Mark Your Calendars: Key Compliance Dates for Advisers

Mark Your Calendars: Key Compliance Dates for AdvisersIt’s hard to believe that January is almost over and 2013 just a blur.   With matching speed, many of the compliance milestones that an investment adviser faces are fast approaching, and a compliance calendar with the key deadlines will keep you compliant and sane. I promise.

To get you started, some important compliance dates for advisers are:

Form 13F: Institutional investment managers that exercise investment discretion for $100 million or more in Section 13(f) securities, e.g., exchange-traded securities, shares of closed–end investment companies and certain convertible debt securities, must report holdings to the SEC. For firms with a 12/31 quarter end, the deadline is February 14, 2014.

Form 13H: Large traders are required to identify themselves and make disclosures to the SEC via a new form (13H). Under Rule 13h-1, a “large trader” is defined as a person that exercises investment discretion over one or more accounts and effects transactions in NMS securities on behalf of such accounts of at least 2 million shares or $20 million value in a day, or 20 million shares or $200 million value in a month. The filing deadline for the annual 13H is February 14, 2014

Form ADV Updates and Delivery: Investment advisers registered with the SEC must file an annual amendment to their Form ADV Part 1 and 2A within 90 days of their fiscal year end.  Part 1 and 2A must be filed with the SEC through the electronic Web CRD / IARD system.  For any adviser with a 12/31 fiscal year end, the deadline is March 31, 2014.  Firms are also required to deliver to each client a copy of the current brochure (Part 2A) that includes, or is accompanied by, a summary of material changes, or a summary of material changes that includes an offer to provide a copy of the current brochure. Delivery is required within 120 days after fiscal-year end. For any adviser with a 12/31 fiscal year end, the deadline is April 30, 2014. Advisers are not required to deliver brochure supplements (Part 2B) to existing clients annually.

Form PF: All SEC registered investment advisers to one or more private funds with assets under management of at least $150 million must file Form PF with the SEC.  Advisers to large hedge funds (at least $1.5 billion under management) must file quarterly within 60 days of the quarter end; and advisers to large liquidity funds (at least $1 billion under management) must file quarterly within 15 days of the quarter end.  Advisers to other private funds, including smaller private fund advisers and large private equity fund advisers, must file within 120 days of the fiscal year end , i.e. for those of you with a 12/31 fiscal year end,  by April 30, 2014.

Annual Privacy Notice: Under SEC Regulation S-P, an investment adviser must provide its fund investors or clients who are natural persons an annual notice of its privacy policy, even if there are no changes to it.

Schedules 13G and 13D and Section 16 filings may also be applicable to you, with their separate filing deadlines.  You should also mark your calendar for an annual assessment of your compliance program, which warrants a separate post. Stay tuned, and mark your calendars!

As always, if you have questions or comments, please call, e-mail or tweet me @Bettina Eckerle.

Eckerle Law offers legal advice in a variety of transactional and regulatory matters and serves companies’ plenary business law needs. Its founder, Bettina Eckerle, is a veteran of Debevoise & Plimpton and Wachtell, Lipton, Rosen & Katz.  She also served as the General Counsel of two companies en route to IPO. Please visit the Eckerle Law website for more details.