Policy required document Financial
RIA Compliance Manual
Every SEC-registered investment adviser must adopt and implement written policies and procedures reasonably designed to prevent violations of the Advisers Act, review them at least annually, and name a chief compliance officer to run them. The rule does not list topics.
The SEC's 2003 adopting release does: portfolio management, trading, proprietary and personal trading, disclosure accuracy, safeguarding client assets, books and records, marketing, valuation, privacy, and business continuity. The manual is where an adviser answers each of those for its own business, and it is the first document an SEC examiner requests.
State-registered advisers face the same requirement under most state rules modeled on NASAA's. The 2023 amendment that would have required the annual review to be documented in writing was vacated with the private fund rules in June 2024, so the writing requirement is back to examiner expectation rather than rule text; examiners ask for it regardless.
Obligation ledger
Who requires it, and what each one says.
| Source | Applies when | What it requires | Status |
|---|---|---|---|
| Advisers Act compliance rule 17 CFR 275.206(4)-7(a) | SEC-registered investment adviser | Adopt and implement written policies and procedures reasonably designed to prevent violation of the Advisers Act and its rules by the adviser and its supervised persons. Legally required. | Mandatory |
| Advisers Act compliance rule, annual review 17 CFR 275.206(4)-7(b) | Always | Review, no less frequently than annually, the adequacy of the policies and the effectiveness of their implementation. Legally required. Written documentation of the review is not in the current text (the 2023 amendment was vacated); examiners expect it. | Mandatory |
| Advisers Act compliance rule, CCO 17 CFR 275.206(4)-7(c) | Always | Designate a supervised person as chief compliance officer responsible for administering the policies. Legally required. | Mandatory |
| Advisers Act books and records 17 CFR 275.204-2(a)(17) | Always | Keep a copy of the policies and procedures in effect at any time in the last five years, and any records documenting the annual review. Legally required. | Mandatory |
| SEC adopting release, Compliance Programs of Investment Companies and Investment Advisers Release IA-2204 (Dec 17, 2003) | Always | Names the topics the SEC expects the manual to address at a minimum. Interpretive guidance, not rule text, but the examination staff uses it as the checklist. | Implied |
| SEC Division of Examinations priorities and risk alerts Annual priorities; Nov 2020 risk alert on compliance programs | SEC examination | Staff ask for the manual, the annual review documentation, and evidence the policies are tailored to the firm. Off-the-shelf manuals not tailored to the business are a named deficiency. Examiner expectation. | Implied |
Required sections
- Compliance program governance: CCO designation, authority, reporting line, annual review process (206(4)-7(b), (c))
- Portfolio management processes, including allocation of investment opportunities and consistency with client objectives and disclosures (IA-2204)
- Trading practices: best execution, soft dollars, trade errors, allocation (IA-2204)
- Proprietary trading and personal trading of supervised persons, cross-referencing the code of ethics (IA-2204, 204A-1)
- Accuracy of disclosures: Form ADV, Form CRS, advertisements, client communications (IA-2204)
- Marketing rule compliance: testimonials, endorsements, performance advertising, substantiation (206(4)-1)
- Safeguarding client assets from conversion or misuse; custody rule procedures (206(4)-2)
- Books and records creation and maintenance (204-2)
- Privacy and safeguarding of client information; Regulation S-P written policies and incident response (S-P, as amended 2024)
- Business continuity plan
- Valuation of client holdings and fee calculation
- Proxy voting policies where the adviser votes proxies (206(4)-6)
- Insider trading prevention procedures (Advisers Act 204A)
- Anti-money laundering procedures (FinCEN rule status: verify; effective date was delayed to 2028)
- Political contributions (pay to play, 206(4)-5)
- Whistleblower protection and no-impediment language (Rule 21F-17)
- Recordkeeping of the manual versions for five years (204-2(a)(17))
What the examiner asks for
What changed
Change log.
Frameworks
Where this document is required.
Who looks at it
Where this document gets checked.
No one certifies a document like this on its own. It is read during the audits and inspections below, and by the agency behind each rule.
| Where it is looked at | Who looks at it |
|---|---|
| SEC 206(4)-7 | SEC Division of Examinations staff conduct examinations; state securities regulators examine state-registered advisers. There is no certification or third-party audit requirement |
Who helps write it
Consultants.
Firms that name these standards in their own material.
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Where it lives
Software.
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From the publisher
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Route it for approval, keep every version, and record a named acknowledgment from everyone who has to read it.
Questions
What people ask.
Does the SEC publish a required table of contents?
No. The rule says reasonably designed. The 2003 adopting release lists the areas the SEC expects to see, and examiners use that list plus the topics in current priorities letters.
Do we have to write up the annual review?
The rule text does not say so after the 2024 vacatur. Examiners ask for the review documentation in nearly every exam and treat its absence as a deficiency. Keep a dated memo with findings and changes.
Can a small adviser use a template?
Yes, as a starting point. The SEC's stated deficiency is a manual that describes procedures the firm does not follow or omits the firm's actual business. Cut what does not apply and add what does.
How long do we keep old manuals?
Five years from the end of the fiscal year in which the version was last in effect, with the first two years in an easily accessible place.
Who owns this site?
AllyMatter, a policy management tool that may appear in listings on this page. It is labeled every time, excluded from picks, and receives nothing from the matching form unless you name it.