Omnibus accounts are one of the central tools in fund distribution, but also a key element when it comes to money laundering. Their main advantage is that they are accounts opened in the name of a financial institution in which the investments of multiple clients are pooled. And although the positions are jointly recorded, the financial institution that holds the omnibus account maintains at all times an individualized internal record that allows the identification of which investments belong to each investor.

This structure explains their relevance for international fund managers. “This system facilitates operations in certain products and markets and is especially common when investing in foreign markets, where institutions usually operate through sub-custodians,” says Maite Álvarez, Director of Financial Regulation at finReg360.

Álvarez acknowledges that there are also drawbacks: “There may be temporary limitations in the availability of financial instruments or in the exercise of the rights associated with them. For this reason, it is essential that investors know whether their investments are channeled through this type of account and are aware of the risks involved.”

However, the balance is clear for asset managers: these types of accounts simplify administrative management and are highly operationally efficient. “For both reasons, the trend we see among managers is to continue using them, while also working to provide these accounts with greater traceability and cooperation among the various actors in the chain. The goal is to combine commercial efficiency with effective control of money laundering risk,” states José Antonio Tuero, Partner of Criminal and Compliance Law at Andersen.

The Chain Links

When it comes to anti-money laundering (AML), the debate centers on who should be responsible for these obligations when distributing third-party funds through these accounts. According to Tuero, there should be no issues because “each part of this chain has a defined area of responsibility for which it is accountable.”

He acknowledges that this may create the impression of diluted responsibility, but insists that the key is for each link to fulfill its own AML obligations: “It is important to remember that we are talking about responsibilities and duties that cannot be contractually transferred to a third party. If we had to identify the most sensitive part of this chain, we could say it is the last link, the one directly in contact with the end client.”

So, how does it work and who conducts due diligence? According to Martín Litwak, CEO of Untitled Collection, we are dealing with an omnibus account opened at any regulated institution, broker, investment fund, etc., where the account holder is the intermediary. “It is important to note that for many years, large global investment managers have used this system for investment accounts, which generally carry a low regulatory risk profile. The problem now is that they are starting to be seen in commercial or transactional accounts,” he clarifies.

Regarding due diligence, he adds: “In theory, it should be the same, but instead of falling on the bank where the omnibus account is held, which will perform its due diligence, but more lightly, since its client is a regulated entity, it falls on the intermediaries, who generally have fewer resources.”

Although this may seem like a “weak link” in the chain, the regulations are clear and increasingly converging. According to Pilar Galán, Partner in Charge of the Asset Management Sector at KPMG Spain, “In the distribution and marketing of investment funds, AML/CFT responsibility lies primarily with the entity that maintains the direct relationship with the end investor. This intermediary, usually the distributor, is responsible for fulfilling identification, verification, and monitoring obligations.”

Galán clarifies that in omnibus models, where the manager only sees a platform as the account holder and not each individual investor, AML obligations toward the investor still fall on the distributor. “The manager performs due diligence on the platform as an institutional client but does not identify the investors behind the intermediary,” she adds. Álvarez also points out that, since the manager lacks individualized client information, the AML obligations fall to the distributing entity, which knows and directly interacts with the investor.

This means that the fund manager typically does not perform KYC on the end investor when the fund is distributed through third parties. However, the manager still has AML/CFT responsibilities. “These focus on managing the laundering risk associated with the fund vehicle itself, defining internal policies and controls, and properly supervising the network of distributors involved in marketing. To do this, the manager must conduct periodic due diligence on these intermediaries and ensure they are correctly applying due diligence measures. Only if the manager sells the fund directly to the investor does it assume onboarding and KYC of the final client,” adds Galán.

In Litwak’s view, the conclusion is clear: “There is often a perception that offshore or cross-border alternatives are chosen to hide, but generally they are selected for their simplicity, flexibility, and legal certainty. History, especially recent history, has shown that financial crimes occur onshore, not offshore.”

Regulation, Supervision, and New Frontiers
According to these experts, it is true that regulators are increasingly concerned about the lack of transparency in certain fund distribution structures, especially when multiple intermediaries are involved and omnibus accounts are used, as these structures can make it difficult to identify the end investor and obscure the origin of funds. In fact, regulators such as the SEC have intensified oversight of transactions carried out through omnibus accounts, particularly those involving foreign intermediaries.

“They are also increasingly worried about insufficient oversight that some managers exercise over distributors and platforms, even though these intermediaries are the ones actually conducting KYC and investor monitoring. The growing complexity of platforms and structures has raised supervisory expectations, which now require stronger controls and greater clarity on who is responsible for what in the distribution chain,” says Galán. In this regard, regulators are focusing on international custody chains and the need to improve ultimate beneficiary traceability, especially in omnibus structures. “They aim to prevent the distance between investor, distributor, platform, and manager from creating AML/CFT responsibility gaps,” she notes.

According to Maite Álvarez, “we anticipate a general tightening of governance and control requirements when financial institutions rely on third parties for client services. In light of this, financial institutions may in the future have to apply enhanced selection, due diligence, and ongoing supervision processes to sub-custodians or management companies, that is, to the entities where omnibus accounts are opened.”

As Tuero recalls, there is no fully unified international legislation, but there is a clear convergence in regulatory criteria. In his opinion, the next major frontier in AML lies in the field of cryptoassets. “In Europe, the requirements focus on eliminating effective anonymity in transactions through the regulation of service providers and the traceability of movements, which in practice represents a very significant shift from the original spirit in which these assets were created,” he concludes.