On February 20, 2014, the Securities and Exchange Commission announced that it is launching an initiative, through its Office of Compliance Inspections and Examinations (“OCIE”), to conduct examinations of investment advisers that have been registered with the SEC for 3 or more years but who have never been examined. That same day, OCIE sent letters to all RIAs that have never been examined in order to provide them with information about the new initiative, which is being conducted under the National Exam Program (“NEP”).
The notice letter describes the two distinct approaches of the initiative as “risk assessment” and “focused reviews.” The former approach is designed to allow OCIE to obtain a better understanding of a particular RIA, and may include an overall review of the adviser’s activities with focus on the firm’s compliance program and disclosure documents and underlying facts. The latter, or “focus review” approach, includes a comprehensive risk-based examination of those advisers identified as having a higher risk area of business or operations. The focus-review examinations will focus on one or more of the firm’s compliance program, filings and other disclosure documents, marketing, portfolio management, and/or safety of client assets.
OCIE disclosed that not all RIAs receiving the letter would, in fact, be examined. Firms that receive the letter, however, would be well advised to prepare for an examination in any event, which usually means nothing more than maintaining and sharpening, where necessary, their policies and procedures so that they are adequate to assure compliance with SEC regulations, and contain clear and well-defined processes and responsibilities.
At the conclusion of any examination, OCIE staff will send a letter to the adviser indicating whether the exam was concluded without findings or, if deficiencies were identified, identifying those deficiencies and mandating corrective action. Of course, if serious deficiencies are found, OCIE staff may refer the matter to the Commission’s Division of Enforcement or other regulators for possible enforcement.
The Commission also sponsors a Compliance Outreach Program and will be inviting SEC-registered investment advisers who have yet to be examined to attend regional meetings where they can learn more about the examination process. The February 20, 2014 letter also contained an attachment listing helpful reference materials for whose seeking to build and maintain effective compliance programs and prepare effectively for SEC examinations.