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PROCU 2012 ANNUAL MEETINGREGULATORY UPDATE

Michael D. Burns

Chief Compliance Officer

October 1, 2012

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Topics For Discussion

• Where has Dodd-Frank Led us to Today

• SEC Activities and Status

• Investment Adviser Regulatory Overhaul

• Financial Industry Regulatory Authority (FINRA) Focus

• Department of Labor Fiduciary Focus on ERISA

• Regulatory Environment

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Dodd-Frank Wall Street Reform and Consumer Protection Act

Set Regulatory Framework for Managing Systemic Risk: Financial Stability Oversight Council (FSOC)

Over the Counter Derivatives are Subject to CFTC and SEC Regulatory Rules

Establishes a Bureau of Consumer Financial Protection (CFPB)

Federal Insurance Office (FIO) Created to Monitor and Report on the U.S. Insurance Industry

Office of Credit Ratings (OCR) within the SEC

Mortgage Reform and Anti-Predatory Lending Standards are Addressed

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Dodd-Frank Wall Street Reform and Consumer Protection Act

BY THE NUMBERS

  Rulemakings Studies

Systemic Risk & Resolution Authority 42 27

Bank Regulation 14 6

Private Funds 11 5

OTC Derivatives 140 10

Payment, Settlement & Clearing 8 1

Investor Protection 12 29

Securitization 12 2

Credit Rating Agencies 14 8

Executive Compensation & Corporate Governance 8 1

Municipal Securities 2 3

Consumer Financial Protection 21 24

Mortgage Reform 24 8

Federal Insurance Office 2 5

Federal Reserve System & Emergency Authorities 1 5

Miscellaneous 4 11

Total 315 145

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Dodd-Frank Act: Investment Adviser Changes

SEC Registration requirements Changed from $30 Million to $100 Million

Advisers to Private Funds will Generally be Required to Register with the SEC if the Adviser has Assets Under Management of $100 Million or More

Municipal Securities Rule revisions will require SEC registration of Advisers when meeting the definition of a “municipal advisor” and giving advice to or on behalf of a municipal entity or obligated party

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SEC Priorities and Status

• RIA Regulatory Changes

• SIPC Expansion

• Money Market Reform

• Regulatory Environment – Supervision of Registered Investment Advisers

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Investment Adviser Changes

• Required RIA firms to deliver to their clients a narrative brochure written in plain English (ADV Part II) – Update by next required ADV Update

• Part 2A –firm brochure that contains many of the items previously required to be disclosed in the ADV Part II.

• Part 2B –IAR supplement to the Part 2A brochure. The brochure supplement will contain information regarding the educational background, business experience, and disciplinary history (if any) of the IAR.

• Forms are to be updated upon any material event and must be provided in accordance with delivery requirements

• Expanded custody rules were adopted which include audits of securities holdings

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FINRA Regulatory Focus

• Suitability Rule overhaul became effective July 1, 2012

• Expanded information to be maintained and evaluated

• Introduced “Hold” recommendations

• Positioning itself as Self Regulator for Registered Investment Advisers

• Revenue enhancements through fee increases

• Focus on complex product disclosure and training, sales to seniors, expanded public disclosure of disciplinary history and firm reporting of information for expanded oversight and transparency.

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FINRA Regulatory Exam Priorities

2012 Exam Priorities

• Business Conduct & Sales Practice Concerns

o Heightened supervision of complex products

o Suitability Reviews (Rules 2111 & 2090)

• Microcap Fraud

• Private Securities Transactions & Outside Business Activities

• Social Media & Electronic Communications

• Cyber Security

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Department of Labor ERISA Fiduciary Focus

• ERISA applies to both defined Contribution and Defined Benefit Plans

• Rule 408(b)(2) Plan disclosures required July 1, 2012

• Rule 404(a)(5) Participant Disclosures required August 31, 2012

• DOL withdrew proposal to expand fiduciary definition to cover SEPs, SIMPLEs and IRAs pending a cost/benefit analysis and further review

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Regulatory Enforcement and Economic Impact

• Identification of experienced candidates with no disclosures are becoming much more challenging

• Disclosures are resulting from more than sales practices issues: credit considerations, aggressive litigation and more complex products

• Regulatory focus on consumer protection as well as volatile markets have resulted in increasing disclosures for both firms and advisors

• The economic environment, combined with the real estate market, have resulted in more disclosure than ever on credit concerns

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Discussions