SEC Reviews 'Plain-English' Brochures for First Time

U.S. securities regulators are taking their first stab at reviewing "plain-English" disclosure brochures that most investment advisers developed earlier this year to comply with new rules.

The review could ultimately lead to improvements to questions the Securities and Exchange Commission uses to help advisers make clearer disclosures to clients.

These more transparent disclosures could be particularly useful for customers or clients of larger businesses where there are many conflicts of interest, said Daniel Kahl, associate director of the SEC's office of investment adviser regulation, late on Monday.

SEC staffers are looking at disclosure documents advisers filed as the agency's Form ADV Part 2, which it amended after a ten-year review. The rules require the roughly 11,000 investment advisers registered with the agency to file, for the first time, a publicly available brochure that includes plain English disclosure about the firm's business. Most advisers had to file the brochure by March 31, 2011.

Now the SEC is trying to determine how well those efforts turned out, said Kahl. An initial look revealed that the brochures were "very, very informative," said Kahl, speaking at a conference organized by the National Society of Compliance Professionals, an organization for securities industry compliance officials. Investors can view the brochures on a database available through the SEC's website.

Brochures for smaller advisers that served a "targeted" group of clients are easy for laypeople to understand, said Kahl. But brochures for larger, more complex firms revealed "the writing of more lawyers and more conflicts," said Kahl.

"It's not a criticism, but it's something we need to look at to see if there are areas where we can improve the questions" to elicit clearer responses, he said.


"We're very much in the early stages of scoping out the project," Kahl told Reuters. The SEC is not looking at every brochure, but could look at potentially hundreds, depending on staffing, he said. The reviews aren't examinations, but an effort to "assess the quality of the disclosure," he said.

Determining if disclosures are understandable will depend, in part, on an investment adviser's clients, said Kahl. Disclosures for institutional clients, for example, may be more complex than disclosures for individual investors.

There is presently no timetable for completing the project. It is "hard to say" whether recommendations will follow the review, he said. Advisers had to follow 174 pages of directions for writing the brochure. Many were uncertain about how to comply.

But even more direction from the SEC may only add to the confusion, especially for firms that offer multiple investment services, said Keith Marks, a partner for Ascendant Compliance Management, a consultancy in Salisbury, Connecticut. "Firms have to look at some broadly based questions and make the effort to apply them," he said.

The reviews could also lead to full-blown examinations for advisers with the worst brochures, whom the agency may view as posing a greater risk to investors, said Marks.