February 2024

2024 Investment 

Adviser Risk Assessment 
Department of the Treasury

2024 Investment 

Adviser Risk Assessment
2024 ◆ Investment Adviser Risk Assessment i

Table of Contents

1. Executive Summary .......................................................................... 1

2. Market Structure and Regulatory Framework ..................................... 3

A. Investment Adviser Sector Participants................................................................ 4

i) Investment Advisers ..................................................................................................4

ii) Investment Companies ..............................................................................................6

iii) Other Key Participants in Investment Advisory Activities ..........................................11

B. Investment Adviser Regulatory Framework.......................................................... 12

3. Illicit Finance Risks ......................................................................... 16

A. Threats................................................................................................................ 16

i) Laundering of Illicit Proceeds Through Investment Advisers and Private Funds ........16

ii) Russian political and Economic Elites’ Access to U.s. Investments.............................20

iii) Foreign State Actors That Could Use Investment Funds to Access 

 Critical Infrastructure or Sensitive Technologies.......................................................20

iv) Investment Advisers Defrauding Their Clients ...........................................................22

B. Vulnerabilities..................................................................................................... 23

i) Regulatory Vulnerabilities..........................................................................................23

ii) Advisory Activities Built on Segmentation and Cross-Border Activity .......................26

iii) Business Practices That Promote Secrecy of Client Information.................................28

C. Consequences ...................................................................................................... 28

4. Existing Mitigation Measures ........................................................... 29

A. AML/CFT Measures ............................................................................................. 29

B. Non-AML/CFT Rules and Regulations ................................................................. 29

C. Enforcement........................................................................................................ 30

i) Federal Enforcement...................................................................................................30

ii) State Enforcement.......................................................................................................31

D. Whistleblower Reward Programs ........................................................................ 31

5. Residual Risks ................................................................................. 32

6. Annexes .......................................................................................... 34

Annex 1: Methodology............................................................................................... 34

Annex 2: Securities and AML/CFT Regulatory Requirements for IAs 

and Other Entities Involved in IA Activity...... ........................................ .....35

Annex 3: Summary Information Requested on Form ADV.......................................... 36
2024 ◆ Investment Adviser Risk Assessment 1

1. EXECUTIVE SUMMARY1

The investment adviser (IA) industry in the United States consists of a wide range of business models that 

provide a variety of financial services to retail investors, high-net-worth individuals, private institutions, 

and governmental entities (including but not limited to local, state, and foreign government funds). The 

assets managed by investment advisers registered with the U.S. Securities and Exchange Commission 

(SEC) (known as registered investment advisers or RIAs), investment advisers exempt from SEC registration 

(exempt reporting advisers or ERAs), and state-registered investment advisers (who are generally 

prohibited from registering with the SEC) vastly exceed the holdings of U.S. banks.

Oversight of the investment adviser industry by federal and state securities regulators is broadly focused 

on protecting investors and the overall securities market from fraud and manipulation. Investment 

advisers are generally not subject to comprehensive anti-money-laundering and countering the financing 

of terrorism (AML/CFT) regulations and are not examined for AML/CFT compliance. Some investment 

advisers may perform certain AML/CFT functions if the entity is also a registered broker-dealer (i.e., a dual 

registrant), is a bank, or is an operating subsidiary of a bank;2 other investment advisers are affiliates 

of banks or broker-dealers, which may implement an enterprise-wide AML/CFT program that would 

include that investment adviser. Additionally, some investment advisers may perform certain AML/CFT 

functions through contractual obligations for a joint customer of another financial institution subject 

to the Bank Secrecy Act (BSA). But the practice is not uniform across the investment adviser sector and 

investment advisers’ implementation of voluntary measures is not subject to comprehensive enforcement 

or examination. The absence of uniform AML/CFT requirements across all investment advisers also 

creates a circumstance where providers of the same financial services may be subject to different AML/

CFT obligations (if any), and an investor or client seeking to obscure the origin of funds or its identity can 

choose an adviser that is not required to apply AML/CFT measures to its clients and activities. 

A review of law enforcement cases, BSA reporting, and other information available to the U.S. government 

has identified several illicit finance threats involving investment advisers. First, IAs have served as an entry 

point into the U.S. market for illicit proceeds associated with foreign corruption, fraud, and tax evasion, 

as well as billions of dollars ultimately controlled by Russian oligarchs and their associates. IAs (including 

those that are exempt from SEC registration) and their advised funds, particularly venture capital funds, are 

also being used by foreign states, most notably the People’s Republic of China (PRC) and Russia, to access 

certain technology and services with long-term national security implications through investments in earlystage companies. Finally, advisers (RIAs, ERAs, and state-registered advisers) have defrauded their clients 

and stolen their funds.

Investment advisers may be vulnerable to these threats for several reasons. First, the investment adviser 

sector is generally not required to implement comprehensive AML/CFT obligations, which creates arbitrage 

1 This risk assessment has been coordinated with staff from relevant Treasury offices and bureaus, as well as staff from the Federal 

Bureau of Investigation (FBI), the Criminal Division of the Department of Justice, and the Securities and Exchange Commission 

(SEC). This risk assessment also builds on previous analysis of illicit finance risk in the investment adviser sector. See, e.g., 

Treasury, 2022 National Money Laundering Risk Assessment, pp. 63-66, https://home.treasury.gov/system/files/136/2022-NationalMoney-Laundering-Risk-Assessment.pdf. 

2 Investment advisers that are banks (or bank subsidiaries) subject to the jurisdiction of the Office of the Comptroller of the Currency 

(OCC), the Board of Governors of the Federal Reserve System (FRB), the Federal Deposit Insurance Corporation (FDIC), and the 

National Credit Union Administration (NCUA) (collectively, the Federal Banking Agencies, or FBAs) are accordingly also subject 

to applicable FBA regulations imposing AML/CFT requirements on banks. See, e.g., 12 C.F.R. §§ 5.34(e)(3) and 5.38(e)(3) (OCC 

requirements governing operating subsidiaries of national banks and Federal savings associations).
2 2024 ◆ Investment Adviser Risk Assessment 

opportunities for bad actors by allowing them to access the U.S. financial system through investment 

advisers with weaker or non-existent client due diligence. Second, in many cases, advisory business 

activities are segmented across intermediaries (and potentially national borders). This may create an 

information asymmetry: to the extent that AML/CFT obligations apply, the obliged entities (such as 

custodian banks or broker-dealers) working with an investment adviser may not necessarily have a direct 

relationship with the client (or, in the private fund context, underlying investor in the private fund) and may 

be unable to require an adviser to disclose relevant information.3 At the same time, those entities that can 

obtain investor information (typically the adviser and certain service providers for the advised funds) are 

not required to do so or to report potentially suspicious activity. Third, certain business practices often 

promote the secrecy of client or investor identity and information, and the outsourcing of key compliance 

responsibilities. 

This assessment finds that the highest illicit finance risk in the investment adviser sector is among ERAs 

(who advise private funds exempt from SEC registration), followed by RIAs who advise private funds, 

and then RIAs who are not dually registered as, or affiliated with, a broker-dealer (or is, or affiliated with, 

a bank). The private funds advised by RIAs, such as hedge and private equity funds, as well as venture 

capital funds, held approximately $20 trillion in assets under management (AUM) as of Q4 2022, and have 

limited reporting obligations under the federal securities laws. Investment advisers managing these funds 

also may routinely invest assets from foreign legal entities that are generally not required to disclose 

their ultimate beneficial owners. As of Q4 2022, private funds managed by RIAs represented $284 billion 

in equity beneficially owned by non-U.S. investors where the RIA did not know, and could not reasonably 

obtain information about, the non-U.S. beneficial ownership because the beneficial interest was held 

through a chain involving one or more third-party intermediaries.4 Further, many of these funds are 

domiciled outside of the United States in jurisdictions with varying levels of AML/CFT regulation, and where 

Treasury assesses it is routine practice to rely on representations and warranties from intermediaries who 

represent investors when it is not possible to obtain investor-identity and source-of-funds information.5

3 However, as noted below, some RIAs have already implemented voluntary AML/CFT programs pursuant to the Securities Industry 

and Financial Markets Association (SIFMA) No-Action Letter under which the staff of the SEC’s Division of Trading and Markets 

stated that it would not recommend enforcement action if a broker-dealer reasonably relies on RIAs to perform some or all 

aspects of the broker-dealer’s customer identification program (CIP) obligations or the portion of customer due diligence (CDD) 

requirements imposing beneficial ownership identification and verification requirements for legal entity customers, provided that 

certain conditions are met. See SEC, Letter to Mr. Bernard V. Canepa, Associate General Counsel, Securities Industry and Financial 

Markets Association (SIFMA), Request for No-Action Relief Under Broker-Dealer Customer Identification Program Rule (31 C.F.R. § 

1023.220) and Beneficial Ownership Requirements for Legal Entity Customers (31 C.F.R. § 1010.230) (Dec. 9, 2022), https://www.sec.

gov/files/nal-sifma-120922.pdf (SIFMA No-Action Letter). This request for No-Action Relief was originally issued in 2004, has been 

periodically reissued, and remains effective.

4 See SEC, Private Fund Statistics, Fourth Calendar Quarter 2022 (2022 Q4 Private Fund Statistics), https://www.sec.gov/files/

investment/private-funds-statistics-2022-q4.pdf. Question 16(m) on Form PF requires the reporting fund to identify the 

approximate percentage of the reporting fund’s equity that is beneficially owned by different types of investors, including

“Investors that are not United States persons and about which the foregoing beneficial ownership information is not known 

and cannot reasonably be obtained because the beneficial interest is held through a chain involving one or more third party 

intermediaries.” 

5 See, e.g., Financial Action Task Force, Concealment of Beneficial Ownership Information (Jul. 2018), pp. 73-86, https://www.fatf-gafi.

org/content/dam/fatf-gafi/reports/FATF-Egmont-Concealment-beneficial-ownership.pdf. 
2024 ◆ Investment Adviser Risk Assessment 3

2. MARKET STRUCTURE AND REGULATORY FRAMEWORK

There are thousands of investment advisers in the United States with a wide range of business models 

geared towards providing advisory services to many different types of clients. Some of the advisory 

services that investment advisers provide include portfolio management, financial planning, and 

pension consulting. Advisory services can be provided on a “discretionary” or “non-discretionary” basis.6 

Investment advisers provide their expertise to a wide range of clients, including retail investors, highnet-worth individuals, private institutions, and governmental entities (including local, state, and foreign 

government funds).7 Investment advisers often work closely with their clients to formulate and implement 

their clients’ investment strategies. Investment advisers may be organized in a variety of legal forms, 

including corporations, sole proprietorships, partnerships, or limited liability companies.8

As of July 2023, there were 15,391 RIAs with approximately $125 trillion in AUM.9 In addition, there were 

approximately 17,000 state-registered investment advisers across the United States,10 and 5,846 ERAs, who 

are exempt from registering with the SEC, but must file certain information with the SEC.11 RIAs and ERAs 

manage billions of dollars on behalf of individuals, institutional investors, or private funds, while stateregistered investment advisers with smaller portfolios advise small businesses and individual investors. 

Most investment advisers are generally subject to certain reporting requirements, but the scope of those 

requirements depends on whether the adviser is an RIA, registered at the state-level, or potentially 

exempt from registration as an ERA or otherwise not required to register with a federal or state securities 

regulator.12 Registration requirements, in turn, generally hinge on the amount of an adviser’s AUM and 

other factors, as explained below. RIAs are subject to various SEC rules and regulations governing, 

among other things, their marketing and disclosures to clients, best execution for client transactions, and 

disclosures of conflicts of interest and disciplinary information. ERAs must still file an abbreviated Form 

ADV with the SEC but are generally subject to fewer reporting and recordkeeping requirements than RIAs. 

Certain state-registered investment advisers may be subject to similar requirements under state securities 

laws and regulations.13 Investment advisers, depending on their registration status, are also generally 

subject to examination by the SEC or state securities regulators. 

6 An adviser has discretionary authority or manages assets on a discretionary basis if it has the authority to decide which securities to 

purchase and sell for the client. An adviser also has discretionary authority if it has the authority to decide which investment advisers 

to retain on behalf of the client. See Glossary to Form ADV, p. 28, https://www.sec.gov/about/forms/formadv-instructions.pdf. 

7 See Part 1A, Item 5.D of Form ADV for a list of examples of different types of advisory clients.

8 See Part 1A, Item 3.A. of Form ADV.

9 The number of RIAs and corresponding AUM, and the number of ERAs, are based on a Treasury review of Form ADV information filed as of 

July 31, 2023. This Form ADV data is available at Frequently Requested FOIA Document: Information About Registered Investment Advisers 

and Exempt Reporting Advisers, http://www.sec.gov/foia/docs/invafoia.htm. The $125 trillion in AUM includes approximately $22 trillion in 

assets managed by mutual funds, which are advised by RIAs and are subject to AML/CFT obligations under the BSA and its implementing 

regulations. However, other parts of the sector, such as the $20 trillion managed for private funds, are not subject to comprehensive AML/

CFT requirements (but still report some information on Form ADV).

10 North American Security Administrators Association, NASAA Investment Adviser Section 2023 Annual Report, p. 3 (NASAA 2023 Annual 

Report), https://www.nasaa.org/wp-content/uploads/2023/09/2023-IA-Section-Report-FINAL.pdf.

11 Information About Registered Investment Advisers and Exempt Reporting Advisers, http://www.sec.gov/foia/docs/invafoia.htm.

12 For instance, an investment adviser may be exempt from both federal and certain state requirements if it has less than $25 million 

AUM and fewer than six clients in a state. These advisers are not required to register, nor are they ERAs.

13 See, e.g., Cal. Corp. Code, Ch. 3, §§ 25230-25238.
4 2024 ◆ Investment Adviser Risk Assessment 

Unless an investment adviser is dually registered as a broker-dealer (i.e., a dual registrant), is a bank (or a 

bank subsidiary), or otherwise affiliated with a bank or broker-dealer, an investment adviser generally does 

not implement AML/CFT program, reporting and recordkeeping measures.14 

A. Investment Adviser Sector Participants

i) Investment Advisers

An investment adviser, as defined by the Investment Advisers Act of 1940 (Advisers Act),15 is a person or 

firm that, for compensation, is engaged in the business of providing advice to others or issuing reports or 

analyses regarding securities.16 Designation as an investment adviser is a legal status that means that an 

individual or company has certain statutory obligations and is registered, or required to be registered, as an 

investment adviser with either the SEC or a state securities regulator, or is exempt from such requirements. 

Common names for investment advisers include, but are not limited to, asset managers, investment 

counselors, investment managers, portfolio managers, and wealth managers.17 

Most investment advisers must submit a Form ADV, a self-disclosure form that collects certain information 

about the adviser.18 Form ADV collects certain information about the adviser, including (depending on 

the adviser’s registration status) its AUM, ownership, number of clients, number of employees, business 

practices, custodians of client funds, and affiliations, as well as certain disciplinary or material events of 

the adviser or its employees. ERAs who are not registered with the SEC or a state securities regulator are 

only required to file an abbreviated version of Form ADV—they are required to answer fewer client-related 

questions and provide less information about the services they provide. Form ADV does not require 

investment advisers to disclose the names of individual clients or investors.19

SEC-Registered Investment Advisers. Unless eligible to rely on an exemption, investment advisers that 

manage more than $110 million AUM must register with the SEC, as well as submit a Form ADV and update it 

at least annually.20 The SEC administers and enforces the federal securities laws applicable to RIAs. As of July 

31, 2023, there were 15,391 RIAs, reporting approximately $125 trillion in AUM for their clients.21 RIAs employ 

individual investment adviser representatives (IARs). IARs generally must be licensed in the states where they 

work and are generally required to pass a credentialing exam before they can be licensed. According to the 

Investment Adviser Association, at the end of 2022, RIAs employed approximately 390,000 IARs.22 

14 According to an analysis of Form ADV data, there were 436 RIAs dually registered as broker-dealers that managed approximately 

$10 trillion, and 20 RIAs that are banks that managed approximately $1.8 trillion. See supra n. 9. See Section B.1, infra, for 

additional information on IA implementation of AML/CFT measures.

15 See 15 U.S.C. § 80b-1 et seq. 

16 See 15 U.S.C. § 80b-2(a)(11) for the definition of “investment adviser.” Some persons and firms are statutorily excluded from the 

definition, including certain broker-dealers (§ 80b-2(a)(11)(C)), certain publishers (§ 80b-2(a)(11)(D)), and family offices (§ 80b-2(a)(11)(G)). 

17 See Financial Industry Regulatory Authority (FINRA), Investment Advisers, https://www.finra.org/investors/learn-to-invest/

choosing-investment-professional/investment-advisers. 

18 Investment advisers register with the SEC by filing Form ADV and are required to file periodic updates. Form ADV is available at 

https://www.sec.gov/files/formadv.pdf. A detailed description of Form ADV’s requirements is available at https://www.sec.gov/

oiea/investor-alerts-bulletins/ib_formadv.html. An investment adviser may register with a state securities authority by filing 

Form ADV with that authority.

19 Advisers to private funds are, however, required to name their private fund clients on Section 7.B.(2) of Schedule D of Form ADV 

Part 1A. In some cases, those names may be coded.

20 See 17 C.F.R. §§ 275.203-1 & 204-1.

21 See supra n. 9.

22 See Investment Adviser Association, Investment Adviser Industry Snapshot 2023, pp. 19-20 (Investment Adviser Association 

Snapshot), https://investmentadviser.org/wp-content/uploads/2023/06/Snapshot2023_Final.pdf. 
2024 ◆ Investment Adviser Risk Assessment 5

In recent years, almost all assets managed by RIAs (over 90% in 2022) have been held on a discretionary 

basis, meaning that the RIA decides which securities to purchase and sell for a client or which other 

investment advisers to retain on behalf of the client.23 Further, in these cases, the RIA is the direct customer 

of the bank or broker-dealer that holds the RIA’s client funds or securities. Approximately 3,800 RIAs24

advise private funds, but do not qualify for an exemption from SEC registration (because, for example, 

they advise private funds with over $150 million in AUM in the United States or do not solely advise venture 

capital funds).

Exempt Reporting Advisers. An ERA is an investment adviser that would be required to register with the SEC 

but is statutorily exempt from such requirement25 because: (1) it is an adviser solely to one or more venture 

capital funds; or (2) it is an adviser solely to one or more private funds and has less than $150 million AUM26

in the United States.27 Even though they are not required to register, ERAs must still file an abbreviated Form 

ADV with the SEC, and the SEC maintains authority to examine ERAs. As of July 31, 2023, there were 5,846 

ERAs that were exempt from registering with the SEC but had filed an abbreviated Form ADV.28

•	 Private Fund Advisers. Private fund advisers, a type of ERA, are exempt from registering with the SEC if 

they exclusively advise private funds and have less than $150 million AUM in the United States. As of July 31, 

2023, there were approximately 4,400 exempt private fund advisers, approximately 500 of which were also 

venture capital advisers.29

•	 Venture Capital Advisers. Venture capital advisers, another type of ERA, are exempt from registering with 

the SEC if they provide services only to venture capital funds,30 regardless of the amount of AUM.31 As of July 

31, 2023, there were approximately 2,000 exempt venture capital advisers, approximately 500 of which were 

also private fund advisers.32

State-Registered Investment Advisers. State-registered investment advisers generally have less than $100 

million in AUM. State-registered investment advisers are generally prohibited from registering with the SEC and 

instead register with and are supervised by the relevant state authority, unless they meet certain exceptions or 

their state does not supervise these entities.33 State-registered investment advisers also file a Form ADV, which 

23 Id. at p. 13.

24 See 2022 Q4 Private Fund Statistics, p.4, supra n. 4. 

25 An adviser that is eligible to file reports as an ERA may nonetheless elect to register with the SEC as an RIA so long as it meets the criteria 

for registration. An investment adviser that relies on one of these exemptions must still evaluate the need for state registration.

26 Form ADV uses the term “regulatory assets under management” (RAUM) instead of “assets under management.” Form ADV 

describes how advisers must calculate RAUM and states that in determining the amount of RAUM, an adviser should “include the 

securities portfolios for which [it] provide[s] continuous and regular supervisory or management services as of the date of filing” 

the form. See Form ADV, Instructions for Part 1A, Instruction 5.b. 

27 See Sections 203(l) and 203(m) of the Advisers Act and 17 C.F.R. § 275.203(m)-1, respectively. ERAs are exempt from registration 

with the SEC, but are required to file reports on Form ADV with the SEC and are subject to certain rules under the Advisers Act.

28 The number of ERAs is derived from a Treasury review of Form ADV information filed as of July 31, 2023. See supra n. 9.

29 Id.

30 See 17 C.F.R. § 275.203(l)-1 (defining “venture capital fund”).

31 Certain venture capital advisers may be registered with the SEC if they no longer satisfy the criteria to be ERAs (e.g., they no longer 

pursue a venture capital strategy (by seeking to hold securities in companies past the initial public offering stage or pursuing 

hedge-fund like investment strategies)) or otherwise opt to register with the SEC. 

32 Based on a Treasury review of Form ADV information filed as of July 31, 2023. See supra n. 9.

33 See 17 C.F.R. § 275.203A-2. Other exceptions to the prohibition on SEC registration include: (1) an adviser that would be required 

to register with 15 or more states (the multi-state exemption); (2) an adviser advising a registered investment company; (3) an 

adviser affiliated with an RIA; and (4) a pension consultant. Persons satisfying these criteria and the definition of “investment 

adviser” may register as such with the SEC. Investment advisers with a principal office and place of business in New York and 

over $25 million AUM are required to register with the SEC. 
6 2024 ◆ Investment Adviser Risk Assessment 

they submit to the relevant state regulator. State-registered investment advisers tend to be small, with 81 

percent having one or two employees, and 99 percent having 10 or fewer employees.34 As of December 31, 2022, 

there were 17,063 state-registered investment advisers who have approximately $420 billion in AUM.35

Foreign Private Adviser. A foreign private adviser is not required to register with the SEC if it: (1) has no 

place of business in the United States; (2) has, in total, fewer than 15 clients in the United States and 

investors in the United States in private funds advised by the adviser; (3) has aggregate assets under 

management attributable to these clients of less than $25 million; and (4) does not hold itself out generally 

to the public in the United States as an investment adviser.36 Unlike ERAs, advisers specifically exempt 

under the foreign private adviser exemption are not subject to reporting or recordkeeping provisions under 

the Advisers Act, are not subject to examination, and do not make any filings with the SEC. 

Family Offices. Family offices typically operate as advisory entities established by wealthy families to 

manage their wealth and provide related services to family members. Family offices are statutorily 

excluded from the definition of “investment adviser” under the Advisers Act.37 Under SEC regulations, 

a “family office” is defined as a company that: (1) only has “family clients” (as defined in the rule, and 

referring generally to individuals related by a common ancestor); (2) is wholly owned by family clients and 

exclusively controlled by family members and/or family entities; and (3) and does not hold itself out to the 

public as an investment adviser.38 This exemption does not apply to multi-family offices, which manage the 

wealth of two or more unrelated families. 

Other exemptions from registration apply for investment advisers to insurance companies,39 charitable 

organizations,40 certain small business investment companies (SBICs),41 certain rural business investment 

companies (RBICs),42 and commodity trading advisors.43

Unregistered Investment Advisers. These include individuals or firms that should be registered with the 

SEC or an appropriate state securities regulator, but, potentially in violation of federal or state law, are not, 

or that have insufficient AUM and/or clients to be required to register with the states or the SEC.

ii) Investment Companies

Generally, an investment company is a pooled investment vehicle (PIV) that issues its own securities and 

is primarily engaged in the business of investing in other securities. A PIV is an entity—often referred 

to as a fund—that an investment adviser or its affiliate creates to pool money from multiple investors. 

Investment companies vary significantly in terms of size, number and type of investors, holding periods, 

34 See NASAA 2023 Annual Report at p. 5, supra n. 9.

35 Id. at p. 3.

36 See 15 U.S.C. §§ 80b-2(a)(30) and 80b-3(b)(3).

37 See 15 U.S.C. § 80b-2(a)(11)(G).

38 See 17 C.F.R. § 275.202(a)(11)(G)-1.

39 These advisers are exempt if their only clients are insurance companies. 15 U.S.C. § 80b-3(b)(2). 

40 Charitable Organization Advisers are exempt if they (1) are registered as or work for a charitable organization and (2) provide 

investment advice only to charitable organizations, funds not defined as investment companies, trusts, or donative instruments, 

or trust beneficiaries. 15 U.S.C. § 80b-3(b)(4).

41 15 U.S.C. § 80b-3(b)(7).

42 15 U.S.C. § 80b-3(b)(8).

43 Commodity trading advisors are exempt if they are registered with the Commodity Futures Trading Commission (CFTC) as 

such and whose business does not consist primarily of acting as an investment adviser to investment companies or business 

development companies. 15 U.S.C. § 80b-3(b)(6)(A). A commodity trading advisor is also exempt if it is registered with the CFTC 

as such and advises a private fund. 15 U.S.C. § 80b-3(b)(6)(B).
2024 ◆ Investment Adviser Risk Assessment 7

and investment strategy.44 An investment company is subject to the regulatory regime established by the 

Investment Company Act of 1940 (Company Act) and is required to register with the SEC, unless it qualifies 

for an exemption. There are four categories of investment companies:45 open-end investment companies,46

closed-end investment companies,47 unit investment trusts (UITs),48 and face amount certificate 

companies.49 Many registered open-end investment companies (e.g., mutual funds or exchange-traded 

funds) are subject to AML/CFT obligations under the BSA and its implementing regulations.50

However, not all companies that issue securities and are primarily engaged in the business of investing 

in securities are considered “investment companies” as defined in the Company Act. Some are excluded 

from the definition of “investment company,” such as private funds, and are therefore not regulated as 

investment companies (or required to register as such) under the federal securities laws.

SEC-Registered Investment Companies. In addition to filing initial registration forms, registered 

investment companies must periodically file certain SEC and shareholder reports, meet minimum capital 

requirements, and file certain notices or pay fees to state regulators.51 In addition, Section 13 of the 

Securities Exchange Act of 1934 (Exchange Act) requires investment managers who directly or indirectly 

manage discretionary accounts that hold certain publicly-traded equity securities to file reports if they 

own more than five percent of a voting class of an equity security (Schedules 13D and 13G), 52 as well as 

quarterly reports on certain investment holdings (Form 13F). According to the Investment Adviser 

44 A few common types of funds include mutual funds, exchange-traded funds, hedge funds, private equity funds, and venture 

capital funds. See SEC Capital Raising Glossary, https://www.sec.gov/education/glossary/jargon-z#IC. 

45 See 15 U.S.C. §§ 80a-4, 80a-5(a).

46 An open-end fund continuously pools funds and invests the money in various asset classes. Open-end funds can continuously 

offer shares to new investors. A registered open-end fund may be structured as a mutual fund, in which case its shares do not 

trade on a secondary market, or an exchange-traded fund, in which case the fund’s shares will trade on a registered exchange. 

The shares are priced daily based on the net asset value (NAV) of the fund’s holdings. Investors can sell their shares back to the 

fund (mutual fund) or into the market (exchange traded fund) if they want to redeem them.

47 A closed-end fund invests funds raised in its initial public offering in to invest in various asset classes. It does not continually offer 

new shares to investors, but a registered closed-end fund’s shares can trade on a secondary market, such as the New York Stock 

Exchange or the NASDAQ Stock Market. The shares are priced continuously, and may trade at a premium or discount to their NAV. 

The closed-end fund is not required to buy back shares from investors seeking to redeem their shares.

48 A UIT invests the money raised from a one-time public offering in a generally fixed portfolio of stocks, bonds, or other securities. 

A UIT does not actively trade its investment portfolio but buys a relatively fixed portfolio of securities and holds them with little or 

no change for the life of the UIT. A UIT will terminate and dissolve on a date that is specified at the time the UIT is created.

49 Face-amount certificate companies are investment companies that are engaged or propose to engage in the business of issuing faceamount certificates of the installment type, or which have been engaged in such business and have any such certificates outstanding. 

50 See 31 C.F.R. § 1010.100(gg) and 31 C.F.R. § 1024. As used in this risk assessment, “mutual fund” has the same definition as in 

FinCEN’s regulations, and refers to an “investment company” (as the term is defined in Section 3 of the Investment Company Act 

(15 U.S.C. 80a–3)) that is an “open-end company” (as that term is defined in Section 5 of the Investment Company Act (15 U.S.C. 

80a–5)) that is registered or is required to register with the SEC under Section 8 of the Investment Company Act (15 U.S.C. 80a–8). 

See 31 C.F.R. § 1010.100(gg). Exchange-traded funds (ETFs) are a type of exchange-traded investment product that must register 

with the SEC under the Investment Company Act and are generally organized as either an open-end company (“open-end fund”) 

or unit investment trust. The SEC’s ETF Rule (rule 6c-11 under the Investment Company Act), issued in 2019, clarified ETFs are 

issuing “redeemable securit[ies]” and are generally “regulated as open-end funds within the meaning of Section 5(a)(1) of the 

[Investment Company] Act.” FinCEN’s definition of a mutual fund under 1010.100(gg) applies to an ETF that is registered as an 

“open-end company” (as the term is defined in Section 5 of the Investment Company Act).

51 See SEC, Investment Company Registration and Regulation Package, https://www.sec.gov/investment/fast-answers/

divisionsinvestmentinvcoreg121504htm.html#P52_4641.

52 See SEC, Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting, https://www.sec.gov/corpfin/

divisionscorpfinguidancereg13d-interphtm. 
8 2024 ◆ Investment Adviser Risk Assessment 

Association, there were approximately 25,000 registered investment companies that held approximately 

$37 trillion in AUM as of 2022.53

Exemptions from SEC Registration. Section 3(c) of the Company Act excludes certain issuers from the 

definition of investment company. Many companies, including many hedge funds and private equity funds, 

rely on one of the exclusions from the definition of investment company set forth in Section 3(c)(1) and 

Section 3(c)(7) of the Company Act.54 However, registered investment companies can pursue investment 

strategies similar to hedge and private equity funds, although with additional leverage and liquidity 

restrictions.55

•	 Private Funds. A private fund is defined as an issuer that would be an investment company, as defined 

in section 3 of the Company Act, but for section 3(c)(1) or 3(c)(7) of the Company Act.56 Section 3(c)(1) 

provides an exclusion from the definition of “investment company” for any issuer whose outstanding 

securities (other than short-term paper) are beneficially owned by not more than 100 persons, or in the case 

of a qualifying venture capital fund 250 persons, and which is not making and does not presently propose 

to make a public offering of its securities. Section 3(c)(7) provides an exclusion from the definition of 

“investment company” for any issuer, the outstanding securities of which are owned exclusively by persons 

who, at the time of acquisition of such securities, are qualified purchasers, and which is not making and 

does not at the time propose to make a public offering.57

•	 According to the SEC, based on data from RIAs, as of Q4 2022, there were approximately 43,500 private 

funds holding approximately $20 trillion AUM and 3,800 advisers58 advising these funds.59 The SEC noted 

that between 2017 and 2022, there had been a 70 percent increase in AUM managed by advisers to 

private funds.60 While the main office of 90 percent of these advisers to private funds are located in the 

United States, only 50 percent of the private funds that they advise are domiciled in the United States. 

Approximately 47 percent of such private funds are domiciled abroad (including Cayman Islands 32 percent, 

Ireland 5 percent, Luxembourg 4 percent).61

U.S. investment advisers structure private funds in a variety of ways, taking into account many factors, 

including investor base and investment strategy. One possible structure may be the following: A U.S. 

investment adviser may sponsor offshore private funds to pool capital from multiple foreign investors, as 

well as certain tax-exempt U.S. investors. Offshore private funds may be feeder funds, used to pool these 

foreign, tax-exempt investments and move the combined value to another private fund, known as a master 

fund (generally by acquiring interests in the master fund). Offshore private funds may also serve as master 

funds. The master fund then further pools this capital with investments from taxable U.S. investors (either 

directly or indirectly through a U.S.-based feeder fund) and implements the investment strategy of the IA. 

53 Investment Adviser Association Snapshot, pp. 32-33, supra n. 22. 

54 See 15 U.S.C. § 80b-2(a)(29).

55 For example, Bridgewater Associates is an RIA that manages over $100 billion for large institutional investors and pursues 

multiple investment strategies.

56 See supra n. 54.

57 The term “qualified purchaser” is an investor that meets certain financial standards as defined in section 2(a)(51) of the Company 

Act (15 U.S.C. § 80a-2(a)(51)). For example, an individual may be a qualified purchaser if the investor owns $5 million or more in 

investments, and an entity may qualify if it owns and invests on a discretionary basis at least $25 million in investments.

58 These include only RIAs with at least $150 million in private fund AUM, and do not include RIAs with less than $150 million 

in private fund U.S. AUM, ERAs, or state-registered IAs. These advisers are not required to file Form PF, but report general 

information about the private funds they manage on Form ADV.

59 See 2022 Q4 Private Fund Statistics, supra n. 4. 

60 See SEC 2022 Examination Priorities, p. 15, https://www.sec.gov/files/2022-exam-priorities.pdf. 

61 See 2022 Q4 Private Fund Statistics, supra n. 4.
2024 ◆ Investment Adviser Risk Assessment 9

While foreign persons may invest in U.S.-based funds directly, instead of through offshore funds, there is a 

disincentive to do so, as domestic funds may lead to U.S. tax consequences for investors. 

Other exemptions to registration under the Company Act are provided for certain of the following:62

government agencies and their instruments; issuers primarily doing business other than investing or trading in 

securities; excluded issuers such as brokers, charitable organizations, pension plans, and church plans; issuers 

located in U.S. possessions that primarily conduct business in those jurisdictions; RBICs;63 and SBICs.64 

Example: Hedge Fund Structure

A “hedge fund” is not a legal classification, but rather is a description of a private fund that pursues 

a certain investment strategy and is usually exempt from registration under the Company Act. Many 

hedge funds seek to profit by using leverage (i.e., borrowing to increase investment exposure, which also 

increases risk), short-selling (which is an important service offered by prime brokers to hedge funds), and 

other speculative investment practices. Hedge funds typically charge both management fees (from 1 to 2 

percent of AUM, payable to the investment adviser), and then performance fees (or incentive allocations), 

which are typically 20 percent of the profits and payable to the fund’s sponsor (often an affiliate of the 

investment adviser). Below is an example of the relationships among the actual investment vehicle (the 

hedge fund) and its investors (or limited partners), sponsor (or general partner), investment adviser, 

custodian, prime broker, and other professional services providers.

62 See generally 15 U.S.C. § 80a-3(b), 3(c), and 6 for exemptions under the Company Act.

63 RBICs are licensed and regulated by the U.S. Department of Agriculture. They are privately-owned investment funds that invest in 

qualifying small businesses, primarily in rural areas. 

64 SBICs are licensed and regulated by the Small Business Administration. They are privately-owned investment funds that invest in 

qualifying small businesses.

Investors 

(e.g., Limited Partners)

Sponsor 

(e.g., General Partner)

Board of Directors

(sometimes)

Registrar and 

Transfer Agent

Legal Adviser

Custodian

Investment 

Advisers

Investment 

Manager

Prime Broker(s)

(or asset custodians)

Executing 

Brokers

Auditors Administrators




10 2024 ◆ Investment Adviser Risk Assessment 

Example: Private Equity Fund Structure

A private equity fund is a type of private fund that is managed and advised by a private equity firm, which 

may be an investment adviser. Private equity funds pursue a variety of investment strategies (for example, 

buyout, growth equity) and do not offer investors redemption rights in the ordinary course. A typical 

investment strategy undertaken by a private equity fund is to take a controlling interest in a portfolio 

company and engage actively in the management and direction of the business to increase its value. Some 

private equity funds may specialize in making minority investments in fast-growing businesses or startups. 

Similar to hedge funds, private equity fund managers charge a management fee (one to two percent of 

committed or invested capital), and receive performance-based compensation. The performance-based 

compensation is generally approximately 20 percent of profits from investments, and it may be referred to 

as “carried interest” or an “incentive allocation.”

 

The chart above is an example that includes offshore investment and domestic investment funds. This is for illustrative 

purposes only as funds may be structured differently and it is not unique to private equity funds. 

LPs 

(U.S. Taxable 

Investors and Certain 

Super Tax Exempts)

Buyout 

Fund I 

Onshore, L.P.,

a Delaware limited 

partnership

Top Holding Company 

for Port. Co. A

Port. Co. A

Buyout 

Fund I Blocker

 LLC, a [Delaware // 

Cayman Islands] limited 

liability company

Buyout 

Fund I GP, L.P. 

(the General Partner), a 

Delaware limited partnership 

LPs (Non-U.S. Investors 

and U.S. Tax 

Exempts)

LPs

(Non-U.S. Investors and U.S. Tax 

Exempts)

#1

#2 #3

#4

#5

#6

Buyout 

Fund I 

Oshore, L.P., 

a Cayman Islands limited 

 partnership

•	Buyout Management 

Company, L.P., the investment 

adviser, would enter into an 

investment management 

agreement with both funds 

(entities #2 and #3). The 

investment adviser is not 

pictured for simplicity.

•	 The investment management 

agreement authorizes the 

investment adviser to act 

on behalf of the funds, and 

it usually lays out the fees 

the funds will pay to the 

investment adviser.

•	 The investment adviser and 

the general partner (entity 

#1) act on behalf of the funds 

(entities #2 and #3) and serve 

as the nerve center for the fund 

structure.

•	 The day-to-day operations 

are typically carried out by the 

investment adviser. That entity 

is usually the employer and 

enters into various contracts, 

such as lease agreements for 

office space.
2024 ◆ Investment Adviser Risk Assessment 11

iii) Other Key Participants in Investment Advisory Activities

Fund Administrators. These are third-party entities that provide valuation, administrative, and other 

services to a fund and its investors. These services include calculating fees, maintaining books and records, 

and handling subscriptions and redemptions.65 Many fund administrators also conduct due diligence on 

potential investors and may implement AML/CFT requirements (where required by the fund’s domestic 

law) or voluntary AML/CFT programs on behalf of the fund. Some large financial institutions have in-house 

fund administrators that service their own funds as well as well external funds; but other administrators are 

independent entities based outside of the United States (for instance, the Cayman Islands and Ireland are 

popular jurisdictions for fund administration activities). 

Aggregators/Feeders. These are individuals or entities that help consolidate investments from high-net 

worth individuals or institutional investors, typically through a broker-dealer, for placement into a private 

fund that the investors may not be able to access on their own because they do not meet asset or income 

requirements to invest in private funds, do not otherwise have relationships with private fund advisers, or 

because they wish to avoid having to disclose their identities. Aggregators may be registered as investment 

advisers, broker-dealers, or other types of financial entities, or may be unregistered. 

Prime Brokers. A prime broker is a bank or broker-dealer that offers services to large institutional clients, 

family offices, or hedge funds. These services include the execution of trades, settlement, financing, 

(including margin lending), access to research and management meetings, and custody.66 An adviser 

can have more than one prime broker, and a fund is not obligated to route all of its business through the 

prime broker(s) that it has (e.g., the fund may execute a purchase of shares “away” at another broker and 

then have the shares that it purchased through another broker be delivered to one of its prime brokers to 

hold those shares in custody).67 Because prime brokers are banks or broker-dealers, they are subject to 

comprehensive AML/CFT obligations, either under the BSA and its implementing regulations, or in the case 

of prime brokers operating outside of the United States68, similar foreign AML/CFT regimes, but the effective 

implementation of these AML/CFT regimes may vary by jurisdiction.

Qualified Custodians. As discussed further below, Rule 206(4)-2 (the Custody Rule) under the Advisers 

Act requires RIAs that have custody of client funds or securities generally to maintain those funds and 

securities with a “qualified custodian”, defined primarily to encompass BSA-defined financial institutions.69 

Qualified custodians can be banks, registered broker-dealers, futures commission merchants, or certain 

65 According to the Investment Adviser Association, as of 2022, 69 percent of private funds report using a third-party administrator 

(86 percent for hedge funds, 60 percent for private equity funds). Investment Adviser Association Snapshot, p. 68, supra n. 22. 

66 The SEC has explained that an investment adviser has a duty with respect to “best execution” of a client’s transactions where the 

adviser has the responsibility to select broker-dealers to execute client trades (typically in the case of discretionary accounts). 

See Regulation Best Interest: The Broker-Dealer Standard of Conduct, Final Rule, 84 Fed. Reg. 33318, 33412, (Jul. 12, 2019). In meeting 

this obligation, an adviser must seek to obtain the execution of transactions for each of its clients such that the client’s total cost 

or proceeds in each transaction are the most favorable under the circumstances. 

67 According to the Investment Adviser Association, only 13 percent of private funds use a prime broker. This is down from 24 

percent in 2012, and due to the significant increase in the number of private equity funds, which do not need prime brokering 

services, as a share of private funds overall. Investment Adviser Association Snapshot, p.68, supra n. 22. See also Interpretive 

Release Concerning the Scope of Section 28(e) of the Securities Exchange Act of 1934 and Related Matters, Exchange Act Rel. No. 23170 

(Apr. 28, 1986); see also Commission Guidance Regarding Client Commission Practices under Section 28(e) of the Securities Exchange Act 

of 1934, Exchange Act Rel. No. 54165 (Jul. 18, 2006).

68 See NASDAQ, Glossary of Stock Market Terms, https://www.nasdaq.com/glossary/p/prime-broker. 

69 17 C.F.R. § 275.206(4)-2. The SEC recently proposed amendments to the Custody Rule. See SEC, Safeguarding Advisory Client Assets, 

Investment Advisers Act Release No. 6240 (Feb. 15, 2023), 88 Fed. Reg. 14672 (Mar. 9, 2023).
12 2024 ◆ Investment Adviser Risk Assessment 

foreign entities. As of 2022, 94 percent of private funds use a qualified custodian.70 Qualified custodians 

are generally subject to comprehensive AML/CFT obligations, either under the BSA and its implementing 

regulations or in the case of qualified custodians operating outside of the United States, similar foreign 

AML/CFT regimes71, but the effective implementation of these AML/CFT regimes varies by jurisdiction.

General Partner (GP). A GP is an individual or an entity—typically affiliated with the fund’s adviser—that 

raises money from limited partners (LPs) for a private fund organized as a limited partnership and that both 

invests in and manages the fund.72 A fund that is organized using a different corporate structure, such as a 

limited liability company (LLC), has a managing member or other manager under applicable state law and 

governing documents of the fund instead of a general partner.

Limited Partner (LP). An LP is an investor who commits capital to a private fund.73 Unlike a GP, an LP’s 

participation in the fund’s investment activities is restricted (i.e., the LP generally lacks investment 

discretion with respect to how the fund uses the capital that it receives), and the LPs personal liability for 

fund debt is generally limited to the amount of money that the LP contributed or committed to contribute 

to the private fund. The relationship of an LP to the fund and the GP is governed by a limited partnership 

agreement. For a fund that is organized as an LLC, the investor is referred to as a “member” under 

applicable state law and the governing documents of the fund, and the investment adviser (or its affiliate) 

is typically referred to as the “manager” or “managing member.” 

B. Investment Adviser Regulatory Framework

Laws and Regulations. The Advisers Act forms, along with its implementing rules and regulations, the 

primary framework governing investment advisory activity (as well as certain aspects of other activities 

undertaken by investment advisers), along with other federal securities laws and their implementing rules 

and regulations, such as the Company Act, the Securities Act of 1933 (Securities Act) and the Exchange 

Act.74 Since the Advisers Act was amended in 1996 and 2010, generally only investment advisers who have 

at least $100 million AUM or advise a registered investment company may register with the SEC.75 Other 

investment advisers typically register with the state in which the investment adviser (IA) maintains its 

principal office and place of business. Some of the key Advisers Act implementing regulations relevant to 

this risk assessment are summarized below:

•	 Custody Rule. As discussed above, the Custody Rule,76 which generally requires that client securities 

and funds over which an RIA has custody be held at a “qualified custodian” (which may be a financial 

institution that is subject to U.S. AML/CFT obligations but also can be a foreign financial institution subject 

to comparable AML/CFT obligations), is intended to protect advisory clients from loss, misuse, theft or 

misappropriation by, and the insolvency or financial reverses of, RIAs. The qualified custodian either 

maintains client funds and securities in a separate account for each client under that client’s name, or in 

accounts that contain only client funds and securities under the name of the investment adviser as agent or 

trustee for clients. 

70 See Investment Adviser Association Snapshot, p. 68, supra n. 22.

71 See 17 C.F.R. § 275.206(4)-2 (d)(6) (defining qualified custodian).

72 SEC, Capital Raising Glossary, https://www.sec.gov/education/glossary/jargon-z#GP. 

73 Id., https://www.sec.gov/education/glossary/jargon-z#LP. 

74 See SEC, Division of Investment Management, Laws and Regulations, https://www.sec.gov/investment/laws-and-rules. 

75 Investment advisers with more than $100 million assets under management may register with the SEC, and investment advisers 

with more than $110 million in assets under management must register with the SEC, unless eligible for an exception. See 17 

C.F.R. § 275.203A-1.

76 17 C.F.R.§ 275.206(4)-2. The SEC recently proposed amendments to the Custody Rule. See supra n. 69.
2024 ◆ Investment Adviser Risk Assessment 13

•	 Compliance Rule. Under the Compliance Rule, an RIA must adopt and implement written policies and 

procedures reasonably designed to prevent violations of the Advisers Act and its implementing rules 

and regulations.77 These policies and procedures should take into consideration the nature of that firm’s 

operations and should be designed to prevent, detect, and promptly correct any violations promptly. 

The Compliance Rule also requires each RIA to review its policies and procedures no less frequently than 

annually to determine their adequacy and the effectiveness of their implementation. The review should 

consider any compliance matters that arose during the previous year, any changes in the business activities 

of the RIA or its affiliates, and any changes in the applicable laws or regulations. Finally, the Compliance 

Rule requires each RIA to designate a chief compliance officer to administer its compliance policies and 

procedures.

•	 Books and Records Rule. RIAs are required to make and keep certain books and records relating to their IA 

business.78 These include:

 financial and accounting records; 

 records that pertain to providing investment advice and transactions in client accounts with respect to 

such advice;

 records that document the RIA’s authority to conduct business in client accounts; 

 advertising and performance records; 

 records related to the Code of Ethics Rule;

 records regarding the maintenance and delivery by the RIA of written disclosure documents and disclosure 

documents provided by certain solicitors who seek clients on the RIA’s behalf; and 

 policies and procedures adopted and implemented under the Compliance Rule, including any 

documentation prepared in the course of the RIA’s annual review.

Some RIAs, such as those that custody client funds or provide supervisory or management services, are 

required to maintain additional records.

Reporting Requirements: Form ADV and Form PF. Generally, RIAs, state-registered investment advisers, 

and ERAs are required to file a Form ADV with the SEC, the relevant state authority, or both; the 

submissions are publicly available.79 This form collects identifying information about the adviser, such as 

contact information; registration type and status; controlling persons, owners, and executive officers; and 

types of services offered. The questions about information related to clients include the total number of 

clients, percentage of clients that are non-U.S. persons, a count of each type of client (e.g., high-net-worth 

individuals, charitable organizations, pension, and profit-sharing plans), the qualified custodians managing 

the underlying assets for each individual fund, and their corresponding amount of regulatory AUM. 

Additional supplements to Form ADV are required depending on the type of investment adviser (RIA vs. 

state-registered) and types of activities (e.g., managing private funds). For instance, all RIAs who advise 

private funds and ERAs complete Section 7.B.(1) (Private Fund Reporting) of Schedule D of Form ADV 

for each private fund they advise, which collects certain information regarding the private fund and its 

service providers, including the name of the auditor, prime broker, custodian, and administrator. ERAs 

are required to answer fewer client-related questionsand are not required to provide as much information 

about the services they provide.

77 17 C.F.R.§ 275.206(4)-7.

78 17 C.F.R.§ 275.204-2.

79 See 17 C.F.R. §§ 275.203-1 & 204-4; see also supra n. 16.
14 2024 ◆ Investment Adviser Risk Assessment 

While Form ADV requires investment advisers to answer general questions relating to clients, advisers are 

not required to disclose in Form ADV the names of individual clients (in many cases) or investors. According 

to the FBI, the lack of this information has presented challenges for law enforcement investigations, as law 

enforcement may have to obtain client identity information elsewhere, which often requires additional 

time and investigative resources. 

RIAs that manage one or more private funds are also required to file Form PF,80 but the information 

reported varies based on the size as well as classification of the private fund.81 Form PF collects 

information about the percentage of the funds’ equity that is beneficially owned by different types of 

clients such as broker-dealers, pension plans, individuals who are U.S. persons, and individuals who are 

non-U.S. persons (but not investor names). For non-U.S. persons, Form PF requires that the RIA identify 

the percentage of investor assets for which beneficial ownership information is not known and cannot 

reasonably be obtained because the beneficial interest is held through a chain involving one or more thirdparty intermediaries. As of Q4 2022, private fund advisers reporting on Form PF noted that the beneficial 

ownership of their private funds included $375 billion by non-U.S. individuals, and that they could not 

reasonably ascertain the beneficial owners for $284 billion AUM attributed to non-U.S. investors.82

Form PF must be submitted by any RIA that (1) manages one or more private funds, and (2) collectively 

(e.g., with its affiliated entities) had at least $150 million in private fund AUM as of the last day of its most 

recently completed fiscal year.83 Some private fund advisers that are required to report on Form ADV are 

not required to file Form PF (for example, ERAs, which includes advisers to venture capital funds as well as 

advisers with less than $150 million in private fund AUM).84 Unlike Form ADV, Form PF is non-public; it is 

provided to both the SEC and the Financial Stability Oversight Council (FSOC) and is intended to enhance 

investor protection and provide the FSOC with data for use in assessing systemic risk.85 

Fiduciary Obligation. An investment adviser’s fiduciary duty to its clients under the Advisers Act applies 

to all persons or entities who meet the definition of “investment adviser” regardless of whether the 

adviser is registered.86 The fiduciary duty comprises a duty of care and a duty of loyalty. The investment 

adviser must always serve the best interest of its client, which is a fund in the case of a fund adviser, and 

not subordinate its client’s interest to its own. In other words, the adviser cannot place its own interests 

ahead of the interests of its client. This combination of care and loyalty been characterized as requiring the 

investment adviser to act in the “best interest” of its client at all times.87 This includes a duty of undivided 

loyalty and utmost good faith, and the avoidance of conflicts of interests with their client, or full disclosure 

of the conflict. Investment advisers must employ reasonable care to avoid misleading clients and 

investment advisers have a fiduciary duty to provide full and fair disclosure of all material facts to clients 

80 See 15 U.S.C. § 80b-4(b).

81 Reporting Form for Investment Advisers to Private Funds and Certain Commodity Pool Operators and Commodity Trading 

Advisers. Form PF is available at https://www.sec.gov/files/formpf.pdf. For example, “large hedge fund advisers” and “large 

liquidity fund advisers” generally submit portions of Form PF quarterly, whereas other advisers generally submit portions of Form 

PF annually.

82 See 2022 Q4 Private Fund Statistics, supra n. 4. 

83 See 17 C.F.R. § 275.204(b)-1.

84 Id.

85 See 15 U.S.C, § 80b-4(b)(7).

86 See SEC, Commission Interpretation Regarding Standard of Conduct for Investment Advisers, Investment Advisers Act Release No. 5248 

(Jun. 5, 2019), 84 Fed. Reg. 33669 (Jul. 12, 2019).

87 Id.
2024 ◆ Investment Adviser Risk Assessment 15

and prospective clients, and to avoid misleading clients.88 Generally, facts are “material” if a reasonable 

investor would consider them to be important. Departure from this fiduciary standard may constitute 

fraud upon clients.

Examination. RIAs are subject to examination by the SEC’s Division of Examinations. The SEC’s 

examination program is a risk-based program. An entity may be selected for examination for any number 

of reasons including, but not limited to, a statutory mandate that requires the Commission to examine the 

entity; the entity’s risk profile; a tip, complaint, or referral; or a review of a particular compliance risk area.89 

The scope of an examination will depend on the entity’s business model, associated risks, and the reason 

for conducting the examination. An examination typically includes a review of the entity’s operations, 

disclosures, conflicts of interest, and compliance practices with respect to certain core areas, including 

but not limited to, custody and safekeeping of client assets, valuation, portfolio management, fees and 

expenses, and brokerage and best execution. During an examination, the staff requests documents and 

information applicable to these core areas to gain an understanding of the entity’s conflicts of interest and 

its risks and corresponding controls, as well as to test the effectiveness of the entity’s compliance policies 

and procedures for monitoring, mitigating, and managing such risks and conflicts of interest. 

Within the Division of Examinations, the Investment Adviser/Investment Company Examination Program 

completed more than 2,300 examinations of RIAs in FY22.90 Examinations are confidential, and may result 

in one of three outcomes: (1) a finding of no further action, (2) a deficiency letter, and/or (3) a referral to the 

SEC’s Division of Enforcement, other regulators, or criminal authorities.

Enforcement. The SEC Division of Enforcement staff conducts investigations into possible violations of 

the federal securities laws, and litigates the SEC’s enforcement proceedings in the federal courts and in 

administrative courts.91 In FY 2021, the SEC filed a total of 697 enforcement actions, of which 159, or 23 

percent, were against RIAs or registered investment companies.92 This reflects the Division’s focus on fraud 

and other misconduct by financial professionals in this space.93

88 Id.

89 See generally SEC, Information for Entities Subject to Examination or Inspection by the Securities and Exchange Commission (Mar. 2023), 

https://www.sec.gov/files/exam-brochure.pdf. 

90 See SEC 2022 Examination Priorities, https://www.sec.gov/files/2022-exam-priorities.pdf. 

91 See SEC, About the Division of Enforcement, https://www.sec.gov/enforce/Article/enforce-about. 

92 SEC, Press Release, https://www.sec.gov/news/press-release/2021-238. 

93 SEC, Addendum to Division of Enforcement Press Release Fiscal Year 2021, https://www.sec.gov/files/2021-238-addendum.pdf. 
16 2024 ◆ Investment Adviser Risk Assessment 

3. ILLICIT FINANCE RISKS

A. Threats

This risk assessment identifies four main categories of illicit finance activity involving the investment 

adviser sector in the United States. First, in some instances, the investment adviser industry has served 

as an entry point into the U.S. market for illicit proceeds associated with foreign corruption, fraud, and tax 

evasion. Second, certain advisers manage billions of dollars ultimately controlled by sanctioned entities 

including Russian oligarchs and their associates who help facilitate Russia’s illegal and unprovoked war 

of aggression against Ukraine. Third, certain RIAs and ERAs and the private funds that they advise are 

also being used by foreign states, most notably the People’s Republic of China (PRC) and Russia, to access 

certain technology and services with long-term national security implications through investments in earlystage companies. Fourth, certain investment advisers have stolen client assets, including through fraud.

To inform and support this risk assessment, Treasury conducted an analysis of available information, 

including select BSA reports filed between 2013 and 2021 that were associated with RIAs and ERAs.94 That 

analysis found that 15.4 percent of RIAs and ERAs were associated with or referenced in at least one SAR 

(i.e., they were identified either as a subject or in the narrative section of the SAR) during this time. Further, 

the number of SAR filings associated with RIAs or ERA increased by approximately 400 percent between 

2013 and 2021—a disproportionately higher increase than the overall increase in SAR filings, which was 

approximately 140 percent.95

The most common activity types of suspicious activity identified in the investment adviser-related SARs 

were (in order of number of filings) (1) other suspicious activities, (2) securities/futures/options, (3) money 

laundering, and (4) fraud. In federal criminal cases involving an investment adviser as a defendant, the 

most common offense charged by the U.S. government was fraud. The remainder of this section contains 

descriptions of categories of threats as well as case studies and examples.96 

i) Laundering of Illicit Proceeds Through Investment Advisers and Private Funds

Private funds can be an attractive entry point for illicit proceeds because they present a possibility of higher 

returns on capital (as compared to other investment opportunities) in addition to anonymity. This is in 

contrast to other, more costly forms of money laundering, such as trade-based money laundering or informal 

value transfer systems. Like other types of pooled accounts or legal entities, they can be used to obscure 

the names of individual investors or beneficial owners so that the investment fund is identified as the owner 

of a particular asset. However, there are a wide variety of private funds, and some have characteristics that 

have traditionally been seen as less attractive to money launderers. For instance, some hedge funds may 

have lock-up periods of more than a year while venture capital funds and private equity funds generally do 

not permit any withdrawals of capital after initial investment in the fund and have longer lock-up periods due 

to the time it takes for the private companies in which those funds invest to go public or otherwise provide 

an exit strategy for these funds. While these restrictions may deter criminals who need immediate access to 

illicit proceeds, they are unlikely to deter illicit actors who seek stable returns, have a medium- to long-term 

investment horizon, and do not need immediate access to capital. 

94 Information derived from an analysis of select BSA reporting.

95 From a FinCEN review of the total number of SARs filed between 2013 and 2021.

96 These examples demonstrate that investment advisers and the funds they advise have been implicated in certain financial 

crimes, and show the scope of potential benefit from imposing certain AML/CFT obligations on RIAs and ERAs.
2024 ◆ Investment Adviser Risk Assessment 17

In federal criminal cases involving money laundering charges reviewed in this assessment that involved an 

investment adviser, former adviser, or individual who held themselves out as an adviser, the most common 

predicate crimes charged were foreign corruption, fraud, and tax evasion. The mechanisms for laundering illicit 

proceeds through investment advisers and private funds vary, but generally consist of obscuring the illicit origins 

of funds and pooling them with legitimate funds to invest in U.S. securities, real estate, or other assets. 

In some instances, the investment adviser or other financial professional may form a private fund through 

which illicit proceeds can be transferred as part of a money laundering scheme. While past examples have 

featured investment advisers complicit in illegal activity, an investment adviser may be unwittingly complicit 

in this type of activity if they are not required to understand the origin of funds or nature of their owner. 

A client wishing to launder money could ask an investment adviser to establish a private fund to certain 

specifications without informing the adviser of the client’s broader scheme. Without AML/CFT requirements 

for investment advisers, the investment adviser might not have any obligation to evaluate potential money 

laundering or other illicit finance activity risks and could participate without inquiring further. In addition, 

without any reporting obligation for investment advisers, law enforcement would have to rely on information 

about investment advisers’ clients as reported by banks, broker-dealers, and other financial institutions that 

do have reporting obligations but lack direct access to the underlying advisory client.

•	 In January 2021, the Department of Justice announced the settlement of a civil forfeiture action against 

assets of Sefira Capital LLC (Sefira) and 31 subsidiary corporations, which own high-end commercial 

and residential real estate throughout the United States.97 According to the complaint, the defendant 

corporations allegedly accepted millions of dollars of narcotics proceeds laundered through the shadow 

financial system commonly known as the Black Market Peso Exchange (BMPE), for investment in various real 

estate ventures. Sefira is a Florida-based boutique investment company that has raised over $100 million in 

capital from various investors (Sefira Investors) to invest in real estate projects primarily in the Southeastern 

United States.98 From 2016 to 2019, Sefira or its subsidiaries received millions of dollars in criminal proceeds 

from certain Sefira Investors as part of an effort by drug trafficking organizations and others to launder the 

criminal proceeds through the BMPE. 

•	 In November 2019, Mark Scott, a former equity partner at the law firm Locke Lord LLP, was convicted of 

one count of conspiracy to commit money laundering and one count of conspiracy to commit bank fraud. 

According to the Department of Justice, beginning in 2016, Scott established fake private equity investment 

funds in the British Virgin Islands, known as the “Fenero Funds” to launder approximately $400 million in 

proceeds of a large international pyramid fraud scheme called OneCoin. Scott claimed that the investments 

were from “wealthy European families,” when in fact the money represented proceeds of the OneCoin 

fraud scheme. Scott layered the money through Fenero Fund bank accounts in the Cayman Islands and the 

Republic of Ireland. As part of the scheme, Scott and his co-conspirators lied to banks, including U.S. banks, 

and other financial institutions, to cause those institutions to make transfers of OneCoin proceeds and 

evade AML procedures.99 In January 2024, Scott was sentenced to 10 years in prison.100

97 Department of Justice, “Acting Manhattan U.S. Attorney Announces Settlement Of Civil Forfeiture Claims Against Over $50 Million 

Laundered Through Black Market Peso Exchange,” (Jan. 12, 2021), https://www.justice.gov/usao-sdny/pr/acting-manhattan-usattorney-announces-settlement-civil-forfeiture-claims-against-over.

98 Id.

99 Department of Justice, “Former Partner Of Locke Lord LLP Convicted In Manhattan Federal Court Of Conspiracy To Commit 

Money Laundering And Bank Fraud In Connection With Scheme To Launder $400 Million Of OneCoin Fraud Proceeds,” (Nov. 21, 

2019), https://www.justice.gov/usao-sdny/pr/former-partner-locke-lord-llp-convicted-manhattan-federal-court-conspiracycommit-money. 

100 Department of Justice, “Former Law Firm Partner Sentenced To 10 Years In Prison For Laundering $400 Million Of OneCoin 

Fraud Proceeds”, (Jan. 25, 2024), https://www.justice.gov/usao-sdny/pr/former-law-firm-partner-sentenced-10-years-prisonlaundering-400-million-onecoin-fraud. 
18 2024 ◆ Investment Adviser Risk Assessment 

•	 In October 2019, Frank Roberto Chatburn Ripalda (Chatburn), a dual U.S. and Ecuadorian citizen, pleaded 

guilty to one count of conspiracy to commit money laundering.101 Chatburn worked at a financial advisory 

firm, Biscayne Capital, that had been registered with the SEC as an RIA.102 The money laundering conspiracy 

was related to a scheme to pay bribes to officials of Ecuador’s state-owned and state-controlled oil company, 

PetroEcuador. According to his admissions at the plea hearing, Chatburn conspired with an oil services 

contractor to pay nearly $3 million in bribes to Ecuadorian officials in an effort to obtain and retain contracts 

with PetroEcuador. As a financial advisor to the contractor, Chatburn agreed to make bribe payments for the 

benefit of several then-PetroEcuador officials through the use of shell companies and bank accounts in the 

United States, Panama, the Cayman Islands, Curacao, and Switzerland.  To conceal the bribe payments and 

to promote the scheme, Chatburn established Panamanian shell companies with Swiss bank accounts on 

behalf of two then-PetroEcuador officials. Chatburn also admitted that he conspired with a third Ecuadorian 

government official to conceal bribe payments for the official from Odebrecht S.A., a Brazilian construction 

conglomerate. Chatburn facilitated hiding these bribe payments by conducting the transactions through 

several shell companies and bank accounts in multiple jurisdictions, including in the United States.103 

•	 In July 2018, U.S. law enforcement arrested two alleged participants, Matthias Krull and Gustavo Adolfo 

Hernandez Frieri (Hernandez), in a billion-dollar international scheme to launder funds obtained through 

embezzlement, fraud, and bribery from Venezuelan state-owned oil company Petroleos De Venezuela 

S.A. (PDVSA).104 According to the stipulated factual proffer filed in connection with his plea agreement, 

Hernandez conspired to launder approximately $12 million in PDVSA bribe proceeds by creating a private 

fund, domiciled in the Cayman Islands, and with a U.S. bank as custodian.105 Specifically, he admitted that 

he conspired to launder $7 million in bribe payments related to a loan scheme, and $5 million in bribe 

payments related to a separate currency exchange scheme, through his investment advisory firm located in 

the United States. Separately, a co-conspirator in the scheme set up fraudulent bond schemes in which fake 

bonds would be issued, money transferred into the private fund, and then the bonds would “default.”106 In 

August 2018, Krull pleaded guilty to one count of conspiracy to commit money laundering, and in November 

2019, Hernandez, a former investment adviser, also pleaded guilty to conspiracy to commit money 

laundering in connection with his role in the scheme.107

101 Department of Justice, “Miami-Based Financial Advisor Pleads Guilty for Conspiring to Launder Money Relating To FCPA and 

Ecuadorian Bribery Law Violations,” (Oct. 11, 2019), https://www.justice.gov/opa/pr/miami-based-financial-advisor-pleadsguilty-conspiring-launder-money-relating-fcpa-and. 

102 In 2016, Chatburn agreed to settle SEC charges by paying a $100,000 penalty, disgorgement of $78,924, and prejudgment 

interest of $8,052. Chatburn also was barred from working as an investment adviser or with an investment company with a right 

to reapply in four years and was ordered to cease and desist from committing or causing any future violations of the securities 

laws. See SEC, “SEC Charges Former Miami-based Investment Adviser and Its Principals With Failure to Disclose Multiple 

Conflicts of Interest to Clients,” (May 27, 2016), https://www.sec.gov/files/litigation/admin/2016/ia-4399-s.pdf; see also In Re 

Administrative Proceeding, File No. 3-17263, In the Matter of Biscayne Capital International, LLC, Roberto G. Cortes, Ernesto H. 

Weisson, Juan Carlos Cortes, and Frank R. Chatburn, (May 27, 2016), https://www.sec.gov/litigation/admin/2016/ia-4399.pdf. 

103 Department of Justice, “Miami-Based Financial Advisor Pleads Guilty for Conspiring to Launder Money Relating To FCPA and 

Ecuadorian Bribery Law Violations,” https://www.justice.gov/opa/pr/miami-based-financial-advisor-pleads-guilty-conspiringlaunder-money-relating-fcpa-and. 

104 Department of Justice, “Former Swiss Bank Executive Pleads Guilty to Role in Billion-Dollar International Money Laundering 

Scheme Involving Funds Embezzled from Venezuelan State-Owned Oil Company,” (Aug. 22, 2018), https://www.justice.gov/opa/

pr/former-swiss-bank-executive-pleads-guilty-role-billion-dollar-international-money-laundering; Department of Justice, “Two 

Members of Billion-Dollar Venezuelan Money Laundering Scheme Arrested,” (Jul. 25, 2018), https://www.justice.gov/opa/pr/twomembers-billion-dollar-venezuelan-money-laundering-scheme-arrested. 

105 Factual Proffer (Dkt. 164), United States v. Hernandez, No. 18-cr-20685 (S.D. Fl. Nov. 26, 2019), https://www.justice.gov/criminalfraud/file/1316831/download. 

106 Criminal Compl., United States v. Guruceaga (), 18-mj-3119 (S.D. Fl. Jul. 24, 2018), https://www.justice.gov/criminal-fraud/

file/1119981/download. 

107 Plea Agreement (Dkt. 163), United States v. Hernandez, (S.D. Fl. Nov. 26, 2019), https://www.justice.gov/criminal-fraud/

file/1316826/download. 
2024 ◆ Investment Adviser Risk Assessment 19

•	 In September 2016, a New York-based alternative investment and hedge fund manager, Och-Ziff Capital 

Management Group LLC and related entities, entered into resolutions to resolve civil and criminal charges 

and agreed to pay penalties to the Department of Justice and SEC of approximately $400 million in 

connection with a widespread scheme involving the bribery of officials in various countries, including 

the Democratic Republic of Congo (DRC) and Libya.108 According to the companies’ admissions to the 

Department of Justice, between 2005 and 2015, Och-Ziff, through its subsidiary OZ Africa Management 

GP LLC, paid millions of dollars in bribes to high level officials in the DRC to obtain preferential access to 

investment opportunities in the mining sector.109 Additionally, from 2007 to 2010, Och-Ziff used a third-party 

to secure investments from the Libyan Investment Authority knowing that the agent would need to pay 

bribes in order to do so.110 Och-Ziff’s books and records also did not accurately describe the true purposes 

for which managed investor funds were used, and the company did not have adequate internal controls to 

detect or prevent the bribes.111

•	 In December 2012, investment funds affiliated with Low Taek Jho (Low) laundered approximately $150 

million diverted from 1Malaysia Development Berhad’s (1MDB) 2012 bond issuance into the U.S. financial 

system. Low was CEO of Jynwel Capital Limited, an investment adviser to a private equity fund in Asia.112 

Through a subsidiary of Jynwel Capital Limited, Low purchased equity interests in a vehicle managed 

by the Electrum Group, a private equity firm in the United States “whose offices are located in New York 

and Colorado, invests in public and private companies involved in the exploration and development of 

natural resources, precious metals, base metals, and oil and gas.”113 Electrum Group, LLC is registered with 

the SEC as an RIA. To conceal their origin, the funds were moved through multiple accounts owned by 

different entities on or about the same day in an unnecessarily complex manner with no apparent business 

purpose.114

108 Department of Justice, “Och-Ziff Capital Management Admits to Role in Africa Bribery Conspiracies and Agrees to Pay $213 

Million Criminal Fine”, (Sep. 29, 2016,) https://www.justice.gov/opa/pr/och-ziff-capital-management-admits-role-africa-briberyconspiracies-and-agrees-pay-213; see also SEC, Press Release, “Och-Ziff Hedge Fund Settles FCPA Charges,” (Sep. 29, 2016), 

https://www.sec.gov/news/press-release/2016-203. Unlike some of the other case examples in this section, this case does 

not involve the movement of illicit proceeds through an adviser, but instead details how an adviser can be involved in bribing 

public officials to access investment opportunities for other clients. It is being included to demonstrate how an adviser could be 

involved in illicit finance activity tied to its own investment decisions.

109 United States v. Ochs-Ziff Capital Management Group, LLC (Deferred Prosecution Agreement) p.29, (E.D.N.Y. Sep. 29, 2016), https://

www.justice.gov/opa/file/899306/download. 

110 Id. 

111 SEC, Press Release, “Och-Ziff Hedge Fund Settles FCPA Charges,” (Sep. 29, 2016), https://www.sec.gov/news/pressrelease/2016-203.

112 The U.S. government has secured guilty pleas or settlements in several cases tied to the 1MDB scheme. See, e.g., Department of 

Justice, “Former Goldman Sachs Investment Banker Convicted in Massive Bribery and Money Laundering Scheme,” (Apr.8, 2022), 

https://www.justice.gov/usao-edny/pr/former-goldman-sachs-investment-banker-convicted-massive-bribery-and-moneylaundering. Low represented to counterparties and potential business partners that Jynwel Capital Limited was an investment 

adviser to a private equity fund.

113 Verified Compl. for Forfeiture (Dkt. 3) ¶ 760, United States v. Real Property Located in London, United Kingdom Titled in the Name 

of Red Mountain Global Ltd., No. 19-cv-1326, (C.D. Cal. Feb. 22, 2019), https://www.justice.gov/opa/press-release/file/1134376/

download.

114 See id. ¶ 204-12. 
20 2024 ◆ Investment Adviser Risk Assessment 

ii) Russian Political and Economic Elites’ Access to U.S. Investments

Investment advisers and the private funds they advise have served as an important entry point into the 

U.S. financial system for wealthy Russians seeking to obscure their ownership of U.S. assets.115 Although 

many of these Russian individuals were not sanctioned by the U.S. government prior to Russia’s full-scale 

invasion of Ukraine in February 2022, their wealth was sometimes associated with corruption, theft of state 

assets, or other illicit activity well before their designation. 

A Treasury review of select BSA reporting filed between January 2019 and June 2023 identified more than 

20 investment advisers located in the United States advising private funds where the adviser was identified 

as having significant ties to Russian oligarch investors or Russian-linked illicit activities. This review also 

identified 60 additional investment advisers located in the United States who managed private funds 

in which identified Russian oligarchs have invested, although there was no indication the adviser was 

engaged in any illicit activity.

According to information available to the U.S. government, often, a member of the Russian elite or their 

trusted proxy invests in a public or private U.S. company with the assistance of a wealth management 

firm, which is usually located in an offshore jurisdiction such as Bermuda, the Cayman Islands, or Cyprus, 

but services primarily Russian customers. The wealth management firm invests that money in dollars 

through the U.S. financial system, often into U.S. technology companies in fields including biotechnology 

and artificial intelligence. The scale of these investments is significant and may include billions of dollars 

invested for a single Russian oligarch. These investments are sometimes made directly by the foreign 

wealth management firm, and in other instances through a U.S.-based RIA or ERA.

In other instances, funds may be routed through a consulting firm or other entity acting as an investment 

adviser but not registered with or reporting to the SEC or a state regulator. For instance, on September 19, 

2023, the SEC announced charges against Concord Management LLC (Concord) and its owner and principal, 

Michael Matlin, for operating as unregistered investment advisers to their only client—a wealthy former 

Russian official widely regarded as having political connections to the Russian Federation.116 As of January 

2022, Concord and Matlin allegedly managed investments for their sole client with an estimated total value 

of $7.2 billion in 112 different private funds.

iii) Foreign State Actors That Could Use Investment Funds to Access Critical Infrastructure 

or Sensitive Technologies

Some strategic nation-state competitors to the United States, most notably the PRC, may see private 

funds as a back door to acquire assets of interest in the United States, such as equity stakes in companies 

developing critical or emerging technologies. While there are certain transactions for which notice must 

115 See FinCEN Alert, FIN-2023-Alert002, FinCEN Alert on Potential U.S. Commercial Real Estate Investments by Sanctioned Russian Elites, 

Oligarchs, and Their Proxies, p. 4 (Jan. 25, 2023). In addition to Russian investors, investors tied to China and Saudi Arabia have 

invested in U.S. private funds. See, e.g., The German Marshall Fund of the United States, Policy Brief: An Effective American Regime 

to Counter Illicit Finance (Dec. 2018), https://securingdemocracy.gmfus.org/wp-content/uploads/2018/12/An-Effective-AmericanRegime-to-Counter-Illicit-Finance.pdf. 

116 In March 2022, the United Kingdom and the European Union sanctioned Matlin and Concord’s client and the client’s assets 

were subsequently frozen. The SEC's complaint alleges that, a month prior, in February 2022, Concord and Matlin assisted the 

client in his attempts to redeem investments and/or sell his securities portfolio. See SEC, Press Release 2023-186, SEC Charges 

New York Firm Concord Management and Owner with Acting as Unregistered Investment Advisers to Billionaire Former Russian 

Official (Sep. 19, 2023), https://www.sec.gov/news/press-release/2023-186. 
2024 ◆ Investment Adviser Risk Assessment 21

be provided to the interagency Committee on Foreign Investment in the United States (CFIUS)117, most 

transactions reviewed by CFIUS are filed voluntarily.118 Where transactions are not voluntarily submitted 

to CFIUS for review, CFIUS agencies actively work to identify those transactions, including whether such 

transactions may be a covered transaction under the CFIUS regulations and may raise national security 

considerations, and assess whether to request that the parties file with CFIUS.119

Foreign state-funded investment vehicles may seek to hide their involvement in foreign investments 

through offshore legal entities and intermediaries in an effort to gain access to sensitive technology, 

processes, or knowledge that can enhance their domestic development of microelectronics, artificial 

intelligence, biotechnology and biomanufacturing, quantum computing, and advanced clean energy, 

among others. These state-funded investment vehicles could persuade an investment adviser to a private 

fund to grant them access to granular details about the technology or processes used by a company in 

which the fund is invested, including information that a limited partner investor seeking only an economic 

return may not typically request. Investment advisers are currently not required to report such suspicious 

activity. 

PRC. According to the FBI, the PRC government routinely conceals its ownership or control of investment 

funds to disguise efforts to steal technology or knowledge and avoid notice to CFIUS.120 According to a 

report by the Office of the U.S. Trade Representative, state-guided PRC venture capital fund activity in 

the United States is motivated by the PRC’s Made in China 2025 plan and its military-civil fusion strategy, 

directing investments towards developing technology with dual-use capabilities.121 In 2016, the PRC 

government explicitly endorsed the use of overseas venture capital funds to invest in “seed-based and 

start-up technology,” demonstrating the link between the funds and government priorities.122

Russia. According to information available to the U.S. government, Russian elites and government entities 

are moving hundreds of millions of dollars annually through the U.S. financial system by using U.S. and 

foreign venture capital firms to invest in U.S. technology companies. 

•	 A Treasury review of select BSA reporting identified several U.S. venture capital firms with significant ties to 

Russian oligarch investors that invested in firms developing emerging technologies with national security 

applications. These include autonomous vehicle technology and artificial intelligence systems, as well as 

contractors to the U.S. military, intelligence, and other government agencies. 

•	 Further, according to information available to the U.S. government, the U.S.-designated, state-owned 

Russian Venture Company, which is funded by the U.S.-designated Russian Direct Investment Fund, endows 

117 CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States to 

determine the effect of such transactions on the national security of the United States.

118 See Treasury, “Remarks by Assistant Secretary for Investment Security Paul Rosen at the Second Annual CFIUS Conference,” 

(Sept. 14, 2023), https://home.treasury.gov/news/press-releases/jy1732. 

119 Id.

120 See Hearing Before the U.S.-China Economic and Security Review Commission, p. 139, “Chinese Investments in the United 

States: Impacts and Issues for Policymakers,” (Jan. 26, 2017), https://www.uscc.gov/sites/default/files/transcripts/Chinese%20

Investment%20in%20the%20United%20States%20Transcript.pdf; see also Remarks by FBI Director Christopher Wray, 

“Countering Threats Posed by the Chinese Government Inside the U.S.,” (Jan. 31, 2022), https://www.fbi.gov/news/speeches/

countering-threats-posed-by-the-chinese-government-inside-the-us-wray-013122. 

121 Office of the United States Trade Representative, “Findings of the Investigation into China’s Acts, Policies, and Practices Related 

to Technology Transfer, Intellectual Property, and Innovation under Section 301 of the Trade Act of 1974,” p. 14, (Mar. 22, 2018), 

https://ustr.gov/sites/default/files/Section%20301%20FINAL.PDF. 

122 PRC State Council, “National 13th Five-Year Plan for the Development of Strategic Emerging Industries,” (Nov. 29, 2016), 

https://cset.georgetown.edu/publication/national-13th-five-year-plan-for-the-development-of-strategic-emergingindustries/#:~:text=During%20the%2013th%20Five%2DYear,healthy%20economic%20and%20social%20development. 
22 2024 ◆ Investment Adviser Risk Assessment 

Russian seed funds to invest in emerging technology. The seed funds create a venture capital company, 

often of a similar name to the seed fund and registered outside of Russia, to invest in U.S. technology firms. 

· The U.S. government has also identified instances where the leadership of certain investment firms has 

attempted to remove overt ties to Russia or Russian names. Russian investors have obfuscated their 

connections to Russia, including by relocating to other jurisdictions and changing their names, to continue 

investing in U.S. technology companies through venture capital vehicles.

iv) Investment Advisers Defrauding Their Clients

The most common form of illicit activity involving investment advisers identified in the scope of this 

assessment involves IAs defrauding their clients. Unscrupulous individuals often use their real or perceived 

status as a legitimate IA to attract clients with promises of high returns and then steal their money, 

often following a Ponzi or Ponzi-like scheme.123 In most of the identified cases, authorities pursued civil 

or criminal enforcement for violations of the federal securities laws against the IA or other associated 

individuals. While they do not involve the laundering of illicit proceeds by IAs, they are being included 

consistent with the methodology described at Annex 1. 

•	 In December 2021, the founder of a New York financial advisory and investment company that had been 

registered with the SEC as an investment adviser was charged with wire fraud, investment adviser fraud, and 

money laundering in connection with a scheme to misappropriate more than $1 million from current and 

prospective clients. As alleged in the indictment, the individual, who has been an IAR, executed a calculated 

scheme in which he repeatedly lied to his current and prospective clients about putting their money into 

legitimate investments, when, in reality, he stole their money to fund his lavish lifestyle. As noted in the 

indictment, the victims sent multiple wire transfers to the private bank account of the advisory firm, and the 

individual then misappropriated the funds into his own personal banking account, among other things.124 

•	 In October 2021, the SEC charged a former New Jersey broker-dealer representative and IAR with stealing 

nearly $3 million from his advisory clients and brokerage customers, which he used to buy gold coins and 

other precious metals and funneled to family credit card accounts that he controlled. Specifically, the 

complaint alleges that from January 2016 to January 2021, the individual, who worked at a dual registrant, 

transferred funds from his clients’ and customers’ accounts to pay off balances in credit card accounts 

held in the names of his wife and parents. The individual also allegedly caused checks to be fraudulently 

drawn on his clients’ and customers’ accounts. The complaint alleges that the individual made at least 137 

fraudulent transactions and used the stolen funds to purchase gold coins and other precious metals, buy 

luxury goods, and make electronic fund transfers to himself. 125

123 A Ponzi scheme is an investment fraud that pays existing investors with funds collected from new investors. See SEC, “Ponzi 

Scheme”, https://www.investor.gov/protect-your-investments/fraud/types-fraud/ponzi-scheme.

124 Department of Justice, “Founder of Investment Advisory Firm Charged with Wire Fraud, Investment Adviser Fraud and Money 

Laundering,” (Dec. 6, 2021), https://www.justice.gov/usao-edny/pr/founder-investment-advisory-firm-charged-wire-fraudinvestment-adviser-fraud-and-money; United States v. Slothower (Indictment) Case 2:21-cr-00602 (E.D.N.Y Dec. 21, 2021). The SEC 

also filed charges against the RIA and its founder for misappropriating funds from a client and prospective client, defrauding 

investors, and submitting false information on SEC filings. See SEC, Litigation Release No. 25171, SEC Charges Investment 

Adviser and His Advisory Business for Misappropriating More than $1 Million from a Client and Prospective Client and Defrauding 

Investors (Aug. 17, 2021), https://www.sec.gov/litigation/litreleases/lr-2517.

125 See SEC, Litigation Release No. 25251, SEC Charges Financial Adviser with Stealing Investor Funds to Pay off Credit Cards, Buy 

Gold Coins (Nov. 1, 2021), https://www.sec.gov/litigation/litreleases/lr-25251; see also S.E.C. v. Welsh Complaint, Case No. 2:21-cv19387 (D.N.J. Oct. 28, 2021), https://www.sec.gov/files/litigation/complaints/2021/comp25251.pdf.. The Department of Justice 

pursued parallel criminal charges against the same individual. See Department of Justice, “Bergen County Investment Advisor 

Arrested for Stealing Millions from Clients”, (Oct. 28, 2021), https://www.justice.gov/usao-nj/pr/bergen-county-investmentadvisor-arrested-stealing-millions-clients. 
2024 ◆ Investment Adviser Risk Assessment 23

•	 In September 2021, Jason Rhodes, the co-founder, chief investment officer, and chief compliance officer for 

Sentinel Growth Fund Management, LLC (“Sentinel”), was sentenced to 48 months in prison for securities 

fraud, wire fraud, investment adviser fraud, and conspiracy charges. Those charges relate to Rhodes’s 

participation in a scheme to defraud over 25 investors in Sentinel out of more than $25 million by lying to 

the investors and using investor funds for his own personal use, and to make repayments to earlier investors 

in a Ponzi-like manner.126  

•	 In April 2019, the SEC charged an individual and several entities he controlled with operating a Ponzi 

scheme that defrauded his investment advisory clients out of $7 million. The SEC alleged that the individual 

provided investment advice to school district employees, hospital employees, veterans, and neighbors, 

most of whom were unsophisticated investors. According to the complaint, the individual had his own 

California-registered investment adviser, and through that firm, offered clients the opportunity to invest 

in tax-free “private placements” that purportedly provided quarterly dividends of about 5 percent. The 

complaint alleges that, in reality, there were no private placements. The complaint alleged the individual 

was simply running a Ponzi scheme by taking new investor money and using it to pay quarterly dividends 

to existing investors and his personal expenses. According to the complaint, the individual also offered 

investors the opportunity to invest in his farm, but investor funds in these ventures were commingled with 

investments in his advisory firm and used as part of the Ponzi scheme fraud as well.127

B. Vulnerabilities

i) Regulatory Vulnerabilities

Lack of Comprehensive and Uniform AML/CFT Obligations 

“Investment advisers” presently are not included in the definition of “financial institution” under the BSA 

or its implementing regulations.128 This means that, although they have Form 8300 obligations to report 

cash transactions above $10,000, investment advisers typically are not subject to most of the AML/CFT 

program, recordkeeping, or reporting obligations that apply to banks, broker-dealers, and certain other 

financial institutions.129 With limited exceptions (e.g., licensed as a bank), investment advisers are not 

required to maintain an AML/CFT program (consisting of internal controls, an AML/CFT officer, independent 

testing, and employee training), and do not have independent SAR filing, customer due diligence (CDD), 

or customer identification program (CIP) obligations. These are key elements of AML/CFT compliance 

through which an investment adviser would identify and report to law enforcement and regulators a client, 

investor, or transaction that may be associated with illicit finance activity.

126 Department of Justice, “Co-Founder Of Investment Fund Sentenced To 4 Years In Prison For Defrauding Investors Of Over $25 

Million”, (Sep. 1, 2021), https://www.justice.gov/usao-sdny/pr/co-founder-investment-fund-sentenced-4-years-prison-defraudinginvestors-over-25. Based on Rhodes’s guilty plea in the criminal case, the SEC barred him from association with any investment 

adviser, broker, dealer, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating 

organization. See In the Matter of Jason B. Rhodes, Administrative Proceeding File No. 3-20632 (October 22, 2021). 

127 See SEC, Litigation Release No. 24461, SEC Charges San Diego-Based Investment Adviser with Running a Ponzi Scheme (Apr. 

26, 2019), https://www.sec.gov/litigation/litreleases/lr-24461. The individual also pleaded guilty to state criminal charges for 

securities fraud and grand theft, and was sentenced to 12 years in prison. See California Department of Insurance, “Poway 

conman sentenced to 12 years in prison for $7 million Ponzi scheme targeting seniors,” (Jul. 23, 2020), https://www.insurance.

ca.gov/0400-news/0100-press-releases/2020/release068-2020.cfm. 

128 See 31 C.F.R. § 1010.100(t).

129 Investment advisers are, like any other “person,” subject to an obligation to file Form 8300. 31 C.F.R. § 1010.330(a)(1)(i), (e)(1); 26 

C.F.R. § 1.6050I–1(e).
24 2024 ◆ Investment Adviser Risk Assessment 

As noted above, some investment advisers may perform certain AML/CFT functions if the entity is also a 

registered broker-dealer (i.e., a dual registrant), is a bank, or is an operating subsidiary of a bank;130 other 

investment advisers are affiliates of banks or broker-dealers that may implement an enterprise-wide AML/

CFT program that would include that investment adviser. A Treasury analysis of Form ADV data found 

that approximately three percent of RIAs were dually registered as a broker-dealer or licensed as a bank, 

and that these entities held about 10 percent of the AUM held by all RIAs.131 The same analysis found that 

approximately 20 percent of RIAs, representing approximately 75 percent of the total AUM of RIAs, were 

affiliated with either a bank or broker-dealer.

In other circumstances, an investment adviser may perform AML/CFT functions via contract with a brokerdealer (e.g., CIP for joint customers) or other financial institution, such as when the adviser advises an 

open-end registered investment company (e.g., mutual fund). For instance, some RIAs have already 

implemented voluntary AML/CFT programs pursuant to the SIFMA No-Action Letter under which the staff 

of the SEC’s Division of Trading and Markets stated that it would not recommend enforcement action if a 

broker-dealer relies on RIAs to perform some or all aspects of the broker-dealer’s CIP obligations or the 

portion of CDD requirements regarding beneficial ownership requirements for legal entity customers, 

provided that certain conditions are met, including that the RIA implements its own AML/CFT program.132 

Mutual funds, which are advised by approximately 10 percent of RIAs133 and hold approximately 

$22.1 trillion in assets,134 are also subject to AML/CFT obligations under the BSA and its implementing 

regulations.135

Outside of these circumstances, some investment advisers have voluntarily implemented certain AML/CFT 

measures, such as CDD or other CIP requirements. However, because these programs are not required by 

any regulations under the BSA, advisers have wide discretion in what information to request from their 

clients and private fund investors. Additionally, RIAs and ERAs are not examined for compliance with 

voluntary AML/CFT measures, so advisers who voluntarily adopt such measures may not be made aware 

of deficiencies or gaps in their programs via examination. In addition, there are limited enforcement 

mechanisms under the BSA to pursue against an adviser for failing to implement such measures.

While the programs discussed above provide some AML/CFT coverage for parts of the investment adviser 

industry, they mean that investment advisers providing the same financial services have differing AML/CFT 

obligations. For example, depending on corporate structure, policies and practice, stand-alone investment 

advisers are likely subject to different AML/CFT compliance approaches than investment advisers that are 

part of a bank or financial holding company; and an investor or client seeking to obscure the origin of its 

funds, or its identity can choose an investment adviser that has no AML/CFT obligations. 

The fact that investment advisers are not currently BSA-defined financial institutions also limits the ability 

of investment advisers to provide highly useful information to law enforcement, regulators, and other 

relevant authorities. For instance, because they are not BSA-defined financial institutions, investment 

advisers are not afforded the protection from liability (safe harbor) that applies to financial institutions 

130 See supra, n. 2.

131 See supra, n. 9.

132 See SIFMA No-Action Letter, supra n. 3.

133 Information derived from a Treasury review of Form ADV information, supra, n. 9.

134 According to the Investment Company Institute 2023 Investment Company Factbook, as of December 31, 2022, U.S. mutual funds 

held approximately $22.1 trillion in AUM, while ETFs held approximately $6.4 trillion in AUM. Investment Company Institute, 2023

Investment Company Factbook, p. 2, https://www.ici.org/system/files/2023-05/2023-factbook.pdf. 

135 See supra n. 50.
2024 ◆ Investment Adviser Risk Assessment 25

when filing SARs.136 investment advisers are able to file voluntary SARs, without the safe harbor, they face 

increased legal risk from customers or other counterparties. Investment advisers are also currently unable 

to receive and respond to law enforcement requests for information under Section 314(a) of the USA 

PATRIOT Act as these information-sharing provisions apply only to BSA-defined financial institutions.137

Additionally, investment advisers, or associations of investment advisers, that are not BSA-defined 

financial institutions cannot voluntarily share information under Section 314(b) of the USA PATRIOT 

Act. Moreover, at present, existing BSA-defined financial institutions are limited in their ability to share 

information potentially related to money laundering or terrorist financing with investment advisers (and 

vice versa), because investment advisers are not BSA-defined financial institutions.138 

Non-AML/CFT Regulatory Exemptions

Some of the existing registration exemptions result in limited reporting requirements for investment 

advisers and investment funds that service wealthy and financially sophisticated139 individuals and 

institutional investors who invest in private investment companies. While these exemptions may be 

consistent with the investor protection purpose of the Advisers Act and Company Act and the scope of the 

Securities Act, these wealthy investors may be the same individuals or entities that present higher risks for 

using investment advisers to place and hide illicit proceeds. 

Exemptions for PIVs in CDD Rule and Beneficial Ownership Information Reporting Rule

Under the Corporate Transparency Act, many PIVs are exempt from having to disclose their beneficial 

owners to FinCEN.140 Similarly, FinCEN’s CDD Rule requires covered financial institutions to identify the 

beneficial owners of legal entity customers, but excludes PIV customers advised by certain financial 

institutions, including a financial institution regulated by a federal functional regulator or a bank regulated 

by a State bank regulator (this includes RIAs).141 Moreover, if a covered financial institution’s customer is a 

PIV advised by a type of financial institution not covered by this exclusion, the covered financial institution 

is only required to identify a single individual with significant responsibility to control, manage, or direct 

the PIV to comply with the CDD Rule’s beneficial ownership identification requirement.142 In practice, this 

would generally not result in identification of the underlying investors in a private fund, which, as explained 

above, may be limited partners whose ability to influence the fund’s operations is limited by contractual 

agreement.

These exemptions were intended to prevent entities that already disclosed control or ownership 

information to the U.S. government from having a duplicative requirement, or to apply to entities where 

ownership fluctuates frequently, making collection of ownership information very difficult.143 However, for 

136 31 U.S.C. § 5318(g)(3)(A). 

137 See 31 C.F.R. § 1010.520. 

138 See 31 C.F.R. § 1010.540. 

139 Certain private funds are only available to qualified purchasers, who are generally defined as investors that are financially 

sophisticated. “Qualified purchaser” is defined in section 2(a)(51) of the Company Act. See 15 U.S.C. § 80-2(a)(51).

140 See 31 U.S.C. § 5336(a)(11)(B)(xviii); 31 C.F.R. § 1010.380(c)(2)(xviii). To the extent applicable, PIVs operated or advised by 

ERAs described in section 203(m) of the Advisers Act (private fund advisers with less than $150 AUM), are not included in the 

exemption. See also 31 U.S.C. § 5336(b)(2)(C); 31 C.F.R. § 1010.380(b)(2)(iii) (requiring foreign PIVs otherwise exempt to provide 

information about one individual who exercises substantial control over the entity). 

141 See 31 C.F.R. § 1010.230(e)(2)(xi). 

142 See 31 C.F.R. § 1010.230(e)(3)(i). 

143 See, e.g., FinCEN, Beneficial Ownership Information Reporting Requirements, Notice of Proposed Rulemaking, 86 Fed. Reg. 69920, 

69928 (Dec. 8, 2021); FinCEN, Customer Due Diligence Requirements for Financial Institutions, Final Rule, 81 Fed. Reg. 29398, 29415 

(May 11, 2016).
26 2024 ◆ Investment Adviser Risk Assessment 

investment advisers, the practical impact of these exemptions would be that an adviser would generally 

not be required to identify the underlying investors in private funds (including foreign legal entities used as 

investment vehicles). 

Broker-Dealers Shifting to IA Registration

In recent years, some broker-dealers have terminated or withdrawn their broker-dealer registration and 

instead registered as IAs.144 As a result, an increasing number of advisory clients and their assets may not 

have direct customer relationships with entities subject to comprehensive AML/CFT obligations.

ii) Advisory Activities Built on Segmentation and Cross-Border Activity 

Reliance on Third- Party Administrators Subject to Varying Regulatory Obligations

It is common for RIAs that manage private funds to contract with third-party administrators for a range of 

administrative tasks, including investor due diligence and identity verification. Some funds, regardless of 

AUM size, may seek to outsource many compliance and reporting functions to limit administrative costs 

and seek to transfer liability. While some third-party administrators are located in the United States and 

may be affiliated with larger financial institutions, others are located in offshore financial centers where 

private funds are routinely domiciled, usually for tax or other commercial reasons unrelated to AML/CFT 

regulation, such as the Cayman Islands.145 

The due diligence and verification practices of these offshore fund administrators are not uniform and may 

vary based upon the requirements of the local regulatory regime as well as the requirements of the fund’s 

adviser. While some investment advisers may rely on these administrators to manage their perceived 

risk or to comply with local regulatory requirements, the piecemeal review of investor information is not 

a substitute for comprehensive AML/CFT compliance measures. These third-party administrators may 

also face legal and regulatory challenges in receiving and verifying documentation from foreign legal 

entity investors in funds they service. Further, effective AML/CFT supervision of fund administrators based 

outside the United States often is still nascent, with foreign regulators taking few enforcement actions to 

date.146

AML/CFT Obligations Not with Client-Facing Entity

Investment advisers engage in trading or transactional activities on behalf of their clients through 

relationships with financial institutions that are subject to AML/CFT obligations, such as broker-dealers and 

banks, among others. For instance, as discussed above, the Custody Rule under the Advisers Act requires 

RIAs that have custody of client funds or securities generally to maintain those funds and securities with a 

qualified custodian, defined primarily to encompass BSA-defined financial institutions.147

144 According to the SEC, the number of broker-dealers declined from over 6,000 in 2005 to less than 4,000 in 2018, while the 

number of IAs increased from approximately 9,000 in 2005 to over 13,000 in 2018. See Regulation Best Interest: The Broker-Dealer 

Standard of Conduct, Final Rule, 84 Fed. Reg. 33318, 33412 (July 12, 2019). This may be occurring because the broker-dealer 

may view the typical IA compensation (a flat fee or a percentage of assets managed) as more lucrative than the broker-dealer 

compensation (fees from trades executed for clients). There are also instances of firms that have been disbarred from acting as 

broker-dealers that are now registering as IAs to maintain their involvement (and clients) in investment activities.

145 See Caribbean Financial Action Task Force Mutual Evaluation of the Cayman Islands (Mar. 2019), p. 26, https://www.fatf-gafi.

org/media/fatf/documents/reports/mer-fsrb/CFATF-Cayman-Islands-Mutual-Evaluation.pdf. While a fund may be domiciled or 

registered in the Cayman Islands, the adviser managing that fund may be located in the United States and/or registered with the 

SEC.

146 Id., pp. 135-139 (Cayman Islands received the lowest possible rating for supervision). Additionally, fund administrators in the 

Cayman Islands filed only 37 SARs in 2017. Id., p. 116.

147 17 C.F.R. § 275.206(4)-2. The SEC recently proposed amendments to the Custody Rule. See supra n. 69.
2024 ◆ Investment Adviser Risk Assessment 27

While investment advisers often do not take possession of financial assets, they nonetheless may have a 

more direct relationship with the clients they advise and thus are often better positioned than custodians 

to obtain the necessary documentation and information from and about the client that is relevant for AML/

CFT purposes.148 If some of these assets include the proceeds of illegal activities, or are intended to further 

such activities, an investment adviser’s AML/CFT program could help discover such issues and prevent the 

client from further using the U.S. financial system, while reporting such information for law enforcement 

purposes. For example, in some cases, an investment adviser may be the only person or entity with a 

complete understanding of the source of a client’s invested assets, background information regarding the 

client, or the objectives for which the assets are invested. 

Other market participants may, for example, hold and trade assets in an account controlled by an adviser, 

but these parties, as intermediaries, often rely solely on the investment adviser’s instructions and lack 

independent knowledge of the adviser’s clients. Further, an investment adviser may use multiple brokerdealers or banks for trading and custody services, making it difficult for one financial institution in the 

chain to have a complete picture of an investment adviser’s activity or to detect suspicious activity 

involving the investment adviser. Without complete information, such an institution may not have 

sufficient information to file a SAR, or it may be required to file a SAR that only has partial information 

concerning the investment adviser’s transactions on behalf of a particular client. This limits the ability of 

law enforcement to identify illicit activity that may be occurring through investment advisers.

Inability to Identify the Ultimate Beneficial Owner or Client

Some investment advisers provide advisory services to clients that structure their investments through 

several layers of U.S. and foreign legal entities or arrangements, such as limited liability companies (LLCs) 

and trusts, often referred to colloquially as “shell companies.” Such structures may be used for legitimate 

tax reasons, but can be used to obfuscate the source of funds for either natural person or legal entity 

investors and obscure unlawful conduct. 

An additional challenge is the use of nominee arrangements, in which an intermediary (often a foreign 

bank or overseas custodial service provider) agrees to be identified as the nominal investor and essentially 

acts as a “shield” for individuals who want to make investments without disclosing their identities or 

source of funds. These nominee arrangements can be used in connection with other intermediaries in the 

ownership chain (e.g., the nominee may be acting on behalf of a foreign asset manager, who in turn has the 

relationship with an illicit actor or politically exposed person (PEP)). While these nominee arrangements 

often can have legitimate purposes, if they are not explicitly identified in required reports or records, 

they can be abused to obscure potentially illicit funds and make it extremely difficult (if not impossible) 

for regulators to identify and fully understand the nature and extent of illicit finance risks in this sector. 

As of Q4 2022, private fund advisers reporting on Form PF noted that they did not know, and could not 

reasonably obtain information about, the non-U.S. beneficial ownership of approximately $284 billion in 

private fund AUM.149

In addition, data privacy or other laws or regulations in effect in offshore jurisdictions, or contractual 

obligations, may impact how certain customer information is shared with investment advisers, brokerdealers, and other financial institutions (and by extension, U.S. law enforcement and regulators). While 

148 See SIFMA No-Action Letter supra n. 3 (incoming letter to SEC stating “RIAs often have the most direct relationship with the 

customers they introduce to broker-dealers and are best able to obtain the necessary documentation and information from and 

about the customers”).

149 See supra n. 4. 
28 2024 ◆ Investment Adviser Risk Assessment 

some investment advisers are introduced to new foreign investors by foreign entities subject to AML/CFT 

obligations (such as a broker-dealer), this practice is not consistent, as other introducers or promoters may 

be individuals with no AML/CFT obligations.

Common Use of Representations Where LP Beneficial Ownership Cannot Be Verified

Where an RIA is unable to identify the ultimate beneficial owner or source of funds, the RIA may fulfill 

any client due diligence or identification requirements (its own or those of counterparties) by receiving 

a representation from a third party that the beneficial owner is (1) not on a U.S., United Nations, or 

foreign sanctions list and (2) not a PEP. However, this representation does not enable the RIA (and those 

regulated financial institutions providing access to the U.S. financial system) to assess the illicit finance 

risk associated with the beneficial owner of its client. This approach necessarily fails to capture risks 

unrelated to PEP or sanctioned status, such as a source of wealth from illicit or non-transparent means. 

Even with respect to PEP or sanctions risks, a negative representation framing would not necessarily 

permit the financial institution to ascertain the degree of related risk (e.g., being an associate or potential 

proxy for an individual presenting such risks). This risk is heightened in the context of the use of nominee 

arrangements described above. Further, while the RIA may have a contractual recourse against the third 

party if its representations turn out to be false, the U.S. government would not be able to address the harm 

to financial transparency and national security outside of criminal prosecution. 

iii) Business Practices That Promote Secrecy of Client Information

There are commercial and regulatory incentives in the investment adviser business to keep client 

information private. First, investment advisers are hesitant to disclose the identities of their clients 

to other financial institutions because the information helps them maintain market share and 

competitiveness. For instance, some investment advisers may be reluctant to have a broker-dealer contact 

their clients because they view the broker-dealer as a competitor.150 

C. Consequences

Exploitation of the investment adviser sector by illicit actors is especially consequential because of 

the vast sums managed by investment advisers. For instance, private funds, which are not subject to 

comprehensive AML/CFT obligations, hold approximately $20 trillion in AUM.151 

Additionally, because of the nature of the investment adviser business, the illicit finance risk of investment 

advisers will pass to broker-dealers and qualified custodians, who may lack the ability to assess the client 

of the investment adviser and the client’s source of funds (or, with respect to a private fund, the private 

fund’s underlying investors and their sources of funds). For instance, several of the broker-dealer AML/CFT 

enforcement actions identified in the 2022 National Money Laundering Risk Assessment resulted from the 

actions of complicit investment advisers.152 As advisers do not have an independent SAR filing obligation, 

their prime brokers or custodians may file with respect to the clients of those advisers, but the limited 

number of filings by those entities on illicit finance tied to investment adviser clients further reduces 

visibility into potential investment adviser links to illicit activity.

150 See SIFMA No-Action Letter, supra n. 3.

151 See supra n. 4.

152 See Treasury, 2022 National Money Laundering Risk Assessment, pp. 54-56. 
2024 ◆ Investment Adviser Risk Assessment 29

4. EXISTING MITIGATION MEASURES

A. AML/CFT Measures

While investment advisers are generally not subject to any comprehensive AML/CFT requirements, they 

may in some instances carry out certain AML/CFT functions, such as CIP, CDD, and SAR filing. Some 

investment advisers may perform certain AML/CFT functions if the entity is also a registered broker-dealer 

(i.e., a dual registrant), is a bank, or is an operating subsidiary of a bank;153 other investment advisers are 

affiliates of banks or broker-dealers, which may implement an enterprise-wide AML/CFT program that 

would include that investment adviser. An investment adviser may also perform AML/CFT functions via 

contract with a broker-dealer (e.g., CIP for joint customers) or other financial institution, such as when the 

adviser advises an open-end registered investment company (e.g., mutual fund). 

Outside of these circumstances, some RIAs have voluntarily implemented certain AML/CFT measures, such as 

due diligence or identification requirements. However, these voluntary programs give RIAs wide discretion in 

what information to request, and are not subject to any regulations under the BSA. Further, to the extent these 

RIAs do not integrate comprehensive AML/CFT program requirements into their broader compliance programs, 

they may lack familiarity with and understanding of the goals and objectives of the AML/CFT regime. 

B. Non-AML/CFT Rules and Regulations

RIAs are subject to various SEC rules and regulations governing, among other things, their marketing and 

disclosures to clients, best execution for client transactions, and disclosures of conflicts of interest and 

disciplinary information, among others. However, these regulatory requirements are not designed to 

explicitly address AML/CFT risks; they are designed to protect clients against fraud, misappropriation, or 

other illegal conduct by an RIA. In some circumstances, they may require the collection or disclosure of 

information that imposes restrictions similar to some AML/CFT measures.

•	 Custody Rule. Qualified custodians also acting as the executing broker may be in a position to detect 

and report IA theft, fraud, or market manipulation, where the transactions themselves may be suspicious. 

Without identifying information about the IA client and their source of funds, however, qualified custodians 

will be limited in their ability to detect other types of illicit proceeds associated with that IA client. 

Additionally, an RIA may use multiple qualified custodians or multiple brokers. This means that one 

qualified custodian or broker may not have the complete picture of an RIA’s activity. The qualified custodian 

or broker may not have sufficient information to file a SAR, or will file a SAR with only partial information 

on transactions, hindering law enforcement from understanding the full scope of a money laundering 

scheme.154

•	 Compliance Rule. While the Compliance Rule offers the SEC a helpful cause of action for failure to 

implement policies and procedures to prevent violations of the Advisers Act or the rules adopted 

thereunder, the Compliance Rule does not address the requirements of the BSA or impose explicit 

requirements for an Office of Foreign Assets Control (OFAC) compliance program.155 

153 See supra, n. 2.

154 See, e.g., SEC, Commission Interpretation Regarding Standard of Conduct for Investment Advisers, Investment Advisers Act Release 

No. 5248 (Jun. 5, 2019), 84 Fed. Reg. 33669, 33674-75 (Jul. 12, 2019) (discussing an investment adviser’s duty to seek best execution 

of a client’s transactions where the investment adviser has the responsibility to select broker-dealers to execute client trades).

155 While OFAC sanctions requirements are separate from AML/CFT requirements, investment advisers, like other U.S. persons, must 

comply with OFAC sanctions. Some investment advisers may have policies and procedures to comply with OFAC sanctions.
30 2024 ◆ Investment Adviser Risk Assessment 

•	 Books and Records Rule. The Advisers Act requires an RIA to maintain certain books and records, as 

prescribed by the SEC. Under the books and records rule adopted under the Advisers Act, an RIA is required 

to keep certain books and records that relate to its investment advisory business. While these records may 

be useful for demonstrating fraud, theft of client assets, or other violations of law by an RIA, if they do not 

pertain to the client’s beneficial owner or source of wealth, then they will have limited utility in detecting 

and mitigating the risk that an RIA could facilitate the laundering of illicit proceeds.

C. Enforcement

i) Federal Enforcement

Civil Enforcement. The SEC investigates and pursues enforcement actions against investment advisers 

that violate the federal securities laws and regulations promulgated thereunder. However, as noted above, 

investment advisers (with some exceptions) generally do not have obligations under the BSA. The SEC 

has promulgated regulations for broker-dealers to comply with certain BSA regulations (including the 

CDD Rule)156 and has pursued enforcement action against broker-dealers that failed to apply AML/CFT 

obligations to their investment adviser customers.157 While this may capture suspicious activity by the 

investment adviser (such as market manipulation or fraud), it would be less likely to identify suspicious 

activity by an investment adviser’s client, particularly if activity routed through that broker-dealer involved 

purchases or sales consistent with routine trading activity but the funding of such trading was the result of 

illicit proceeds. 

Criminal Prosecution. The Department of Justice actively pursues criminal violations of federal law by 

investment advisers, including violations of anti-money laundering, securities, tax, and anti-corruption 

laws. Based on cases identified for purposes of this assessment, these criminal prosecutions commonly 

involve investment fraud or theft of client assets by complicit investment advisers. There are fewer cases of 

investment advisers being criminally charged for facilitating the movement of illicit proceeds generated by 

a separate crime. 

There are several barriers to criminally prosecuting investment advisers for money laundering. Unlike other 

financial intermediaries, investment advisers generally do not have BSA obligations. This means, for instance, 

that bringing charges against an adviser for willfully failing to file SARs with respect to a client involved in criminal 

activity may present challenges. Additionally, because an investment adviser is not required to engage in specific 

levels of diligence on clients’ sources of wealth, proving that an investment adviser had knowledge that funds were 

derived from criminal activities can be particularly challenging. Further, law enforcement does not receive SAR 

filings that may also help identify criminal conduct.

156 The SEC enforces 17 C.F.R. § 240.17a-8 (Rule 17a-8), which obligates a broker-dealer to comply with certain BSA regulations, and 

gives the SEC authority to bring enforcement actions against broker-dealers that violate the BSA’s reporting, recordkeeping, and 

record retention requirements, including the SAR and CIP rules. In addition to federal law, broker-dealers are required to comply 

with applicable self-regulatory organization rules, such as FINRA Rule 3310 (Anti-Money Laundering Compliance Program). The 

SEC has also promulgated a rule that requires registered investment companies to adopt and implement written policies and 

procedures reasonably designed to prevent violation of the federal securities laws, defined to include the BSA. See 17 C.F.R. § 

270.38a-1. 

157 See, e.g., Securities and Exchange Commission v. Charles Schwab & Co., Inc, No. 18-Civ-3942 (N.D. Cal. Jul. 2, 2018), https://www.

sec.gov/litigation/litreleases/2018/lr24189.htm. The SEC has also pursued enforcement action against mutual funds for failure 

to comply with the BSA and its implementing regulations. See e.g., DWS Investment Management Americas Inc., Investment 

Company Act Rel. No. 6431, (Sept. 25, 2023).
2024 ◆ Investment Adviser Risk Assessment 31

ii) State Enforcement

Like their federal counterparts at the SEC, state and territorial authorities responsible for overseeing 

state-registered entities are primarily focused on protecting investors and the overall securities market 

in their jurisdictions. Common areas of focus include elder fraud and exploitation, commodities and 

precious metals, internet and social media solicitations, and digital asset-related activities. In FY 2021, state 

regulators reported more than 1,661 securities-related enforcement actions as a whole, over 80 percent of 

which were civil or administrative enforcement actions.158 These included 267 enforcement actions against 

investment advisers and IARs. 

While state regulators have sufficient authority to pursue civil and criminal action for violations of state 

securities laws, similar to their federal counterparts, generally state-registered investment advisers do not 

have AML/CFT obligations. State regulators are also incentivized to apply those resources to fraud and 

other crime affecting investors in their states, and not activity that may originate in another U.S. state or 

outside of the United States, and does not harm local investors.

D. Whistleblower Reward Programs

There are several “whistleblower” programs that offer rewards for voluntary disclosure of violations 

of federal securities laws and regulations and AML/CFT laws and regulations. For example, the SEC 

Whistleblower Program offers awards to eligible whistleblowers who provide original information 

that leads to successful SEC enforcement actions with total monetary sanctions exceeding $1 million. 

Additionally, FinCEN’s implementation of its Anti-Money Laundering and Sanctions Whistleblower 

Program is currently underway. Under this program, eligible whistleblowers will receive monetary 

awards amounting to 10 to 30 percent of penalties collected by Treasury or the Department of Justice if 

their original information leads to qualifying actions involving violations of covered statutes such as the 

BSA and the International Emergency Economic Powers Act. These programs can create incentives for 

non-government actors to report illicit finance activity even in the absence of comprehensive AML/CFT 

requirements.

158 See NASAA, 2022 Enforcement Report, https://www.nasaa.org/wp-content/uploads/2021/09/2021-Enforcement-Report-Basedon-2020-Data-FINAL.pdf. 
32 2024 ◆ Investment Adviser Risk Assessment 

5. RESIDUAL RISKS

Based on research to date derived from cases, BSA filings, public reporting, and discussions with law 

enforcement and the staff at the SEC, we assess there is a material risk investment advisers could 

be misused for illicit finance, although the degree of risk is not uniform across the sector. Given the 

aforementioned attributes of the advisory business and the lack of comprehensive AML/CFT requirements 

for investment advisers, some money launderers may see some investment advisers as a lower-risk way 

to enter the U.S. financial system. For example, this could occur when a money launderer moves funds 

derived from illegal activity into a brokerage account of an adviser (including an omnibus account) or other 

financial account that is advised by an investment adviser. In this situation, although the broker-dealer 

would have AML/CFT obligations under the BSA, it may be difficult for the broker-dealer to discharge its 

AML/CFT duties as effectively as the investment adviser (e.g., to detect and report suspicious activity), 

given the investment adviser would have the most relevant information (client identity and source of 

wealth). 

The highest illicit finance risk lies among ERAs, where there are either more limited reporting requirements 

(under the federal securities laws) or none at all. Private funds, such as hedge funds or private equity 

funds, are not registered with the SEC, and may accept investors without knowing the ultimate beneficial 

owners or sources of funds. Further, approximately half of these funds are domiciled outside the 

United States, often in jurisdictions where the practice is to rely on representations and warranties from 

intermediaries who represent investors when it is not possible to obtain investor identity and source of 

funds information. 

Venture capital funds are at risk of exploitation because of their limited transparency (to the extent that 

they are managed by ERAs and are unregistered), as evidenced by exposure to the types of misuse noted 

above, particularly by Russian oligarchs and their associates. Additionally, venture capital funds have been 

identified as an avenue for foreign state adversaries to access technology and companies with significant 

national security implications. Finally, as noted above, advisers to venture capital funds are able to rely on 

a registration exemption regardless of their AUM.

While RIAs may be more transparent and are subject to more regulatory requirements than ERAs, those 

that are not dually registered as or affiliated with a bank or broker-dealer present the next highest 

illicit finance risk, as existing SEC registration and reporting alone do not significantly mitigate the risks 

addressed by AML/CFT requirements. One quarter of the 15,000 RIAs advise private funds, which are 

vulnerable to exploitation as described above, and the other asset management and advisory services RIAs 

offer can be exploited by illicit actors, particularly for legal entity investors who obscure their owner or the 

underlying source of funds. 159 Those RIAs that are dually registered as or affiliated with a bank or brokerdealer may be more likely to implement AML/CFT obligations with respect to their investment advisory 

clients as part of their enterprise-wide risk management. This is a relevant risk mitigating factor, but there 

is a lack of consistency across the industry, which enables regulatory arbitrage. Banks and broker-dealers 

(that are not dually registered as RIAs) also may custody funds or conduct transactions in the name of the 

RIA and be unable to identify the underlying clients. 

159 Even without offering private funds, an RIA can provide a range of investment options, such as direct investment in private 

companies, or the purchase of specific stocks or bonds on behalf of a client.
2024 ◆ Investment Adviser Risk Assessment 33

Approximately 81 percent of state-registered advisers have only one or two employees,160 and depending 

on the state with which they are registered, may be subject to fewer reporting requirements (compared 

to RIAs). However, state-registered investment advisers must register with the SEC above a certain AUM 

threshold. Given these factors and the limited instances Treasury has identified in which state-registered 

advisers have been misused to move illicit proceeds or funds associated with sanctioned persons, 

additional information collection to support regulatory action would be beneficial.

Single family offices are at a relatively lower risk for illicit finance. Despite their exemption from 

registration and regulation under the Advisers Act, they cannot have advisory clients outside of family 

members and some limited others, so ascertaining the source of funds should be relatively simple. 

Additionally, Treasury has identified very few case examples or other information indicating family offices 

are at risk of being misused to facilitate illicit finance or other criminal activity. 

160 See NASAA 2023 Annual Report, p. 5, supra n. 10.
34 2024 ◆ Investment Adviser Risk Assessment 

6. ANNEXES

Annex 1: Methodology

The terminology and methodology of this sectoral risk assessment is based in part on the guidance of the 

Financial Action Task Force (FATF), the international standard-setting body for AML/CFT safeguards. The 

following concepts are used in this risk assessment: 

Threats: For purposes of this assessment, threats are the predicate crimes or threat actors (individuals, 

groups, and entities) that are associated with illicit finance involving this sector.

Vulnerabilities: Vulnerabilities are what facilitate or create the opportunity for illicit finance. They may 

relate to a specific feature of a financial sector or product including market structure and entry, channels of 

distribution, or a weakness in law, regulation, supervision, or enforcement. 

Consequences: Consequences refers to the impact or harm that illicit finance may cause and includes the 

effect of the underlying criminal and terrorist activity on financial systems and institutions, as well as the 

economy and society more generally. The consequences of money laundering or terrorism financing may 

be short or long term in nature and relate to populations, specific communities, the business environment, 

or national or international interests, as well as the reputation and attractiveness of a country’s financial 

sector.

Risk: Risk is a function of threat, vulnerability, and consequence. It represents an overall assessment, 

taking into consideration the effect of mitigating measures including regulation, supervision, and 

enforcement.
2024 ◆ Investment Adviser Risk Assessment 35

Annex 2: Securities and AML/CFT Regulatory Requirements for IAs and 

Other Entities Involved in IA Activity

Investment Advisers

Entity Registration? Reporting? Examination? AML/CFT Obligations Under the BSA? 

SEC-Registered 

Investment 

Adviser

Yes (SEC) Yes (SEC) Yes (SEC) No. 

An RIA may implement at least some 

AML/CFT obligations if it is dually 

registered as a broker-dealer or licensed 

as a bank or is an operating subsidiary 

of a bank, or if it is part of a large 

financial holding company and subject 

to an enterprise-wide AML program, or 

performs AML measures contractually.

Exempt 

Reporting 

Advisers

No (exempt 

from SEC 

registration)

Yes (SEC) Yes (SEC) No. A private fund adviser may 

implement certain AML/CFT obligations 

contractually or have a voluntary AML 

program.

StateRegistered IAsYes (State 

authorities)

Yes (State 

authorities)

Yes (State 

authorities)

No. 

Foreign IAs No No No Not under U.S. law, but may have 

similar obligations under laws of foreign 

jurisdictions where they operate. 

Other Entities Involved in IA Activity

Entity Registration? Reporting? Examination? AML/CFT? 

Prime Broker Yes Yes Yes Yes (usually a bank or broker-dealer)

Qualified 

Custodian

Yes Yes Yes Yes (must be a bank (U.S. or foreign), 

broker-dealer, or futures commission 

merchant).

Fund 

Administrator

No No No Not in the U.S., but some 

foreign jurisdictions (Ireland, 

Cayman Islands) do impose AML 

requirements. Also may have AML 

requirements if fund administrator is 

part of a bank or broker-dealer.

Limited Partner No No No No

General Partner No No No No

Auditor Yes (PCAOB) Yes (PCAOB) No No
36 2024 ◆ Investment Adviser Risk Assessment 

Annex 3: Summary Information Requested on Form ADV

Form ADV has five parts: 1A, 1B, 2A, 2B, and 3, as well as additional Schedules. RIAs, state-registered 

IAs, and ERAs all must fill out at least some of Form ADV and provide periodic updates. SEC-registered 

entities submit the form to the SEC, while state-registered entities submit the form to their respective state 

regulator(s). A summary of the key provisions is below. 

•	 Part 1A asks about the investment adviser’s business including identifying information, basis for 

registration, and number of employees. It also asks about the IA’s types of clients, such as individuals, 

investment companies, pooled investment vehicles; assets under management; the types of advisory 

services each IA offers; and questions about where funds are custodied. Part 1A also contains several 

supplemental schedules. Schedules A through C include questions about direct owners, executive officers, 

and indirect owners of the investment adviser. Schedule D includes questions about private funds, to 

include the types of private funds, the associated custodian and prime broker, the fund administrator, and 

auditor. 

•	 Part 1B asks additional questions required by state securities authorities.

•	 Part 2A generally requires advisers to provide copies to advisory clients of the narrative brochures that IAs 

must create and deliver about the advisory firm. This item does not apply to ERAs. 

•	 Part 2B generally requires advisers to create and deliver brochure supplements containing information 

about certain supervised persons. This requirement applies to all RIAs and IAs seeking to register with the 

SEC, but it does not apply to ERAs. 

•	 Part 3 requires advisers to create a relationship summary (Form CRS) containing information for retail 

investors (defined as natural persons). This item applies to all IAs registering or registered with the SEC, but 

does not apply to ERAs. 
2024 ◆ Investment Adviser Risk Assessment 37