Books and Records Rule

The records an adviser must make and keep, and for how long. The paragraphs a compliance program touches most often are (a)(11) copies of advertisements and of any questionnaire or survey behind a third-party rating, (a)(12) the code of ethics and records of violations, (a)(13) access person reports, (a)(14) brochures and Form CRS, (a)(15) records supporting testimonials, endorsements and third-party ratings, (a)(16) the records supporting performance in advertisements, (a)(17) the compliance policies and any records documenting the annual review, (a)(18) the political contribution records required by the pay-to-play rule, and (a)(25) the Regulation S-P records added in 2024. Paragraph (e)(1) sets the general retention period at five years from the end of the fiscal year in which the last entry was made, the first two in an appropriate office of the adviser; for (a)(11) and (a)(16), (e)(3) runs it from the end of the fiscal year in which the advertisement was last disseminated. In 2024 the Commission removed the private fund adviser records in (a)(20) to (a)(24) after the Fifth Circuit vacated those rules (Release IA-6773, 89 FR 91252).

• 01Five years from the end of the fiscal year of the last entry, not five years from the document's date.
• 02The first two years in an appropriate office of the adviser, which is a location requirement and not only a retention one.
• 03Performance in an advertisement needs the records that demonstrate the calculation, under (a)(16), kept five years from the last time the advertisement was disseminated.
• 04(a)(17) requires keeping any records that document the annual review under 206(4)-7. The rule does not say what those records must be, but an exam will ask for them.

• Retention measured from the wrong date, which shortens every period by up to a year.
• Marketing materials kept without the performance calculations or source data behind them.
• Electronic communications on channels the firm does not archive.