SEC Exam Document Requests

The following are the latest documents and information OCIE has been requesting in exams. At the end of each request, we have added the date and SEC unit making the request. Feel free to send us redacted exam request letters so that we may keep this list as up-to-date as possible. contactus@40act.com

Advisers - Existing

Advisers - Newly Formed

Hedge Fund Advisers

Wrap Account Advisers

Sweep Letters - Cybersecurity

Sweep Letters - Alternative Mutual Funds

Advisers - Existing

General Information

All compliance policies and procedures and standard operating procedures currently in effect for the Adviser. [NYRO 7–2014]
Provide the information below for all advisory clients, including registered investment companies and privately offered funds. The preferred format for this information is in Excel.

a. the account number, name and balance as of December 31, 2013; b. whether the client is a related person, affiliated person or a proprietary account; c. the type of account (e.g., individual, defined benefit retirement plan, registered fund, unregistered fund); d. whether the Adviser directly manages the account or acts as a sub-adviser; e. the account custodian and location; f. whether the custodian sends periodic account statements directly to the client (or, for pooled investment vehicles, directly to the investors); g. whether the Adviser has discretionary authority; h. whether the Adviser or an officer, director, manager, employee or affiliate of the Adviser acts as trustee or co-trustee or has full power of attorney for the account; i. whether the Adviser or related persons has custody of, possession of, or access to the client’s assets and, if so, the location of the assets; j. the investment strategy (e.g., global equity, high-yield, aggressive growth, long-short or statistical arbitrage) and the performance composite in which it is included, if any; k. the account’s portfolio manager(s); l. whether client has a directed brokerage arrangement, including commission recapture (provide the name of broker(s), details of the arrangement and any report used to monitor payments of commission); m. the value of each client’s account that was used for purposes of calculating its advisory fee for the most recent billing period; n. whether the client pays a performance fee and the most recent account performance figures; o. whether or not advisory fees are paid directly from the client’s custodial account; and p. for clients obtained during the Examination Period, provide account inception date and name(s) of consultant(s) related to obtaining the client, if any. [NYRO - 7–2014]
A list of all of the Adviser&risqué;s current officers, directors and employees, showing for each person: name, title or duties, and date employment began. [NYRO - 7–2014]
The Adviser’s balance sheets, trial balances, income statements and cash flow statements as of December 31, 2013, and as of for the quarter ended. [NYRO - 7–2014]
A trade blotter (i.e., purchase and sales journal) that lists transactions (including cancellations, re-bills and reallocations) in securities and other financial instruments (including privately offered funds) during the Examination Period for: current and former clients, proprietary or trading accounts, and access persons. The preferred format for this information is in Excel in the form described in Exhibit 1. [NYRO - 7–2014]
A list of securities held in all client portfolios (aggregate position total for all instruments) as of December 31, 2013. This record should indicate the security name, name of each client holding an interest, the amount owned by each client, the aggregate number of shares or principal or notional amount held and total market value of the position. The preferred format for this information is in Excel. [NYRO - 7–2014]
Current standard client advisory contracts or agreements. [NYRO - 7–2014]
The current version of Form ADV Parts 2A and 2B furnished to clients and prospective clients, and any disclosure document currently used in lieu of Part 2. [NYRO - 7–2014]
An external organization chart showing the ownership of the Adviser and its relationship to all affiliated persons. [NYRO - 7–2014]
Names of any financial planning, pension consulting or other advisory clients not named in response to Item 2 above. [NYRO - 7–2014]
A list of clients obtained during the Examination Period, inception dates and the identity of any third-party consultant instrumental in Adviser’s obtaining a particular account. [NYRO - 7–2014]
Names of advisory clients lost, including the reason, termination date and asset value at termination. [NYRO - 7–2014]
A description of any threatened, pending and settled litigation or arbitrations involving the Adviser or any “supervised persons” (if it relates to the individual’s association with the Adviser or a securities-related matter) including a description of the allegations, the status and a brief description of any out of court or informal settlement. Noted that “supervised person” is any partner, officer, director (or any other person occupying a similar status or performing similar functions), or employee of an investment adviser and is subject to the supervision and control of the investment advisers (defined in Section 202(a)(25) of the Advisers Act). If none, please provide a written statement to that effect. [NYRO - 7–2014]
Describe the relationship between the Adviser and its affiliates, including what services each provides to the other. [NYRO - 7–2014]
Names of any of the Adviser’s officers, directors or employees who were disciplined, who resigned or who were terminated during the Examination Period, and information regarding the reason for their departure.
Names of any joint ventures or any other businesses in which the Adviser or any officer, director, portfolio manager or trader participates or has any interest (other than their employment with the Adviser), including the inception date and a description of each relationship. [NYRO - 7–2014]
Names of companies for which employees of the Adviser or its affiliates serve as officers or directors or on creditors’ committees, and the name(s) of such employees. [NYRO - 7–2014]
Any client or investor complaints, and information about the process used for monitoring client or investor correspondence and/or complaints, including the name of a third-party service provider used and the Adviser’s oversight of the service provider. [NYRO - 7–2014]
A list of all items of advertising or marketing that the Adviser used during the Examination Period. Identify those items in the list that include information related to performance. [NYRO - 7–2014]
All pitch books, one-on-one presentations, pamphlets, brochures and any other promotional or marketing materials furnished to existing or prospective investors for each investment strategy or mandate. [NYRO - 7–2014]
All advertisements used to inform or solicit clients or investors. If information on services and investments is available on the Internet, such as websites and blogs, make all versions available as either printouts or electronic archives. [NYRO - 7–2014]
If websites include sections for clients, investors or advisory representatives that are accessible only with a username and password, please establish a temporary username and password for the staff’s use during the inspection and include them in your response. [NYRO 7–2014]
A list of all parties that received compensation/remuneration for referring prospective clients or investors to the Adviser, the fees received by each party during the Examination Period, and a list of current clients introduced by these parties. [NYRO 7-2014]
All responses made to requests for proposal (RFPs) and due diligence questionnaires. [NYRO 7–2014]
A list of all third-party consultants to whose questionnaires the Adviser provided responses or with whom the Adviser otherwise corresponded during the Examination Period. [NYRO 7–2014]
A list of all third-party consultants to whose clients the Adviser made presentations for the purpose of obtaining or retaining the client as an advisory client. [NYRO 7-2014]
Any third-party performance verification, examination or audit reports, together with the engagement letters for such work. [NYRO 7-2014]
All accounts included in each composite as of December 31, 2013, and the dates of each such account was initially included in each composite. [NYRO 7-2014]
Current inventory of the Adviser’s compliance risks that forms the basis for its policies and procedures, including any changes made to the inventory and the dates of the changes. [NYRO 7-2014]
Any documents maintained that map the Adviser’s inventory of risks to its written policies and procedures. [NYRO 7-2014]
Documents that demonstrate how the Adviser’s policies and procedures are applied in practice and that the policies and procedures are working. For example, any compliance documents, exception reports or review sheets that document results of transactional tests used to determine that, among other things:

a. Portfolio management decisions are consistent with clients’ mandates (investment objectives, restrictions and risk tolerance), regulatory requirements and disclosures. b. Decisions made and costs incurred in establishing and maintaining Adviser’s brokerage arrangements and placing orders (trades or deals) for clients are consistent with maximizing the value of clients’ accounts, disclosures made to clients, regulatory requirements and fiduciary obligations. c. Allocations among clients’ accounts of IPOs and blocked and cross trades in issues traded on secondary markets are fair and consistent with disclosures, regulatory requirements and fiduciary obligations. d. Prices used to value positions in clients’ accounts, including all clients that are commingled accounts/funds, accurately reflect current market conditions and the prices that could be realized upon a current sale of positions; the process used to calculate NAVs of commingled accounts/funds results in consistently accurate allocations of the commingled accounts’ net assets among participant/fund shareholders and is consistent with disclosures and regulatory requirements. e. Advisory clients’ assets, including those of commingled accounts/funds, are held in safekeeping and moved in ways that protect them from theft, misappropriation, misuse and loss. f. Information provided to advisory clients regarding transactions in and balances of their accounts accurately reflects the actual transactions in and balances of those accounts and reflects fairly all decisions affecting these accounts. g. Personal trading activities of access persons and investment decisions for proprietary accounts of the Adviser are consistent with the codes of ethics, regulatory requirements and disclosures. h. Performance information used in advertisements and other marketing materials is calculated accurately and fairly and is used in ways that are not misleading, and marketing and distribution activities are consistent with regulatory requirements and disclosures.
i. Data about the Adviser’s operations and activity in clients’ accounts are timely and accurately created, captured and compiled and are safeguarded from unauthorized accuse, use, manipulation, alteration and untimely destruction; such data are used to provide complete, accurate and timely information to management, advisory clients, fund boards, fund shareholders and regulators. j. Advisory fees are calculated in accordance with client investment management agreements. k. Adviser’s compliance program is adquately designed and maintained so as to prevent, find and resolve violations of relevant statutes, rules and other regulatory guidance. [NYRO 7-2014]
If Adviser has a risk committee, the minutes of risk committee meetings held during the Examination Period. [NYRO 7-2014]
Any annual and interim reports or other summary documents regarding the review of the Adviser’s compliance program. [NYRO 7-2014]
For a sample of clients to be selected on-site, client files, including advisory contracts, investment policy statements, investment restrictions, account statements, account appraisals, broker/custodian forms, correspondence and email. [NYRO 7-2014]
The Adviser’s and affiliates’ code of ethics and insider trading policies and procedures. [NYRO 7-2014]
A current list of access persons required to report personal securities transactions and holdings. [NYRO 7-2014]
All reports by access persons during the Examination Period of their securities transactions and holdings. [NYRO 7-2014]
Any records of violations of the Adviser’s code of ethics. [NYRO 7-2014]
Records of any testing of the policies and procedures to trading errors. [NYRO 7-2014]
A list of all proprietary trading or investment accounts of the Adviser and its affiliates. [NYRO 7-2014]
A list of approved broker-dealers currently in use by the Adviser’s trading staff. [NYRO 7-2014]
A list of securities of which the Adviser or any affiliate was involved with the initial distributions or offering and which were purchased by or for any client. [NYRO 7-2014]
A list of broker-dealers with whom the Adviser has or had revenue sharing arrangements for any purpose during the Examination Period. [NYRO 7-2014]
A list of all initial public offerings in which clients, proprietary accounts or access persons participated. Include the date, security, symbol, total number of shares and participating accounts. [NYRO 7-2014]
All of the Adviser’s email correspondence (in and out) for the month of April 30, 2014. Provide the emails in an electronic format, preferably an Outlook “.pst” [NYRO 7-2014]

EXHIBIT 1 - Format of Securities Trading Blotter/Purchase and Sales Journal

In conjunction with the scheduled examination, the staff requests records for all purchases and sales of securities for portfolios of advisory clients and proprietary accounts being advised by the Adviser. This record should include the fields of information listed in the table below.

If possible, produce the dataset in a delimited flat file format (delimited text). Otherwise use a Microsoft Access, Microsoft Excel or .csv (comma delimited) format. Display a single transaction as one line of data. Do not include any special character (&, “-”, etc.) in non-text fields. Please ensure that the client account identifiers in the client list (see request item 2) match those in this trade blotter.

DATA FIELDS

Account Name Account Identifier Trade Date Settlement Date Transaction Type (Buy/Sell etc.) CUSIP Security Symbol Security Issuer 1 (Issuer)
Security Issuer 2 (Coupon, Maturity, etc. for fixed income) Quantity Unit Price Accrued Interest (for fixed-income) Payments (for derivative securities) Principal Value/Proceeds/Notional Value Total Commission Fee Broker Security Type Currency Trade Time Trader Economic Position Long/Short (for derivative securities)

[NYRO 7-2014]

Advisers - Newly Formed

A copy of the Adviser’s organizational chart showing ownership percentage of the Adviser and control persons, and a schedule or chart of all affiliated entities. Include all entities that are commonly controlled by, or under common control with, the Adviser. [DC 7-2014]
Current advisory clients, indicating those that are wrap clients, including:

a. the account number, name and current balance, as of January 31, 2014; b. whether the client is a related person, affiliated person or a proprietary account; c. the type of account (e.g., individual, defined benefit retirement plan, registered fund or unregistered fund);
d. the account custodian and location; e. whether or not the custodian sends periodic account statements directly to the client; whether or not the delivery is electronic, if so, a copy of the authorization; and the form of electronic delivery (e.g., email or website login); f. whether or not the Adviser has discretionary authority; g. whether the Adviser, an officer or an affiliate acts as trustee, co-trustee or successor trustee or has full power of attorney for the account; h. whether the Adviser or related person are deemed to have custody of, possession of or access to the client’s assets, and, if so, the location of the assets i. the investment strategy (e.g., global equity, high-yield, aggressive growth, long-short or statistical arbitrage) and the performance composite in which it is included, if any; j. the account portfolio manager(s);
k. the value of each client’s account that was used for purposes of calculating its advisory fee for the most recent billing period; l. whether the client pays a performance fee and the most recent account performance figures; m. whether or not advisory fees are paid directly from the client’s custodial account; n. for clients obtained during the Examination Period, provide account inception date and name(s) of consultant(s) related to obtaining the client, if any; and o. for any accounts for which securities were not maintained with a qualified custodian, please include a description of the security, security name and location of the security. [DC 7-2014]
Names of advisory clients lost, including the reason, termination date and asset value at termination. [DC 7-2014]
Names of any financial planning, pension consulting or other advisory clients not named above. [DC 7-2014]]
Compliance policies and procedures that were in effect during the Examination Period. [DC 7-2014]
List of current employees, partners, officers and directors and their respective titles. [DC 7-2014]
Names of any of the Adviser’s officers or directors who resigned during the Examination Period and information regarding the reason for their departure. [DC 7-2014]
Any threatened, pending and settled litigation or arbitrations involving the Adviser or any “supervised persons” (if it relates to the individual’s association with the Adviser or a securities-related matter) including a description of the allegations, the status and a brief description of any out of court or informal settlement. Noted that “supervised person” is any partner, officer, director (or any other person occupying a similar status or performing similar functions), or employee of an investment adviser and is subject to the supervision and control of the investment advisers (defined in Section 202(a)(25) of the Advisers Act). If none, please provide a written statement to that effect. [DC 7-2014]
Any client complaints. [DC 7-2014]
Current standard client advisory contracts or agreements. [DC 7-2014]
Names of securities held in all client portfolios (aggregate position total for all instruments) as of January 31, 2014. This record should indicate the security name, name of each client holding an interest, the amount owned by each client, the aggregate number of shares or principal or notional amount held and total market value of the position. [DC 7-2014]
Adviser’s balance sheet and income statement as of the end of its most recent fiscal year and the most current year to date. [DC 7-2014]
Adviser’s general ledger and cash receipts and disbursements journals of the end of its most recent fiscal year and the most current year to date. [DC 7-2014]
A trade blotter, i.e., purchases and sales journal, for the most recent calendar year that lists transactions (including all trade errors, cancellations, re-bills and reallocations) in securities and other financial instruments (including privately offered funds) for: current and former clients; proprietary and trading accounts; and access persons. [DC 7-2014]
A copy of any pitch books, one-on-one presentations, promotional brochures, pamphlets or other marketing materials furnished to prospective clients during the most recent calendar year. [DC - 7.2014]
All advertisements used to inform or solicit clients during the most recent calendar year. If information on services and investments is available on the Internet, such as websites and blogs, make all versions available as either printouts or electronic archives. [DC 7-2014]
A list of all third-party consultants for whom the Adviser completed questionnaires or otherwise corresponded during the Examination Period. [DC 7-2014]
A list of all completed RFPs provided to prospective investors or consultants during the Examination Period. [DC 7-2014]

Hedge Fund Advisers

General Information

A copy of the Adviser’s organizational chart showing ownership percentage of the Adviser and control persons, and a schedule or chart of all affiliated entities. Include all entities that are commonly controlled by, or under common control with, the Adviser. [BRO 3-2014]
A list of all acronyms and definitions utilized by the Adviser. [BRO 3-2014]
A list of the Adviser’s current employees, partners, officers, directors and independent contractors, including their names, titles and areas of responsibility. [BRO 3-2014]
A copy of Form ADV Part 2A and 2Bs currently furnished to clients and/or any alterative disclosure document given in conjunction with or in lieu of Part 2. [BRO 3-2014]
Names of any of the Adviser’s officers, directors, employees or independent contractors who resigned or were terminated and information regarding the reason for their departure. [BRO 3-2014]
A record of any breach with the Adviser’s compliance policies and procedures during the Examination period and of any action taken as a result of such non-compliance. [BRO 3-2014]
Any client or investor complaints, and information about the process used for monitoring client or investor correspondence and/or complaints, including the name of a third-party service provider used and the Adviser’s oversight of the service provider. [BRO - 3–2014]
Any threatened, pending and settled litigation or arbitrations involving the Adviser or any “supervised persons” (if it relates to the individual’s association with the Adviser or a securities-related matter) including a description of the allegations, the status and a brief description of any out of court or informal settlement. Noted that “supervised person” is any partner, officer, director (or any other person occupying a similar status or performing similar functions), or employee of an investment adviser and is subject to the supervision and control of the investment advisers (defined in Section 202(a)(25) of the Advisers Act). If none, please provide a written statement to that effect. [BRO 3-2014]
Information relating to the firm’s compliance testing, including any compliance reviews, quality control analyses, surveillance and/or forensic or transactional tests performed by the firm. This information should include any significant findings, both positive and negative, of such testing and any information about corrective or remedial actions taken regarding these findings. [BRO 3-2014]
A copy of the Adviser’s compliance manual currently in use. [BRO 3-2014]
A copy of the Adviser’s balance sheet, trial balance, general ledger, cash receipts and disbursements journal, income statement and cash flow statements as of the end of its most recent fiscal year and the most current year to date. [BRO 3-2014]
A copy of the most recent audited financial statements for any pooled investment vehicles managed by the Adviser. [BRO 3-2014]
A list of investors obtained during the Examination Period, inception dates and identity of any third party consultants instrumental in the Adviser obtaining a particular account. [BRO 3-2014]
A list of investors lost during the Examination Period, their effective dates of termination and the reason for termination. [BRO 3-2014]
A copy of any expenses and any fee agreements between any portfolio manager and the Adviser or its affiliates/affiliate (e.g., partnership agreement, private placement memoranda). [BRO 3-2014]
Names of any companies for which employees of the Adviser or its affiliates serve as officers and/or directors, and the name(s) of such employees. [BRO 3-2014]
Names of any companies for which employees of the Adviser or its affiliates serve on creditors’ committees, and the name(s) of such employees. [BRO 3-2014]
A list of service providers used by the Adviser or any private fund managed by the Adviser during the Examination Period and the services they perform for the Adviser or the funds the Adviser manages. This list should include the services performed by the Adviser or the funds the Adviser managed, as well as the amount of compensation received by each service provider during the Examination Period. [BRO 3-2014]
Information regarding each private investment fund managed by the Adviser during the Examination Period, including:

a. Name as shown in the organizational documents (as amended); b. Domicile (country); c. Investment strategy (e.g., buyout, mezzanine, etc.); d. If funds are part of a master/feeder structure, full name and domicile of each fund; e. Number of investors and total assets as of December 31, 2013; f. Amount, if any, of Adviser’s equity interest in each fund as of December 31, 2013; g. Amount, if any, of Adviser’s affiliated persons’ interest as of December 31, 2013; h. Date the fund began accepting unaffiliated investors; i. Whether the fund is currently closed to new investors and when it closed; j. The stage of lifecyle the fund is in as of December 31, 2013; k. Lock-up periods for both initial and subsequent investments; l. Services the Adviser or affiliate (e.g., general partner, Adviser, managing member) is providing; m. Amount of leverage, both explicit (on-balance sheet) and off-balance sheet (futures and certain other derivatives) used by the fund as of December 31, 2013 as measured by the Adviser for risk-management purposes; n. The value of each fund’s account that was used for purposes of calculating its advisory fee for December 31, 2013; o. The advisory fee charged for the last billing periods as of December 31, 2013; p. Whether the fund pays a performance fee or carried interest; whether the fund is currently in-the-money for earning a performance fee or carried interests; and the most recent performance fee figures or carried interest; and q. Whether the fund is currently in a clawback position and the amount of the clawback. [BRO 3-2014]
List of current and former investments made by each fund as of December 31, 2013.

a. Investment name; b. Ticker symbol (if available); c. Date and amount of original investment; d. Amount of original investment; e. Dates of additional investments; f. For each additional investment, the amount of the investment; g. Name(s) and amount(s) of any co-investment(s); h. Date of first realization from the investment; i. Realized amount; j. Value of remaining investment/unrealized amount (if any); k. Investment level gross IRR (if available); and l. Fund(s) in which investment was made. [BRO 3-2014]
A list of investors in the funds managed by the Adviser during the Examination Period including:

a. Name and current balance, as of December 31, 2013; b. Whether the investor is a related person, affiliated person or a proprietary account; c. The type of account (e.g., individual, defined benefit retirement plan, registered fund or unregistered fund); d. The name of the fund and strategy the investor is invested in; and e. The value of each investor’s account that was used for purposes of calculating its advisory fee for the most recent billing period. [BRO - 3–2014]
Provide the information below for all current non-private fund accounts, e.g., separate accounts. The preferred format for the information is in Excel.

a. the Account number, name and current balance, as of December 31, 2013; b. whether the client is a related person, affiliated person or a proprietary account; c. the type of account (e.g., individual, defined benefit retirement plan, registered fund); d. the account custodian and location; e. whether or not the custodian sends periodic account statements directly to the client; whether or not the delivery is electronic, if so, a copy of the authorization; and the form of electronic delivery (e.g., e-mail or webisite login); f. whether or not the Adviser has discretionary authority; g. whether the Adviser, an officer, an employee or an affiliate acts as trustee, co-trustee, or successor trustee or has full power of attorney for the account; h. whether Adviser or related persons are deemed to have custody of, possession of or access to the client’s assets, and if so, the location of the assets; i. the investment strategy (e.g., global equity, high-yield, aggressive growth, long-short or statistical arbitrage) and the performance composite in which it is included, if any; j. the Account portfolio manager(s); k. whether client has a directed brokerage arrangement, including commission recapture (provide the name of broker(s), details of the arrangement and any report used to monitor payments of commission); l. the value of each client’s account that was used for purposes of calculating its advisory fee for the most recent billing period; m. whether the client pays a performance fee and the most recent account performance figures; n. whether or not advisory fees are paid directly from the client’s custodial account; and o. for clients obtained during the Examination Period, provide account inception date and name(s) of consultant(s) related to obtaining the client, if any. [BRO 3-2014]
For each private fund the Adviser manages or previously managed, please provide a copy of the limited partnership agreement, operating agreement (between the Adviser and the fund), any side letters, side arrangements or similar documents referencing fees and expenses and any fee agreements between any portfolio company and adviser/affiliate (e.g., partnership agreement, private placement memoranda). [BRO 3-2014]
Please provide a list of co-investments made by any of the Adviser’s employees, affiliates or other related parties in any portfolio holdings together with the funds. Please include in the list, the name of the investment, date of agreement to co-invest, co-investment amount contributed and any subsequent contributions or withdrawals in the investment. [BRO 3-2014]
Please provide a list of co-investments made by any other parties in any portfolio holdings together with the funds. Please include in the list the name of the investment, date of the agreement to co-invest, co-investment amount contributed, and any subsequent contributions or withdrawals in the investment. [BRO 3-2014]
A list of the names of any joint ventures or any other businesses in which the Adviser or any officer, director, portfolio manager or trader participates or has any interest (other than their employment with the Adviser), including a description of each relationship. [BRO 3-2014]
Schedule of fees earned by the Adviser from each portfolio company, see Exhibit 1. Please list all fees earned from January 1, 2013 to December 31, 2013, and note whether any such fees were credited back to clients. [BRO 3-2014]
A list of all compensation received by the Adviser or affiliate besides management and performance fees in the following format:

a. Date received; b. Payer; c. Amount; d. type (transaction fee, monitoring fee, monitoring for acceleration, Board Director Fee, other fee (please explain)); and e. Amount credited to investors/fund. [BRO 3-2014]
A schedule of the total expenses reimbursed by each advised portfolio company for the Examination Period. Provide the year, total amount reimbursed and portfolio company for each reimbursement expense. [BRO 3-2014]
Policies and procedures regarding disclosing, calculating and testing fees if not otherwise included in the compliance manual. [BRO 3-2014]
A list of all expenses or fees born by the fund or its investments that were offset either partially or entirely by the Adviser’s management fees. [BRO 3-2014]
A list of broken deals, associated expenses and the clients or other entities to which the expenses were allocated. [BRO 3-2014]
Policies and procedures used to determine and document valuation. [BRO 3-2014]
Minutes from any valuation committee meetings that occurred during the Examination Period. [BRO 3-2014]
A list of asset valuation methodologies used by the Adviser.[BRO 3-2014]
A list of any models used in valuing investments. [BRO 3-2014]
Supporting documentation for valuation for the most recent quarter and two previous quarters including the following information:

a. Methodology used; and b. Individual assumptions. [BRO 3-2014]
Any third party valuation reports produced in the past three years. [BRO 3-2014]
For each client account, provide the name, account number, address and contact information (e.g., contact name, mailing address, phone number and e-mail address), for the entities that maintained custody of the cash/securities of each client’s account during the Examination Period. For any securities that were not maintained with a qualified custodian, please include a description of the security, security name, location of the security, and the name of the clients who held such securities. For purposes of this request, you may exclude any assets held pursuant to a derivative or wrap contract. Such information, if applicable, may be requested later.

The staff may request that a custodian for specified client accounts provide the staff directly with a confirmation of all positions, including cash, short positions and loans, held as of certain dates. [BRO 3-2014]

EXHIBIT 1

Layout for Fee Reporting Schedule

Adviser - Portfolio Holding - Fee Amount - Date Charged - Fee Type*

Fee Types:

Transaction Fee
Monitoring Fee/Director Fee
Other Fee

[BRO 3-2014]

Wrap Account Advisers

General Information

Adviser’s organization chart showing ownership percentage of the Adviser and control persons, and a schedule or chart of all affiliated entities. [DC 7-2014]
Compliance policies and procedures that were in effect during the Examination Period for the Adviser and its affiliates. If not included specifically in the Compliance Manual, please provide all policies and procedures specific to: a. Adviser’s wrap trading desk, including trade placement, order allocation, step-out trades and best execution; b. Adviser’s monitoring for wrap accounts with high cash balances; c. Adviser’s monitoring for wrap accounts with low levels of trading; d. Adviser’s oversight process of any branch offices and/or investment advisory representatives not located at the home office; e. Adviser’s initial and on-going suitability reviews specific to wrap programs. If none, describe the factors used by the Adviser to determine the suitability of wrap clients initially and on an on-going basis. [DC 7-2014]
Any compliance reviews (annual or otherwise) of Adviser’s wrap trading for the Examination Period. [DC 7-2014]
Provide the information below for all wrap fee programs managed by the Adviser. The preferred format for this information is Excel.

a. Name of the wrap program b. Name(s) of the investment manager(s); c. Name(s) of any sub-adviser(s); d. Program’s inception date and termination date (if during the Examination Period); e. A brief description of the program’s strategy and investments; f. Number of accounts in the program; g. Whether the portfolio manager (and/or sub-adviser) has discretionary authority over the account; h. Total value of the program’s assets; i. Whether any of the accounts in the program custody their assets outside the Adviser. If so, please provide the account names and their respective custodians; j. Total fee percentage charged by Sponsor; and k. Total fee percentage received by Adviser. [DC 7-2014]
Provide the information below for all current advisory clients, including privately offered funds. The preferred format for this information is in Excel.

a. the account number, name and current balance, as of December 31, 2013; b. the name of the wrap program that the account participates in, if any; c. the type of account (e.g., individual, defined benefit retirement plan, registered fund or unregistered fund); d. whether the client is a related person, affiliated person or a proprietary account; e. the account custodian and location; f. whether or not the Adviser has discretionary authority; g. the investment strategy (e.g., global equity, high-yield, aggressive growth, long-short or statistical arbitrage) and the performance composite in which it is included, if any; h. the account portfolio manager(s); and i. the value of each client’s account that was used for purposes of calculating its advisory fee for the most recent billing period. [DC 7-2014]
Documentation maintained regarding any reviews conducted of the Adviser’s policies and procedures, including any annual and/or interim reports. [DC 7-2014]
Any client’s complaints regarding Adviser’s wrap fee programs. [DC 7-2014]
Any threatened, pending and settled litigation or arbitrations involving the Adviser or any “supervised persons” regarding Adviser’s wrap fee programs. Include a description of the allegations, the status and a brief description of any out of court or informal settlement. Noted that “supervised person” is any partner, officer, director (or any other person occupying a similar status or performing similar functions), or employee of an investment adviser and is subject to the supervision and control of the investment advisers (defined in Section 202(a)(25) of the Advisers Act). If none, please provide a written statement to that effect. [DC 7-2014]

Disclosures

A copy of each standard client advisory contracts or agreements in place during the Examination Period, noting the date of any amendment. [DC 7-2014]
Copies of the contracts between the Adviser, sponsor and investment manager(s) for each wrap fee program listed above. [DC 7-2014]
The Form ADV Part 2 furnished to clients during the Examination Period and any disclosure document used in conjunction with or in lieu of Part 2. [DC 7-2014]
A copy of each wrap fee program’s disclosure brochure furnished to clients during the Examination Period. [DC 7-2014]
A list of all marketing materials used to promote wrap fee programs managed by the adviser. [DC 7-2014]

Inactive Accounts

Any analysis conducted by Adviser to identify wrap accounts with low levels of trading. [DC - 7.2014]
Any analysis conducted by Adviser to identify wrap accounts with high cash balances. [DC - 7.2014]
A trade blotter (i.e., purchases and sales journal) that lists transactions (including all trade errors, cancellations, re-bills and reallocations) in securities and other financial instruments (including private offered funds) for: current and former clients; proprietary and/or trading accounts and access persons. The preferred format for this information is to provide it in Excel. Any analysis conducted by Adviser to identify wrap accounts with low levels of trading. [DC - 7.2014]

Transaction Fees

Any wrap trading desk best execution reviews conducted during the Examination Period. Any analysis conducted by Adviser to identify wrap accounts with low levels of trading. [DC - 7.2014]
State whether the Adviser permits advisers participating in its wrap programs to “trade away” from the Adviser’s wrap trading desk. If so, please describe the conditions under which this is permissible (i.e., for best execution, for fixed-income trades, for small-cap trades, for OTC trades, etc.). [DC 7-2014]
State whether the Adviser’s wrap trading desk has the ability to determine whether a wrap adviser is “trading away” from the wrap trading desk on a regular basis or ongoing basis. Please describe whether this activity is tracked and used in monitoring best execution and determining the suitability for wrap clients. [DC 7-2014]
Describe any fees that a client may pay for financial products or services that are not offered as part of the bundled fee (transaction fee, mutual funds, options, etc.), if applicable. [DC 7-2014]
Describe any transaction-based fee that the Adviser may pay on behalf of the client (ticket charges, trade away fees, etc.), if applicable. [DC 7-2014]

Sweep Exams - Cybersecurity

Background Information

Organizational chart of ownership structure: management/parent companies/related subsidiaries/affiliated entities owned by, controlled by, or under common management with the firm (please include any affiliated hedge funds). [NYRO 6-2014]
Organizational chart of firm’s business lines (include reporting lines). Please also indicate who is responsible for compliance with Regulation S-P. [NYRO 6-2014]
Chart of branch offices, Office of Supervisory Jurisdiction(s) and approved home office(s) locations and corresponding supervisory structure. [NYRO 6-2014]
Identify who is responsible for overseeing the development, implementation and maintenance of the firm’s information security program. [NYRO 6-2014]

Safeguarding Policies and Procedures

Safeguarding policies and procedures or other similar documents (consolidated or separately) addressing physical access, sharing and disposal of customer information. [NYRO 6-2014]
Risk Assessment program for identifying, analyzing, sharing and monitoring threats and vulnerabilities. [NYRO 6-2014]
Network security and data security policies and procedures including passwords, anti-virus protection, firewalls, encryption and remote connectivity. [NYRO 6-2014]
E-mail policies addressing retention, archiving and deletion. [NYRO 6-2014]
Personal and mobile equipment policy including what types of mobile devices are approved. [NYRO 6-2014]
The role of compliance in overseeing and ensuring the safeguarding of customer information. [NYRO 6-2014]

Risk Assessments, Privacy Incident Reports and Branch Inspections

List of any and all Risk Assessments conducted by the firm related to the safeguarding rule and provide all supporting materials for the last assessment performed. [NYRO 6-2014]
List of any and all Privacy Incident Reports or similar listings or communications and provide all supporting materials for the last privacy incident report. This should be interpreted broadly to include any privacy related incidents where there was a breach of customer privacy or the firms privacy controls were called into question by an employee of customer. [NYRO 6-2014]
Copies of branch office inspection reports and safeguarding related internal audit reports since January 1, 2013. [NYRO 6-2014]

Outsourcing and Third-Party Vendors

List of all contracts with contractors and third-party vendors (including Cloud service providers) that are allowed access to customer information. [NYRO 6-2014]

Training

New employee training materials and list of employees that received training for the period January 1, 2013 through present. [NYRO 6-2014]
Safeguarding training materials and list of employees that received training for the period January 1, 2013 through present. [NYRO 6-2014]
E-mail usage training materials and list of employees that received training for the period January 1, 2013 through present. [NYRO 6-2014]
Facility security process including security guest check-in procedures for public visitors and limited access to non-public areas and list of employees that received training for the period January 1, 2013 through present. [NYRO 6-2014]

Meetings to be Scheduled

Please schedule the following meetings to discuss customer information safeguarding:
Initial meetings with the Chief Compliance Officer, Chief Information Officer and/or Chief Information Security Officer, and the staff responsible for information security management.
Tour of firm’s location/offices. [NYRO 6-2014]

Sweep Letters - Alternative Mutual Funds

General Information

Adviser’s and Sub-Adviser’s organizational chart with ownership percentages showing the adviser, controlled persons and all affiliates. [NYRO 7-2014]
List of current employees, partners, officers and/or directors and their respective titles. [NYRO 7-2014]
A list of all committees including a description of each committee’s responsibilities, meeting frequency and a list of the members of each committee. State whether the committees keep written minutes. [NYRO 7-2014]
Any correspondence with the staff of the Commission or other regulatory agencies and any no-action letters or exemptive orders relied upon by the Alternative Mutual Funds. [NYRO 7-2014]
A chart listing all funds in the complex with the following information as of June 30, 2014:

a. fund/portfolio name; b. share class; c. registration number; d. investment objective; e. portfolio turnover rate for last 2 years; f. commencement date of operations; and g. whether the Alternative Mutual Fund was classified as an alternative mutual fund, aggressive capital appreciation, growth and income, foreign issuer, growth, income, long-term debt (taxable), long-term debt (tax-free), money market (taxable), money market (tax-free), precious metals, index or other. [NYRO 7–2014]
A trade blotter (purchase and sales journal) that lists transactions (including all trade errors, cancellations, re-bills and reallocations) in securities and other financial instruments (including privately offered funds) for the Alternative Mutual Funds. The preferred format for this information is in Excel. [NYRO 7–2014]
For the Alternative Mutual Funds, provide the following holdings information as of the last day of each month for the Examination Period:

a. security name; b. CUSIP (or other identifier); c. fund name; d. fund account number; e. quantity or principal/notional amount owned by each Fund; f. cost basis; g. the hierarchy level as defined by Topic 820; and h. whether the position was deemed liquid or illiquid.

The preferred format for this information is in Excel.[NYRO 7–2014]

Corporate Governance

For the Alternative Mutual Funds, please provide minutes of Directors/Trustees (“Board”), independent directors/trustees and Board committee meetings for the 24-month period ended June 30, 2014. Please also provide all Board materials including ad hoc presentations. A draft of the minutes for the most recent Board meeting also should be provided.[NYRO 7–2014]
Please describe any additional risks or heightened risks you have identified relating to the Alternative Mutual Funds and describe the controls in place to mitigate these risks.[NYRO 7–2014]
Compliance and operational policies and procedures in effect during the Examination Period for the Adviser, Sub-Adviser(s), Funds and their affiliates. Please be sure to include any policies and procedures concerning liquidity of investments, fair valuation, Section 18 (segregation/earmarking of fund assets), derivatives investment and monitoring, and risk management (including of economic leverage).[NYRO 7–2014]
Any written interim or annual compliance reviews, internal control analyses and forensic or transactional tests performed for the alternative mutual funds. Include a description of any significant findings of non-compliance with compliance policies and procedures.[NYRO 7–2014]
For the Alternative Mutual Funds, please provide the rules inputted into any pre-trade or post-trade compliance system as well as any end-of-day testing output for December 31, 2013, June 2, 2014 and June 30, 2014.[NYRO 7–2014]
All compliance testing reports and analyses relating to compliance with the investment restrictions set forth in the Alternative Mutual Funds’ prospectus for January 1, 2014.[NYRO 7–2014]
A list of all risk management, performance attribution or position reports utilized to monitor or quantify risk and exposure in the Alternative Mutual Funds’ portfolio from January 1, 2014 through June 30, 2014.[NYRO 7–2014]
List of all investment instruments and all investment strategies utilized or expected to be utilized by the Alternative Mutual Funds’ portfolio managers. For each, please indicate which instruments or strategies have not been used in the past three years by the adviser in its management of other mutual funds or private funds or separately managed accounts.[NYRO 7–2014]
Please describe the following:

a. How the following investment strategies and products are monitored for compliance: short sales; futures; options; and other derivative including swaps; borrowings; and other forms of leverage; and

b. Systems, processes and procedures used in identifying and managing risks. [NYRO 7–2014]

Liquidity

All Board minutes and reports presented to the Board from June 1, 2013, through June 30, 2014, concerning:

a. The risk exposure and liquidity positions of the Alternative Mutual Funds, and the funds’ ability to manage through changing conditions and potentially increased volatility;

b. The review of the current valuation process and procedures relating specifically to the Alternative Mutual Fund holdings; and

c. A review and discussion of current liquidity oversight and metrics used to measure liquidity of the Alternative Mutual Funds.

If it is easier, please just reference the meeting dates.[NYRO 7–2014]
Documents supporting the Adviser’s assessment of overall Alternative Mutual Funds liquidity and the funds’ ability to meet potential redemptions over a number of periods. The assessments may include, for example, needs and sources of fund liquidity over 1 day, 5 days, 30 days and potentially longer periods.[NYRO 7–2014]
Documentation supporting the nature and results of stress tests including assessment of sources of liquidity (such as cash holdings and other assets that would not require selling into declining or dislocated markets if volatility or market stress increases).[NYRO 7–2014]
Any internal reports created and maintained that reflects the amount of exposure to illiquid assets.[NYRO 7–2014]
Names of the individuals who are primarily responsible for monitoring the liquidity of the holdings in the Alternative Mutual Funds.[NYRO 7–2014]
Names of all pricing services, quotation services, valuation appraisers and externally-acquired portfolio accounting systems used in the valuation process of Alternative Mutual Funds’ holdings. Also, please provide engagement agreements executed with these providers.[NYRO 7–2014]
A list of securities for which the price provided by a pricing services was overridden by the Adviser, Sub-Adviser(s) or Board of Directors and the date of the override.[NYRO 7–2014]
Documentation of forensic tests performed to determine the appropriateness of price valuations for the Alternative Mutual Funds, such as look-back tests (comparing the price of a security that was previously fair valued with a subsequent market price), and acid tests/disposition analysis (comparing the sales price of a security to the prior day’s fair valued price).[NYRO 7–2014]
Term margin agreements with prime brokers and presentations of the firm to prime brokers covering risk management.[NYRO 7–2014]
Details of any lending facilities to which the Alternative Mutual Funds would have access in light of unexpected redemptions:

a. Detail analysis supporting sizing of the facility;

b. Detail allotment of facility to Alternative Mutual Funds;

c. Detail lender(s);

d. Detail term of facility;

e. Detail dollar limit of facility;

f. Detail when this facility has been used in the past and by which fund including terms and dollar amounts over the last 3 years; and

g. Detail facility covenants and other relevant terms and conditions including whether it is a committed line.[NYRO 7–2014]
Please describe the following:

a. The valuation process used for the Alternative Mutual Funds during the Examination Period by security type (e.g., RMBS, CMBS, etc.) in terms of the data and models used, analysis performed and output of the analysis. If indicative bid pricing is used, please indicate how indicative bids are obtained;

b. Any fair value process employed including any testing and results, and all fair value reports prepared or reviewed by a valuation committee.

c. The stale price policy and the escalation process;

d. Risk limits including liquidity related risk limits, formal policy around categorization and monitoring thereof;

e. Stress tests and scenario analyses including but not limited to the following: interest rate hikes, widening spreads, price shocks to equity, fixed-income and other financial products, increased volatility, and reduced liquidity;

f. Any Alternative Mutual Funds’ positions held in side pockets or special situation accounts together with their valuation;

g. The services provided by the pricing services and documentation of any cross-checks performed (i.e., comparing the prices used to the prices obtained from the pricing source) and quotes obtained from third parties; and

h. Any reviews of pricing services regarding methodology, inputs and assumptions.[NYRO 7–2014]

Senior Securities/Leverage

All Board minutes and reports presented to the Board from June 1, 2013, through June 30, 2014, concerning:

a. The use of derivatives and alternative investments;

b. Risk management; and

c. The review and discussion of policies and procedures implemented by the adviser/fund to monitor the Alternative Mutual Funds’ leverage (both indebtedness leverage and economic leverage).

If it is easier, please just reference the meeting dates.[NYRO 7–2014]
Please provide any internal reports created and maintained as of June 30, 2014, that reflect the amount of borrowing and leverage (indebtedness and economic leverage) exposure by holdings (i.e., short sales, futures, credit default swaps, total return swaps, etc.), by fund. In addition, please provide a report that demonstrates the securities that were segregated or earmarked on the fund’s books to cover, for purposes of Section 18, any potential exposures created.[NYRO 7–2014]
Names of the individuals who are primarily responsible for monitoring indebtedness and economic leverage created by the holdings in the Alternative Mutual Funds.[NYRO 7–2014]
Please describe any limits on the amount of economic leverage to which the Alternative Mutual Funds may be exposed.[NYRO 7–2014]
For each derivative transaction employed by the Alternative Mutual Funds from January 1, 2013, to June 30, 2014, please provide all term sheets, ISDA agreements and confirmations, as well as purchase and sale dates and the gain/loss for the transactions.[NYRO 7–2014]