We just learned about investment advisers, which are businesses that provide investment advice on a regular basis in return for compensation. The natural persons (human beings) who work for investment advisers are called investment adviser representatives (IARs). Here’s the legal definition of an IAR:
That’s a dense definition, so it helps to unpack it into two parts:
Partners, officers, and directors are high-level employees in business organizations. Including these roles in the definition ensures that executive-level employees are regulated, even if they aren’t personally giving advice day to day. For example, Mary Callahan Erdoes, the CEO (Chief Executive Officer) of JP Morgan Asset Management, likely doesn’t create or deliver specific investment recommendations as part of her daily responsibilities. A CEO is essentially the “top boss” of the organization and is responsible for the firm’s overall direction and success. Even so, she is registered as an IAR of the investment adviser that employs her (JP Morgan Asset Management).
Next, the definition includes any other individual employed by or associated with either:
For now, assume that investment adviser firms (not the IARs) are either state-registered and regulated or federally registered and regulated (federal-covered). The rules and regulations of the Uniform Securities Act (USA) apply to state-registered advisers, and the rules and regulations of the Investment Advisers Act of 1940 apply to federal-covered advisers. For exam purposes, you’ll need to know why an investment adviser firm would be state-registered or federal-covered (covered later). We’ll build on both laws as we move through this unit.
Regardless of the type of investment adviser an IAR works for, IARs are always registered solely with the state. There is no such thing as a federal-covered IAR. Even so, some protocols and rules differ for IARs of state-registered advisers versus IARs of federal-covered advisers. Those differences are covered later in the Achievable materials.
The activities that typically require registration as an IAR are listed at the end of the definition:
Let’s break down each one.
Makes any recommendations or otherwise renders advice regarding securities
This is the most straightforward category. Many IARs provide investment advice about securities as part of their job. That advice might be as simple as recommending one security to buy or sell, or as broad as building a complete financial plan that includes securities recommendations.
Manages accounts or portfolios of clients
Some IARs give guidance while the client makes the final decisions. Others take a more hands-on role and manage the portfolio for the client. Investors who don’t have the time, patience, or knowledge to manage their own investments often hire professionals to do it.
In many cases, portfolio management happens through discretionary accounts. A discretionary account allows an IAR to make investment decisions on the client’s behalf without getting the client’s approval before each trade. To do this, the firm must obtain a power of attorney, which is a document that gives legal authority to a third party to act on behalf of another individual.
Determines which recommendation or advice regarding securities should be given
Many investment adviser firms create internal guidance for their IARs, such as lists of securities that are approved for recommendation. These lists may be short and focused or broad and detailed. Often, extremely aggressive investments are excluded.
This approach helps limit recommendations of securities with significant risk potential (for example, penny stocks). Investment advisers and IARs must always operate in a fiduciary capacity and can be held legally liable for exposing clients to inappropriate levels of risk. A fiduciary must put the client’s interests ahead of their own and act in the client’s best interest.
Because this role influences what advice is given to clients, employees who create recommendation protocols or approved lists generally must register as IARs, even if they don’t personally meet with clients.
Solicits, offers or negotiates for the sale of or sells investment advisory services
Financial firms may offer both brokerage services and advisory services.
Supervises employees who perform any of the foregoing
Supervision also triggers IAR status. Leaders at an investment adviser who supervise or manage IARs (or others performing IAR activities) are required to be regulated and registered as IARs.
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