Happy Tuesday… and it’s October, my favorite month, Cheers!
This list is by no means exhaustive and know that dates can change a bit, however, I just put together a general reminder of compliance due dates for RIA’s and Hybrids (with a few other items thrown in). If you need additional info, reference the SEC’s website, or if you would like “plain English” guidance, I’m a helpful reference. At the bottom, is a great list of annual requirements (condensed as much as possible!).
January
RIA INVESTMENT ADVISERS AND HEDGE/PRIVATE FUND ADVISERS
Form 13H (only applicable to Large Trader Filers): Rule 13h-1(b)(1)(ii) specifies that an annual filing must be made “within 45 days after the end of each full calendar year”. Amendments to Form 13H are due promptly if there are any changes to information. For more detail, click here.
February
RIA INVESTMENT ADVISERS AND HEDGE/PRIVATE FUND ADVISERS
Form 13F: Form 13F (institutional manager): Quarterly filing for Q4 2019 is due within 45 days after the end of the calendar quarter.
Form 13H: Form 13H (large trader): Annual filing is due for advisers that already have a Form 13H filing obligation by February 2020
(Not required if the quarterly amendment was filed for the 4th quarter)
Form 13D & 13G: Annual amendments are due for advisers that have changes to disclosure information on previously filed 13D or 13G forms February 2020.
March
RIA INVESTMENT ADVISERS
Form ADV: Existing RIA’s must update and file an amended Form ADV within 90 days of their fiscal year end (Forms 1A and 2A). The filing fee must be deposited into the adviser’s IARD account before the filing can be submitted. The due date is March 2020.
State Filings: An RIA and an exempt reporting adviser could be required to make a state notice filing in any state in which they have a specified number of clients. Notice Filings may be made on Form ADV by checking the relevant box in Part 1A and depositing the appropriate state fees into the adviser’s IARD account. Exempt reporting advisers may also be required to register as an investment adviser in some states. Notice filing and investment adviser registration requirements differ from state to state. Each adviser should check the requirements for any relevant state in which it operates or has clients. The due date is within 90 days of the adviser’s fiscal year end.
Exempt Reporting Advisers Form ADV Filing: Exempt Reporting Advisers (i.e., exempt private funds advisers and venture capital advisers) need to update Form ADV Part 1A within 90 days of the advisers fiscal year end.
April
INVESTMENT ADVISERS AND HEDGE/PRIVATE FUND ADVISERS
Form ADV Part 2A: RIA’s are required to distribute to their updated Form ADV Part 2A to every client; or a summary of material changes with an offer and information on how to obtain the updated Form ADV Part 2A, within 120 days of fiscal year-end.
Form ADV Part 2B: RIA’s should review their Form ADV Part 2B Brochure Supplements to ensure their brokers information is up to date.
May
INVESTMENT ADVISERS
Form 13F: Form 13F quarterly filing is due for Q1 2019 within 45 days after the end of the calendar quarter. Due date is May 15, 2019.
HEDGE/PRIVATE FUND ADVISERS
Form PF: Large hedge fund advisers must file Form PF within 60 days of each quarter end on the IARD system. Due date is May 31, 2020.
REGISTERED COMMODITY POOL OPERATORS
NFA Form CPO-PQR (March 31 Quarter End): Small, Mid-Sized and Large Commodity Pool Operators are required to file NFA Form CPO-PQR quarterly with the NFA. The due date is May 31, 2020.
REGISTERED COMMODITY TRADING ADVISERS
Form CTA-PR (March 31 Quarter End): Commodity Trading Advisers are required to file Form CTA-PR quarterly with the NFA.
June
HEDGE/PRIVATE FUND ADVISERS
Distribute Audited Financial Statements for Private Funds for Funds of Funds: Private fund investment advisers should have their funds audited by an independent, PCAOB-registered accountant and deliver the audited financial statements to the funds’ investors within 120 days of the end of the funds’ fiscal year. The deadline for private funds that are fund of funds is 180 days of the funds’ fiscal year end. That’s June 2020, for funds with December 31 year-end.
July
INVESTMENT ADVISERS AND HEDGE/PRIVATE FUND ADVISERS
Form 13H: Following an initial filing of Form 13H, all large traders must make an amended filing to correct inaccurate information within ten days following the quarter-end in which the information became stale. Recommended due date: July 10, 2020.
HEDGE/PRIVATE FUND ADVISERS
Form PF for Large Liquidity Fund Advisers: Large liquidity fund advisers must file Form PF with the SEC on the IARD system within 15 days of each fiscal quarter end.
August
INVESTMENT ADVISERS
Form 13F: Form 13F Quarterly Filing for Q2 2020 is due for advisers within 45 days after the end of the calendar quarter. Due date is August 2020.
REGISTERED COMMODITY POOL OPERATORS
NFA Form CPO-PQR (June 30 Quarter End): Small, Mid-Sized and Large Commodity Pool Operators are required to file Form CPO-PQR quarterly with the NFA. Due date is August 2020.
REGISTERED COMMODITY TRADING ADVISORS
Form CTA-PR (June 30 Quarter End). Commodity Trading Advisers are required to file Form CTA-PR quarterly with the NFA.
September
No regulatory filings (that I’m aware of yet). 🙂
October
INVESTMENT AND HEDGE/PRIVATE FUND ADVISERS
Form 13H: Amendment to Form 13H due promptly for advisers that already have a Form 13H filing obligation and have changes to any of the information reported. Recommended due date: October 12th, 2020. (The SEC has not provided guidance on the definition of “promptly” for Form 13H.)
Form PF for Large Liquidity Fund Advisers: Large liquidity fund advisers must file Form PF with the SEC on the IARD system within 15 days of each fiscal quarter end. Filing for Q3 2020 is due October 2020.
November
INVESTMENT ADVISERS AND HEDGE/PRIVATE FUND ADVISERS
Form 13F: Quarterly filing for Q3 2019 is due for advisers within 45 days after the end of the calendar quarter. Due date is appx. mid-Nov. 2020.
Annual Renewal Program for IARD System: The IARD Renewal Program facilitates the annual renewal of investment adviser (IA) firms and their IA representatives’ (IARs) registrations with jurisdictions/states. Preliminary renewal statements for the IARD system will be available on or around November 12, 2020, and will be accessible only through the E-Bill System. Renewal statements reflect the registration renewal fees and annual system processing fees for all IARs and state-registered IA firms. Deadline for the receipt of preliminary statement payment is appx. December 15, 2020. IARD Renewal Program details for 2020 will be available later on the IARD website.
HEDGE/PRIVATE FUND ADVISERS
Form PF for Large Hedge Fund Advisers: Large hedge fund advisers must file Form PF within 60 days of each quarter end on the IARD system.
REGISTERED COMMODITY POOL OPERATORS
CFTC Form CPO-PQR (September 30 Quarter End): Small, Mid-Sized and Large Commodity Pool Operators are required to file NFA Form CPO-PQR quarterly with the NFA.
REGISTERED COMMODITY TRADING ADVISERS
Form CTA-PR (September 30 Quarter End). Commodity Trading Advisers are required to file Form CTA-PR quarterly with the NFA.
December
INVESTMENT ADVISERS AND HEDGE/PRIVATE FUND ADVISERS
Annual Renewal Program for IARD System: The IARD Renewal Program facilitates the annual renewal of Investment Adviser (IA) firms and their IA Representatives’ (IARs) registrations with jurisdictions/states. Preliminary renewal statements for the IARD system will be available on or around November 2020, and are accessible through the E-Bill System. Renewal statements reflect the registration renewal fees and annual system processing fees for all IARs and state-registered IA firms. Deadline for the receipt of preliminary statement payment is expected to be around December 2020.
On-going Compliance Obligations – If you need RIA compliance help, reference your State Regulations (if state registered) or, the SEC’s website; or consult a compliance professional:
Form ADV Part 1: RIA’s must amend Part 1 of Form ADV promptly during the year if certain information becomes materially inaccurate unless the inaccuracies result solely from changes in the amount of client assets managed or changes to the fee schedule. In addition to the annual updating amendment, firms are required to update Form ADV by filing additional amendments (other-than-annual amendments) promptly for certain other material changes. Click here for more detail on ADV Part 1.
ADV Part 2B: If an adviser is required to deliver a Form ADV Part 2B, that document should be prepared for persons providing advisory services to clients and delivered before or at the time the adviser begins to provide advisory services to a client. Advisers are also required to deliver any newly relevant Part 2Bs to existing clients. Update Part 2Bs promptly whenever any information becomes materially inaccurate.
Schedule 13G/13D/Section 16 Filings: Advisers should monitor holdings for any filings that may be required on Schedule 13G or 13D or under Section 16. Advisers are required to file Schedules 13G or 13D when the adviser directly or indirectly acquires beneficial ownership of more than 5 percent of a class of equity securities. (There is so much more to explain in this category, please reference SEC’s website for additional requirements, if subject to this filing)
New Issues Rule – Annual Verification
Advisers investing in new issues should contact their clients to verify their eligibility to invest in new issues under FINRA Rules 5130 and Rule 5131. An investment adviser that acquires IPO’s must obtain written representation initially and reaffirm every 12 months from the fund or the account’s beneficial owner confirming their eligibility status (“restricted” or “non-restricted”) to participate in new issues. This annual reaffirmation can be obtained through “negative consent” letters.
State Notice Filings/Investment Adviser Representatives
When taking on clients in a state where the adviser has not previously had any clients or business, the adviser should review that new state’s notice and registration requirements to determine whether it needs to make any new notice filings via IARD.
Section 16 Filings
Individuals or entities that beneficially own 10% of any class of equity securities registered under Section 12 of the Exchange Act, and officers or directors of the issuers of these securities, may be required to file Forms 3, 4, and 5 regarding their ownership of and transactions in these securities. Form 3 is due ten days after the event an individual becomes a reporting person; Form 4 is due the 2nd business day in which a reporting person trades registered securities of the issuer and Form 5 is due 45 days after the issuer’s fiscal year-end. RIA’s usually don’t need to count shares purchased in the ordinary course of business without the intent to influence or control the issuer toward the 10% threshold, but private funds may be subject to these requirements, which include the Forms 3, 4 and 5 filings and related prohibitions against short swing profit-taking.
Blue Sky Filings/Form D
Many state securities “blue sky” filings expire on a periodic basis and must be renewed. Review blue sky filings for funds to determine whether any updated filings or additional filings are necessary. Form D filings for continuous offerings are required to be amended with the SEC on an annual basis based upon the , original Form D file date (i.e., if the initial file date is December 1, 2019 then the annual update will be required by to be filed with the SEC by December 1, 2020).
Whew, that’s all for now… Way too much “compliance talk” for one day, lol! Cheers and good night from RIA-CCO!
