As many of you know, on June 5, 2019, the SEC passed Regulation Best Interest (Regulation BI) and related rules and interpretations that were intended to enhance investor protection and clarify the difference between broker-dealers (BDs) and registered investment advisers (RIAs). The rule and two final interpretations were over 1,300 pages long, ugh. When I think about reading that many pages of bureaucracy inspired legalese, I think of my former colleague Rich Rudman saying that when it comes to legal writing (actually, I think he applied it to almost everything): Be Bold, Be Brief, Be God. With that in mind, we’re going to summarize the whole thing in one article that is less than 2,000 words. Here we go!
SEC’s Proposed Fund of Funds Rule Simplifies Fund of Funds Compliance, But Creates Liquidity Concerns
By John Yoder and Bo Howell
For over a decade now exchange-traded Funds (“ETFs”) have become a primary investment for asset managers to gain low-cost access to broad segments of the markets. More recently, ETFs have grown to focus on more niche parts of the investment universe (e.g., sector ETFs, thematic ETFs, etc.). The growth in the number and size of these products reflects an asset management trend away from concentrated portfolios to asset allocation strategies. Often, these strategies are packaged in mutual funds or other investment companies that simply acquire shares of ETFs and other funds, as opposed to individual securities like stocks or bonds.
IM Director's Recent Remarks on Standards of Conduct & Liquidity Risk Management
by Peter Michael Allen
1. Its name.
Most people simply refer to the rule as the “liquidity rule”, but its technical name is Rule 22e-4: Investment Company Liquidity Risk Management Programs. If the rule survives in any meaningful form, we should start a contest on whether the industry keeps calling it the liquidity rule or refers to it as Rule 22e-4. Think of Rule 38a-1 under the Investment Company Act. Some people may refer to it as the “compliance rule”, but most simply call it Rule 38a-1.
The SEC has finally proposed a rule that will help clarify the distinction between brokers that refer to themselves as "financial advisors" and investment advisers. (We won't get into why it took so long or how this is a response to the Department of Labor's fiduciary rule, which was recently vacated by federal courts.) Most investors are unaware of the difference and the legal standards that apply to both. In the case of brokers, they are not fiduciaries, which means they do not have to act in the best interest of customers. Investment advisers, however, are fiduciaries and must always act in the best interest of clients. This may seem like a subtle distinction, but it's hugely important for investors that are not well-versed in the working of our securities markets.