Investment company and investment adviser compliance programs ‐ New requirements in a changed regulatory environment

As part of an ongoing and potentially far‐reaching overhaul of investment company and investment adviser regulation, the Securities and Exchange Commission recently adopted Rule 206 (4)‐7 under the Investment Advisers Act of 1940 and Rule 38a‐1 under the Investment Company Act of 1940. These new rules require each fund and adviser to implement written compliance policies and procedures and to appoint a chief compliance officer (CCO) to administer those policies and procedures. While funds and advisers have until October 5, 2004 to comply with the new rules, the breadth of those rules requires a concerted, early effort to implement the new requirements successfully by that date. This article summarizes the requirements of the new rules, focusing on the CCO requirement, and addresses the following issues that advisers and fund boards will confront (among many others) in recruiting and appointing a CCO: (i) the source of the CCO’s compensation, (ii) potential supervisory liability of a CCO, (iii) outsourcing the position of CCO, and (iv) the desired qualifications of a CCO.