There are many regulatory filings and compliance forms that investment managers need to complete throughout the year. Below is a list of some of the key compliance dates for the first quarter of 2021. Please note that this is general advice that is applicable to most investment advisers with a December 31st fiscal year-end. This list is not exhaustive and contains some best practice compliance suggestions.
January 11, 2021
Annual Amendment to Form 13H. Any subsequent updates due within 10 days after each quarter-end.
Form PF. Large Liquidity Fund Advisers must file for the quarter ending December 31, 2020.
IARD Filing Fees. Ensure that the IARD account is properly funded to facilitate filing the annual adviser registration renewal Form ADV.
January 30, 2021[1]
Access Person Annual Holdings Reports. Collect annual holdings reports from access persons for their personal securities holdings.
Access Person Quarterly Transaction Reports. Collect quarterly reports from access persons for their personal securities transactions.
February 15, 2021[2]
Annual Amendment to Form 13H. Due 45 days after calendar year end.
Schedule 13G. File any required Schedule 13G with the SEC and the issuer.
Form 13F. File any required Form 13F with the SEC.
Form 5. File any required Forms 5 with the SEC, the issuer and the appropriate exchange.
March 1, 2021
Form PF. Large Hedge Fund Advisers must file for the quarter ending December 31, 2020.
NFA/CFTC. 2019 Annual Exemption Affirmation due.
March 10, 2021
Form N-CSR. This is the certified shareholder annual report for Registered Investment Companies (e.g., mutual funds, exchange traded funds).
March 30, 2021
Form ADV Part 1, Part 2. Amend Form ADV Part 1 and Part 2, file the amended document with the SEC through the IARD system.[3]
Quarterly Employee Compliance Training. Conduct a quarterly employee training session to review requirements under the adviser's written compliance policies and procedures, including the code of ethics, as well as any material changes to these materials. Maintain a list of attendees.[4]
Anniversary Date of Filing
-Annual Form D. Amendment due on or before anniversary date of prior Form D filing(s).
CPO/CTA Questionnaires. Due on or before anniversary date, and promptly when material information changes.
As Necessary
Schedule 13D. Must be filed within 10 days after acquisition of beneficial ownership of 5% of a voting class of a company's equity securities registered under Section 12 of the Securities Exchange Act of 1934. See: https://www.sec.gov/answers/sched13.htm
Forms 3, 4 & 5 (Sec 16 Filings). Corporate insiders - meaning a company's officers and directors, and any beneficial owners of more than ten percent of a class of the company's equity securities registered under Section 12 of the Securities Exchange Act of 1934 - must file with the SEC a statement of ownership regarding those securities. See: https://www.sec.gov/answers/form345.htm
Bureau of Economic Analysis Filings ("BEA") (BE-11, BE-13, BE-577, etc.) Should the BEA contact you via letter or otherwise, you are required to respond to this inquiry by law. Please contact us should the BEA contact you to discuss. A Form BE-13 is required from every U.S. person that had direct transactions or positions with a foreign business enterprise in which it had a direct and/or indirect ownership interest of at least 10 percent of the voting stock if an incorporated business enterprise or an equivalent interest if an unincorporated business enterprise at any time during the reporting period.
If we can be of any assistance with the above, or if you have any questions about this Alert, please contact Daniel G. Viola (Partner) at 212.573.8038, dviola@sadis.com or Eliott Frank (Partner) at 212.573.8148, efrank@sadis.com. In addition, for more information regarding our Regulatory Compliance practice, see our practice page for details. [1] Although Rule 204A-1 does not specify the exact date when annual holdings reports must be submitted by access persons, January 30 seems to be an appropriate time to collect annual holdings reports. Fourth quarter brokerage statements, which generally should be deemed to satisfy this requirement (along with a separate report of any securities which do not appear on the brokerage statements), will be current as of 45 days prior to the date of submission in accordance with the rule.
[2] When a Schedule 13G, Form 13F or Form 5 filing deadline falls on a weekend or federal legal holiday, a person may file a required report on the next business day. See Exchange Act Rule 0-3(a).
[3] If the 90-day deadline for filing the annual Form ADV updating amendment falls on a weekend or a holiday, an adviser's filing deadline is extended by one business day.
[4] The Investment Advisers Act of 1940 does not specify that any training session is necessary and therefore the date of which training should occur is not specified. However, a registered adviser must distribute and receive signed acknowledgments of changes to its code of ethics. Since the code (as well as an adviser's compliance policies and procedures) may be amended as part of an adviser's annual review, as well as at any other time, quarterly training should help to keep personnel up to date regarding policies and procedures and otherwise remind personnel of their compliance obligations.
