Compliance Deadlines – Second 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 second 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.

April 1, 2018

ERISA Schedule C of Form 5500 Disclosure. Adviser may be required to report certain information to its ERISA plan clients and investors for their use in completing Department of Labor Form 5500.

April 10, 2018

Form 13H. Form 13H (large trader) quarterly filing is due for Q1 2018 for advisers that already have a Form 13H filing obligation and have changes to any of the information reported.

April 15, 2018

Form PF for Large Liquidity Fund Advisers. Large Liquidity Fund Advisers must file Form PF with the U.S. Securities and Exchange Commission (“SEC”) on the IARD system within 15 days of each fiscal quarterly end.

Brokerage Committee Meeting. Conduct quarterly brokerage committee meeting.

April 30, 2018

Private Fund Audited Financial Statements. Distribute audited financial statements to investors for any private investment fund for which the adviser or a related person has custody of the fund’s assets, assuming the adviser is registered with the SEC or a state authority.

Annual Delivery of Form ADV Part 2. Send to all clients and fund investors a copy of the adviser’s Form ADV Part 2, assuming the adviser is registered with the SEC or a state authority.[1]

U.S. FATCA Notification Deadline. Deadline for entities established in 2017 and before April 30, 2018 to enroll with the Cayman Islands TIA for U.S. FATCA.

CRS Notification Deadline. Deadline for entities established in 2017 and before April 30, 2018 to enroll with the Cayman Islands TIA for CRS.

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

Code of Ethics and Compliance Manual. Distribute code of ethics and compliance manual to employees, including acknowledgment form.

Annual Filers – Form PF with SEC. Private equity funds and smaller private fund advisers with a December 31st fiscal year end, assuming the adviser is registered with the SEC.

May 15, 2018

Form 13F. File any required Form 13F with the SEC.

May 30, 2018

Privacy Policy Notices. Send an annual privacy notice to every natural person client or fund investor, which could be included with the delivery of Form ADV Part 2 to clients and fund investors. [2]

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.

May 31, 2018

U.S. FATCA Reporting Deadline. Deadline for submission of 2017 U.S. FATCA report to the Cayman Islands TIA.

CRS Reporting Deadline. Deadline for submission of 2017 CRS report to the Cayman Islands TIA.

June 15, 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.[3]

June 30, 2018

Form 13H. Review transactions and assess whether Form 13H needs to be amended.

Form PF. Review assets/holdings to determine filing requirements.

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

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/answers/sched13.htm

Forms 3, 4 & 5 (Sec 16 Filings). Corporate insiders – meaning a company’s officers and directors, and any beneficial owners of more than 10% 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/answers/form345.htm

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 this inquiry by law. Please contact us should the BEA contact you to discuss. A Form BE-13 is required from every U.S. person who 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% 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.

CFTC Form 40. Form 40 (the “Form”) must be completed upon the request of the CFTC. The Form is used to report certain “Reportable Positions” as described in the Form’s instructions.

If you have any questions about this Alert, please contact Daniel G. Viola at 212.573.8038 or dviola@sglawyers.com.

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[1] An adviser is required to deliver Form ADV Part 2 to clients; it is not required to deliver Form ADV Part 2 to investors in a pooled investment vehicle. However, it is considered a best practice and it is recommended that an adviser delivers Form ADV Part 2 to each investor in a pooled investment vehicle.
[2] Although Regulation S-P does not specify the exact day by which the annual privacy notice must be sent, May 30 seems to be an appropriate date because the mailing can be coordinated with delivery of Form ADV Part 2 (which can include the Privacy Policy) to clients or fund investors.
[3] 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.