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Investment Adviser's Legal and Compliance Guide, Second Edition Investment Adviser's Legal and Compliance Guide, Second Edition

Investment Adviser's Legal and Compliance Guide, Second Edition

By Terrance J. O'Malley, John H. Walsh
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Investment Adviser's Legal and Compliance Guide, Second Edition is an invaluable guide written to assist attorneys and investment advisers in both drafting their compliance policies and procedures and reviewing them annually. In addition, the book serves as a practical tool for experienced attorneys and compliance officers for fulfilling their changing responsibilities under new rules adopted under the Investment Advisers Act of 1940, as well as new staff interpretations and guidance.

For the Second Edition, the original author, Terrance J. O’Malley, is joined by John H. Walsh. While both authors are seasoned practitioners and acknowledged experts in the area of investment adviser compliance matters, Mr. Walsh’s years of experience, including at the SEC, are reflected in the enhanced practical discussion of relevant legal and compliance issues, including increased numbers of compliance tips, enforcement and regulatory alerts, and compliance tools.

Investment Adviser's Legal and Compliance Guide, Second Edition covers in detail such topics as:

  • Filings and amendments that an adviser must make to maintain its SEC registration
  • Major rules and requirements dealing with marketing and attracting new clients
  • Issues arising in connection with the management of private funds
  • The SEC's examination process
  • New clients, and the management of client accounts.

The book also covers requirements relating to the adviser's obligation to its customers, including preventing insider trading and other trading abuses, as well as an adviser's recordkeeping, which is a major factor in meeting the requirements of the Investment Advisers Act.

In addition, Investment Adviser's Legal and Compliance Guide, Second Edition provides registered investment advisers and their legal counsel with a comprehensive review of their compliance responsibilities that arise under the Investment Advisers Act.

Note: Online subscriptions are for three-month periods.

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Last Updated 07/09/2018
Product Line Wolters Kluwer Legal & Regulatory U.S.
ISBN 9781454838494
SKU 10046114-7777
Resources Highlight
Product Line Wolters Kluwer Legal & Regulatory U.S.
SKU 000000000010071658
Table of Contents

Chapter 1. Maintaining SEC Registration and Related Filings

  • Form ADV
  • State Notice Filings; Licensing of IA Representatives
  • SEC Filings Under the Exchange Act

Chapter 2. Marketing Advisory Services

  • Advertising Generally
  • Advertising Performance Information
  • Client Referral Arrangements
  • Pay-to-Play Arrangements
  • Representation of Qualifications

Chapter 3. Establishing and Maintaining the Client Relationship

  • Brochure Delivery Requirements
  • Advisory Contracts
  • Custody of Client Assets
  • Proxy Voting
  • Privacy (Regulation S-P)
  • Cybersecurity
  • Anti-Money Laundering

Chapter 4. Managing Client Accounts

  • Suitability
  • Client Investment Objectives
  • Best Execution
  • Soft Dollar Practices
  • Allocation of Investment Opportunities
  • Aggregation of Client Orders
  • Principal and Cross Transactions
  • Affiliated Brokerage
  • Trade Error Corrections
  • Federal and State Law Investment Limits
  • Retirement Investor Accounts
  • Securities Valuations
  • Short Selling in Connection with Public Offerings

Chapter 5. Compliance Oversight

  • The Compliance Infrastructure
  • Supervisory Procedures
  • Prevention of Insider Trading
  • Prevention of Market Manipulation
  • Codes of Ethics
  • Supervision of Sub-Advisers
  • Business Continuity Plans
  • Operational Compliance

Chapter 6. Private Funds, and Specialty Products

  • Introduction to Private Funds
  • Private Fund Adviser Registration
  • Investment Company Issues
  • Private Placements and the “Bad Actor” Prohibition
  • Marketing and Communications
  • Maintaining Private Funds
  • Portfolio Management Issues
  • Recordkeeping
  • Form PF Reporting
  • Incentive-Based Compensation Oversight
  • Specialty Products – Wrap Fee Programs
  • Electronic Advice

Chapter 7. Recordkeeping Requirements

  • Required Books and Records
  • E-mail Retention
  • Current Basis
  • Location and Duration of Record Retention
  • Method of Retention

Chapter 8. SEC Compliance Examinations

  • Examination Authority
  • Types of Examinations
  • Identification of Risks
  • The Risk-Targeted Examination Process
  • Areas Covered During Risk-Targeted Examinations
  • Risk-Targeted Examination Results
  • Managing a Risk-Targeted Examination—Practical Considerations
  • Enforcement
  • Whistleblower Rules


  • Compliance Requirements Summary Chart
  • Registered Investment Adviser Record Retention Chart
  • Registered Investment Adviser Compliance Calendar
  • Advertisement Review Checklist
  • Form ADV
  • Frequently Asked Questions on Form ADV and IARD
  • Staff Responses to Questions About Part 2 of Form ADV
  • Frequently Asked Questions on Form PF
  • Division of Investment Management: Frequently Asked Questions About Form 13F
  • Clover Capital Management, Inc. No-Action Letter (Oct. 28, 1986)
  • Staff Responses to Questions About the Custody Rule
  • Staff Responses to Questions About the Pay to Play Rule
  • SMC Capital, Inc. No-Action Letter (Sept. 5, 1995)
  • Letter from the Office of Compliance Inspections and Examinations: To Registered Investment Advisers, on Areas Reviewed and Violations Found During Inspections
  • Examination Information for Investment Advisers
  • Auchincloss & Lawrence Incorporated No-Action Letter (Apr. 5, 1974)
  • Heitman Capital Management, LLC No-Action Letter (Feb. 12, 2007)
  • Interpretive Release Concerning the Scope of Section 28(e) of the Securities Exchange Act of 1934 Release No. 34-23170, (Apr. 23, 1986)
  • Commission Guidance Regarding Client Commission Practices Under Section 28(e) Release No. 34-54165, (July 18, 2006)
  • Lerner, Charles No-Action Letter (Nov. 14, 1988)
  • Interpretation of Section 206(3) of the Investment Advisers Act of 1940 Release No. 1732 (July 17, 1998)
  • Investment Advisers Act of 1940
  • Rules Under the Investment Advisers Act of 1940
  • Investment Adviser Association’s Best Practices for Investment Adviser Codes of Ethics