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IMPORTANT NOTE

Greenwich Advisor Compliance Services Corp. (“Greenwich Compliance”) is providing this template for an investment advisory firm’s Compliance Manual Table of Contents as a courtesy to investment advisors trading through the Interactive Brokers (“IB”) platform. This template is designed to focus on the general requirements for investment advisors registered with the Securities and Exchange Commission (“SEC”). Many, but not all states, have the same or similar requirements.

Advisors planning to use this template to draft their Compliance Manual should review it carefully and consult with appropriate counsel to ensure that the document is appropriately customized. Among other things, firms should ensure that the Compliance Manual they use complies with applicable laws, including any state laws that may differ from the federal statutes and SEC rules that form the basis of this template. If you are a state-registered advisor, you should research the rules in your particular state.

The topics laid out in this template Table of Contents may not all be applicable to all advisors’ business models or activities. Advisors may also wish to address these issues in a different order or different manner and/or consolidate related chapters.

This template should not be construed as legal advice and has not been tailored to address the particular circumstances of any specific registered investment advisor.

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COMPLIANCE MANUALSAMPLE TABLE OF CONTENTS

Revision History

Date Author Description of Revisions

[This section should contain a chart laying out the date, author and substance of any revisions made to the Compliance Manual over time.]

1. Introduction1.1. About the Firm’s Compliance Culture 1.2. About This Compliance Manual1.3. Compliance Manual Amendments

[The Introduction should lay out the firm’s general compliance philosophy, the purpose of the Compliance Manual, and the firm’s policies and procedures regarding amendments to the Compliance Manual.]

2. Firm’s Compliance Organization2.1. Firm’s Compliance Responsibilities

2.1.1. Fiduciary Duty2.1.2. Compliance with Applicable Laws and Regulations 2.1.3. Prohibited Activities

2.2. Organizational Chart2.3. Compliance Responsibilities of Individual Firm Executives 2.4. Chief Compliance Officer’s Role 2.5. Compliance Consultants2.6. Outside Counsel

[This chapter should describe the firm’s compliance infrastructure, including the role of the Chief Compliance Officer and the firm’s Compliance Committee (if applicable), the compliance responsibilities of the firm’s top executives and the firm’s use of compliance consultants and outside legal counsel.]3. Supervisory Policies and Procedures

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3.1. Compliance Supervision 3.2. Supervision of Personnel

3.2.1. Associated Persons3.2.2. Investment Advisor Representatives 3.2.3. Sub-Advisors

3.3. Hiring 3.4. Registration Process3.5. Periodic Personnel Review 3.6. Disciplinary Actions 3.7. Compliance Training 3.8. Political Contributions

[This chapter should lay out how the firm supervises its associated persons, investment advisor representatives and other employees. It should also describe the firm’s processes regarding hiring and getting new hires registered. This chapter should also detail the firm’s periodic review of staff, disciplinary actions, compliance training, and policies regarding firm personnel’s political contributions.]

4. Books and Records Policies and Procedures4.1. Required Records4.2. Retention of Records4.3. Electronic Maintenance of Records

[This chapter should describe the firm’s policies and procedures for creating and maintaining books and records in accordance with the Investment Advisers Act, any relevant state laws and the firm’s own procedures, including discussions of how electronic records are preserved.]

5. Periodic Compliance Policies and Procedures Reviews and Testing 5.1. Annual Compliance Review Process 5.2. Annual Compliance Review Reports5.3. Interim Reviews

[This chapter should set forth the firm’s policies and procedures for reviewing and testing the effectiveness of the firm’s compliance procedures and supervisory systems, including the firm’s procedures governing annual compliance reviews and any reviews conducted during the course of the year.]6. Regulatory Exams

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6.1. Regulator Access to Firm Offices and Materials6.2. Compliance Department Consultations with Compliance Consultants and Outside

Counsel6.3. Compliance Department’s Liaison with Regulators6.4. Firm Employee Interactions with Regulators

[This chapter should set forth the firm’s policies and procedures for preparing for, responding to and interacting with regulators during regulatory exams.]

7. Compliance Manual Violations 7.1. Reporting7.2. Sanctions

[This chapter should discuss how the Compliance Department will handle and respond to violations of the Investment Advisers Act, any applicable state laws, and the Compliance Manual as well as employees’ obligations to report such violations.]

8. Registration and Licensing 8.1. Firm Registration and Filings

8.1.1. Form ADV Initial Filing and Amendment Obligations 8.1.2. Delivery of the Form ADV Part 2 Disclosure Statement 8.1.3. Other Regulatory Reporting and Filing Obligations

8.1.3.1. Form 13F8.1.3.2. Schedule 13D8.1.3.3. Schedule 13G8.1.3.4. Other Federal Filings 8.1.3.5. State Licensing and Notice Filings

8.2. Investment Advisor Representative Registration

[This chapter should provide an overview of the firm’s and its representatives’ registration, licensing and filing obligations under federal and/or applicable state laws. It should also detail the firm’s procedures to ensure that all registrations, reports and forms are properly and timely filed.]

9. Disclosure Requirements 9.1. Form ADV Part 2 Disclosures – Initial and Annual Delivery Offer

9.1.1. Customer Requests for Form ADV Part 2 Disclosures

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9.2. Privacy Notices9.3. Proxy Voting Policy9.4. Code of Ethics 9.5. Electronic Delivery of Disclosure Information

[This chapter should discuss the firm’s disclosure obligations to its clients, including how it will provide clients with the firm’s Form ADV Part 2 Disclosures, Privacy Notices, Proxy Voting Policies, and Code of Ethics.]

10. Advertising and Marketing 10.1. Definition of Advertising10.2. Prohibited Advertisements

10.2.1. Testimonials10.2.2. Past Specific Securities Recommendations10.2.3. Unqualified Use of Charts, Graphs or Formulas 10.2.4. Offers of Free Services 10.2.5. Untrue Statements of Material Fact

10.3. Advertising Review and Approval Process 10.4. Performance Advertising Guidelines 10.5. Use of Senior-Specific and Professional Designations

[This chapter should describe the firm’s policies and procedures regarding advertising and marketing the firm’s services to new and existing clients and the firm’s process for approving new marketing materials. Among other things, this chapter should discuss any relevant limitations on the firm’s advertising necessary to comply with the Investment Advisers Act and/or applicable state laws.]

11. Client Accounts and Documents 11.1. Client Advisory Agreements 11.2. Account Opening Procedures

11.2.1. Determining Suitability 11.3. Advisory Fees

11.3.1. Performance Fees 11.3.2. Automatic Fee Deductions 11.3.3. Fee Calculation Procedures

11.4. Custody of Client Assets 11.4.1. [Policy Prohibiting Custody of Client Assets, if applicable]11.4.2. Deduction of Advisory Fees from Client Accounts

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11.4.3. Accidental Receipt of Client Funds or Securities 11.4.4. Receipt of Third Party Funds11.4.5. Qualified Custodian11.4.6. Account Statements11.4.7. Annual Audits

11.5. Managing Client Accounts11.5.1. Monitoring Account Activity 11.5.2. Complaints 11.5.3. Termination of Client Accounts

[This chapter should lay out the firm’s policies and procedures regarding taking in new clients, including advisory agreements and fees, obtaining sufficient information to determine what investments are “suitable” for clients and managing custody of client assets.]

12. Portfolio Management and Trading Practices 12.1. Client Investment Objectives, Suitability and Restrictions 12.2. Anti-Churning Policy 12.3. Valuation of Securities 12.4. Best Execution 12.5. Aggregating and Allocating Block Trades 12.6. Short Sale Procedures 12.7. Allocation Procedures for Initial Public Offerings 12.8. Cross Trades12.9. Restrictions on Principal and Agency Cross Transactions 12.10. Directed Brokerage12.11. Soft Dollar Practices12.12. Securities Order Placement and Review 12.13. Trade Error Policy

12.13.1. Trade Error Correction Policy 12.13.2. Trade Error Notification Procedure 12.13.3. Error Account

[This chapter should discuss the firm’s policies and procedures regarding the management of client accounts and trade practices, including how the firm will ensure all investment recommendations or decisions are suitable for clients; adhering to best execution obligations; aggregating and allocating block trades to multiple customer accounts; abiding by restrictions on principal and agency cross transactions; managing

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soft dollar arrangements and any conflicts of interest they may create; and trade error policies and procedures.]

13. Privacy Policy 13.1. Privacy of Client Information 13.2. Permissible Disclosures13.3. Permissible Sharing of Information 13.4. Safeguarding of Client Records and Information13.5. Security Standards13.6. Privacy Notice

13.6.1. Privacy Notice Delivery 13.6.2. Revised Privacy Notices

13.7. Identity Theft Red Flags

[This chapter should summarize the firm’s handling of customers’ non-public personal information and how the firm’s procedures will comply with applicable privacy-related statutes and rules, including SEC’s Regulation S-P and the Red Flags Rule. Among other things, the chapter should address how the firm will restrict and limit employee and outside access to personal private information of clients, and how the firm will provide privacy notices to clients when their accounts are open and annually after that.]

14. Referral Arrangements with Solicitors 14.1. Distinction between Affiliated and Unaffiliated Solicitors 14.2. Firm Policy14.3. Qualifications and Registration of Solicitors14.4. Written Solicitor Agreement 14.5. Solicitor’s Disclosure Document14.6. Supervision of Solicitor’s Activities

[This chapter will discuss the firm’s use of solicitors (if applicable). This should include a discussion of how the firm selects and supervises solicitors and any disclosures and documents that solicitors must supply to prospective clients that they solicit.]

15. Anti-Money Laundering 15.1. Policy15.2. Due Diligence 15.3. Employee Awareness and Training

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15.4. AML Program15.4.1. Verification of Client Identity15.4.2. Independent AML Program Testing

15.5. AML Compliance Officer 15.6. AML-Related Reporting

15.6.1. Suspicious Activity Reporting (SARs)15.6.2. Currency Transaction Reporting (CTRs)15.6.3. Currency or Monetary Instrument Transport Reporting (CMIR)

15.7. Compliance with Office of Foreign Assets Control Regulations

[This chapter will outline the firm’s obligations under any applicable anti-money laundering provisions, and policies and procedures designed to ensure compliance with those requirements.]

16. Proxy Voting 16.1. Declination of Proxy Voting Authority OR Proxy Voting Policies and

Procedures16.1.1. Best Interest of Clients 16.1.2. Conflicts of Interest between the Firm and Clients

16.2. Provision of Proxy Voting Policies and Procedures to Clients Upon Request

16.3. Providing Clients with Information about Voted Proxies

[This chapter should set forth the firm’s policies and procedures regarding voting proxies for its clients. For instance, it should discuss whether the firm exercises proxies on behalf of clients, and if so, the standards the firm applies in exercising proxies. It should also detail how clients may obtain information about the firm’s proxy voting policies and procedures and how the firm voted proxies on the clients’ behalf.]

17. Communications17.1. Communications Guidelines17.2. Presentations and Interactions with the Media 17.3. Review of Employee Communications 17.4. Personal Communications17.5. Email and Other Electronic Communications

[This chapter will review the firm’s policies and procedures regarding communications with clients or other communications using company email or systems. It should detail

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the firm’s guidelines and processes for monitoring and/or reviewing or approving such communications.]

18. Social Media Policy 18.1. General Principles for Using Social Media in the Firm’s Best Interests

18.1.1. Protecting the Firm’s Name, Confidential Information and Intellectual Property

18.1.2. Respecting Each Social Medium’s Terms of Use 18.1.3. Avoiding Embarrassing Postings

18.2. Distributing Firm Materials18.3. Use of Personal Accounts for Firm Business18.4. Use of Firm Accounts 18.5. Use of Social Media for Personal Purposes

[This chapter will explain the firm’s policies and procedures relating to its employees’ use of social media tools for business or personal purposes.]

19. Disaster Recovery and Contingency Planning 19.1. Business Continuity Plan 19.2. Employee Training 19.3. Procedures for Complying with the Business Continuity Plan

[This chapter should discuss the firm’s policies and procedures to safeguard client information, assets and portfolios and the firm’s operations in the event of a business interruption such as natural disasters or computer failures. The chapter should include a discussion of the firm’s Business Continuity Plan (a separate document that the firm should maintain and incorporate as an Appendix to its Compliance Manual).]

20. ERISA Considerations20.1. Firm’s Responsibility20.2. Definition of an ERISA Plan20.3. ERISA Fiduciary Obligations20.4. Prudent Man Standard20.5. Diversification of Plan Investments20.6. Compliance with Plan Documents 20.7. ERISA Bonding Requirements

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[This chapter will lay out the applicability of the Employment Retirement Income Security Act (“ERISA”) to the firm’s activities and how the firm will comply with ERISA standards, such as ERISA-mandated fiduciary standards and maintenance of any ERISA-required bonding.]

Appendices

Appendix A Acknowledgement of Compliance Manual Receipt, Understanding and Compliance

Appendix B Code of Ethics [a template Code of Ethics is available in the Sample Documents tab of IB’s RIA Compliance Center website]

Appendix C Privacy Policy Notice [a template Privacy Policy Notice is provided by the SEC and accessible in the Sample Documents tab of IB’s RIA Compliance Center website]

Appendix D Business Continuity Plan [a template Business Continuity Plan is available in the Sample Documents tab on IB’s RIA Compliance Center website]

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About Greenwich Compliance

Greenwich Advisor Compliance Services Corp. (“Greenwich Compliance”), an Interactive Brokers Group company, offers expert registration consulting and start-up compliance services for financial advisors trading on the Interactive Brokers platform. Greenwich Compliance offers resources to help advisors navigate the registration process and avoid common pitfalls that may delay their registration. The team at Greenwich Compliance is available for free consultations for advisors with questions about when and where to register.

www.greenwichcompliance.com

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