chief Compliance Officer Roundtable)

9:00-9:30am - Networking and Continental Breakfast 9:30-11:00am - Program Location: Blank Rome LLP | The Chrysler Building | 405 Lexington Avenue | New York, NY 10174 | 22nd Floor Boardroom | Phone:...

Webcast: The Most Insidious Cybersecurity Threat Is Also The Least Understood

When: Tuesday, April 25th | Schedule: 12pm - 1pm EST Who: Paul Caiazzo, CEO and Co-Founder, TruShield Security Solutions Michael Brice, Founder, BW Cyber Services John Lukan, Managing Director, SEC Compliance Consultants, Inc. Ransomware, the...

CCO Liability (Part III): Managing Liability Webinar

In this webinar, panelists discuss indemnifications and insurance as potential remedies to address the direct financial risks to a CCO. Attendees will learn: What terms and conditions should Chief Compliance Officers be...

Webinar: CCO Liability (Part III): Managing Liability: Navigating Indemnities an…

When: Tuesday, February 21, 2017 Schedule: 11:00am ET / 10:00am CT / 9:00am MT / 8:00am PT / 7:00am AT Description of Webinar: The National Society of Compliance Professionals is pleased to host...

Webcast: SEC 2017 Examination Focus Area – Cybersecurity Testing

Penetration Testing & Vulnerability Assessments - Examining the SEC & FINRA Requirements When: Wednesday, January 25th | Schedule: 12pm - 1pm EST Who: Paul Caiazzo, CEO and Co-Founder, TruShield Security Solutions Michael Brice, Founder,...

Chief Compliance Officer Roundtable: Breakfast Briefing

When: October 20, 2016 Where: Blank Rome LLP | The Chrysler Building | 405 Lexington Avenue | New York, NY 10174 | 22nd Floor Boardroom | Phone: 212.885.5000 Thomas Westle and Janaya...