U.S. Securities and Exchange Commission

SEC Provides Investment Advisers with Insights on Examination Process

September 07, 2023


Reading time : 7 minutes

The Division of Examinations of the United States Securities and Exchange Commission (“SEC”) recently issued a Risk Alert dated September 6, 2023, that provides valuable insights into the examination process for investment advisers. This Risk Alert serves as a guide on how the SEC identifies investment advisers for examinations and the documents and information requested. Notably, it includes a separate attachment titled “Typical Initial Information Examiners Request of Investment Advisers” which is a helpful resource for investment advisers to understand what to expect during an SEC examination.

How the SEC Selects Investment Advisers for Examination

The SEC employs a risk-based approach to select investment advisers for examination. This approach is dynamic and adapts to changes in market conditions, industry practices, and investor preferences. The SEC Division of Examination considers various factors when selecting advisers for examination such as the following.

Firm’s Risk Characteristics: The SEC assesses the risk profile of the investment adviser firm, which includes business activities, conflicts of interest, and regulatory history.

Tips, Complaints, or Referrals: If there are any tips, complaints, or referrals involving the investment adviser firm, it may trigger an examination.

Annual Priorities: Each year, the SEC publishes its annual examination priorities, which provide investment adviser firms with insights into areas that the Division of Examination believes present potential risks to investors and the integrity of the U.S. capital markets.

Firm-Specific Risk Factors: These include prior examination observations, supervisory concerns, disciplinary history of associated individuals or affiliates, and more.

Areas of Focus During Examination

In the Risk Alert, the SEC explained that the scope of an examination and documents requested will vary from examination to examination depending on the investment adviser firm’s business model, associated risks, and the reason for conducting the examination; however, there are certain documents and information requested in most examinations.

Typical Documents and Information Requested

This Risk Alert includes a separate attachment that lists the typical initial information SEC examiners may request from an investment adviser that does not engage in additional activities and/or have additional relationships (e.g., manage private funds).  This separate information request list includes specific items in the following categories:

General Information: Organizational structure, affiliations, and control persons.

Business and Operations: Client advisory contracts, agreements with third parties, and fees and payments for services rendered.

Compliance Program and Oversight Process: Compliance policies and procedures, tests performed, and annual reviews.

Valuation: Valuation process, fair-valued and illiquid securities held by clients, and advisory fee calculations.

Brokerage and Trading: Trade blotter, brokerage arrangements, and best execution evaluation documentation.

Financial Records: Balance sheet, income statement, and cash flow statements.

Custody: Custodian identification and surprise examination documentation.

For a copy of this separate information request list prepared by the SEC Division of Examinations, please download SEC Risk Alert: Investment Advisers: Assessing Risks, Scoping Examinations, and Requesting Documents (9/6/2023) .

Why This Matters

The inclusion of this separate list is particularly beneficial for investment advisers as it allows them to prepare in advance for an examination. By understanding what types of documents and information are typically requested, investment advisers can proactively gather and review these materials, ideally incorporating this process into their SEC Rule 206(4)-7 annual compliance review.

In summary, the new Risk Alert from the SEC’s Division of Examinations is a must-read for investment advisers. It not only provides clarity on how the SEC selects firms for examination but also offers a detailed guide on the types of documents and information that may be requested. This Risk Alert is an invaluable resource for enhancing compliance and risk management practices within your firm.

Related Resources

SEC Exam – Best Practice Checklist

SEC Exam – Mock Exam Document Request List

SEC Exam – Log of Requested Docs & Info

 SEC Exam – Privilege Log

SEC Exam – Investment Adviser’s Confirmation of New Deadline for Response

 SEC Exam – Response to Deficiency or Findings Letter from Securities Regulator

SEC Exam – Sample Letters Requesting Confidential Treatment under FOIA

RIA Express – Compliance Review Tool

Annual Review – Spreadsheet for Risk Assessment, Supervision Chart and Assessment Log

CCO – Third-Party – Confirming Annual Review Completion

Branch Office Review – IA Checklist

SEC Is Now Requiring An Investment Adviser to Document Annual Compliance Review In Writing (8/25/2023)

Common Deficiencies of Newly Registered Investment Advisers (4/14/2023)

SEC Issues Investment Adviser Exam Priorities for 2023 (2/16/2023)

Disclosure

This regulatory alert is a brief summary which is general in nature and offered only for educational purposes. It should not be considered as a comprehensive review or analysis of this development. This communication is not intended to constitute compliance consulting advice or apply to any particular investment adviser firm’s specific situation without further analysis. This regulatory alert is not a safe harbor or a legal opinion. The reader should study the actual guidance, rule or enforcement action in detail and consult with his or her compliance professionals.  This information in this regulatory alert may become out of date.

Posted by Bryan Hill
Labels: Annual Review, Examination, SEC, SEC Inspection
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