In August of this year the Securities and Exchange Commission (“SEC”) settled an administrative proceeding that related to statements an investment adviser made during the SEC’s on-site examination. The adviser at issue, Parallax Capital Partners, LLC, is a registered investment adviser that focuses primarily on mortgage-backed bonds and other similar fixed income securities. Parallax also advises a private fund in addition to providing advisory services to individuals and other entities. During an examination of Parallax that the SEC conducted in April 2011, the firm’s Chief Compliance Officer represented to the examination staff that he had performed and documented the annual compliance review required by Adviser’s Act Rule 206(4)-7 for the year 2010. The CCO further represented that the review and documentation had been conducted in February 2011, and provided the examination staff with a memorandum purportedly documenting the compliance review for 2010 that stated: “This memo documents that I have performed the review and reported significant compliance events and material compliance matters.”
The SEC examination staff was able to determine, by a review of the metadata attached to the compliance memorandum, that it had not been drafted in February 2011 as the CCO had represented, but instead that it had been created and completed in April 2011, just three days prior to the onsite examination and after Parallax received notice of the impending examination.
Naturally, the SEC concluded that the firm had failed to conduct the annual review of its compliance policies and procedures and that the CCO had aided and abetted the firm’s violations of several rules. The CCO was also named in the proceeding and was directed by the order that resolved the proceeding to complete compliance training.
In dealing with SEC examination staff, the importance of truth and candor cannot be overstated. It is never a good idea to attempt to mislead the regulators, and in fact is a crime under some circumstances. This case also serves as a reminder that the SEC has ever-increasing array of tools that it can bring to bear in reviewing documents and statements provided by advisers during examinations.
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