RIA Compliance Blog
The SEC recently announced its intent to issue an order that will adjust the dollar amount necessary to be considered a “qualified client” under Section 205(a)(1) of the Investment Advisers Act of 1940 (“Advisers Act”). This increase, adjusted to reflect inflation, raises the minimum net worth or dollar amount of assets under management necessary for an investment adviser to charge a performance fee to the client.
AI-Generated Documents Are Not Subject to the Attorney-Client Privilege, Court Rules
Many Parker MacIntyre clients enjoy the benefits of communications that can be shielded from discovery under the attorney-client privilege and, in some cases, under the work product doctrine. With changing technologies such as AI now prevalent, we now are beginning to see court decisions that analyze and clarify what documents are and are not privileged. A recent decision from a highly respected court weighs in on the scope of the privilege for AI-generated documents.
According to a February 10, 2026, decision of the U.S. District Court for the Southern District of New York, documents created by consumer AI-generation programs are not protected by the attorney-client privilege. In the case, a criminal defendant had generated multiple documents using the AI tool Claude prior to hiring his counsel, then gave those documents to his counsel in the course of seeking advice. Continue reading ›
SEC Issues Risk Alert Regarding Third-Party Ratings
On December 16, 2025, the SEC Division of Examinations released a Risk Alert containing observations regarding investment advisers’ compliance with Rule 206(4)-1 (the “Marketing Rule”). The Division provides risk alerts to inform and remind investment advisers and their stakeholders of advisers’ compliance requirements. Regarding third-party ratings in investment advisers’ advertisements, the Division noted that it has observed common deficiencies regarding compliance with the requirements relating to due diligence and disclosures.
The Marketing Rule prohibits the use of third-party ratings in advertisements unless the adviser has a reasonable basis for believing that any questionnaire or survey used in the preparation of the third-party ratings meet certain criteria, and that either the rating or the adviser discloses certain information related to the ratings. Continue reading ›
SEC Releases Risk Alert Regarding Investment Adviser Testimonials
On December 16th, the SEC released a Risk Alert containing observations of investment advisers’ compliance with Rule 206(4)-1 (the “Marketing Rule”). The Commission provides risk alerts such as this to inform and remind investment advisers and stakeholders of advisers’ compliance requirements. Regarding testimonials and endorsements, the Commission observed common deficiencies in the following requirements: (1) clear and prominent disclosures, (2) disclosure of material terms of compensation arrangements, (3) disclosure of material conflicts, (4) oversight and compliance, (5) ineligible persons, and (6) promoter affiliated with the adviser. Continue reading ›
SEC Charge Investment Advisers with Misrepresenting AUM
Highlighting the importance of investment advisers’ proper calculation of assets under management (“AUM”), the SEC recently charged six investment advisers with misrepresenting their AUM.
The six connected firms, Bluesky Eagle Capital Management Ltd., Supreme Power Capital Management Ltd., AI Financial Education Foundation Ltd., AI Investment Education Foundation Ltd., Invesco Alpha Inc., and Adamant Stone Limited, were allegedly deficient in several areas, including claiming incorrect business addresses and falsely claiming to be public companies. AUM reporting, however, was the primary offense, as the cause of action was “making material misrepresentations in their SEC-filed Forms ADV that could not be substantiated.” While the advisers were allegedly engaged in several blatant forms of violative conduct, the SEC’s focus on their AUM misrepresentations underscores the importance of advisers’ proper calculation of AUM. Continue reading ›
SEC Division of Examinations Announces 2026 Exam Priorities
On November 18, 2025, the SEC Division of Examinations announced its 2026 examination priorities. Each year, the Division releases its annual examination priorities to (1) inform investment advisers, broker-dealers, and investors of the Division’s upcoming points of emphasis and (2) provide a roadmap for firms to effectively direct their compliance attention.
Regarding investment advisers, the Division’s examination priorities are:
FINRA Cracks Down on Form CRS Deficiencies
In a recent enforcement action that is significant to broker-dealers and investment advisers alike, FINRA continues to emphasize the importance of making full and accurate disclosures in customer relationship summaries (Forms CRS) and of following the Form’s instructions.
Last month, FINRA settled a case with J.K. Financial regarding Form CRS disclosures. The California based, SEC-registered broker-dealer agreed to FINRA’s settlement without admitting or denying its allegations.
Also known to investment advisers as Form ADV Part 3, Form CRS is a brief introduction to the broker-dealer or investment adviser, providing retail clients with highlights and conversation starters regarding the adviser. A key conversation starter is Item 4’s “Do you or your financial professionals have legal or disciplinary history?” Form CRS’s instructions require advisers to respond “Yes” if the firm or any of its financial professionals are required to disclose disciplinary history on any regulatory disclosure forms. Continue reading ›
New Reg S-P Requirements for RIAs
The compliance deadlines for the SEC’s amendments to Regulation S-P, adopted on May 15, 2024, are approaching. For investment advisers with $1.5 billion or more in assets under management, the compliance deadline is December 3, 2025. Advisers with fewer than $1.5 billion in AUM have six more months, with a compliance deadline of June 3, 2026.
Critically, Reg S-P now requires RIAs to notify clients in the event of certain data breaches. Under the amended rule, RIAs must notify clients of any event that could endanger their personal data, unless the RIA has determined, after reasonable investigation, that sensitive client information has not been, and is not reasonably likely to be, used for substantial harm or inconvenience. Such notice must be sent as soon as practicable, and no later than 30 days after learning of the breach, to any affected or potentially affected clients. If the RIA cannot identify which clients may be affected, the RIA must notify all of its clients. Substantively, any such notification must: Continue reading ›
SEC Punishes Firms for Altering Records
Two recent SEC enforcement cases highlight the importance of registered investment advisers presenting true and accurate records to the Commission. While the facts of each case differ, they show that the documents’ falsification is worse than their insufficiency. Continue reading ›
NASAA Proposes Changes to Advertising Rules
On July 29, the North American Securities Administrators Association (“NASAA”) proposed amendments to four model investment adviser rules and requested comments, with the comment period ending August 28, 2025. NASAA’s model rules are not binding until formally adopted by the individual state securities administrator.
With this proposal, NASAA intends to “more closely align” state rules with the SEC’s investment adviser advertising rules. In 2020, the SEC amended Rule 206(4)-1, its investment adviser marketing rule, to, among other things, allow testimonials, endorsements, third-party ratings, and performance advertising so long as certain restrictions and/or conditions are met. NASAA’s proposal mirrors the SEC marketing rule by permitting the following marketing activities: Continue reading ›