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2020 Annual Compliance Obligation Reminders

Investment advisers registered with the U.S. Securities and Exchange Commission (SEC) or with a state as well as commodity pool operators (CPOs) and commodity trading advisors (CTAs) registered with the U.S. Commodity Futures Trading Commission (CFTC) are subject to important annual compliance obligations. This summary sets forth the primary obligations of which SEC-registered advisers should be aware. This summary should not be considered an exhaustive list of an SEC-registered adviser’s obligations under the broader federal securities laws, tax laws or applicable state, local or foreign laws. Obligations for state-registered advisers may vary from SEC obligations and clients should feel free to contact us for more information.

List of annual compliance deadlines for SEC-registered advisers 

Obligations for Private Fund Advisers 

Obligations for CTAs 

Obligations for CPOs 

Tax, Treasury and Other Filings 

Form 13F (for December 31, 2019 quarter-end)

 

February 14, 2020

Form 13H (large trader) annual filing for advisers with existing 13H filing obligation

 

February 14, 2020

Schedule 13G annual amendment

 

February 14, 20201

SEC registered advisers and Exempt Reporting Advisers pay IARD fee

 

Before submission of Form ADV

Annual Form ADV update (don’t forget to get “bad boy” certifications from employees prior to filing)

 

Within 90 days of adviser’s fiscal year end (Monday, March 30, 2020 for December 31 fiscal year-end)

Delivery of Part 2A of Form ADV or summary of material changes (Brochure)

 

April 29, 2020

Form CRS

 

June 30, 2020

Review of Compliance Policies and Procedures

 

At least annually

Form PF filers pay IARD fee

 

Before submission of Form PF

Form PF for large hedge fund advisers (for December 31, 2019 quarter-end)

 

February 29, 2020

Form PF for smaller private fund advisers and large private equity fund advisers (December 31, 2019 fiscal year-end)

 

April 29, 2020

Delivery of private fund audited financial statements (for December 31, 2019 year-end)

 

April 29, 2020 (fund of funds by June 28, 2020)

Form D annual amendments

 

One year anniversary from last amendment filing

Disqualifying Events under Rule 506(d) (from certain covered persons)

 

At least once per year

“New Issues” Questionnaire

 

At least once per year

Registered CTA Form PR (for December 31, 2019 year-end)

 

February 14, 2020

Affirm CTA exemption (4.14(a)(8))

 

March 2, 2020

CTA Annual Registration Update to Forms 7-R and 8-R

 

Prior to anniversary of registration

Annual Questionnaire, NFA Membership Dues and Self-Examination Questionnaire

 

Prior to anniversary of registration

Affirm CPO exemptions (4.5 and 4.13)

 

March 2, 2020

Registered Large CPO Form CPO-PQR December 31, 2019 quarter-end report

 

March 2, 2020

Registered Mid-Size and Small CPO Form CPO-PQR year-end report

 

March 30, 2020 (90 days after quarter-end for other than yearend filings)2.

Annual Report (financial statements for registered or 4.7 pools)

 

Within 90 days of the pool’s fiscal year-end

CPO Annual Registration Update to Forms 7-R and 8-R

 

Prior to anniversary of registration

Annual Questionnaire, NFA Membership Dues and Self-Examination Questionnaire

 

Prior to anniversary of registration

NFA By-law 1101

 

Recommendation of annual verification

TIC B Forms

 

Monthly report (January 2020) – by February 15, 2020 Quarterly report (March 31, 2020) – by April 20, 2020

TIC Form SLT

 

Within 23 calendar days of report as-of date3. (February 24, 2020 for January 2020 report)

TIC Form SHCA (Report data as of December 31 no later than the first Friday of March)

 

March 6, 2020

TIC Form SHC (Report data as of December 31 no later than the first Friday of March)

 

March 6, 2020

FATCA information reports filing for 2019 by participants

 

March 31, 2020

FBAR Form FinCEN Report 114 (for persons having a financial interest in or signature authority over a foreign financial account exceeding certain thresholds, unless otherwise deferred pursuant to FinCEN Notices 2015-1, 2014-1, 2013-1, 2012-2, 2012-1, 2011-2 and 2011-1)

 

April 15, 2020

Form BE-13 Surveys (BE-13A, BE-13B, BE-13C, BE-13D and BE-13E) New Foreign Direct Investment Surveys

 

Annual follow-on filings

1. Schedule 13G deadlines depend on the type of adviser and may occur throughout the year as thresholds are met.

2. NFA’s electronic filing systems presume that all CPOs qualify as Large CPOs. To obtain the March 30, 2020 filing deadline applicable to Mid-Sized and Small CPOs, qualified CPOs must log on to the NFA systems and affirmatively select the appropriate AUM in the dropdown menu on the Cover Page of Form CPO-PQR. Mid-Sized and Small CPOs that fail to make this selection by March 2, 2020 will incur a $200/ business day fine. Mid-Sized and Small CPOs that file Form CPO-PQR by March 2, 2020 do not need to make this selection. See FAQ “In reviewing my December 31 Form PQR, I noticed it is due within 60 days, I thought that small and mid-sized CPOs have 90 days to complete the filing” https://www.nfa.futures.org/faqs/members/CPOFormPQR.html.

3. If due date of report falls on a weekend or holiday, TIC Form SLT report should be submitted the following business day.

© 2020 Vedder Price

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About this Author

Joseph Mannon, Investment Lawyer, Vedder Price Law Firm
Shareholder

Joseph M. Mannon is a member of Vedder Price P.C.’s Investment Services group.

Mr. Mannon focuses his practice on legal and compliance matters for investment advisers, mutual funds, closed-end funds and unregistered vehicles such as hedge funds, hedge fund of funds and other investment entities.  With regard to unregistered vehicles, he frequently counsels clients on fund formation and structuring matters for funds organized both in the United States and abroad.  He also counsels clients on issues relating to commodity trading advisers and...

312-609-7883
Cody J. Vitello, Vedder Price Law Firm, Investment Attorney
Associate

Cody J. Vitello is an Associate in the firm’s Financial Institutions group.

Prior to joining Vedder Price, Mr. Vitello worked at the Federal Deposit Insurance Corporation, where he researched and analyzed federal and state bank statutes, regulations and opinions and drafted memoranda, letters and guidelines to be used by in-house staff and outside bank officials. Mr. Vitello also gained general corporate and financial regulation experience while he was an extern at the Commodity Futures Trading Commission and as a student-attorney at the Loyola University Chicago Business Law Center. Prior to attending law school, Mr. Vitello was a Credit Manager at Wells Fargo Financial.  

312-609 7816
Jeff VonDruska Investment Services Lawyer Vedder
Associate

Jeff VonDruska is an Associate in the Chicago office of Vedder Price and a member of the firm’s Investment Services practice group.

His practice includes the representation of investment advisers, family offices, private funds, registered mutual funds, closed-end funds, exchange-traded funds and other financial institutions on a broad range of legal, regulatory, governance, formation, and compliance matters.

Mr. VonDruska has significant experience in regulatory and compliance matters affecting investment advisers,...

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