Quick Answer
Investment advisers owe clients a fiduciary duty of full and fair disclosure of every material fact (fees, conflicts, disciplinary history, risks, relevant financial condition). Broker-dealers are held to the USA's antifraud standard instead: no untrue statements or misleading omissions in connection with a transaction. Omitting a material fact is a violation, just like making a false statement.
Every advisory relationship starts with disclosure. Before an adviser can manage money or provide recommendations, the client must understand who they're working with, what it will cost, and what conflicts exist.
What Is the Disclosure Obligation?
- Investment advisers must provide full and fair disclosure of all material facts to clients and prospects, as part of their fiduciary duty
- Broker-dealers operate under the USA's antifraud standard: they may not make an untrue statement of material fact, or omit a fact necessary to make other statements not misleading, in connection with a transaction or recommendation. This is narrower than an adviser's blanket fiduciary disclosure duty
- Material information is anything a reasonable investor would consider important in making an investment decision
- For an adviser's brochure, delivery timing follows specific rules (see below), not a single blanket "always before" standard
Exam Tip: Gotchas
- Don't collapse adviser and broker-dealer disclosure into one identical rule. Advisers have an affirmative fiduciary duty to disclose; broker-dealers are held to an antifraud (no false statements/misleading omissions) standard tied to specific transactions.
What Categories of Information Must Be Disclosed?
| Category | Examples |
|---|---|
| Fees and compensation | Fee schedule, how fees are calculated, billing method |
| Conflicts of interest | Dual registration, revenue sharing, proprietary products |
| Disciplinary history | Regulatory actions, criminal history, civil proceedings |
| Investment risks | Material risks of the strategy or specific securities |
| Financial condition | If the adviser's financial condition could impair its ability to meet obligations |
Form ADV Part 2A (The Brochure)
- Form ADV Part 2A is the primary disclosure document for investment advisers
- Written as a narrative brochure in plain English (not a fill-in-the-blank form)
- Contains 18 required disclosure items (Items 1-18) covering advisory services, fees, conflicts, disciplinary history, and more; state-registered advisers must also complete Item 19, which adds state-specific requirements
Key delivery rules (NASAA state brochure rule):
- Initial delivery: at least 48 hours before entering the advisory contract, OR at the time of contracting if the client has a penalty-free right to terminate within 5 business days
- Annual amendment filed with regulators: within 90 days of the adviser's fiscal year-end (regulatory filing obligation)
- Annual client delivery, within 120 days of fiscal year-end: EITHER (a) deliver a free, updated brochure that includes or is accompanied by a summary of material changes, OR (b) deliver just the summary of material changes with an offer to provide the full updated brochure. If there have been no material changes since the last delivery, no annual delivery is required at all that year
Exam Tip: Gotchas
- Form ADV Part 2A is the brochure. It is a narrative document in plain English. Part 1 is the fill-in-the-blank form filed with regulators.
- Initial delivery is 48 hours before signing, OR at signing with a 5-business-day free look. Don't teach "always before or at signing" as a single unconditional rule.
- Annual delivery has two compliant paths, and a "no changes" out. The adviser can send the full updated brochure, or just a summary of material changes with an offer to send the brochure; neither is required at all if nothing material changed.
Does Omitting a Fact Count as a Violation?
- Omitting a material fact is just as much a violation as making a false statement
- Lying is not required to commit fraud. Simply leaving out important information can be fraudulent
- This applies to both investment advisers and broker-dealers
Exam Tip: Gotchas
- Omission = misstatement. Failing to disclose a material fact carries the same legal weight as making a false statement.
What Should You Check on Exam Day?
- Can you distinguish the investment adviser's fiduciary disclosure duty from the broker-dealer's narrower antifraud disclosure standard?
- Can you list the five categories of required adviser disclosure (fees, conflicts, disciplinary history, risks, financial condition)?
- Do you know that omitting a material fact is treated the same as a false statement?
- Can you distinguish Form ADV Part 2A (the narrative brochure) from Part 1 (the fill-in-the-blank regulatory form), and that Item 19 adds state-registered-adviser requirements to the core 18 items?
- Do you know the initial-delivery rule (48 hours before signing, OR at signing with a 5-business-day free look) and the 90-day regulatory-filing versus 120-day client-delivery deadlines?
- Can you explain the two compliant annual-delivery methods and that no delivery is required at all if nothing material changed?