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What are the recordkeeping requirements of an SEC registered investment adviser related to the SEC’s Code of Ethics rule?


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With respect to the code of ethics, the SEC requires a SEC registered investment adviser to maintain the following documents:

  • copies of the investment adviser’s codes of ethics;
  • copies of the code of ethics acknowledgements signed by supervised persons of the investment adviser;
  • records of violations of the code of ethics and actions taken as a result of the violations;
  • a list of all access persons of the investment adviser;
  • personal securities transaction reports of the access persons;
  • personal holding records of the access persons; and
  • records relating to decisions relating to the prior approval of access persons’ acquisitions of securities in initial public offerings (IPOs) or limited offerings (private placements).

In general, these records related to an investment adviser’s code of ethics must be maintained for the standard retention period of 5 years with the first 2 years in an appropriate office of the investment adviser and the remaining records in an easily accessible location. Codes of ethics must be maintained for a period of 5 years from when they were last effective. Acknowledgements must be maintained for 5 years after the individual ceases to be a supervised person of the firm. The list of access persons of the investment adviser must include every person that has been an access person at any time within the past 5 years. Records recording the approval of initial public offerings (IPOs) or limited offerings (private placements) must be maintained for 5 years from after the end of the fiscal year in which the approval was made.

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