US Regulation for Asset Managers outside the United States

Over the last decade, the investment management industry has become more globally focused, and yet investment managers seeking to do business across borders still face a maze of complex and often contradictory national regulations and laws. As a result of operating in a global market, today’s investment manager unknowingly may be subject to some form of extra-territorial jurisdiction. This book aims to provide a road map to enable users to understand which regulations apply in different circumstances and what they need to do in order to remain compliant.

This fully revised and expanded new edition covers all aspects of US regulation that affect investment management firms located outside the United States. This encompasses not only SEC regulation, but also CFTC and ERISA requirements, and the text will also deal with aspects of broker dealer regulation that impact non-US investment managers.

Also included in this edition:

• Guidance for marketing hedge funds to US investors
• The Dodd-Frank Wall Street Reform and Consumer Protection Act (including the Volcker Rule) and implications
• New Commodity Futures Trading Commission (CFTC) regulations
• New coverage for foreign private advisers, private fund advisers and venture capital advisers
• New coverage of anti-trust issues
• A new chapter covering the Bank Holding Company Act
  

1. Introduction – Overview of US Regulation
2. Regulation of Investment Advisers
   a. Registration and Exemptions from Registration (including mention of prior requirements and history of recent changes under Dodd-Frank)
   b. Filing on From ADV
   c. Reporting on Form PF
   d. Compliance Requirements
   e. Advertising
   f. Recordkeeping Requirements
   g. SEC Inspections and Enforcement
   h. Sharing Resources Among Registered and Unregistered Affiliates: Participating Affiliate Arrangements
3. Regulation of Managers by the US Commodity Futures Trading Commission
   a.  Regulation of Commodity Pool Operators  (CPOs) and Commodity Trading Advisors (CTAs)
   b. Exemptions from registration for CPOs and CTAs
   c. Registration of CPOs and CTAs – filing on Forms 7-R and 8-R
   d. Reporting on Form CPO-PQR
   e. Compliance Requirements
   f. Advertising
   g. Recordkeeping Requirements
   Issues for Fund of Fund CPOs and CTAs
4. US Regulations Impacting Investment Advisers to Employee Benefit Plan (ERISA) Clients
5. Impact of Investment Company Regulation on Investment Advisers to US-Regulated Funds
6. Regulation of Asset Managers Conducting Broker-Dealer Activities in the US
7. The Volcker Rule:  Impact on Funds
8. Marketing Non-US Investment Products to US Investors
9. US Tax Considerations in Marketing Non-US Investment Products to US Investors
10. State Regulation of Non-US Investment Advisers and Portfolio Managers
11. Application of US Economic and Trade Sanctions to Asset Managers outside the US
12. U.S. Issues for Hedge Funds, Private Equity Funds and Venture Capital Funds
13. Doing business with State or Local Governments -- Lobbying Issues – “Pay to Play”?
14. Anti-Trust Issues
15. Issues when transacting on US securities markets or with US Persons
16. U.S. Reporting Requirements
17. Changes to the US Derivatives Markets under Dodd Frank
18. FATCA