RIA Glossary / Annual Compliance & Filings

Code of Ethics

Quick Answer
A Code of Ethics is a required written policy setting standards of business conduct for an investment adviser’s supervised persons, including rules on personal securities trading, gifts and entertainment, and reporting of potential conflicts of interest.
Reviewed by Sam Carter, Director of Registration Services
Last reviewed September 25, 2026

What Is a Code of Ethics for RIAs?

The SEC’s Code of Ethics rule requires advisers to establish standards reflecting the firm’s fiduciary obligations, procedures for access persons to report personal securities holdings and transactions, requirements to obtain pre-approval for certain investments (like IPOs and private placements), and a process for reporting Code of Ethics violations internally. The code must be distributed to all supervised persons, who are required to acknowledge receipt and understanding, typically on an annual basis.

Firms are also required to keep records of Code of Ethics violations and any actions taken in response, which examiners frequently review to assess whether the code is genuinely enforced rather than just distributed.

Why it Matters

A Code of Ethics that exists on paper but isn’t actively enforced — no violations ever recorded, no personal trading reports actually reviewed — often draws more examiner scrutiny than having a few documented, appropriately handled violations.

Frequently Asked Questions

Who has to follow the Code of Ethics?

All supervised persons, with additional personal trading reporting requirements for those classified as access persons.

What happens if someone violates the Code of Ethics?

The firm should have a defined process for investigating, documenting, and addressing violations, with records retained as part of the firm’s compliance files.
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