The NFA Examination Process March 18 and 19, 2015 Patricia Cushing, Director, Compliance Michael Braden, Manager, Compliance Jacob Preiserowicz, Special Counsel, Schulte Roth & Zabel

Risk-Based Exam Selection Commenced development of NFA’s Risk Management System in 2006 System analyzes the risk factors associated with each firm Generally, NFA examines IBs, CPOs and CTAs every 3-5 years More frequent exams if risk factors deem necessary

Risk Factors that May Prompt an Examination Customer complaints Business background of principals Concerns noted during a review of the firm’s promotional materials, disclosure documents and/or financial filings Referrals received from other agencies/members Time since registration or last exam

Use of PQR and PR Data in Risk Analysis Funds under management Degree of leverage Types of investments Performance Returns

How to Prepare for an NFA Exam Self-Examination Checklist First step toward a successful NFA exam General operations checklist Supplemental checklists for FCMs, IBs, CPOs and CTAs Signed attestation required

Other Available Resources Publication: NFA Regulatory Requirements for FCMs, IBs, CPOs and CTAs NFA Podcast (10 minutes): “Preparing for an NFA Audit” NFA Podcast (10 minutes): “Registration Issues – Principals, APs and Branch Offices” Appendices to Self-Exam Checklist: ethics training, privacy policy and disaster recovery

NFA Exam Process Planning Interview Initial Record Request Pre-exam “Fieldwork” Completion of Exam Planning Interview Initial Record Request Opening and Exit Interviews Document Review/Testing Additional Record Requests Report Corrective Action

Areas of Focus and Common Deficiencies

Areas of Focus Renewed Focus on Internal Controls Policies and Procedures Separation of Duties Access Backgrounds of Key Personnel Due Diligence Risk Management

Areas of Focus Registration of APs and Principals Promotional Material Account Opening Trading Bunched Orders Supervision

Category-Specific Areas of Focus CPOs and CTAs FCMs, FDM and IBs Disclosure and Performance Reporting Handling of Pool Funds Financial Reporting and Valuation of Assets Anti-Money Laundering Procedures Automated Order Routing Systems Financial Statements (Net Capital and Seg)

Bylaw 1101: Due Diligence Does the account appear to require registration? If not, why not (exemption, offshore) If yes, why and is it registered? Is the pool operator an NFA member? Annually, review exempt entities (exemption affirmation)

Bylaw 1101: Where to Look BASIC-Registration Status Part 4 Exemption Look-Up in ORS and BASIC Ask client for copy of exemption In all cases, document findings

Areas of Focus on All Categories Promotional Materials and Sales Practices Procedures, review and approval Balanced presentation Registration, Common Deficiencies Unlisted principals and branch offices; unregistered APs; APs not terminated Failing to update registration records Tape Recording Requirements FCMs, IBs and certain CTAs

Bunched Orders Procedures for allocating split fills or partial fills CTA must conduct a quarterly review of accounts to ensure that bunched orders are allocated in a non- preferential manner

Pool Financial Reporting, Valuation of Assets and Handling of Pool Funds Common Deficiencies: Incomplete Account Statements Information only included for the individual pool participant Statements must include information for the pool as a whole Common Area of Inquiry: Pool Expenses What do certain payments represent? How was this information disclosed to pool participants?

NFA Compliance Rule 2-45 Prohibition on Pools loaning money to the CPO or an affiliate: Interpretive Notice outlines permissible transactions Receivables from General Partner may be deemed “loans” in certain circumstances

Disclosure Documents and Performance Reporting Operations inconsistent with disclosure Fees and expenses Redemptions Trading strategy Conflicts of interest Banks, carrying brokers, custodians GP and/or CTA ownership interest Performance recordkeeping Supporting worksheets Partial funding documentation

Anti-Money Laundering Program Applies to FCMs, FDMs and IBs Establish appropriate red flags Monitor for suspicious activity Provide training every 12 months Conduct an independent AML audit every 12 months

Other IB Areas Current Financial Books and Records Haircut Charges Commissions Receivable Can only be current for 30 days Current Financial Books and Records Net capital computations are required to be prepared and maintained on a monthly basis—requires current general ledgers and reconciliations Haircut Charges Balances held in foreign currencies are subject to a haircut charge against capital

Thank you.