Securities and Exchange Commission July 12, 2019 – Federal Register Recent Federal Regulation Documents

The Securities and Exchange Commission (the ``SEC'' or the ``Commission'') is publishing an interpretation of a section of the Investment Advisers Act of 1940 (the ``Advisers Act'' or the ``Act''), which excludes from the definition of ``investment adviser'' any broker or dealer that provides advisory services when such services are ``solely incidental'' to the conduct of the broker or dealer's business and when such incidental advisory services are provided for no special compensation.

The Securities and Exchange Commission (the ``Commission'') is adopting a new rule under the Securities Exchange Act of 1934 (``Exchange Act''), establishing a standard of conduct for broker- dealers and natural persons who are associated persons of a broker- dealer (unless otherwise indicated, together referred to as ``broker- dealer'') when they make a recommendation to a retail customer of any securities transaction or investment strategy involving securities (``Regulation Best Interest''). Regulation Best Interest enhances the broker-dealer standard of conduct beyond existing suitability obligations, and aligns the standard of conduct with retail customers' reasonable expectations by requiring broker-dealers, among other things, to: Act in the best interest of the retail customer at the time the recommendation is made, without placing the financial or other interest of the broker-dealer ahead of the interests of the retail customer; and address conflicts of interest by establishing, maintaining, and enforcing policies and procedures reasonably designed to identify and fully and fairly disclose material facts about conflicts of interest, and in instances where we have determined that disclosure is insufficient to reasonably address the conflict, to mitigate or, in certain instances, eliminate the conflict. The standard of conduct established by Regulation Best Interest cannot be satisfied through disclosure alone. The standard of conduct draws from key principles underlying fiduciary obligations, including those that apply to investment advisers under the Investment Advisers Act of 1940 (``Advisers Act''). Importantly, regardless of whether a retail investor chooses a broker-dealer or an investment adviser (or both), the retail investor will be entitled to a recommendation (from a broker-dealer) or advice (from an investment adviser) that is in the best interest of the retail investor and that does not place the interests of the firm or the financial professional ahead of the interests of the retail investor.