Compliance Deadlines – Fourth Quarter 2018

There are many regulatory filings and compliance forms that investment managers need to complete throughout the year. Below is a list of some of the key compliance dates for the fourth quarter of 2018. Please note that this is general advice that is applicable to most investment advisers with a December 31st fiscal year end. This list is not exhaustive and contains some best practice compliance suggestions.

October 2, 2018
Review Registered Persons. FINRA suggests that firms review their registered persons to ensure that they have properly and timely reported all appropriate information to Web CRD and that all open branch offices have individuals assigned to them and are accurately reported.

October 10, 2018
Form 13H. Amend filing based on changes during Q3 2018.

October 23, 2018
Forms U5 and BR. Firms may begin to submit post-dated Forms U5 and BR Closing/Withdrawal, which must be dated 12/31/18.

October 30, 2018
Access Person Quarterly Transaction Reports. Collect quarterly reports from access persons for their personal securities transactions.

November 1, 2018
Forms BDW and ADV-W. Firms may begin to submit post-dated Forms BDW and ADV-W, which must be dated 12/31/18.

November 14, 2018
Form 13F. File any required Form 13F with the SEC.
Commodity Trading Advisors (CTA) Form PR. File, as necessary, with the NFA.
FINRA Annual Renewal Program State Notice Filings and Fees. Submit any required notice filings with all appropriate states, which typically are made through the IARD system, and pay an annual fee.

November 30, 2018
Quarterly Employee Compliance Training. Conduct a quarterly employee training session to review requirements under the adviser’s written compliance policies and procedures, including the code of ethics, as well as any material changes to these materials. Maintain list of attendance.*
Form N-Q. Required by registered investment companies as of September 30, 2016.
Cybersecurity Training [best practice]. Conduct periodic training.
Pooled Quarterly Report (PQR)(For Large Registered Commodity Pool Operators). Large sized CPOs quarterly reports to be filed using NFA Easy File System.

December 31, 2018
Form 13H. Amend filing based on changes during Q3 2018.
Form PF. Review assets/holdings to determine filing requirements.
Form 40. Every trader who holds or controls a reportable futures position must file Form 40 with the CFTC by the deadline specified by the CFTC. If Form 40 is required, certain additional books and records requirements apply.
Annual Privacy Mailing. Conduct periodic review, as necessary.
Best Execution Review [best practice]. Brokerage Committee should meet to evaluate best execution.
PQR Filing (For Registered Commodity Pool Operators). Small and mid-sized CPOs quarterly reports to be filed using NFA Easy File System.

Anniversary Date of Filing
Annual Form D. Amendment due on or before anniversary date of prior Form D filing(s).
CPO/CTA Questionnaires. Due on or before anniversary date, and promptly when material information changes

As Necessary:

Registered Investment Advisers (RIAs) – Annual Compliance Program Review.  Rule 206(4)-7 requires RIAs, no less frequently than annually, to conduct a review of the adequacy and effectiveness of their compliance program.  As part of this review, RIAs should review and revise their compliance manual to ensure it reflects all current regulatory requirements.

Schedule 13D. Must be filed within 10 days after acquisition of beneficial ownership of 5% of a voting class of a company’s equity securities registered under Section 12 of the Securities Exchange Act of 1934. See: https://www.sec.gov/fast-answers/answerssched13htm.html
Forms 3, 4 & 5 (Sec 16 Filings). Corporate insiders – meaning a company’s officers and directors, and any beneficial owners of more than ten percent of a class of the company’s equity securities registered under Section 12 of the Securities Exchange Act of 1934 – must file with the SEC a statement of ownership regarding those securities. See: https://www.sec.gov/fast-answers/answersform345htm.html
Bureau of Economic Analysis Filings (“BEA”) (BE-11, BE-13, BE-577, etc.). Should the BEA contact you via letter or otherwise, you are required to respond to their inquiry by law. Please contact us should the BEA contact you to discuss. A Form BE-13 is required from every U.S. person that had direct transactions or positions with a foreign business enterprise in which it had a direct and/or indirect ownership interest of at least 10 percent of the voting stock if an incorporated business enterprise or an equivalent interest if an unincorporated business enterprise at any time during the reporting period.

If you have any questions about the Alert, please contact Daniel G. Viola at 212.573.8038, dviola@sglawyers.com or Eliott Frank at 212.573.8148,  efrank@sglawyers.com.

* The Investment Advisers Act of 1940 does not specify that any training session is necessary, and therefore the date on which training should occur is not specified. However, a registered adviser must distribute and receive signed acknowledgements of changes to its code of ethics. Since the code (as well as an adviser’s compliance policies and procedures) may be amended as part of an adviser’s annual review, as well as at any other time, quarterly training should help to keep personnel up-to-date regarding policies and procedures and otherwise remind personnel of their compliance obligations.