By Robert D. Conca, Partner; and Eden Elkayam, Law Clerk of Shustak Reynolds & Partners, P.C. posted on Tuesday, April 30, 2024.

On March 27, 2024, the Securities and Exchange Commission (“SEC”) adopted amended rules regarding the registration requirements that apply to internet investment advisers. This anticipated announcement follows other public announcements demonstrating the SEC’s focus on the internet adviser issues. [1]

The original internet adviser rules, enacted in 2002, included a narrow exemption allowing investment advisers to become SEC-registered without meeting all of the traditional registration requirements (the “Exemption”) [2] so long as they provided their advice via an interactive website. Advisers under the original rules were also permitted to provide investment advice to fewer than 15 clients during a 12-month period outside of the interactive website platform.

As a result of growing internet dependability and technological advancements, the SEC’s 2024 amendments are intended to modernize the Exemption and close gaps in the original rule that allowed advisers to register in a manner that did not line up with the intent behind the Internet Adviser classification.

What Do The Amended Rules Specifically Require?

According to the SEC press release, the 2024 amendments will require advisers relying on the Exemption to (i) at all times, have an operational, interactive website through which advisory services are offered, and (ii) provide advice exclusively through the interactive website. The 2024 amendments also amend Form ADV to require an adviser relying on the Exemption to represent on Form ADV that, among other things, it has an operational interactive website. [3]

When Will These Amendments Become Effective?

These amended rules will become effective 90 days after publication in the Federal Register, but investment advisers relying on the Exemption must comply with the rules and amend their Form ADVs showing language of SEC registration eligibility by March 31, 2025. [4]

What if an Adviser Is Ineligible to Rely on the Exemption?

If an adviser is no longer eligible to rely on the Exemption, the adviser will have to determine whether there is a different basis to remain registered with the SEC or otherwise be required to register at the state level.

If you have questions about these new Internet Adviser Rules, or about other compliance or legal matters, we are here to help.
Shustak Reynolds & Partners, P.C. focuses its practice on securities and financial services law and complex business disputes.
We represent many broker-dealers, registered representatives, investment advisers, investors, and businesses.

Robert D. Conca can be reached in the firm’s San Diego office at (619) 696-9500.

Information in this publication should not be interpreted as, and is not, legal advice or a substitute for legal counseling.

[1]           See, e.g., SEC Risk Alert: Observations from Examinations of Advisers that Provide Electronic Investment Advice (November 9, 2021), available here: https://www.sec.gov/files/exams-eia-risk-alert.pdf).

[2]           Investment advisers are generally prohibited from registering with the SEC unless they either reach a assets under management threshold, advise a registered investment company, or qualify for an exemption under SEC rules or statute. Internet investment advisers are exempt from this prohibition under rule 203A-2(e) under the Advisers Act.

[3]           See https://www.sec.gov/news/press-release/2024-42?utm_medium=email&utm_source=govdelivery

[4]           Id.

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