Compliance Deadlines – Third 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 third 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.

June 30, 2018

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

Form 13H.  Amend filing based on changes during Q2 2018. 

July 15, 2018

Brokerage Committee Meeting.  Conduct quarterly brokerage committee meeting.

July 30, 2018

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

August 14, 2018

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

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.* 

August 29, 2018

PQR Filing (For Registered Commodity Pool Operators).  Small and mid-sized CPOs quarterly reports to be filed using NFA Easy File System.

September 1, 2018

Portfolio Review.  Conduct a review of the portfolios for performance, adherence to stated investment guidelines. 

September 30, 2018

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

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

Anniversary Date of Filing

Advisers should perform a survey of the U.S. states and other jurisdictions where it has made sales of its offering(s).  The results of such survey should be used, among other purposes, to update its Form D(s), and ADV.

Commodity Pool Operator (CPOs) or Commodity Trading Adviser (CTAs) that do not rely on an exemption under CFTC Rule 4.7, who are soliciting new pool participants or are soliciting additional customers, must update their pool disclosure document at least every 12 months.  However, updating may be required more often if there are certain other material changes.

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/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 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.

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

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* 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.