Year-End Compliance Alert for Investment Managers
With 2015 coming to a close, we would like to take this opportunity to remind you of key legal, regulatory and compliance obligations that may apply to you or your clients heading into 2016. As always, please contact us should you have any questions or require assistance with respect to any of the following matters.
Investment Advisers and Exempt Reporting Advisers
Annual Amendment of Form ADV. Each registered investment adviser (“RIA”) and exempt reporting adviser (“ERA”) must file an annual updating amendment to its Form ADV. The annual amendment must be filed within 90 days of the adviser’s fiscal year end.
Each RIA must also provide to each client an updated Form ADV Part 2A brochure and a summary of material changes to the brochure, if any (or simply a summary of material changes, if any, accompanied by an offer to provide the updated brochure).
Form PF. An investment adviser must file Form PF if it is registered or is required to be registered with the SEC, advises one or more private funds, and has at least $150 million in private fund assets under management. Investment advisers must file Form PF on an annual basis within 120 days of the fund’s fiscal year end.
Commodity Pool Operators and Commodity Trading Advisors
Annual Reaffirmation of CPO Exemption. Commodity pool operators (“CPOs”) and commodity trading advisors (“CTAs”) relying on an exemption from registering with the Commodity Futures Trading Commission (“CFTC”) are required to reaffirm their exemption eligibility within 60 days of the calendar year end.
Forms CPO-PQR and CTA-PR. Registered CPOs and CTAs must file Forms CPO-PQR and CTA-PR, respectively, using the NFA’s EasyFile system. Registered CPOs must file Form CPO-PQR on a quarterly basis within 60 days of the quarters ending in March, June, and September and within 90 days of the calendar year end. Registered CTAs must file Form CTA-PR on a quarterly basis within 45 days of each quarter’s end.
Advisers that are dually registered with the SEC and CFTC may satisfy certain Form CPO-PQR filing requirements when they file Form PF. In order to take advantage of this, the adviser must file Form PF by its Form CPO-PQR deadline.
CPO and CTA Annual Updates. Registered CPOs must distribute an Annual Report to each participant in each pool that it operates, as well as submit a copy of the Annual Report and key financial balances from it to the National Futures Association (“NFA”), within 90 days of the pool’s fiscal year end. An independent CPA must certify the Annual Report.
Additionally, CPOs and CTAs must prepare and file with the NFA an Annual Questionnaire and Annual Registration Update and pay their NFA membership dues and fees.
Additional Compliance Matters
Verification of New Issues Status. Fund managers need to conduct an annual verification of each account to ensure investors are eligible to participate in initial public offerings or new issues pursuant to FINRA Rules 5130 and 5131. While the initial verification requires affirmative representations by account holders, FINRA allows subsequent verifications to be completed through the use of negative consent letters.
Form D Annual Amendments. Form D filings for funds maintaining continuous offerings must be amended annually, on or before the anniversary of the Form D filing or the filing of the most recent amendment. When amending Form D, the fund must update the entire form.
Blue Sky Filings. Fund managers should review their state blue sky filings to ensure they have met any renewal requirements.
Investment Adviser Registration Depository (IARD) Renewal Fees. Annual renewal fees for SEC and state registered investment advisers as well as SEC exempt reporting advisers are due to the IARD by December 12, 2015. Please visit www.iard.com for more information, fee schedules and payment options.
Please feel free to contact us should you have any questions or require assistance with respect to any of the aforementioned items.