Draft Code Of Ethics For Registered Investment Adviser

---
name: draft-code-of-ethics-for-registered-investment-adviser
task_id: funds-asset-management/draft-code-of-ethics-for-registered-investment-adviser
description: Draft an adoption-ready code of ethics for a registered investment adviser under the applicable adviser ethics rule and prepare a cover memo summarizing key changes, flagging urgent compliance issues, and listing open items requiring firm decision.
activates_for: [planner, solver, checker]
---

# Skill: Draft Code of Ethics for Registered Investment Adviser

## 1. Subject-matter triage
- Read all source files first and separate governing disclosures, internal policies, personnel issues, and any operational system references.
- Draft the code to be adoption-ready, not merely descriptive; the code must stand on its own as an operative compliance document.
- If the source set reveals multiple personnel categories, reporting channels, or policy decisions, enumerate them before drafting and address each distinctly.

## 2. Failure modes the skill is correcting
- Drafting a generic code that does not absorb the firm-specific compliance issues, supervisory gaps, and personnel conflicts in the source set.
- Omitting required personal-trading, pre-clearance, political contribution, gifts, outside activity, and enforcement mechanics.
- Failing to address a compliance leader who also manages client accounts, including the extra review and recusal safeguards that conflict creates.
- Producing only one deliverable, or burying the code inside a memo instead of drafting the code as the primary artifact.
- Leaving thresholds, elections, system references, or personnel decisions unresolved without flagging them as adoption blockers or open items.
- Letting the code drift from public disclosures or actual internal workflows.
- Stating conclusions about compliance obligations without tying them to the governing rule or authority.

## 3. Legal frameworks / domain conventions that apply
- Anchor the code to the adviser ethics rule under the Investment Advisers Act framework, including the standards expected for supervised persons, access persons, holdings and transaction reports, pre-clearance, and enforcement.
- Define access persons with precision and require reporting that tracks the rule’s timing structure for initial, annual, and quarterly submissions.
- Include pre-clearance for IPOs and limited offerings, with a stated conflicts review standard.
- Address political contribution restrictions under pay-to-play principles and specify the firm’s chosen de minimis threshold, pre-clearance process, and the non-curative effect of refunds.
- If the adviser handles ERISA plan assets, incorporate trading restrictions and prohibited transaction sensitivity for plan-related activity and affiliated limitations.
- Include gifts, entertainment, outside business activities, and board service controls with pre-approval and monitoring for non-public information exposure.
- Where a compliance technology platform is used, the code should require that requests and reports be submitted through that system and should identify who reviews them.
- The cover memo should flag any mismatch between the draft code and the adviser’s public disclosures, especially on trading-report timing or other public commitments.
- Cite the controlling authority for each legal proposition in the code or memo, using the relevant statute, rule, or well-recognized authority that supports the statement.

## 4. Analytical scaffolds
- Build the code in conventional sections: scope and definitions; standards of conduct; access person designation and reporting; pre-clearance for restricted transactions; personal trading procedures; gifts, entertainment, outside activities, and board service; political contributions; information barriers and confidentiality; supervision, review, escalation, and discipline.
- For every policy area, identify whether the source set shows an actual practice, a draft-only proposal, or a conflict requiring decision, and reflect that status in the drafting.
- Treat the compliance leader dual-role issue as a structural control problem, not a stylistic note: require independent review of that person’s reports and remove self-review for matters touching that person’s own accounts.
- Identify every threshold or election point the firm must choose, including contribution limits, gift ceilings, reporting cadence details, and approval standards, and carry them into the cover memo as open items.
- When more than one person, period, account type, or system is implicated, address each separately rather than compressing them into a single generalized rule.
- Draft the memo to do three things only: summarize the main changes, flag urgent compliance issues, and list open items needing firm decision.

## 5. Vertical / structural / temporal relationships
- Ensure the code matches the adviser’s public disclosures and actual operating procedures; any discrepancy belongs in the memo and should be treated as a resolution item.
- Reflect the true workflow order: adoption-ready code first, then memo, with the memo describing what changed and what still needs action.
- Align reporting timing, approval routing, and review responsibilities across the code, internal practice, and external disclosures so the same obligation does not appear in conflicting forms.
- If source documents show a compliance platform or approval chain, embed that operational sequence directly in the code rather than leaving it implied.
- For issues tied to time windows, pre-clearance timing, or periodic reporting, state the timing in the operative rule and again in the memo if it remains unresolved.

## 6. Output structure conventions
- Produce two deliverables: the adoption-ready code of ethics and a cover memo.
- Write the code as the primary deliverable; do not substitute a summary of the code for the code itself.
- Use standard document organization rather than the rubric’s internal checklist language.
- The code should read as a firm policy, with operative provisions, definitions, duties, approvals, monitoring, escalation, and enforcement.
- The cover memo should be concise and advisory in tone, and should close with concrete next steps.
- In the memo, distinguish clearly between settled changes, urgent issues requiring immediate attention, and open items requiring firm decision before adoption.
- Include an explicit recommendations section in the memo with action, responsible role, and timing tied to adoption or compliance implementation.
- Before finalizing, verify that the code file is populated with operative policy text and that the memo separately identifies unresolved items and any disclosure mismatches.