AI meeting notes and Rule 204-2

Rule 204-2 under the Investment Advisers Act of 1940. It sets out the books and records an SEC-registered adviser must make and keep, and the conditions under which they may be kept electronically.

It is worth being precise about this, because the recordkeeping rules most often quoted in vendor marketing are the ones that bind registered broker-dealers, and they are not the same. They carry a different retention period and, in the broker-dealer case, storage-format requirements that do not apply to advisers at all. If a vendor tells you its product makes you compliant with a rule that does not govern your registration, that is a signal about the rest of its claims.

It depends on what is in it, not on what produced it. Rule 204-2 requires advisers to keep, among other categories, originals of written communications received and copies of written communications sent relating to recommendations made or proposed to be made and advice given or proposed to be given. A summary that captures the advice given in a client meeting sits squarely inside that description.

The fact that a model wrote the first draft changes nothing about the analysis. What matters is whether the artifact records advice, a recommendation, or an instruction, and whether the firm relied on it or sent it.

A single AI note-taker can produce five or six different things from one meeting. Sort them before you turn it on, because the answer determines what your retention system has to hold:

• The summary the adviser reviewed, relied on, or filed to the client record: treat as a record.
• A follow-up email drafted by the tool and actually sent to the client: a written communication sent, and a record.
• A draft that was never sent and never relied on: generally not a record, but say so in the policy rather than leaving it to judgment.
• The raw transcript: not automatically a record, but if the firm keeps it and relies on it, it becomes part of the record set in practice.
• The audio or video recording: the same analysis, plus separate consent obligations.
• Action items and internal notes: depends on whether they capture advice or recommendations.

The failure mode is keeping everything by default, which sounds safe and is not: an over-broad retention practice means producing far more than you needed to in an examination or a dispute, and it makes the genuinely required records harder to find.

Rule 204-2 generally requires records to be maintained and preserved in an easily accessible place for at least five years from the end of the fiscal year during which the last entry was made, with the first two of those years in an appropriate office of the adviser.

Note where the period starts. It is not five years from the meeting; it is five years from the end of the fiscal year containing the last entry, which is a later date and sometimes a much later one if the record is amended.

Yes, subject to conditions. Rule 204-2 permits records to be kept on electronic storage media provided the adviser arranges and indexes them so they can be located, can provide legible copies on request, and takes reasonable steps to safeguard them from loss, alteration, or destruction. Advisers are not subject to the write-once storage format requirement that applies to broker-dealers.

Test the practical version of each condition during the trial. Can you find one meeting from eleven months ago by client name in under a minute? Can you produce it as something a reviewer can read without a login? If either answer is no, the storage condition is not satisfied by the tool, whatever the contract says.

Yours. Rule 204-2 places the obligation on the adviser. A vendor can hold records for you and make them easy to produce, but it cannot assume the duty, and a deficiency will be recorded against the firm.

That is an argument for a periodic export into somewhere you control, and for knowing the export format before you have thousands of meetings inside a system.

Both versions should survive, and the change should be attributed. The reason is not pedantry: the whole supervisory story for AI-assisted work is that a person reviewed the machine output and took responsibility for it, and that story only holds if the record shows what the model produced and what the human changed.

A system that silently overwrites the original loses the evidence of review at the exact moment it becomes valuable.

Not while the retention period runs, and the safeguarding condition on electronic storage means the system should make casual destruction difficult. Ask the vendor who can delete, whether deletion is logged, and whether an administrator can remove something without leaving a trace.

This interacts awkwardly with privacy deletion requests from individuals. A regulatory retention obligation and a deletion request can point in opposite directions, and that conflict should be resolved in the policy with counsel, in advance, rather than by whoever picks up the request.

Consent requirements for recording conversations are set by state law and vary. Some states require the consent of every party, and the applicable law can depend on where each participant is rather than where the firm is. A tool that joins calls silently can put the firm on the wrong side of that without anyone deciding to.

Set a single firm-wide practice, make it the default behavior of the tooling rather than something a person has to remember, and keep evidence that notice was given. This is a question for your counsel, and it is cheaper to answer once than per meeting.

Enough for someone who was not in the room to apply it:

• Which meeting artifacts the firm treats as records, and which it does not.
• Where each lives, and for how long.
• Who reviews an AI-generated summary before it is filed or sent, and how that review is evidenced.
• What happens to the transcript and any recording, and on what schedule.
• The firm’s standing practice on notice and consent.
• How records are exported and produced, and who has tested it.

Then test one meeting end to end against the written policy, and keep the result. A policy that has been exercised once is worth more than one that reads well.