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Saturday, February 7, 2015

SEC Initiates Enforcement Action against an Investment Adviser for Improperly Registering with SEC Based upon Alleged Misrepresentations of Principal Office and Place of Business in Wyoming

To the extent your investment adviser firm claims that its principal office and place of business is located in Wyoming and therefore eligible for registration with U.S. Securities and Exchange Commission (“SEC”) regardless of the amount of assets under management since the State of Wyoming does not register investment advisers, you should pay close attention to a recent SEC administrative proceeding.  The SEC found that the sole investment adviser representative/owner of the investment adviser firm resided in another state where he maintained a home office and operated as his primary base.  The investment adviser representative/owner utilized the Wyoming offices on an infrequent basis and did not generally direct, control or coordinate activities from Wyoming.  Consequently, the SEC found the investment adviser firm violated Section 203A of the Investment Advisers Act of 1940 by improperly registering with the SEC based upon its misrepresentations that the investment adviser firm’s principal office and place of business was in Wyoming.  The SEC ordered the investment adviser to cease and desist, censured the investment adviser firm, fined the investment adviser in the amount of $10,000 and required the investment adviser to establish its principal office and place of business in Wyoming and provide evidence thereof.   

Tuesday, January 13, 2015

SEC’s 2015 Examination Priorities for Investment Advisers

The Office of Compliance Inspections and Examinations (“OCIE”) of the U.S. Securities and Exchange Commission (“SEC”) released its selected 2015 examination priorities for investment advisers, broker-dealers and transfer agents.  Click here to view.

According to the OCIE, areas of focus for investment adviser examinations by the SEC staff include, but not limited to, the following: (a) suitability of fee v. commission accounts for a dually registered investment adviser/broker-dealer; (b) suitability of an investment adviser’s recommendation of a fee structure relative to other fee structures offered by the investment adviser; (c) whether an investment adviser is using improper or misleading practices when recommending  a client rollover assets from an employer-sponsored 401(k) plan to an IRA, especially when they pose greater risks or higher charges; (d) the due diligence conducted, disclosures made and suitability of an investment adviser’s recommendation to invest retirement assets into complex structured products and high yield securities; (e) an investment adviser’s supervision of its branch offices; and (f) an investment adviser’s cybersecurity compliance and controls.

If your investment adviser firm needs assistance in preparing for an SEC examination, please contact us at 877-345-4034.

Monday, January 12, 2015

Deadline Approaching for Filing the Form 13F with the SEC

Is your investment adviser firm required to file quarterly the Form 13F with the SEC?

According to Section 13(f) of the Securities Exchange Act of 1934, an institutional money manager that exercises investment discretion over $100 million of Section 13(f) securities must submit quarterly 13F reports to the U.S. Securities and Exchange Commission (“SEC”). Since a registered investment adviser firm meets the definition of an institutional money manager, it is subject to this rule when the investment adviser firm exercises investment discretion over $100 million of Section 13(f) securities.

Click here for a list of Section 13(f) securities.

An investment adviser firm that does not currently submit Form 13F reports with the SEC needs to verify that it did not exceed the 13(f) discretion threshold of $100 million at any time during the past calendar year. To the extent your investment adviser firm exceeded $100 million of Section 13(f) securities any time during 2014, your investment adviser firm will need to file its first Form 13F within 45 days of end of the calendar year.  Since the 45th day falls on Saturday, February 14, 2015 and Monday, February 16, 2015 is federal holiday, the filing deadline is Tuesday, February 17, 2015. This first Form 13F must report ending values as of December 31, 2014. Your investment adviser firm will then need to submit filings for quarters ending March, June, and September 2015, even if the market value of your Section 13(f) securities falls below the $100 million level.

Finally, current Form 13F filers that exceeded $100 million of discretionary 13(f) securities on the last trading day of at least one month during the year 2014 must also submit their fourth quarter 2014 reports by February 17, 2015.

Tuesday, January 6, 2015

Form ADV Part 1 Annual Amendment

As an investment adviser, your firm is responsible for preparing and filing through the IARD system a Form ADV Part 1 Annual Amendment that must be submitted each year no later than 90 days after your investment adviser firm’s fiscal year end. 

RIA Compliance Consultants is still available to assist your investment adviser firm with preparing and filing your Form ADV Part 1 Annual Amendment. Our consulting fee for this service is $400.  Please click here for more information about this service or to purchase this service and engage RIA Compliance Consultants to assist you with your Form ADV Part 1 Annual Amendment.

Finally, to the extent that you intend to prepare on your investment adviser firm’s own the Form ADV Part 1 Annual Amendment, we recommend that you participate in our upcoming webinar, “Preparing Your Form ADV Annual Amendment” scheduled for January 22, 2015. During this webinar, RIA Compliance Consultants will discuss the items that must be updated as part of the Form ADV Part 1 Annual Amendment. Additionally, we will review some of the common mistakes we see when investment advisers are filing their Form ADV Part 1 Annual Amendments. Finally, we will discuss some of the other amendments and filings that may need to be made with your annual amendment. Please click here to purchase this webinar for only $69.95.

If you have any questions regarding the Form ADV Part 1 Annual Amendment service or any of the other services provided by RIA Compliance Consultants, please contact your consultant if you are an existing client or if you have not previously worked with RIA Compliance Consultants, click here to schedule a time to speak with one of our consultants.

Sunday, January 4, 2015

SEC’s Deadlines for Filing Form 13F in 2015

To the extent that your investment adviser firm had investment discretion over $100 million or more of 13(f) securities as of the last trading day of any month during the past calendar year, here are the U.S. Securities and Exchange Commission’s quarterly deadlines for filing the Form 13F:

4Q 2014 (December)      February 17, 2015 (Tuesday)

1Q 2015 (March)            May 15, 2015 (Friday)

2Q 2015 (June)               August 14, 2015 (Friday)

3Q 2015 (September)    November 16, 2015 (Monday)

In order to determine whether your investment adviser firm had discretion over $100 million or more of 13(f) securities on the last trading day of any month during the past calendar year, here’s a link to the current list of 13(f) securities at the website of the U.S. Securities and Exchange Commission.

To the extent that your investment adviser firm needs assistance with the Form 13F, please contact us at 877-345-4034. 

Saturday, January 3, 2015

Did your Investment Adviser Firm Renew its Registration or Notice Filing for 2015?

Now that we are into a new year, can you confirm your registered investment adviser firm and its investment adviser representatives were properly renewed for 2015? Every year there are always a handful of investment adviser firms that fail to submit renewal fees through the IARD system in a timely fashion. Therefore, even if you think the renewal payment was sent in time, please make sure your investment adviser firm retrieves the Final Renewal Statement and confirms it is renewed for calendar year 2015.

The Final Renewal Statement will indicate one of the following.

Paid in Full - If your investment adviser firm’s renewal statement has been paid in full, the renewal process is complete. You should print a copy of the Final Renewal Statement and file it with your investment adviser firm’s books and records.

Outstanding Balance Due or Refund - If your investment adviser firm paid its Preliminary Renewal Statement in full, but added or removed a state registration, notice filing or investment adviser representative during the time period between the posting of Preliminary Renewal Statements and the 2015 shut down period, then your investment adviser firm will either have additional fees due or receive a credit. If additional fees are due, the fees should be submitted as soon as possible, but must be posted by January 16, 2015. If your firm received a refund, the credit will automatically be transferred to your investment adviser firm’s Flex-Funding Account.

Failed to Renew - If an investment adviser firm’s Final Renewal Statement indicates Failed to Renew, FINRA did not receive the total balance due on the Preliminary Renewal Statement prior to the December deadline. In these cases, it is standard operating procedure for FINRA to automatically terminate all investment adviser representatives of the investment adviser firm. In addition, forty-four state securities regulators have given FINRA the authority to automatically terminate a registered investment adviser that does not pay its renewal fees in full. If your investment adviser firm’s statement indicates Failed to Renew, you will need to contact each state securities regulator immediately to determine an appropriate course of action.  Please be advised that many state securities regulators level fines for failure to renew properly.

It is important to make sure your registered investment adviser firm submits any additional required annual documentation directly to the state securities regulators where the firm is state registered. If your investment adviser firm failed to renew through IARD, it is important to take immediate action to rectify the situation. Give us a call at 877-345-4034 to find out more about our re- registration services and pricing.

Saturday, January 3, 2015

Preparing Your Form ADV Annual Amendment

Your investment adviser firm's Final Renewal Statement and report are now available for viewing and printing.

RIA Compliance Consultants recommends that your registered investment adviser firm download and review these reports.  The Final Renewal Statement will indicate if any additional fees are due by the deadline of January 16, 2015.

If your investment adviser firm has a fiscal year end of December 31, your investment adviser firm should begin preparing the required Form ADV annual updating amendment. The Form ADV annual amendment must be submitted through the IARD system within 90 days of the investment adviser firm's fiscal year end. An investment adviser firm needs to understand that failure to update the Form ADV, as required by the Form ADV General Instructions, is a violation of U.S. Securities and Exchange Commission (“SEC”) rules and similar state rules that could lead to an investment adviser’s registration being revoked. If an investment adviser firm has a fiscal year end other than December, the investment adviser must make sure to file its annual updating amendment within 90 days of its fiscal year end.

RIA Compliance Consultants is hosting a webinar to help investments advisers prepare the Form ADV Annual Amendment. During this webinar our consultants will review the Form ADV items that are required to be updated annually. Additionally, our consultants will discuss common mistakes seen when investment advisers are filing their annual amendment and will address some of the other amendments and filings that may also need to be made with the annual amendment. 

For more information on this webinar or to register for this event, "Preparing Your Form ADV Annual Amendment," hosted January 22, 2015, at 12:00 CST, click here.

RIA Compliance Consultants also offers an ADV Annual Updating Amendment service. For more information or to purchase this service, please click here.

Thursday, December 4, 2014

Deadline for Receipt of Preliminary Renewal Statement Payments Quickly Approaching

The deadline for investment advisers to submit their Preliminary Renewal Statement payment is quickly approaching. FINRA must be in receipt of the full payment listed on the Preliminary Renewal Statement by December 12, 2014. Investment advisers with sufficient funds in their Flex-Funding Account to cover the Preliminary Renewal Statement payment will have funds automatically transferred on December 15, 2014 to the Renewal Account to cover total renewal fees owed. Investment advisers that choose to mail in their payments are advised to do so now to avoid delays and to ensure funds are received by the deadline. If your investment adviser would like assistance with the annual renewal service, click here for more information on or to purchase RIA Compliance Consultants’ IARD Renewal Program and ADV Amendment Service. If you have questions regarding these or any of the other services offered by RIA Compliance Consultants, please contact your consultant if you are an existing client or click here if you have not previously engaged RIA Compliance Consultants for our services.

Tuesday, November 18, 2014

Upcoming Webinar

There is only a short amount of time left to register for RIA Compliance Consultants’ upcoming webinar, “Preparing Your Compliance Calendar for 2015,” which will be hosted Thursday, November 20, 2014, at 12:00 CST. This webinar will provide an overview of ongoing regulatory requirements for investment advisers, including discussion on items that should be done throughout the calendar year in efforts to stay compliant with regulatory requirements. Our consults will also provide tips for preparing a customized compliance calendar, checklists and forms to assist your investment adviser with meeting annual regulatory requirements.

This webinar will discuss a variety of topics, so do not miss this opportunity to learn some valuable tips from our consultants. Click here to learn more about this webinar.

Tuesday, November 18, 2014

Ensure Timely Preliminary Renewal Statement Payments

Don’t wait until the last minute to submit your annual renewal fees. FINRA must be in receipt of the full payment listed on the Preliminary Renewal Statement, which is now available, by December 12, 2014. Investment advisers with sufficient funds in their Flex-Funding Account to cover the Preliminary Renewal Statement payment will have funds automatically transferred on December 15, 2014 to the Renewal Account to cover total renewal fees owed. Investment advisers that choose to mail in their payments are advised to do so now to avoid delays and to ensure funds are received by the deadline. If your investment adviser would like assistance with the annual renewal service, click here for more information on or to purchase RIA Compliance Consultants’ IARD Renewal Program and ADV Amendment Services.

 

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* RIA Compliance Consultants, Inc. ("RCC") is not a law firm and does not provide legal services. A compliance consulting relationship with RCC is not provided those legal and professional protections that normally exist under an attorney-client relationship. For more information, please visit our Disclosures webpage.

The determination to use a third-party compliance services provider is an important decision and should not be based solely upon advertisements or self-proclaimed expertise. A description or indication of limitation of our compliance services does not mean that an agency or board has certified RCC as a specialist or expert in investment advisor compliance. All potential clients are urged to make their own independent investigation and evaluation of RCC.

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