RIA Compliance Calendar – Filing Deadlines 2019

SEC Regulatory Deadlines for Investment Advisers

The information provided in this calendar is intended to help compliance officers update their regulatory calendars for 2019.  It does not address all potential regulatory reporting and compliance obligations. Additionally, please note, this calendar is based on a fiscal year-end of December 31st. If your firm does not have a 12/31 year-end, the dates will need to be adjusted for some filings.

 

 

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Filing Deadlines:

January

January 10, 2019

  • Form 13H
    Form 13H (large trader) quarterly filing for Q4 2018 is due “promptly” following quarter-end for advisers that already have a Form 13H filing obligation and have changes to any of the information reported. Recommended due date January 10, 2019.

January 15, 2019

  • 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.

January 21, 2019

  • Final Renewal Statement
    The final renewal statement is due to be released January 2, 2019. Be sure to download, review and arrange payment of any additional fees as needed.

February

February 14, 2019

  • Form 13F
    Form 13F (institutional manager) quarterly filing for Q4 2018 is due within 45 days after the end of the calendar quarter.  SEC Fast Answers  |  SEC FAQ
  • Form 13H
    Form 13H (large trader) annual amendment is due 45 days after calendar year-end for advisers that already have a Form 13H filing obligation. Any subsequent updates are due “promptly” within 10 days after each quarter-end. (Not required if quarterly amendment was filed for fourth quarter.)
  • Form 13D & 13G
    Annual amendments are due for advisers that have changes to disclosure information on previously filed 13D or 13G forms.
  • Form PR
    Form PR is required to be filed with the National Futures Association (“NFA”) for registered Commodity Trading Advisors. The Form PR report for the year ended December 31, 2018, must be filed electronically using NFA’s EasyFile System. This filing satisfies the CFTC annual and NFA quarterly filing requirements.

March

March 1, 2019

  • IARD Fees
    SEC-registered advisers and exempt reporting advisers are required to pay IARD fees before the submission of the Form ADV annual amendment.  (This should be done several days prior to submission.)
  • 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.
  • Initial Form PF Filing for Large Hedge Fund Advisers that have reached $1.5 billion
    Large hedge fund advisers with greater than $1.5 billion in regulatory assets under management (“RAUM”) attributable to hedge funds as of December 31, 2018, must make initial filing (the initial quarterly Form PF filing is due within 60 days of quarter-end if an adviser’s hedge fund RAUM exceeds $1.5 billion as of the previous quarter-end).
  • CPO and CTA Exemptions
    Firms that claimed exemptions from Commodity Pool Operator (“CPO”) registration under CFTC Rule 4.5 or CTFC Rule 4.13(a)(3) (the “de minimis exemption”), or CFTC Rules 4.13(a)(1), 4.13(a)(2), 4.13(a)(5), and firms that claimed an exemption from Commodity Trading Advisor (“CTA”) registration pursuant to CFTC Rule 4.14(a)(8) must re-affirm those exemptions by March 1, 2019, or those exemptions will be automatically withdrawn.
  • CPO-PQR Forms
    Large Commodity Pool Operator Form CPO-PQR is required to be filed with the NFA for all Large Commodity Pool Operators.

March 31, 2019

  • Annual Report (CPO Members)
    CPO members must distribute an annual report certified by an independent public accountant, to pool participants within 90 days of the pool’s fiscal year-end. CPOs are also required to file this report electronically with NFA using EasyFile.
  • Form ADV Annual Updating Amendment
    Existing registered advisers must update their Form ADV within 90 days of their fiscal year-end (Parts 1A and 2A). The filing fee has to be deposited into the adviser’s IARD account before the filing can be submitted. [The March 31 due date is for advisers with December 31 fiscal year-end.]
  • Form ADV Part 2B
    Registered investment advisers should review their Form ADV Part 2B Brochure Supplements to ensure continued accuracy.
  • 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 adviser’s fiscal year-end..
  • State Filings
    Registered investment advisers and exempt reporting advisers may be required to make a state notice filing in any state in which an adviser has a specified number of clients, called “Notice Filings.” 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.
  • CPO-PQR Forms
    Small and Mid-Sized Commodity Pool Operators are required to file their year-end reports with the NFA on Form CPO-PQR. Small Commodity Pool Operators are required to file Schedule A of CFTC Form CPO-PQR. Mid-Sized Commodity Pool Operators are required to file Schedule A and Schedule B.
  • Annual Reports for 4.7 Exempt CPOs
    Exempt CPOs must electronically file audited annual reports, including statements of financial condition, statements of operations and appropriate footnotes, for their pools with the NFA and distribute them to their investors.

April

April 2019

  • ERISA Schedule C of Form 5500 Disclosure
    Advisers may be required to report certain information to its ERISA plan clients and investors for their use in completing Department of Labor Form 5500, including information about compensation received with respect to ERISA plan assets that the adviser manages or that are invested in the adviser’s funds. If you have ERISA plan clients, we recommend that you file this disclosure in April as ERISA plan clients must file Form 5500 by July 31.

April 1, 2019

  • CFTC Form CPO-PQR Schedule A
    Must be filed by small CPOs (i.e., CPOs with less than $150 million in aggregated gross pool AUM as of the close of business on any business day during a calendar year.)
  • CFTC Form CPO-PQR Schedules A and B
    Must be filed by mid-sized CPOs (at least $150 million to $1.5 billion in aggregated gross pool AUM as of the close of business on any business day during a calendar year.)
  • Annual Reports for 4.7 Exempt CPOs
    Exempt CPOs must electronically file audited annual reports, including statements of financial condition, statements of operations and appropriate footnotes, for their pools with the NFA and distribute them to their investors.
    Must be filed by mid-sized CPOs (at least $150 million to $1.5 billion in aggregated gross pool AUM as of the close of business on any business day during a calendar year.)

April 10, 2019

  • Form 13H
    Form 13H (large trader) quarterly filing for Q1 2019 is due “promptly” for advisers that already have a Form 13H filing obligation and have changes to any of the information reported. Recommended due date April 10, 2019.

April 15, 2019

  • 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.

 

 

April 30, 2019

  • Form ADV Part 2A
    Registered investment advisers are required to distribute to each client an updated Form ADV Part 2A 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. [If an adviser has not filed any interim amendments to its brochure since the last annual amendment and the brochure continues to be accurate in all material respects, the adviser would not have to prepare or deliver a summary of material changes to clients. The adviser also would not have to prepare and file an updated firm brochure as part of its annual updating amendment.]
  • Form PF Annual Amendment
    Form PF Annual Amendment is due within 120 days of fiscal year-end for private fund advisers that are not large hedge fund advisers or large liquidity fund advisers and manage more than $150 million in regulatory assets under management attributable to private funds.
  • Distribute Audited Financial Statements for Private Funds
    Private fund investment advisers should have their funds audited by an independent, PCAOB-registered accountant and provide audited financial statements of their funds, prepared in accordance with U.S. generally accepted accounting principles, to the funds’ investors within 120 days of the end of the funds’ fiscal year (for funds with December 31, 2018, year-end, the date is April 30, 2019.)
  • Note: The deadline for private funds that are fund of funds is 180 days of the funds’ fiscal year-end. (June 29, 2019, for funds with December 31, 2018, year-end.)
  • Form PF Quarterly Update
    Due for “large hedge fund advisers” and “large liquidity fund advisers” who did not submit information relating to their other private funds with their fourth-quarter filing.

May

May 15, 2019

  • Form 13F
    Form 13F quarterly filing for Q1 2019 is due within 45 days after the end of the calendar quarter.  SEC Fast Answers  |  SEC FAQ
  • Form CTA-PR
    Commodity Trading Advisors are required to file Form CTA-PR quarterly with the NFA.

May 30, 2019

  • 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.
  • CPO-PQR Form
    Commodity Pool Operator Form CPO-PQR required to be filed with the NFA for Commodity Pool Operators within 60 days of quarter ending March, June, and September.

June

June 29, 2019

  • Distribute Audited Financial Statements for Funds of Funds Private 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 180 days of the funds’ fiscal year-end.

June 30, 2019

  • GIPS® Notification Requirement
    Annually, firms that comply with the Global Investment Performance Standards (GIPS®) must notify CFA Institute of their firm’s claim of compliance.

July

July 10, 2019

  • Form 13H
    Form 13H (large trader) quarterly filing for Q2 2019 is due “promptly” for advisers that already have a Form 13H filing obligation and have changes to any of the information reported. Recommended due date is July 10, 2019.

July 15, 2019

  • 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

August 14, 2019

  • Form 13F
    13F Quarterly Filing for Q2 2019 is due within 45 days after the end of the calendar quarter.  SEC Fast Answers  |  SEC FAQ

August 29, 2019

  • 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.
  • CPO-PQR Form
    Commodity Pool Operator Form CPO-PQR required to be filed with the NFA for Commodity Pool Operators within 60 days of quarter ending March, June, and September.
  • Form CTA-PR
    Commodity Trading Advisors are required to file Form CTA-PR quarterly with the NFA.

October

October 10, 2019

  • Form 13H
    Form 13H (large trader) quarterly filing for Q3 2019 is due “promptly” for advisers that already have a Form 13H filing obligation and have changes to any of the information reported. Recommended due date is October 10, 2019.

October 15, 2019

  • 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.

November

November 14, 2019

  • Form 13F
    13F Quarterly Filing for Q3 2019 is due within 45 days after the end of the calendar quarter.  SEC Fast Answers  |  SEC FAQ

November 29, 2019

  • 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.
  • CPO-PQR Form
    Commodity Pool Operator Form CPO-PQR required to be filed with the NFA for Commodity Pool Operators within 60 days of quarter ending March, June, and September.
  • Form CTA-PR
    Commodity Trading Advisors are required to file Form CTA-PR quarterly with the NFA.

December

December 17, 2019

  • Annual Renewal Program for IARD System
    The IARD Renewal Program facilitates the annual renewal of investment adviser firms and with their IA representatives’ registration with jurisdictions/states. Preliminary renewal statements for IARD system will be available November 12, 2019 and will be accessible only through the E-Bill System. Renewal statements reflect the registration renewal fees and annual system processing fees for all investment adviser representatives and state-registered investment adviser firms. Deadline for the receipt of preliminary statement payment is December 17, 2019.

 

 

General and Ongoing Obligations:

ADV Part 1

Investment advisers must amend Part 1 of their 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. Other-than-annual amendments must be filed promptly if:

  • Information provided in response to Items 1, 3, 9 (except 9.A.(2), 9.E., and 9.F.) or 11 of Part 1A or Items 1, 2.A. through 2.F., or 2.I. of Part 1B becomes inaccurate in any way.
  • Information provided in the brochure (ADV Part 2A or 2B) becomes materially inaccurate.

ADV Part 2A

An investment adviser registered with the SEC must provide Form ADV Part 2A to a client before or at the time of entering into an advisory agreement with the client. Update 2A promptly (and file) whenever any information becomes materially inaccurate; except no update is required in between annual amendments solely to change amount of client assets or fee schedule. Deliver interim amendments if amendment includes disciplinary information (Item 9). Under the adviser’s ongoing fiduciary obligation, advisers should disclose material changes that do not trigger delivery, i.e., material changes other than to disciplinary information between annual updating amendments.

ADV Part 2B

If an adviser is required to deliver a Form ADV Part 2B, that document should be prepared for certain supervised persons providing advisory services to clients. Advisers are required to deliver all relevant Form ADV Part 2Bs before or at the time the supervised person begins to provide advisory services to the client. Advisers are also required to deliver any newly relevant Part 2Bs to existing clients. Update 2Bs promptly whenever any information becomes materially inaccurate. For example, if the members of an investment team change, then the Form ADV Part 2B must be updated. Advisers are required to deliver updates to Part 2Bs that amend disciplinary information (Item 3). Under the adviser’s ongoing fiduciary obligation, advisers should disclose material changes that do not trigger delivery, i.e., material changes other than to disciplinary information, between annual updating amendments.

Privacy Policy Delivery

Investment advisers are required to provide their clients with a privacy notice describing the adviser’s policies regarding its disclosure of clients’ non-public personal information. It must be provided at the time the client relationship is established, and annually if information is changed, as discussed below.

In December 2015, there was an update to the annual delivery requirement of Regulation S-P. Advisers that (1) do not share nonpublic personal information with nonaffiliated third parties (other than as permitted under certain enumerated exceptions, e.g., to service providers who perform services on behalf of the financial institution, or as necessary to administer a transaction requested or authorized by an individual); and (2) have made no changes to their privacy policies since the last time the policy was sent out, do not have to provide the annual privacy notice. Importantly, however, investment advisers and private funds must still provide an initial privacy policy notice to an individual investor at the time of establishing the relationship with the investor, i.e., in subscription documents or other similar offering documents.

The SEC provides a safe harbor for an adviser to meet its disclosure obligations under Regulation S-P by using the SEC’s 2011 Model Form. Advisers should review their Privacy Notice at least annually and consider whether updates are needed in advance of an annual delivery.

Schedule 13D/13G/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. Schedule 13G is an optional short-form beneficial ownership statement for certain persons subject to Section 13(d) and as a mandatory disclosure statement for persons subject to Section 13(g). The categories of persons eligible to file on Schedule 13G are a qualified institutional investor pursuant to Rule 13d-1(b), a passive investor pursuant to Rule 13d-1(c), and an exempt investor pursuant to Rule 13d-1(d).

Registered investment advisors are considered qualified institutional investors and more likely subject to Section 13(g) as opposed to Section 13(d). Schedule 13G may only be used if the registered investment advisor holds the securities due to its normal course of business and not to affect change or influence control of the issuer (i.e. a passive investor). If a registered investment advisor intends to affect or influence control of the issuer, the more stringent Section 13(d) requirements apply.

An initial Schedule 13G must be filed through the SEC’s EDGAR system within 45 days after the end of the calendar year when the registered investment advisor attains more than 5% beneficial ownership. If a registered investment advisor attains more than 10% beneficial ownership prior to the end of the calendar year, the initial Schedule 13G must be filed within 10 days after the end of the first month in which beneficial ownership exceeds 10% as computed on the last day of the month.

Amendments to Schedule 13G must be filed annually when there are changes, including if ownership decreased below 5% during the year. However, if the initial Schedule 13G reports ownership of more than 5% and the registered investment advisor exceeds 10% prior to the end of the year, an amendment must be filed within 10 days after the month in which beneficial ownership exceeds 10%, as computed on the last day of the month. Thereafter, the registered investment advisor must file an amendment within 10 days after the month when ownership decreases or increases by 5%. Once an amendment has been filed showing change of ownership below 5%, no additional filings are needed.

The due date for filing for the beneficial ownership statement depends on the category of the initial Schedule 13G filer:

  • Passive Investor – 13d-1(c)
    Within 10 days of the acquisition of more than 5% but less than 20%
  • Qualified Institutional Investor – 13d-1(b)
    Within 45 days of the end of the calendar year in which the beneficial owner acquired more than 5% and within 10 days of the end of the calendar month in which the beneficial owner acquired more than 10%

Exempt Investor – 13d-1(d)
Within 45 days of the end of the calendar year in which the beneficial owner acquired more than 5%

SEC Fast Answers  |  SEC FAQ

Form 13H

“Large trader report” must be filed for traders of U.S.-listed equities trading 2 million shares or $20 million on any day or 20 million shares or $200 million in any month. Advisers should monitor trading and file initial Form 13H no later than 10 days after reaching the threshold level. Advisers are required to amend promptly each quarter if there are any changes to report. Annual filing date is 45 days after the end of each full calendar year.

SEC FAQ

Section 16 Filings

Individuals or entities that beneficially own ten percent 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 – 10 days after the individual becomes the reporting person
  • Form 4 – 2 business days after the transaction date
  • Form 5 – 45 calendar days after issuer’s fiscal year-end (February 14, 2019, for adviser with year-end of December 31)

SEC Fast Answers  |  SEC FAQ

Advisers to ERISA Plans

Disclosure of Reasonable Contract or Arrangement under Section 408(b)(2) to ERISA plan clients. The Department of Labor requires investment advisers and other service providers to provide advance disclosures to ERISA plans concerning their services and compensation, both direct and indirect. Advisers entering into new contracts with covered plans must provide the disclosure before the contract is executed. Advisers must disclose any changes to information in the initial disclosures no later than 60 days after learning of the change.

TIC Form SLT

(Aggregate Holdings of Long-Term Securities by U.S. and Foreign Residents)
A private fund manager must file Form SLT on behalf of each U.S. entity it manages if, as of the end of a calendar month, the aggregate GAAP fair market value of the following equals or exceeds $1 billion:

  • all partnership interests held by non-U.S. limited partners in its U.S. partnerships, plus
  • all investments held by its U.S. partnerships representing less than 10% of the voting securities of a non-U.S. portfolio company, plus
  • all long-term debt (more than one-year maturity) held by its U.S. partnerships of a non-U.S. portfolio company.

In general, a private fund manager does not need to report (1) securities held in third-party accounts it manages, (2) co-investments made by its funds’ limited partners, or (3) on behalf of any non-U.S. partnerships it manages. For example, if a U.S. resident fund holds $500 million of foreign long-term securities and a foreign investor holds a $500 million interest in the U.S. resident fund, a Form SLT reporting obligation would be triggered for the U.S. resident fund (or fund manager). Form SLT must be filed no later than the 23rd calendar day of the month following the report as-of date. Form SLT applies to all U.S.-resident custodians (including U.S.-resident banks), U.S.-resident issuers (such as a U.S. fund) and U.S.-resident end-investors (such as a U.S. investment adviser, whether or not registered).

Annual Obligations:

Annual Compliance Review

It is generally considered a best practice to complete the annual compliance review by the end of the first quarter or early in the second quarter of the year (but not absolutely required). Investment advisers should review their compliance policies, code of ethics and overall program. Under Rule 206(4)-7 of the Advisers Act, the annual review should address, at a minimum:

  • Conflicts of interest, including discussion of side letters and performance fees
  • Portfolio management (including best execution, valuation and trade allocation practices and procedures)
  • Internal violations and changes to policies and procedures
  • Code of Ethics and personal trading activities of access persons
  • Trading and Investment Restrictions
  • Protection of client assets including determination for the need of disclosures related to custody and the potential need for a surprise custody exam
  • Business Continuity/Disaster Recovery
  • ERISA (ensure appropriate disclosures have been provided, and testing of ownership percentages of benefit plan investors in funds)
  • Advertising and marketing, focusing on presentation of performance data and ensuring accuracy
  • Changes to the firm’s business and operations that result in changes to policies and procedures
  • Social media policies and procedures
  • Accurate creation and maintenance of required records
  • Cybersecurity

New Issues Rule – Annual Verification

Advisers investing in new issues should contact their clients and investors to verify their eligibility to invest in new issues under FINRA Rules 5130 and 5131. An investment adviser that acquires initial public offerings for a fund or separately managed client account 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 may 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. In addition, the adviser should determine whether any of its personnel need to be registered as “investment adviser representatives” in any state and, if so, register such persons or renew their registrations with the applicable states.

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 on the original Form D file date (i.e., if the initial file date was December 1, 2018, then the annual update will be required to be filed with the SEC by December 1, 2019).

 

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