ADVANCED

Certain Upcoming 2017 SEC Regulatory Deadlines for Investment Advisers

Published on: Feb 10th, 2017

This Regulatory Update serves as a review and reminder of certain regulatory requirements that may be applicable to investment advisers during the period from February 2017 through December 2017.

This is not intended to provide an exhaustive list of SEC regulatory requirements nor does it cover state-specific requirements. For purposes of Custody Rule compliance, we have assumed that advisers to private funds rely on the audited financials exception. In addition, it should be noted that the below information does not address any regulatory filings or reports required by the Internal Revenue Service, Department of the Treasury (such as TIC forms), the Commodity Futures Trading Commission, or Department of Labor. The information below is for informational purposes only and is not legal advice; no business or legal decision should be based on its content. It is recommended that filers consult counsel regarding the filings covered in this Regulatory Update.

February 14, 2017.

Form 13F: Investment advisers exercising discretion over $100 million or more in Section 13(f) securities file for the quarter ending December 31, 2016. The SEC’s Official List of Section 13(f) Securities (updates published quarterly) can be found here.

Schedule 13G/Annual Amendment: 13G filers that are beneficial owners of at least 5% of a class of a U.S. public company’s outstanding equity securities for calendar year 2016.

Form 13H/Annual Amendment: Large traders of Regulation NMS securities (i.e., traders of U.S. listed equities or standardized options trading 2 million shares or $20 million on any day or 20 million shares or $200 million in any calendar month) file for 2016. 13H-A also satisfies the fourth quarter filing requirements.

March 1, 2017.

Form PF: Large Hedge Fund Advisers (i.e., SEC-registered investment advisers managing, together with certain related persons, at least $1.5 billion in RAUM attributable to hedge funds as of the last day of any month in the fiscal quarter immediately preceding the most recently completed fiscal quarter) file for Q4 2016.

March 31, 2017.

ADV Part 1A Annual Update: SEC-registered investment advisers with 12/31 fiscal year ends.

ADV Part 2A Annual Update: SEC-registered investment advisers with 12/31 fiscal year ends.

Exempt Reporting Advisers Annual Update: Exempt Reporting Advisers (i.e., exempt private funds advisers and venture capital advisers) with 12/31 fiscal year ends need to complete and file relevant sections of Part 1A.

April 2017.

Form 13H: If there are any changes to report, amendments must be filed promptly following the end of any calendar quarter in which any Form 13H information becomes stale.

April 15, 2017.

Form PF: Large Liquidity Fund Advisers (i.e., SEC-registered investment advisers managing, together with certain related persons, at least $5 billion in combined liquidity fund and registered money market fund AUM as of the last day of any month in the fiscal quarter immediately preceding the most recently completed fiscal quarter) with 12/31 fiscal year end file for Q1 2017.

April 30, 2017.

Updated Form ADV 2A: SEC-registered investment advisers with 12/31 fiscal year-ends must deliver to clients the updated Form ADV 2A or a summary of material changes with offer to provide the updated 2A.

Annual audited financial statements: Deliver to clients for private funds (other than funds-of-funds) with 12/31 fiscal year-ends.

May 1, 2017.

Form PF: Initial Form PF or Annual update due for SEC-registered investment advisers with 12/31 fiscal year-ends that have at least $150 million in RAUM attributable to private funds (other than Large Hedge Fund Advisers and Large Liquidity Fund Advisers), including Large Private Equity Fund Advisers (i.e., SEC-registered investment advisers managing at least $2 billion in RAUM attributable to private equity funds as of 12/31/16).

May 15, 2017.

Form 13F: Form 13F quarterly filing for Q1 2017 for advisers that already have a Form 13F filing obligation.

May 30, 2017.

Form PF: Filing due for Large Hedge Fund Advisers for Q1 2017.

June 29, 2017.

Annual audited financial statements: SEC-registered investment advisers to funds-of-funds with 12/31 fiscal year-ends must deliver these to clients.

July 2017.

Form 13H: If there are any changes to report, amendments must be filed promptly following the end of any calendar quarter in which any Form 13H information becomes stale.

July 15, 2017.

Form PF: Large Liquidity Fund Advisers with 12/31 fiscal year ends for Q2 2017.

August 14, 2017.

Form 13F: 13F Quarterly Filing for Q2 2017 for advisers that already have a Form 13F filing obligation.

August 29, 2017.

Form PF: Large Hedge Fund Advisers with December 31 fiscal year-ends filing for Q2 2017.

October 2017.

Form 13H: If there are any changes to report, amendments must be filed promptly following the end of any calendar quarter in which any Form 13H information becomes stale.

October 1, 2017.

Revised ADV 1A goes into effect for advisers filing an initial ADV or an annual updating amendment.

October 16, 2017.

Form PF: Large Liquidity Fund Advisers (for funds with December 31 fiscal year-ends) filing for Q3 2017.

November 14, 2017.

Form 13F: 13F Quarterly Filing for Q3 2017 for advisers that already have a Form 13F filing obligation.

November 29, 2017.

Form PF: Large Hedge Fund Advisers with December 31 fiscal year-ends filing for Q3 2017.

General ADV Part 1 and 2A Deadlines.

90 days after SEC-Registered Adviser’s Fiscal Year End. SEC-registered investment advisers and exempt reporting advisers file updated Form ADV Part 1 and SEC-registered investment advisers only file updated Part 2A (i.e., March 31, 2017 for December 31 FYE).

120 days after SEC-Registered Adviser’s Fiscal Year End. Deliver to each client either an updated Form ADV Part 2A that includes a summary of material changes (or is accompanied by such a summary) or a summary of material changes with an offer to provide a copy of the updated 2A and information on how to obtain the 2A.

Generally, Throughout Year:

ADV Part 2A: Provide to a client before or at the time of entering into an advisory agreement with the client. Update 2A promptly (and file) whenever any information becomes materially inaccurate; except no update is required in between annual amendments solely to change amount of client assets or fee schedule. Deliver interim amendments if amendment includes disciplinary information (Item 9). Under the adviser’s ongoing fiduciary obligation, between annual updating amendments, disclose material changes that do not trigger delivery, i.e., material changes other than to disciplinary information.

ADV Part 2B: If required to deliver a Part 2B, prepare Part 2B for certain supervised persons providing advisory services to clients. Deliver relevant Part 2Bs before or at the time the supervised person begins to provide advisory services to the client. Deliver any newly relevant Part 2Bs to existing clients. Update 2Bs promptly whenever any information becomes materially inaccurate. Deliver updates to Part 2Bs that amend disciplinary information (Item 3). Under the adviser’s ongoing fiduciary obligation, between annual updating amendments, disclose material changes that do not trigger delivery, i.e., material changes other than to disciplinary information.

SEC Form D: Initial filing within 15 days of first sale of securities. Annual amendment required on or before the anniversary of the filing, if making a continuous offering. Interim amendments after certain changes in information.

Blue sky/state filing requirements: Adviser notice filings, (where applicable) investment adviser representative licensing or qualification. Form D notice filings. See state requirements for the foregoing, as well as annual renewals, required updates, possibility of state registration for exempt reporting advisers, etc.

ERISA: Monitor percentage of pension plan assets for compliance with the “25% limit” (as applicable). As relevant, consult counsel regarding: (i) applicability of the new fiduciary rule and class exemptions; (ii) preparation of information for ERISA plan clients’ Form 5500 disclosure filings; (iii) if managing an ERISA plan asset fund or ERISA plan separate account, ERISA Section 408(b)(2) disclosure; and (iv) ERISA Section 404(a) disclosure.

13D/13G/Section 16 Filings: Monitor holdings for any filings that may be required on Schedule 13D or 13G or under Section 16 – Forms 3, 4 and 5.

13H: Monitor trading and file initial 13H no later than 10 days after reaching the threshold level. Amend promptly each quarter if there are any changes to report. Annual filing date is 45 days after the end of each full calendar year.

Offshore Requirements: Be aware of potential requirements offshore, relevant annual filings, etc.

Annually:

Annual Compliance Review. Review compliance policies, code of ethics and overall program.

Privacy Notice. Send notice describing the adviser’s policies regarding disclosure of non-public personal information to clients and investors (natural persons). Advisers that (i) have not changed their policies and practices regarding such information since the prior privacy notice provided and (ii) provide such information only within Reg S-P’s permitted disclosure provisions may not be required to send an annual privacy notice in reliance on a late 2015 amendment to Gramm-Leach-Bliley.  Consult counsel regarding relying on this exception, and consider revising policies to include the possibility of doing so.

Custody. If the adviser does not rely on the audited financials exception, there must be an annual surprise examination and the adviser must notify clients of new accounts that are opened and take reasonable steps to ensure statements are delivered.

New Issues Rule – Annual Verification. Advisers investing in new issues should contact their clients and investors to verify their eligibility to invest in new issues, e.g., status as “restricted person” and “covered person.”

Bad Actor Rule. Periodic (at least annual) confirmation of “bad actor” status of relevant persons and identification of “covered persons.”

If you would like to know more about how Cordium can assist your firm or to discuss any matters contained within this Regulatory Update, please contact us or your regular Cordium consultant.

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