Common SEC Exam Issues for Large Advisers and How to Avoid Them

Large fund advisers with diverse funds, clients and strategies face considerable compliance challenges – all of which are fodder for SEC examiners. A segment of Seward & Kissel’s Regulatory Roundup series looked at the complex examination issues faced by large advisers and how advisers can address them. The program, which featured Seward & Kissel partners Daniel Bresler and Debra Franzese and senior associate Theodore Kaminski, covered compliance with the Marketing Rule, conflicts of interest, fee practices, investment due diligence, investment allocations, disclosure practices and allocation of expenses. Although it remains to be seen how the incoming SEC leadership will approach those issues, “these topics are not necessarily divided on party lines,” said Bresler, who noted that both the Marketing Rule and the SEC’s interpretation of advisers’ fiduciary duty were issued during President Trump’s first term. This article distills the key takeaways from the program. See “Potential Areas of Scrutiny in Future SEC Examinations of PE Sponsors” (Jan. 9, 2025); and “SEC 2025 Examination Priorities Feature Essential Compliance Concerns, Emerging Technologies and Several Notable Omissions” (Dec. 12, 2024).

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