We are reaching out to make you aware of three important compliance items: (1) the SEC Division of Examinations’ June 9, 2026 Risk Alert on economic conflicts of interest; (2) the approaching annual deadline for DOL Prohibited Transaction Exemption 2020-02 retrospective reviews; and (3) the August 31, 2026 deadline for Form N-PX filings. Each of these is addressed below.

SEC Risk Alert: Economic Conflicts of Interest

What is it? On June 9, 2026, the SEC Division of Examinations (the “Division”) published a Risk Alert titled Observations of Investment Adviser Obligations Related to Economic Conflicts of Interest (the “Risk Alert”).

What Did the Division Find?The Division noted four principal areas of concern during examinations:

(a) Cash management deficiencies involving:

• Lack of revenue sharing disclosure;
• Misleading or inaccurate disclosures (e.g., inappropriate use of the term “may”);
• The use of more expensive money market fund share classes when less expensive share classes existed; and
• Inaccurate or incomplete disclosures regarding fee practices on cash balances.

(b) Outside the cash management context, the Division observed:

• Issues relating to the receipt of 12b-1 fees, mutual fund share class selection, and best execution; and
• Failure to disclose other economic benefits received by advisers, including custodial credits and markups charged to clients above what clearing brokers charged.

(c) Form ADV Part 2A Disclosure deficiencies included:

• Item 10 omissions: Advisers did not fully disclose financial industry affiliations and material conflicts of interest created through compensation agreements with affiliated entities (e.g., affiliated broker-dealers benefiting indirectly from clearing firm revenues); and
• Item 12 inconsistencies: Advisers’ disclosures about broker-dealer selection factors were incomplete or conflicted with other disclosures, particularly where revenue sharing arrangements with clearing agencies existed.

(d) Fee Billing Errors and Compliance Program deficiencies identified by the Division:

• Prorating fees in in a manner inconsistent with advisory agreements;
• Charging fees on assets specifically excluded from billing under the client’s agreement;
• Billing clients for services not rendered;
• Duplicative billing resulting from internal asset transfers; and
• Failing to refund prepaid fees upon client termination, even where no written refund request was received.

Compliance program deficiencies included policies and procedures that did not address all types of billing arrangements, contained conflicting information, or lacked monitoring controls to identify fee calculation errors.

Considerations for Your Compliance Program. We expect the Division to continue to scrutinize these topics in upcoming examinations. Advisers who are concerned about their current practices or disclosures in light of this Risk Alert are encouraged to contact their RIA Lawyers attorney for further guidance.

SEC Resources. The full Risk Alert is available on the SEC’s website: Observations of Investment Adviser Obligations Related to Economic Conflicts of Interest (June 9, 2026).  

DOL PTE 2020-02: Annual Retrospective Review Deadline

What is it? As a reminder, DOL Prohibited Transaction Exemption 2020-02 (“PTE 2020-02”) remains in full force and effect.

One of PTE 2020-02’s conditions is the annual retrospective review. Investment advisers relying on the exemption are required to conduct an annual retrospective review that is reasonably designed to detect and prevent violations of the rules Impartial Conduct Standards and the firm’s relevant policies and procedures.

Deadline. The Retrospective Review must be completed within six (6) months of the end of the period covered by the review. For many advisers, this places the deadline on or around June 30 (for a calendar year review period) or July 31 (for a 1/31 – 2/1 review period). Firms under these deadlines that have not yet initiated the Retrospective Review process should do so promptly.

Form N-PX: Proxy Voting Record Filing Deadline

What is it? Form N-PX is used to report proxy voting records with the SEC via EDGAR. All 13F filers must report how they voted on executive compensation matters (“say-on-pay” and “say-on-frequency” votes) on an annual basis.

13F filers that have a clearly disclosed policy of not voting proxies—and that, consistent with that policy, did not in fact vote during the reporting period—must file a shorter “notice” filing (a Form N-PX cover page with required certifications) in lieu of a full security-by-security report.

Deadline. Form N-PX for the 12-month period ending June 30, 2026, must be filed with the SEC via EDGAR no later than August 31, 2026.

How Can We Help?

RIA Lawyers can assist your firm with each of the matters addressed in this alert, including:

• Reviewing and updating Form ADV Part 2A disclosures (Items 10, 12, and 17) to reflect economic conflict of interest arrangements and proxy voting policies;
• Conducting a gap analysis of your firm’s compliance program and policies and procedures against the Division’s Risk Alert’s observations;
• Reviewing and updating advisory agreements and billing practices for consistency with client disclosures;
• Assisting with the preparation and documentation of your PTE 2020-02 annual retrospective review, including written report preparation; and
• Preparing, reviewing and facilitating the filing of your firm’s Form N-PX filing.

Please contact your primary attorney at RIA Lawyers or email [email protected] if you have questions about any of the matters described above or would like assistance preparing your firm for the approaching deadlines.