New SEC Guidance for Robo-Advisers: Best Practices for Disclosure and Operation Under the Investment Advisers Act

A live 90-minute CLE webinar with interactive Q&A

Tuesday, May 23, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, April 28, 2017

This CLE webinar will discuss unique disclosure and transaction issues associated with the use of robo-advisers in the financial services industry, and the new SEC guidance as well as existing FINRA advice which investment advisers need to consider in incorporating algorithms and other automated services into the advisory function.


On Feb. 23, 2017, the SEC published information and guidance for investors and the financial services industry on the use of “robo-advisers”— computer algorithms used to provide investment advisory services online. It makes a number of specific suggestions on meeting disclosure, suitability and compliance obligations under the Investment Advisers Act of 1940 (the “Advisers Act”). Read together with the “Report on Digital Investment Advice” issued by FINRA in March 2016, the SEC guidance provides useful guideposts that can also inform IAA programs.

Unlike traditional investment advisers, robo-advisers offer varying levels of human interaction with their clients and sometimes none at all. A potential investor typically responds to a questionnaire on a website, after which the robo-adviser generates and manages an investment portfolio based on the responses. While robo-advisers can give retail investors more affordable access to investment advisory services, their use presents unique regulatory challenges.

The guidance confirms that robo-advisers registered with the SEC are subject to both the substantive requirements and the fiduciary obligations of the Advisers Act. Special disclosures may be required, including any unique aspects of a robo-adviser’s business model, the functions performed (generating and rebalancing a portfolio, for example), risks presented, and degree of third-party and human involvement in the advisory function. Robo-advisers need counsel on how best to incorporate disclosures into offering materials and questionnaires.

Listen as our authoritative panel discusses the disclosure, suitability and compliance obligations of robo-advisers as articulated in the recent SEC guidance and the 2016 FINRA report. The panel discussion will include best practices for preparation of investor questionnaires and other investment materials, and the administration of robo-advised accounts.


  1. Robo-advisers and the automation of investment advisory services
  2. Issues presented by the lack of human involvement
  3. New SEC guidance
  4. 2016 FINRA Report on Digital Investment Advice
  5. Best practices for robo-advisers—disclosure, suitability and compliance under the Advisers Act


The panel will review these and other key issues:

  • What is a robo-adviser, and how is it distinguished from a traditional investment adviser?
  • What regulatory concerns arise because of the automated nature of the customer relationship?
  • What kinds of disclosures are required for robo-advisers, and where should they appear?
  • How should assets under management (AUM) be calculated for robo-advisers?
  • What are the best practices for compliance with the Advisers Act in light of the recent SEC guidance and the 2016 FINRA report?


Mark D. Perlow, Partner
Dechert, San Francisco

Mr. Perlow represents mutual funds, hedge fund managers, fund independent directors, investment advisers, and broker-dealers on a broad range of regulatory and transactional matters. He has extensive experience structuring, forming and reorganizing mutual funds and hedge funds; preparing and negotiating fund documents and agreements; and assisting clients on adviser and fund mergers, acquisitions, and adoptions. He counsels both fund sponsors and fund investors on regulatory aspects of and issues posed by alternative funds, derivatives, short selling, market structure, and exchange-traded funds. He also advises fund sponsors on matters arising from new investment vehicles. Having served as senior counsel in both the SEC’s Office of the General Counsel and the Division of Enforcement, he has considerable experience with SEC rule-making, submissions, enforcement, examinations and compliance activity.

Gary J. Ross, Founder and Managing Attorney
Jackson Ross, New York

Mr. Ross focuses his practice on securities law, venture capital and private equity, and corporate governance. He regularly counsels registered and exempt investment advisers as to compliance issues, and has extensive experience advising as to SEC-registered and exempt capital markets transactions, including initial public offerings, common and preferred equity offerings and debt offerings. He has also been engaged as an expert witness in commercial litigation matters.

Catherine Courtney Gordon, Of Counsel
Morgan Lewis & Bockius, Washington, D.C.

Ms. Gordon focuses her practice on the regulation of broker-dealers and investment advisers under the federal and state securities laws and the rules of self-regulatory organizations (SROs), with a focus on fiduciary duty and the intersection of advisory and brokerage services. Prior to rejoining the Firm in 2016, she served as senior counsel in the Chief Counsel’s Office and the Disclosure Review and Accounting Office of the Division of Investment Management of the US Securities and Exchange Commission, where she worked on a broad range of investment advisory matters including status and registration, disclosure, fiduciary duty, performance marketing and social media and provided guidance on regulatory examinations and enforcement actions. She also performed analysis and review of investment company filings under the Federal securities laws.

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