OCIE Director Andrew Bowden Describes the Primary Compliance Failings of Private Equity Managers with Respect to Fees, Expenses, Limited Partnership Agreements, Valuation and Marketing

On May 6, 2014, Andrew J. Bowden, Director of the SEC’s Office of Compliance Inspections and Examinations (OCIE), delivered a speech at Private Equity International’s Private Fund Compliance Forum 2014 in New York City.  The speech provided a candid and detailed recitation of compliance shortcomings identified by OCIE in 150 presence examinations of private equity managers conducted since October 2012.  Specifically, Bowden discussed: statistics on OCIE and the Presence Exam Initiative; limited partnership agreements; post-investment due diligence and monitoring; “zombie” advisers; consolidation and compression of returns; four commonly identified deficiencies relating to expenses; four troubling practices relating to fees; OCIE’s approach to valuation; two compliance issues raised by fund marketing; and the three chief elements of a successful culture of compliance.  Many, perhaps most, of Bowden’s points made with respect to private equity advisers would apply with equal force – or at least by close analogy – to hedge fund managers.  This article summarizes the points from the speech that may cause private fund managers to adjust their compliance policies and procedures.  For a discussion of a speech delivered by then-SEC Asset Management Unit Chief Bruce Karpati at PEI’s 2013 Private Fund Compliance Forum, see “Bruce Karpati Addresses Private Equity Enforcement Trends, Initiatives and Priorities,” Hedge Fund Law Report, Vol. 6, No. 6 (Feb. 7, 2013).  (Karpati has since joined KKR as global chief compliance officer.)

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