What to Expect During an SEC Examination and How to Prepare (Part One of Two)

The SEC examination process is a bit of a moving target for fund managers. Although the fundamental framework of an examination is largely unchanged, there are dynamic components that change as the industry – and the regulator – both evolve in real time. To keep PE sponsors abreast of the current state of SEC examinations, the Investment Adviser Association recently hosted a panel that was moderated by Ropes & Gray partner Jason E. Brown and featured Letti de Little, CCO of Grain Management; Sean Murphy, CCO of EIG Partners; and Christopher Mulligan, then-Investment Adviser/Private Funds Senior Advisor and Co-Coordinator of the Private Funds Specialized Working Group in the SEC’s Division of Examinations. This first article in a two-part series discusses important considerations during an SEC examination, including how the staff selects advisers, ways to prepare, how to select personnel to be interviewed and suggestions for handling disagreements with examiners. The second article will highlight substantive topics that Examinations has focused on in recent exams of PE sponsors, including management fees after the commitment period; disclosures of affiliated service providers; accurate environmental, social and governance information; substantiation of claims in advertisements; and LP advisory committee approvals. See “Latest on Navigating the SEC’s Examination Process and Avoiding Referral to the Division of Enforcement (Part One of Two)” (May 4, 2023).

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