April 11, 2018
Reminder of Compliance Deadline for Financial Crimes Enforcement Network’s Customer Due Diligence Rule
As a reminder, May 11, 2018 is the deadline for compliance with the Financial Crimes Enforcement Network (FinCEN)’s customer due diligence rule (CDD Rule). The CDD Rule strengthens existing customer due diligence requirements and requires mutual funds as well as banks, brokers and other financial companies to identify and verify beneficial owners of legal entity customers.
February 9, 2018
On February 7, 2018, the SEC's Office of Compliance Inspections and Examinations ("OCIE") released its 2018 National Exam Program Examination Priorities. The examination priorities are broken down into five categories: (1) compliance and risks in critical market infrastructure; (2) matters of importance to retail investors, including seniors and those saving for retirement; (3) FINRA and MSRB; (4) cybersecurity; and (5) anti-money laundering programs.
February 6, 2018
As a reminder, an SEC-registered investment adviser (an "Adviser") with a December 31st fiscal year-end must submit an annual amendment to its Form ADV on or before March 31, 2018. Since an Adviser will be required to complete the newly amended Form ADV, we recommend preparing the annual amendment as soon as possible. The following is a list of certain new items required by the amended Form ADV.1
February 5, 2018
Last week, the SEC instituted cease-and-desist proceedings pursuant to Section 203(k) of the Investment Advisers Act against Gemini Fund Services for its calculation of an inflated NAV when it was aware of inconsistencies with the custodian bank’s records.
January 22, 2018
Letter to ICI and SIFMA Lays out Concerns of Staff of SEC’s Division of Investment Management about Funds Investing Primarily in Cryptocurrencies
On January 18, 2018, the staff of the Securities and Exchange Commission ("SEC") Division of Investment Management (the "IM staff") issued a letter to the Investment Company Institute ("ICI") and the Securities Industry and Financial Markets Association ("SIFMA"). In this letter, the IM staff highlights significant investor protection issues presented by certain features of cryptocurrencies and cryptocurrency-related products that the IM staff believes must be addressed before funds investing in cryptoassets are offered to retail investors.1 In particular, the IM staff raised questions related to (1) valuation, (2) liquidity, (3) custody, (4) arbitrage and (5) market manipulation. The IM staff also formally announced its position that until the questions raised by the IM staff can be addressed satisfactorily, it does not believe that it is appropriate for fund sponsors to initiate registration of funds that intend to invest substantially in cryptocurrency and related products. In addition, the IM staff announced that it does not believe existing funds should file post-effective amendments under Rule 485(a) to register a fund that invests substantially in cryptocurrency or related products.
January 18, 2018
SEC Division of Investment Management Issues FAQs on Investment Company Liquidity Risk Management Programs
The staff of the Division of Investment Management (Staff) of the U.S. Securities and Exchange Commission has issued guidance in the form of frequently asked questions (FAQs or guidance) related to the SEC's investment company liquidity risk management rule adopted in October 2016. As discussed in our October 2016 memorandum, the SEC adopted new Rule 22e-4 (Rule) under the Investment Company Act of 1940, as amended,1 which requires each registered open-end management investment company, including mutual funds and exchange-traded funds (ETFs) but excluding money market funds, to adopt and implement a written liquidity risk management (LRM) program reasonably designed to assess and manage the fund's liquidity risk.
December 27, 2017
On December 20, 2017, Congress passed tax reform legislation (the "Tax Act"). President Trump signed the Tax Act into law today. Most provisions take effect for tax years beginning after December 31, 2017. This Memorandum updates our previous analysis of the House and Senate Tax Acts, and focuses particularly on the issues that are most relevant to our Investment Management, Trusts & Estates and Family Office clients. Seward and Kissel's Trusts and Estates group has also reviewed the Tax Act and offered guidance on year-end planning. Section I of this Memorandum describes notable individual and corporate income tax changes. Section II describes certain provisions that affect investment managers. Section III describes certain provisions that affect investment funds.
December 21, 2017
December 11, 2017
On Friday, December 8, 2017, the Securities and Exchange Commission (“Commission”) announced the adoption of a temporary final rule that effectively delays the required submission of reports on Form N-PORT via EDGAR (the Electronic Data Gathering, Analysis, and Retrieval system) by nine months.
November 29, 2017
In order to allow time to consider public comments submitted pursuant to its Request for Information in July 2017, the Department of Labor (DOL) has extended the special Transition Period for the Best Interest Contract Exemption and the Principal Transactions Exemption, and of the applicability of certain amendments to Prohibited Transaction Exemption 84-24 until July 1, 2019.