The Securities and Exchange Commission today voted to propose amendments to Form PF, the confidential reporting form for certain SEC-registered investment advisers to private funds. The proposed amendments are designed to enhance the Financial Stability Oversight Council’s (FSOC) ability to assess systemic risk as well as to bolster the Commission’s regulatory oversight of private fund advisers and its investor protection efforts in light of the growth of the private fund industry.
At the end of this month, the annual updating amendments for investment advisers’ Form ADV will be due. The following are some of the important annual compliance obligations investment advisers either registered with the Securities and Exchange Commission (the “SEC”) or with a particular state (“Investment Adviser”) and commodity pool operators (“CPOs”) or commodity trading advisors (“CTAs”) registered with the Commodity Futures Trading Commission (the “CFTC”) should be aware of.
This summary consists of the following segments: (i) List of Annual Compliance Deadlines; (ii) 2016 Enforcement Priorities In The Alternative Space; (iii) New Developments; and (iv) Continuing Compliance Areas.
See the deadlines below and in red
As the new year is upon us, there are some important annual compliance obligations Investment Advisers either registered with the Securities and Exchange Commission (the “SEC”) or with a particular state (“Investment Adviser”) and Commodity Pool Operators (“CPOs”) or Commodity Trading Advisors (“CTAs”) registered with the Commodity Futures Trading Commission (the “CFTC”) should be aware of.
See upcoming deadlines below and in red throughout this document.
The following is a summary of the primary annual or periodic compliance-related obligations that may apply to Investment Advisers, CPOs and CTAs. The summary is not intended to be a comprehensive review of an Investment Adviser’s securities, tax, partnership, corporate or other annual requirements, nor an exhaustive list of all of the obligations of an Investment Adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) or applicable state law. Although many of the obligations set forth below apply only to SEC-registered Investment Advisers, state-registered Investment Advisers may be subject to similar and/or additional obligations depending on the state in which they are registered. State-registered Investment Advisers should contact us for additional information regarding their specific obligations under state law.
List of annual compliance deadlines in chronological order:
| State registered advisers pay IARD fee | November-December (of 2013) |
| Form 13F (for 12/31/13 quarter-end) | February 14, 2014 |
| Form 13H annual filing | February 14, 2014 |
| Schedule 13G annual amendment | February 14, 2014 |
| Registered CTA Form PR (for December 31, 2012 year-end) | February 14, 2014 |
| TIC Form SLT | Every 23rdcalendar day of the month following the report as-of date |
| TIC Form SHCA | March 3, 2014 |
| Affirm CPO exemption | March 3, 2014 |
| Registered Large CPO Form CPO-PQR December 31 quarter-end report | March 3, 2014 |
| Registered CPOs filing Form PF in lieu of Form CPO-PQR December 31 quarter-end report | March 31, 2014 |
| Registered Mid-Size and Small CPO Form CPO-PQR year-end report | March 31, 2014 |
| SEC registered advisers and ERAs pay IARD fee | Before submission of Form ADV annual amendment by March 31, 2014 |
| Annual ADV update | March 31, 2014 |
| Delivery of Brochure | April 30, 2014 |
| Form PF filers pay IARD fee | Before submission of Form PF |
| Form PF (for advisers required to file within 120 days after December 31, 2013 fiscal year-end) | April 30, 2014 |
| FBAR Form TD F 90-22.1 (for persons meeting the filing threshold in 2013) | June 30, 2014 |
| FATCA registration | Must be completed by April 25, 2014 |
| Form D annual amendment | One year anniversary from last amendment filingIf the fund will be using 506(c) to generally solicit, the Form D must be amended to check the box that indicates the offering will be made under 506(c) |
Written by: Jessica Brown
On July 25, 2013, the Securities and Exchange Commission’s (“SEC”) Division of Investment Management released its first annual report to Congress, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), regarding how it used private fund data collected from investment advisers on Form PF. Dodd-Frank gave the SEC authority to require registered investment advisers to file reports and maintain records regarding the funds they advise. The SEC adopted Form PF in 2011 as the mechanism through which registered advisers must provide this information to the SEC.
Although it acknowledges that the intent of the Dodd-Frank provision was to provide data for the Financial Stability Oversight Council (“FSOC”) to assess systemic risk, the SEC is using the data to support its own regulatory programs as well.
In this first report to Congress, the SEC indicated that is has been focused on the Form PF electronic filing system, resolving technical issues with security and data collection, guiding Form PF filers through the new form and system, establishing protocols for internal access and protection of data, and providing the FSOC with access to the data. Various divisions of the SEC have begun to use the Form PF data to assist with monitoring, identifying and examining investment advisers and private funds. The SEC also plans to provide non-proprietary Form PF data about large hedge funds to the International Organization of Securities Commission for its report on the global hedge fund market.
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