U.S. SECURITIES AND 

EXCHANGE COMMISSION

2022

EXAMINATION PRIORITIES

Division of Examinations
DISCLAIMER: This statement represents the views of the staff of the Division of Examinations. It is not a rule, 

regulation, or statement of the U.S. Securities and Exchange Commission (SEC). The Commission has neither approved 

nor disapproved its content. This statement, like all staff guidance, has no legal force or effect: it does not alter or 

amend applicable law, and it creates no new or additional obligations for any person. This document was prepared by 

the Division of Examinations and is not legal advice. 
CONTENTS

Division of Examinations’ Leadership Message.......................................................................................... 1

Fiscal Year 2021 .................................................................................................................................. 3

A Word About “Compliance” .............................................................................................................. 6

Final Notes .......................................................................................................................................... 8

DIVISION OF EXAMINATIONS – 2022 EXAMINATION PRIORITIES .......................................................... 9

I. Significant Focus Areas.................................................................................................................. 11

A. Private Funds........................................................................................................................ 11

B. Environmental, Social, and Governance (ESG) Investing................................................... 12

C. Standards of Conduct: Regulation Best Interest, Fiduciary Duty, and Form CRS.............. 13

D. Information Security and Operational Resiliency ................................................................ 15

E. Emerging Technologies and Crypto-Assets ........................................................................ 16

II. Investment Adviser and Investment Company Examination Program......................................... 17

A. Registered Investment Advisers .......................................................................................... 17

B. Registered Investment Companies, Including Mutual Funds and ETFs............................. 18

III. Broker-Dealer and Exchange Examination Program................................................................... 19

A. Microcap, Municipal, Fixed Income, and Over-The-Counter Securities.............................. 19

B. Broker-Dealer Operations .................................................................................................... 20

C. National Securities Exchanges ............................................................................................ 20

D. Security-Based Swap Dealers (SBSDs) .............................................................................. 21

E. Municipal Advisors ............................................................................................................... 21

F. Transfer Agents ..................................................................................................................... 21

IV. Clearance and Settlement Examination Program........................................................................ 22

V. Regulation Systems Compliance and Integrity............................................................................. 22

VI. FINRA ........................................................................................................................................... 23

VII. MSRB .......................................................................................................................................... 24

VIII. The London Inter-Bank Offered Rate (LIBOR) Transition .......................................................... 24

IX. Anti-Money Laundering................................................................................................................ 25

X. Conclusion .................................................................................................................................... 26

2022 EXAMINATION PRIORITIES | 1

DIVISION OF EXAMINATIONS’ LEADERSHIP MESSAGE

The Division of Examinations is pleased 

to share our examination priorities 

for fiscal year (FY) 2022. Last year, 

we acknowledged two important 

exam milestones, the elevation of the 

Office of Compliance Inspections 

and Examinations to the Division of 

Examinations and the 25th anniversary 

of a stand-alone examination program. 

This year, we mark another important 

milestone – a decade of publishing the 

Division’s examination priorities.

The annual publication of our examination priorities furthers the SEC’s mission and aligns 

with the Division’s four pillars to promote and improve compliance, prevent fraud, monitor 

risk, and inform policy. The examination priorities have taken on greater prominence over 

the years and have become an important tool for the examination program. The publication 

of the examination priorities provides investors and registrants transparency into those areas 

we believe bring heightened risks to investors, registrants, and the markets.

If you were to review the Division’s first priorities from February 2013, you might notice its 

relative brevity. But upon closer inspection, you would see that many of today’s priorities 

address topics and themes similar to those that the examination program was prioritizing in 

2013, and likely many years in between. These perennial priorities represent fundamental 

obligations under the federal securities laws and are frequently at the core of SEC-registrant 

operations. For example, the 2013 priorities included a focus on high risk areas such as 

conflicts of interest, disclosures of fees and expenses, safety of investor and client assets, 

sales practices, and oversight of systemically important and similarly situated organizations 

that are essential to the fair and orderly operation of our markets. And although the word 

“cyber” was not used until 2014, risks related to data compromises were highlighted as well 

as what has become a perennial focus on addressing the impact and governance surrounding 

the use of new and emerging technologies across registrant types.

Richard R. Best

Acting Director

Joy G. Thompson

Acting Deputy Director
2 | U.S. SECURITIES AND EXCHANGE COMMISSION

Not all priorities are perennial, however. Each year, in developing our examination priorities, 

we engage in a deliberative process across the SEC to identify the areas we believe exhibit 

the highest risks to investors and the markets or are trending in that direction. Some 

areas take on more or less prominence in our examinations as the markets, technology, 

regulation, services provided to investors, and investor preferences evolve. However, it is 

important to note that as our priorities evolve, it does not mean we are no longer conducting 

examinations in areas not specifically noted in our priorities. Published priorities are not 

exhaustive, nor do they represent the only areas we will consider in assessing and identifying 

examination candidates.

Underpinning the last decade of published priorities is the desire to be transparent about 

the heightened risks that we see, to highlight many of the areas examinations will focus 

on in the year ahead, and ultimately to protect investors, prevent fraud, and promote and 

improve compliance. We hope that firms' leadership, including those in compliance, legal, 

risk, and information security, across the financial services industry will review the priorities 

and consider their firms' operations and internal controls in these higher-risk areas to avoid 

potential compliance weaknesses or failures.
2022 EXAMINATION PRIORITIES | 3

Fiscal Year 2021

The Division completed 3,040 examinations in FY21, a 3% increase from FY20 and 

about on par with pre-Covid-19 pandemic examination totals in FY19. In addition to 

examinations, the staff conducted hundreds of registrant outreach meetings to monitor 

several very significant market events, including the volatility in the equity and options 

markets in early 2021 that touched on several of our program areas. And although 

numbers are just part of the story, underpinning the great exam numbers for FY21 is the 

continued perseverance of the staff of the Division and their unwavering commitment to 

the SEC’s and the Division’s mission to protect investors. We are incredibly proud of the 

staff’s continued efforts this past year to perform meaningful examinations remotely while 

contending with the on-going impacts of the Covid-19 pandemic.

During FY21, the Division issued more than 2,100 deficiency letters. Through these 

letters, we have our most direct impact improving and promoting compliance and 

investor protection and addressing market risk. Most firms, as a result of the deficiency 

letters we issue, take steps to remediate the staff’s findings. Frequently, remediation 

includes implementing changes to policies and procedures so they are more effective, 

updating regulatory filings so they are more clear and responsive, or improving the 

quality of disclosures made to investors to be more transparent. Deficiency letters have 

also prompted some firms to return fees and other charges back to investors and make 

corrections in how they were calculating those fees. To date, our FY21 examinations 

prompted firms to return more than $45M to investors. The Division also made more 

than 190 referrals of its examination findings to the Division of Enforcement. As we move 

further into FY22, we anticipate there will be more money returned to investors, and there 

will be additional referrals to Enforcement resulting from our FY21 examinations.

The Investment Adviser/Investment Company (IA/IC) Examination Program, the Division’s 

largest program, completed more than 2,200 examinations of investment advisers in 

FY21, an increase from both FY20 and FY19. It also completed over 125 examinations of 

investment company complexes. In addition to the number of exams, an important metric 

is the percentage of SEC-registered investment advisers we examine each year. As the 

primary and often only regulator responsible for the oversight of this cohort of registrants, 
4 | U.S. SECURITIES AND EXCHANGE COMMISSION

we closely track our coverage ratio and have targeted it to be 15% for the past several 

years. This year, the Division examined approximately 16% of RIAs, compared to 15% in 

FY20 and FY19. Although there was a slight increase in the coverage percentage in FY21, 

we will likely soon have to lower our annual coverage target as the growth in the number 

of RIAs continues to grow at a rate that far outpaces staffing increases. In FY21, we saw 

some of the fastest year-over-year growth ever, with a net addition of approximately 

900 RIAs. And over the last five years, the number of RIAs has increased 20%, from 

approximately 12,250 to over 14,800.

The growth in the numbers of RIAs does not fully capture the increasing complexity of 

the asset management industry, and the resulting increased complexity of the compliance 

issues and risks covered by our examinations. For instance, the number of RIAs with 

AUM over $10 billion has increased by 30% in the past five years alone, and total AUM 

is now over $113 trillion, itself a nearly 70% increase from five years ago. In addition, 

approximately 60% of RIAs are affiliated with other financial industry firms, and more 

than 35% manage a private fund.

The Division’s Broker-Dealer and Exchange Examination Program continued to conduct 

examinations focused on broker-dealers’ compliance with Regulation Best Interest, 

wrapping up its initial exams to look for good faith compliance and kicking off the second 

phase of examinations with additional review of effectiveness of policies and procedures 

and transaction testing. In addition to the oversight of broker-dealers, BDX conducts 

examinations of municipal advisors, national securities exchanges, and transfer agents. 

The program completed nearly 450 examinations of these registrants in FY21.

The FINRA and Securities Industry Oversight (FSIO) Examination Program completed 

more than 115 examinations of FINRA in FY21, including examinations of key FINRA 

oversight areas, and held frequent monitoring meetings with FINRA on various aspects of 

its operations to assess and identify risk areas in these operations.

The Clearance and Settlement Examination Program conducted 15 examinations of 

clearing firms, including critically important work around the Systemically Important 

Financial Market Utilities (or SIFMUs). And our Technology Controls Program (TCP) 

completed 81 examinations, including examinations of entities subject to Regulation 

Systems Compliance and Integrity (SCI), RIAs and broker-dealers.
2022 EXAMINATION PRIORITIES | 5

The Division also maintained its focus on transparency and support of compliance through 

outreach events and publications. Division staff participated in more than 150 conferences 

and outreach events, including a national outreach event for municipal advisors in October 

and regional outreach events for IA and IC compliance officers. We continued to maintain 

a steady pace of issuing Risk Alerts throughout the year as well. In FY21, the Division 

published nine Risk Alerts across a variety of topics. These Risk Alerts are designed to 

raise awareness of compliance and industry risks and are meant to encourage firms to 

think about their own policies and procedures in particular areas. The FY21 Risk Alerts 

include:

• Observations from Examinations of Investment Advisers: Supervision, Compliance 

and Multiple Branch Offices

• Investor Adviser Compliance Programs

• Observations from Examinations of Broker-Dealers and Investment Advisers: 

Large Trader Obligations

• Executive Order on Securities Investments that Finance Communist Chinese 

Military Companies

• The Division of Examinations' Continued Focus on Digital Asset Securities

• Compliance Issues Related to Suspicious Activity Monitoring and Reporting at 

Broker-Dealers

• The Division of Examinations’ Review of ESG Investing

• Observations from Examinations of Investment Advisers Managing Client Accounts 

that Participate in Wrap Fee Programs

• Observations Regarding Fixed Income Principal and Cross Trades by Investment 

Advisers from an Examination Initiative

We intend to continue publishing Risk Alerts, providing observations from examinations 

and alerting the industry to potentially new compliance and market risks. We take our role 

to promote compliance to mean that part of our job is to raise awareness of compliance 

risks and share practices that aided an effective compliance strategy.
6 | U.S. SECURITIES AND EXCHANGE COMMISSION

A Word About “Compliance”

With our name change last year to the Division of Examinations, some have speculated 

that the removal of “compliance” from the Division’s name was intended to deemphasize 

our long-standing focus on, and commitment to, promoting compliance and to 

empowering compliance officers. Rest assured, that is not the case.

The importance of improving and promoting compliance remains at the forefront of the 

Division’s work. We engage with Chief Compliance Officers and compliance staff routinely 

on each examination. In addition, we have continued to look for opportunities to engage 

with compliance professionals and the compliance community through various outreach 

initiatives. For example, as noted above, we conduct several national and regional 

compliance outreach programs each year for a variety of registrant types, and publish our 

priorities, Risk Alerts and other reports to provide transparency on many areas directly 

tied to compliance.

While many registrants demonstrate the value and importance they place on compliance, 

far too often we examine registrants where that is not the case. In last year’s leadership 

message we highlighted compliance engagement across business lines, knowledgeable Chief 

Compliance Officers, and firm principals’ commitment to compliance. It bears repeating–

compliance officers must be empowered and receive support in the form of resources and 

a tone from the top that recognizes their contributions. Senior officers and executives 

empower compliance and compliance officers through their words and actions.

Another characteristic of an effective compliance program is resiliency, which has never 

been more apparent as we all continue to address pandemic-related change. Compliance 

programs and the written policies and procedures that embody them should be developed 

and designed to continue to be effective and withstand changes in, for example, market 

conditions, investor demand, key personnel, and registrant services or lines of business. 

A well-designed and resilient compliance program and compliance staff should be able to 

adjust, pivot, and address a range of conditions and scenarios.

In performing examinations, we have observed several commonalities of resilient 

compliance programs.

Inclusivity

The primary responsibility to develop and maintain a compliance program may be 

with the Chief Compliance Officer and others in a compliance department, but for 

most firms the foundation of a resilient compliance program requires participation 
2022 EXAMINATION PRIORITIES | 7

and input across all business and operational lines. Staff from across a firm 

working in collaboration with compliance can bring additional expertise and 

diverse perspectives to the development of a compliance program and the design 

of effective controls. Additional benefits, including a sense of shared ownership 

and greater attention to implementation, can also result from an inclusive 

approach to compliance. 

Change Management

A well thought out and well-designed compliance program will be flexible enough 

to adjust to known variables in operations and business, but will also have 

established processes in place to monitor effectiveness and to pivot or be updated 

when appropriate. As we have all experienced over the last couple of years, 

significant unanticipated events can occur as well as more incremental change that 

can compound over time or across operational lines, causing once effective policies 

and procedures or controls to become weak or ineffective. Compliance programs 

and related policies and procedures are not “set it and forget it” endeavors, and 

having a process in place to address new compliance risks and challenges is critical 

to resiliency.

Reviews and Testing

Periodic review and testing of policies and procedures is necessary to ensure the 

on-going adequacy and effectiveness of a compliance program. As the Commission 

has noted in the context of investment adviser compliance programs, reviews 

should consider compliance matters that arose previously, changes in business 

activities, and regulatory changes. Testing is also critical, as it provides a means 

to affirm that policies and procedures are operating as designed and to ensure the 

detection of outlier events or unusual patterns. An effective testing program, such 

as one that includes testing on a routine periodic basis at set intervals, when certain 

transactions occur, and over extended periods to look for patterns or emerging 

trends, deployed in conjunction with periodic reviews, significantly contributes to 

the on-going resiliency of a compliance program.

We fully anticipate that our focus on compliance, support of compliance, and compliance 

empowerment will continue and we look forward to continued engagement with the 

compliance community in the year to come.
8 | U.S. SECURITIES AND EXCHANGE COMMISSION

Final Notes

Perhaps the most significant storyline of FY21 for the Division was the continued impact 

of the Covid-19 pandemic on us and the financial services industry generally. As we look 

back on the Division’s results from the previous year and plan for the new initiatives and 

focus areas for the year to come, the theme of resiliency again comes to mind. Specifically, 

the resiliency of the Division’s systems and controls, the resiliency of our operating posture 

and capacity, but most importantly, the resiliency of the 1000 plus person staff that make 

up the examination program. Their tenacity, commitment to mission and public service, 

and collaborative spirit is really the crowning achievement for the year. We are certain 

many firms share a similar sentiment for their own employees and the resiliency they have 

demonstrated.

Finally, the past year has brought change to the Division. We established the Office 

of Security-Based Swaps to carry out the Division’s oversight responsibilities for 

security-based swaps entities registered with the Commission, including security-based 

swaps dealers, and to coordinate and collaborate with our colleagues in the Division 

of Trading and Markets and other offices and divisions as part of the newly launched 

Security-Based Swaps Joint Venture. We examined registrants for compliance for several 

new regulations, including amendments to Regulation NMS Rule 606 and the Investment 

Company Liquidity Risk Management Program Rule. And last, there was change in 

the senior leadership ranks of the Division with the departure of Director Pete Driscoll, 

Acting Director and Chief Counsel Dan Kahl, Deputy Director and co-head of the IA/IC 

examination program Kristin Snyder, and head of the Clearance and Settlement program 

Dan Gregus. We thank them for their service, and are fortunate that there are many great 

leaders in the Division to fill these gaps, including Joy Thompson, Natasha Greiner, and 

Lourdes Caballes who are currently leading as Deputy Director, co-head of the IA/IC 

examination program, and head of the Office of Clearance and Settlement, respectively.

The Division’s contact information can be found at https://www.sec.gov/contactinformation/sec-directory. If you suspect or observe activity that may violate the federal 

securities laws or otherwise operates to harm investors, please notify SEC staff at https://

www.sec.gov/tcr. We welcome engagement between our staff and members of the public, 

and we appreciate hearing from the industry about new and emerging risk areas, products, 

and services. 
The Division of Examinations (Division or EXAMS) prioritizes examination of certain 

practices, products, and services that it believes present potentially heightened risks to 

investors or the integrity of the U.S. capital markets. Examinations of these priority areas 

are grounded in our four pillars: promoting compliance, preventing fraud, identifying and 

monitoring risk, and informing policy. Collectively, examinations and our other efforts, 

including publication of Risk Alerts and industry and investor outreach, are designed to 

support the SEC’s mission to protect investors, facilitate capital formation, and maintain 

fair, orderly, and efficient markets. 

The Division will prioritize examinations of several significant focus areas that pose 

unique or emerging risks to investors or the markets, as well as examinations of core and 

perennial risk areas. Their importance to investors and the markets, coupled with the 

seriousness and frequency of observations in prior years’ examinations, demonstrate the 

need for the Division to remain vigilant in these areas. And while all of the areas identified 

below are critical, this list of priorities is not comprehensive and these will not be the 

only issues the Division addresses in examinations, Risk Alerts, and industry and investor 

outreach. The Division continues to be flexible so that examinations may also cover new 

and exigent risks to investors and the marketplace as they arise.

I. SIGNIFICANT FOCUS AREAS

A. Private Funds

More than 5,000 SEC-registered investment advisers (RIAs), totaling over 35% of 

all RIAs, manage approximately $18 trillion in private fund assets deployed in a variety 

of investment strategies in various fund types, including hedge funds, private equity 

funds, and real estate funds. These private funds frequently have significant investments 

from state and local pensions with working family beneficiaries, charities, and 

endowments. The size and complexity of these RIAs vary widely from, for example, an 

adviser with a small closely-held private fund to an adviser managing hundreds of billions 

of dollars across multiple types of funds and strategies. In the past five years, there has 

been a 70% increase in the assets managed by advisers to private funds. 

2022

EXAMINATION 

PRIORITIES

Division of Examinations

2022 EXAMINATION PRIORITIES | 11

The Division of Examinations (Division or EXAMS) prioritizes examination of certain 

practices, products, and services that it believes present potentially heightened risks to 

investors or the integrity of the U.S. capital markets. Examinations of these priority areas 

are grounded in our four pillars: promoting compliance, preventing fraud, identifying and 

monitoring risk, and informing policy. Collectively, examinations and our other efforts, 

including publication of Risk Alerts and industry and investor outreach, are designed to 

support the SEC’s mission to protect investors, facilitate capital formation, and maintain 

fair, orderly, and efficient markets. 

The Division will prioritize examinations of several significant focus areas that pose 

unique or emerging risks to investors or the markets, as well as examinations of core and 

perennial risk areas. Their importance to investors and the markets, coupled with the 

seriousness and frequency of observations in prior years’ examinations, demonstrate the 

need for the Division to remain vigilant in these areas. And while all of the areas identified 

below are critical, this list of priorities is not comprehensive and these will not be the 

only issues the Division addresses in examinations, Risk Alerts, and industry and investor 

outreach. The Division continues to be flexible so that examinations may also cover new 

and exigent risks to investors and the marketplace as they arise.

I. SIGNIFICANT FOCUS AREAS

A. Private Funds

More than 5,000 SEC-registered investment advisers (RIAs), totaling over 35% of 

all RIAs, manage approximately $18 trillion in private fund assets deployed in a variety 

of investment strategies in various fund types, including hedge funds, private equity 

funds, and real estate funds. These private funds frequently have significant investments 

from state and local pensions with working family 

beneficiaries, charities, and endowments. The size and 

complexity of these RIAs vary widely from, for example, 

an adviser with a small closely-held private fund to 

an adviser managing hundreds of billions of dollars 

across multiple types of funds and strategies. In the past 

five years, there has been a 70% increase in the assets 

managed by advisers to private funds. 

DID YOU KNOW?

In the past five years, there has been a 

70% increase in the assets managed by 

advisers to private funds. 
12 | U.S. SECURITIES AND EXCHANGE COMMISSION

Given the significance of examination findings over the past several years, and the size, 

complexity, and significant growth of this market, the Division will continue to prioritize 

our focus on RIAs to private funds. Examinations will review issues under the Investment 

Advisers Act of 1940 (Advisers Act), including an adviser’s fiduciary duty, and will assess 

risks, including a focus on compliance programs, fees and expenses, custody, fund audits, 

valuation, conflicts of interest, disclosures of investment risks, and controls around 

material nonpublic information (MNPI).

Specifically, EXAMS will continue to review: (1) the calculation and allocation of fees 

and expenses, including the calculation of post-commitment period management fees and 

the impact of valuation practices at private equity funds; (2) the potential preferential 

treatment of certain investors by RIAs to private funds that have experienced issues with 

liquidity, including imposing gates or suspensions on fund withdrawals; (3) compliance 

with the Advisers Act Custody Rule, including the “audit exception” to the surprise 

examination requirement and related reporting and updating of Form ADV regarding 

the audit and auditors that serve as important gate-keepers for private fund investors; 

(4) the adequacy of disclosure and compliance with any regulatory requirements for cross 

trades, principal transactions, or distressed sales; and (5) conflicts around liquidity, such as 

RIA-led fund restructurings, including stapled secondary transactions where new investors 

purchase the interests of existing investors while also agreeing to invest in a new fund.

The Division will also review private fund advisers’ portfolio strategies, risk management, 

and investment recommendations and allocations, focusing on conflicts and disclosures 

around these areas. This will include, for example, review of private funds’ investments 

in Special Purpose Acquisition Companies (SPACs), particularly where the private fund 

adviser is also the SPAC sponsor. In addition, EXAMS will review the practices, controls, 

and investor reporting around risk management and trading for private funds with indicia 

of systemic importance, such as outsized counterparty exposure or gross notional exposure 

when compared to similarly situated firms. 

B. Environmental, Social, And Governance (ESG) Investing 

RIAs and registered funds are increasingly offering and evaluating investments that 

employ ESG strategies or incorporate certain ESG criteria, in part to meet investor 

demand for such strategies and investments. There is a risk that disclosures regarding 

portfolio management practices could involve materially false and misleading statements 

or omissions, which can result in misinformed investors. This risk may be compounded 

by: (1) the lack of standardization in ESG investing terminology (e.g., strategies that are 

referred to as sustainable, socially responsible, impact investing, and environmental, social, 
2022 EXAMINATION PRIORITIES | 13

and governance conscious, which incorporate ESG criteria); (2) the variety of approaches 

to ESG investing (e.g., a portfolio may be labeled as ESG because of consideration of ESG 

factors alongside traditional financial, industry-related, and macroeconomic indicators, 

among others; other portfolios may use ESG factors as the driving or main consideration 

in selecting investments; or some portfolios engage in impact investing seeking to 

achieve measurable ESG impact goals); and (3) the failure to effectively address legal and 

compliance issues with new lines of business and products. 

The Division will continue to focus on ESG-related advisory services and investment 

products (e.g., mutual funds, exchange-traded funds (ETFs), and private fund offerings). 

Such reviews will typically focus on whether RIAs and registered funds are: (1) accurately 

disclosing their ESG investing approaches and have adopted and implemented policies, 

procedures, and practices designed to prevent violations of the federal securities laws 

in connection with their ESG-related disclosures, including review of their portfolio 

management processes and practices; (2) voting client securities in accordance with 

proxy voting policies and procedures and whether the votes align with their ESG-related 

disclosures and mandates; or (3) overstating or misrepresenting the ESG factors considered 

or incorporated into portfolio selection (e.g., greenwashing), such as in their performance 

advertising and marketing. 

C. Standards of Conduct: Regulation Best Interest, Fiduciary Duty, and Form CRS

The Division will continue to address standards of conduct issues for broker-dealers and 

RIAs, with reviews focused on how they are satisfying their obligations under Regulation 

BI and the Advisers Act fiduciary standard to act in 

the best interests of retail investors and not to place 

their own interests ahead of retail investors’ interests. 

Examinations will include assessments of practices 

regarding consideration of alternatives (e.g., with regard 

to potential risks, rewards, and costs), management of 

conflicts of interest (e.g., incentive practices that favor 

certain products or strategies over others), trading 

(e.g., RIA best execution obligations), disclosures (e.g., 

disclosures provided in Form ADV and Form CRS and 

made pursuant to Regulation BI), account selection (e.g., 

brokerage, advisory, or wrap fee accounts), and account 

conversions and rollovers. For both broker-dealers and 

RIAs, examinations will focus on the effectiveness of 

compliance programs, testing, and training that are designed to support retail investors 

and working families receiving recommendations and advice in their best interests.

DID YOU KNOW?

The Division will continue to address 

standards of conduct issues for brokerdealers and RIAs, with reviews focused 

on how they are satisfying their obligations 

under Regulation BI and the Advisers 

Act fiduciary standard to act in the best 

interests of retail investors and not to 

place their own interests ahead of retail 

investors’ interests. 
14 | U.S. SECURITIES AND EXCHANGE COMMISSION

Broker-dealer examinations will review firms’ recommendations and sales practices 

related to SPACs, structured products, leveraged and inverse exchange traded products 

(ETPs), REITs, private placements, annuities, municipal and other fixed income securities, 

and microcap securities. Examinations will review practices, policies, and procedures 

concerning the evaluation of cost and reasonably available alternatives as they relate to 

recommendations of these products being in the investor’s best interest. Examinations 

will also evaluate the compensation structures for financial professionals, including the 

conflicts created by such structures, and may focus examinations on the sales of securities 

by financial professionals that are highly compensated. 

RIA examinations will focus on whether advisers are acting consistently with their 

fiduciary duty to clients, looking at both duties of care and loyalty, including best 

execution obligations, financial conflicts of interest and related impartiality of advice, 

and any attendant client disclosures. Focus areas include: (1) revenue sharing 

arrangements; (2) recommending or holding more expensive classes of investment products 

when lower cost classes are available (e.g., RIAs that recommend no transaction fee 

mutual fund share classes that have 12b-1 fees in wrap fee accounts where the RIA may 

be responsible for paying transaction fees); (3) recommending wrap fee accounts without 

assessing whether such accounts are in the best interests of clients, including the impact 

of the move to zero commissions on certain types of securities transactions by a number 

of broker-dealers; and (4) recommending proprietary products resulting in additional or 

higher fees. Such reviews also will include an assessment of the adequacy of RIAs’: 

(1) compliance policies and procedures designed to address conflicts and ensure advice 

in the best interest of clients, including the cost of investing; and (2) disclosures to enable 

investors to provide informed consent.

Dually registered RIAs and broker-dealers remain an area of interest for the Division, as 

do affiliated firms with financial professionals who service both brokerage customers and 

advisory clients. The focus areas of such examinations will be similar to those addressed 

above, but with particular emphasis on potential conflicts of interest present at these 

firms, including with regard to account recommendations and allocation of investments 

across different accounts. For example, examinations will include a focus on: (1) the sale 

or recommendation of high fee products; (2) the sale or recommendation of proprietary 

products of the firms or their affiliates; (3) incentives for financial professionals to place 

their own or their firms’ interests ahead of customers/clients (e.g., transactions that reduce 

costs to the adviser and increase expenses borne by the client); and (4) compensation 

structures that inappropriately influence investment recommendations. The Division will 

review whether these firms have implemented written policies and procedures to effectively 
2022 EXAMINATION PRIORITIES | 15

mitigate and address conflicts and to minimize the risk of, and monitor for, misaligned 

incentives that may result in recommendations and advice to retail investors, such as 

seniors and working families that is not in their best interest.

D. Information Security and Operational Resiliency

Applying information security controls is critical to ensuring business continuity. 

Vigilant protection of data is also critical to the operation of the financial markets and 

the confidence of its participants. Failing to prevent unauthorized access, use, disclosure, 

disruption, modification, inspection, recording or destruction of sensitive records may have 

consequences that extend beyond the firm compromised to other market participants and 

retail investors. Accordingly, the Division will review broker-dealers’ and RIAs’ practices 

to prevent interruptions to mission-critical services and to protect investor information, 

records, and assets. 

Specifically, EXAMS will continue to review whether firms have taken appropriate 

measures to: (1) safeguard customer accounts and prevent account intrusions, including 

verifying an investor’s identity to prevent unauthorized account access; (2) oversee vendors 

and service providers; (3) address malicious email activities, such as phishing or account 

intrusions; (4) respond to incidents, including those related to ransomware attacks; 

(5) identify and detect red flags related to identity theft; and (6) manage operational risk 

as a result of a dispersed workforce in a work-from-home environment. In the context of 

these examinations, the Division will focus on, among other things, broker-dealers’ and 

RIAs’ compliance with Regulations S-P and S-ID, where applicable.

The Division will again be reviewing registrants’ business 

continuity and disaster recovery plans, with particular 

focus on the impact of climate risk and substantial 

disruptions to normal business operations. As the Division 

described last year, these efforts build on previous 

examinations and outreach in this area. In some cases, 

particularly in regard to systemically important registrants, 

examinations will account for certain climate related risks. 

The scope of these examinations will include a focus on 

the maturation and improvements to business continuity and disaster recovery plans over 

the years as well as these registrants' resiliency as organizations to anticipate, prepare for, 

respond to, and adapt to both sudden disruptions and incremental changes stemming from 

climate-related situations.

DID YOU KNOW?

The Division will again be reviewing 

registrants’ business continuity and disaster 

recovery plans, with particular focus on 

the impact of climate risk and substantial 

disruptions to normal business operations.
16 | U.S. SECURITIES AND EXCHANGE COMMISSION

E. Emerging Technologies and Crypto-Assets

The Division has observed a significant increase in the number of RIAs choosing to provide 

automated digital investment advice to their clients (often referred to as “robo-advisers”), 

continued growth in the use of mobile apps by broker-dealers, and a proliferation of the 

offer, sale, and trading of crypto-assets. The Division will 

conduct examinations of broker-dealers and RIAs that are 

using developing financial technologies to review whether the 

unique risks these activities present were considered by the 

firms when designing their regulatory compliance programs. 

RIA and broker-dealer examinations will focus on firms 

that are, or claim to be, offering new products and services 

or employing new practices (e.g., fractional shares, 

“Finfluencers,” or digital engagement practices) to assess 

whether: (1) operations and controls in place are consistent 

with disclosures made and the standard of conduct owed to 

investors and other regulatory obligations; (2) advice and recommendations, including by 

algorithms, are consistent with investors’ investment strategies and the standard of conduct 

owed to such investors; and (3) controls take into account the unique risks associated with 

such practices. 

Examinations of market participants engaged with crypto-assets will continue to review 

the custody arrangements for such assets and will assess the offer, sale, recommendation, 

advice, and trading of crypto-assets. In particular, EXAMS will review whether market 

participants involved with crypto-assets: (1) have met their respective standards of 

conduct when recommending to or advising investors with a focus on duty of care and 

the initial and ongoing understanding of the products (e.g., blockchain and cryptoasset feature analysis); and (2) routinely review, update, and enhance their compliance 

practices (e.g., crypto-asset wallet reviews, custody practices, anti-money laundering 

reviews, and valuation procedures), risk disclosures, and operational resiliency practices 

(i.e., data integrity and business continuity plans). In addition, the Division will conduct 

examinations of mutual funds and ETFs offering exposure to crypto-assets to assess, 

among other things, compliance, liquidity, and operational controls around portfolio 

management and market risk.

DID YOU KNOW?

The Division will conduct examinations 

of broker-dealers and RIAs that are 

using developing financial technologies 

to review whether the unique 

risks these activities present were 

considered by the firms when designing 

their regulatory compliance programs. 
2022 EXAMINATION PRIORITIES | 17

II. INVESTMENT ADVISER AND INVESTMENT COMPANY 

EXAMINATION PROGRAM

A. Registered Investment Advisers 

During a typical examination, the Division reviews the 

compliance programs of RIAs in one or more of the 

following core areas: marketing practices, custody and 

safety of client assets, valuation, portfolio management, 

brokerage and execution, conflicts of interest, and related 

disclosures. The Division will assess whether policies and 

procedures are reasonably designed to prevent violations 

of the Advisers Act and its rules, including breaches of 

the RIA’s fiduciary duty in violation of the antifraud 

provisions. Additionally, EXAMS will review compliance 

programs to examine whether they address that: (1) investment advice is in each client’s 

best interest; (2) oversight of service providers is adequate; and (3) sufficient resources exist 

to perform compliance duties. In addition, to the extent that firms are using alternative 

data or data gleaned from non-traditional sources as part of their business and investment 

decision-making processes, reviews will include examining whether RIAs, including RIAs 

to private funds and registered funds, are implementing appropriate compliance and 

controls around the creation, receipt, and use of potentially MNPI.

As part of its assessment of the effectiveness of a compliance program, the Division will 

review whether the firm has implemented oversight practices to mitigate any heightened 

risks. For example, whether RIAs: (1) employing individuals with prior disciplinary 

histories implemented heightened oversight practices for these individuals; (2) migrating 

from the broker-dealer business model reviewed whether recommendations to transition 

investor accounts to advised accounts were in the clients’ best interests; and (3) operating 

from multiple branch offices have appropriately adapted their compliance programs to 

oversee the activities in their branches.

The Division will also continue to focus on RIA disclosures and other issues related to 

fees and expenses. In particular, EXAMS will concentrate on issues associated with: 

(1) advisory fee calculation errors, including, but not limited to, failure to adjust 

management fees in accordance with investor agreements; (2) inaccurate calculations 

of tiered fees, including failure to provide breakpoints and aggregate household accounts; 

and (3) failures to refund prepaid fees for terminated accounts or pro-rated fees for 

onboarding clients.

DID YOU KNOW?

During a typical examination, the Division 

reviews the compliance programs of 

RIAs in one or more of the following core 

areas: marketing practices, custody and 

safety of client assets, valuation, portfolio 

management, brokerage and execution, 

conflicts of interest, and related disclosures. 
18 | U.S. SECURITIES AND EXCHANGE COMMISSION

As in previous years, the Division prioritizes RIAs and registered funds that have never 

been examined, including recently registered firms, and those that have not been examined 

for a number of years. Typically, these examinations focus on firms’ compliance programs. 

B. Registered Investment Companies, Including Mutual Funds and ETFs

The Division will continue to prioritize examinations of registered investment companies, 

including mutual funds and ETFs, given their importance to retail investors. The Division 

typically reviews certain perennial focus areas during its assessments of registered funds’ 

compliance programs and governance practices. Perennial areas include, among other 

topics, disclosures to investors, accuracy of reporting to the SEC, compliance with the 

new rules and exemptive orders (including ETF rules and 

exemptive orders for non-transparent, actively managed 

ETFs, and custom baskets). As part of its review of registered 

funds’ LRMPs, the Division will consider whether the 

programs are reasonably designed to assess and manage 

the funds’ liquidity risk and review the implementation of 

required liquidity classifications, including firms’ oversight of 

third party service providers.

Certain types of registered funds, portfolio investments, and 

fund practices will be prioritized. Examples of the types 

of funds include: (1) money market funds, which remain 

an important part of the registered fund industry to retail 

and institutional investors for cash management and will be reviewed for compliance 

with applicable requirements, including stress-testing, website disclosures, and board 

oversight; and (2) business development companies, which will undergo reviews of their 

valuation practices, marketing activities, and conflicts of interest with underlying portfolio 

companies. The Division’s focus on portfolio investments will include examinations of 

mutual funds investing in private funds to assess risk disclosure and valuation issues. 

EXAMS will also prioritize examinations of certain fund practices, including a focus 

on advisory fee waivers to assess the sustainability of services for firms that provide 

such waivers, and trading activities of portfolio managers that may be designed to inflate 

fund performance.

DID YOU KNOW?

Perennial areas include, among 

other topics, disclosures to investors, 

accuracy of reporting to the SEC, 

compliance with the new rules and 

exemptive orders (including ETF 

rules and exemptive orders for nontransparent, actively managed ETFs, 

and custom baskets).
2022 EXAMINATION PRIORITIES | 19

III. BROKER-DEALER AND EXCHANGE EXAMINATION PROGRAM

A. Microcap, Municipal, Fixed Income, and Over-The-Counter Securities

The Division remains committed to deterring microcap fraud, or fraud in connection with 

securities of companies with a market capitalization under $250 million. The Division will 

continue to prioritize examinations of broker-dealers for compliance with their obligations 

in the offer, sale, and distribution of microcap securities. Focus areas for examinations 

will include: (1) transfer agent handling of microcap distributions and share transfers; 

(2) broker-dealer sales practices and their consistency with Regulation BI; and (3) brokerdealer compliance with certain regulatory requirements, including the locate requirement 

of Regulation SHO, penny stock disclosure rules (i.e., Rules 15g-2 through 15g-6 of the 

Securities Exchange Act of 1934 (Exchange Act)), and the obligation to monitor for and 

report suspicious activity and other anti-money laundering (AML) obligations.

States and local governments issue debt securities, referred to as municipal securities 

or municipal bonds, to finance a wide variety of public projects. Timely and accurate 

municipal issuer disclosure is vitally important to investors and the markets for these 

securities. The Division will examine the activities of broker-dealers, underwriters, and 

municipal advisors to assess whether these firms are meeting their respective obligations, 

as and to the extent applicable, in relation to municipal issuer disclosure.

In addition, the Division will examine broker-dealer trading activity in fixed income 

securities with a focus on sales practices; best execution obligations; fairness of pricing, 

mark-ups and mark-downs, and commissions; and 

confirmation disclosure requirements, including 

disclosures relating to mark-ups and mark-downs.

The Division’s focus on products and services will also 

include the sale of over-the-counter securities and whether 

broker-dealers recommending these securities are meeting 

their obligations under Regulation BI. Examinations will 

also assess compliance with revised Exchange Act Rule 

15c2-11, which generally requires broker-dealers to refrain 

from publishing quotations in a quotation medium for an 

issuer’s security when current issuer information is not publicly available (among 

other requirements).

DID YOU KNOW?

The Division’s focus on products and 

services will also include the sale of 

over-the-counter securities and whether 

broker-dealers recommending these 

securities are meeting their obligations 

under Regulation BI. 
20 | U.S. SECURITIES AND EXCHANGE COMMISSION

B. Broker-Dealer Operations

Broker-dealers that hold customer cash and securities have a responsibility to ensure that 

those assets are safeguarded in accordance with the Customer Protection Rule and the Net 

Capital Rule. Examinations of broker-dealers will continue to focus on compliance with 

these rules, including the adequacy of internal processes, procedures, and controls, and 

compliance with requirements for borrowing fully paid and excess margin securities from 

customers. Examiners may also assess broker-dealer funding and liquidity risk management 

practices to assess whether firms have sufficient liquidity to manage stress events.

The Division will continue to examine broker-dealer trading practices. Examinations will 

focus on broker-dealer compliance with best execution obligations in a zero commission 

environment and compliance with Exchange Act Rule 606 order routing disclosure rules. 

The Division will continue to review potential conflicts of interest in order routing, such as 

conflicts arising from payment for order flow, including wholesaler payments or exchange 

rebates, and the possible effect any conflicts of interest may have on order routing decisions 

and best execution obligations. Examinations will also focus on large trader reporting 

obligations and broker-dealer compliance with Regulation SHO, including the rules 

regarding aggregation units and locate requirements. 

The Division will also examine the operations of certain alternative trading systems 

for compliance with Regulation ATS, and in particular focus on consistency with their 

disclosures provided in Form ATS-N.

As in previous years, EXAMS will prioritize the review of firms that are engaged in activities 

that appear to require broker-dealer registration and those that may be involved in the illegal 

distribution of unregistered securities to ensure investors are receiving the benefits of the 

federal securities laws. 

C. National Securities Exchanges

National securities exchanges provide marketplaces for facilitating securities transactions 

and, under the federal securities laws, serve as self-regulatory organizations responsible for 

enforcing compliance by their members with the federal securities laws and rules and the 

exchanges’ own rules. The Division will examine the national securities exchanges to assess 

whether they are meeting their obligations under the federal securities laws and will focus 

on exchange regulatory programs to detect and discipline violations, and participation in 

National Market System (NMS) Plans. Examinations may also assess and compare any 

exchange advisory services offered to issuers regarding ESG initiatives.
2022 EXAMINATION PRIORITIES | 21

D. Security-Based Swap Dealers (SBSDs) 

The compliance date for registration of SBSDs and 

several other SBSD requirements was October 6, 2021. 

Initial examinations of these new registrants will focus 

on the policies and procedures related to compliance 

with the security-based swap rules generally (e.g., trade 

acknowledgement and verification, recordkeeping and 

reporting, and risk management requirements).

E. Municipal Advisors

The Division will examine whether municipal advisors have met their fiduciary duty and 

conflict disclosure obligations to municipal entity clients. The Division will also examine 

whether municipal advisors have satisfied their registration, professional qualification, 

continuing education, and supervision requirements.

F. Transfer Agents

The Division will continue to examine transfer agents’ core functions: the timely 

turnaround of items and transfers, recordkeeping and record retention, safeguarding of 

funds and securities, and filing obligations with the Commission. Examination candidates 

will include, among others, never-before-examined transfer agents and transfer agents that 

service microcap or municipal bond issuers, use novel technologies (e.g., blockchain or 

online crowdfunding portal applications), or engage in significant paying agent activity.

DID YOU KNOW?

The compliance date for registration 

of SBSDs and several other SBSD 

requirements was October 6, 2021. 
22 | U.S. SECURITIES AND EXCHANGE COMMISSION

IV. CLEARANCE AND SETTLEMENT EXAMINATION PROGRAM

The Division will conduct, as required by Title VIII of the Dodd-Frank Act, at least one 

risk-based examination of each clearing agency designated as systemically important and 

for which the SEC serves as the supervisory agency. These examinations will focus on 

core risks, processes, and controls and will cover the specific areas required by statute, 

including the nature of clearing agencies’ operations and assessment of financial and 

operational risk. Additionally, the Division will conduct risk-based examinations of other 

registered clearing agencies which have not been designated as systemically important. The 

Division will also examine both groups of clearing agencies for compliance with the SEC’s 

Standards for Covered Clearing Agencies, which are rules that require covered clearing 

agencies to, among other things, have policies and procedures that address maintaining 

sufficient financial resources, protecting against credit risks, managing member defaults, 

and managing operational and other risks.

In addition, EXAMS will conduct risk-based examinations of SEC-registered clearing 

agencies to: (1) determine whether their respective risk management frameworks 

comply with the Exchange Act, and serve the needs of their members and the markets 

they serve; (2) assess the adequacy and timeliness of their remediation of prior deficiencies, 

including, for example, the role of senior leadership in the remediation process; and 

(3) examine other risk areas identified in collaboration with the SEC’s Division of Trading 

and Markets and other regulators. Areas of focus may include margin, counterparty credit 

risk, disclosure framework, governance, recovery and wind-down, default management, 

liquidity risk management, and project management, among other things.

V. REGULATION SYSTEMS COMPLIANCE AND INTEGRITY 

The Commission adopted Regulation SCI to strengthen the technology infrastructure of 

the U.S. securities markets. Regulation SCI entities include national securities exchanges, 

registered and certain exempt clearing agencies, FINRA, MSRB, plan processors, and 

alternative trading systems that meet certain volume thresholds. Among other things, these 

critical market infrastructure entities must establish, maintain, and enforce written policies 

and procedures reasonably designed to ensure that their systems’ capacity, integrity, 

resiliency, availability, and security is adequate to maintain their operational capability and 

promote the maintenance of fair and orderly markets. 
2022 EXAMINATION PRIORITIES | 23

EXAMS will continue to evaluate whether SCI entities have established, maintained, 

and enforced written policies and procedures as required. Areas of focus will include: 

(1) whether the incident response policies and procedures of SCI entities are reasonably 

designed, with a particular focus on ransomware; (2) the use of third-party network 

infrastructure services to support critical functions; (3) policies and procedures pertaining 

to the return to the workplace or further hybridization of the workplace after the extended 

telework posture caused by the COVID-19 pandemic; and (4) whether SCI entities have 

established reasonably designed policies and procedures to identify and mitigate software 

supply chain risks, including secure code development practices of SCI entities.

VI. FINRA

FINRA oversees approximately 3,400 brokerage firms, 153,000 branch offices, and 

618,000 registered representatives through examinations, enforcement, and surveillance. 

In addition, FINRA, among other things, provides a forum for securities arbitration and 

mediation, conducts market regulation, including by contract for a majority of national 

securities exchanges, reviews broker-dealer advertisements, administers the testing and 

licensing of registered persons, and operates industry utilities such as Trade Reporting 

Facilities.

EXAMS conducts risk-based oversight examinations of FINRA. It selects areas within 

FINRA to examine through a risk assessment process designed to identify those aspects 

of FINRA’s operations important to the protection of investors and market integrity, 

including FINRA’s implementation of new investor protection initiatives. The analysis is 

informed by collecting and analyzing extensive information and data, regular meetings 

with key functional areas within FINRA, and outreach to various stakeholders, including 

broker-dealers and investor groups. Based on the outcome of this risk-assessment process, 

EXAMS conducts inspections of FINRA’s major regulatory programs. EXAMS also 

conducts oversight examinations of FINRA’s examinations of certain broker-dealers 

and municipal advisors. From its observations during all of these inspections and 

examinations, EXAMS makes detailed recommendations to improve FINRA’s programs, 

its risk assessment processes, and its future examinations.
24 | U.S. SECURITIES AND EXCHANGE COMMISSION

VII. MSRB

MSRB regulates the activities of broker-dealers that buy, sell, and underwrite municipal 

securities, as well as the activities of municipal advisors. MSRB establishes rules for 

municipal broker-dealers (including registered municipal securities dealers) and municipal 

advisors, supports market transparency by making municipal securities trade data 

and disclosure documents available, and conducts education and outreach regarding 

the municipal securities market. EXAMS, along with FINRA and the federal banking 

regulators, conducts examinations of registered firms to assess compliance with MSRB 

rules. EXAMS also applies a risk assessment process, similar to the one it uses to oversee 

FINRA, to identify areas to examine at MSRB. Examinations of MSRB evaluate the 

effectiveness of MSRB’s policies, procedures, and controls.

VIII. THE LONDON INTER-BANK OFFERED RATE (LIBOR) TRANSITION

The discontinuation of LIBOR could have a significant impact on the financial 

markets and may present a material risk for certain market participants, including the 

RIAs, broker-dealers, investment companies, municipal advisors, transfer agents and 

clearing agencies overseen by the Division. Preparation for the transition away from 

LIBOR is essential for minimizing any potential adverse effects associated with LIBOR 

discontinuation. EXAMS will continue to engage with registrants through examinations 

and outreach efforts to assess their exposure to LIBOR and their transition to an 

alternative reference rate, preparations for the cessation of many LIBOR rates beginning 

immediately after December 31, 2021, and the transition to an alternative reference rate, 

in connection with registrants’ own financial operations, the exposures of their clients and 

customers, and their obligations when recommending LIBOR-linked instruments.
2022 EXAMINATION PRIORITIES | 25

IX. ANTI-MONEY LAUNDERING

The Bank Secrecy Act requires financial institutions, including broker-dealers and 

registered investment companies, to establish AML programs that are tailored to address 

the risks associated with the firm’s location, size, and activities, including customers they 

serve, the type of products and services offered, and the means by which those products 

and services are offered. These programs must, among other things, include policies 

and procedures reasonably designed to identify and verify the identity of customers and 

beneficial owners of legal entity customers, perform customer due diligence (as required by 

the Customer Due Diligence rule), monitor for suspicious activity, and, where appropriate, 

file Suspicious Activity Reports (SARs) with the Financial Crimes Enforcement Network. 

SARs are used to detect and combat terrorist financing, public corruption, market 

manipulation, and a variety of other fraudulent behaviors. 

Given the importance of these requirements, the Division 

will continue to prioritize examinations of broker-dealers 

and registered investment companies for compliance 

with their AML obligations in order to assess, among 

other things, whether firms have established appropriate 

customer identification programs and whether they 

are satisfying their SAR filing obligations, conducting 

due diligence on customers, complying with beneficial 

ownership requirements, and conducting robust and 

timely independent tests of their AML programs. The 

goal of these examinations is to evaluate whether brokerdealers and registered investment companies have adequate policies and procedures 

in place that are reasonably designed to identify suspicious activity and illegal moneylaundering activities.

DID YOU KNOW?

The goal of AML examinations of 

broker-dealers and investment 

companies is to evaluate whether they 

have adequate policies and procedures 

in place that are reasonably designed 

to identify suspicious activity and illegal 

money-laundering activities.
26 | U.S. SECURITIES AND EXCHANGE COMMISSION

X. CONCLUSION

These priorities reflect the Division’s assessment of certain risks, issues, and policy 

matters arising from market and regulatory developments, information gathered 

from examinations, and other sources, including tips, complaints, and referrals, and 

coordination with other Divisions and Offices at the SEC as well as other regulators. While 

the Division will allocate significant resources to the examination issues described herein, 

it will also conduct examinations focused on and devote resources to new or emerging 

risks, products and services, market events, and investor concerns. The Division welcomes 

comments and suggestions regarding how it can better fulfill its mission to promote 

compliance, prevent fraud, identify and monitor risk, and inform SEC policy. Our contact 

information is available at https://www.sec.gov/exams. If you suspect or observe activity 

that may violate the federal securities laws or otherwise operates to harm investors, please 

notify SEC staff at https://www.sec.gov/tcr.

U.S. Securities and Exchange Commission

DIVISION OF EXAMINATIONS

Washington, DC