IA brief: Determine 2015 filing deadlines before it’s too late

December 31, 2014

It’s never too early to start planning for 2015 regulatory filing deadlines. There are deadlines applicable to all registered investment advisers and some that require a firm to determine applicability, usually based on services offered or types of investments managed by the firm.

For example, all firms will be required to file an annual amendment or determine eligibility when it comes to 13F securities reporting and only advisers to private funds will be required to file a Form PF. Addressing them now will ensure that required filings and the deadlines associated with them will not be missed.

All firms should have a compliance calendar or playbook that will guide the compliance department and its firms through the annual compliance program. The deadlines mentioned are those with published deadlines usually based on the firm’s fiscal year or quarter end and only one element of the calendar.

A complete compliance calendar will also have the periodic compliance tasks that review and document the compliance program. For example, in January, many firms will distribute and collect the annual attestations from their representatives or distribute the firm’s privacy policy. These items are required on an annual basis but do not have a defined due date.

In an attempt to fine tune an adviser’s compliance calendar, a review of certain regulatory deadlines is suggested. A look at common deadlines through the first half of 2015 will be reviewed, note there are others and this is not a comprehensive list.

The filings include, but are not limited to:

  1. The annual renewal program is applicable to all registered investment advisers with a recent funding deadline on December 12. The renewal program requires a firm to pay registration fees to appropriate jurisdictions for the firm and associated individuals via the Investment Adviser Registration Depository (IARD).However, if there are any changes to the firm’s roster after November 8th and before the closure of the IARD system on the 27th the firm will still have funds due. The final renewal statement will reflect the funds due and will be available for viewing on January 2.

    A final statement is created whether you made adjustments or not, if no adjustments were made, the statement will reflect “paid in full”. If your statement reflects an amount due, then the IARD must receive full payment of the firm’s final renewal statement by January 16 2015.

  2. All advisers are required to file Form PF if they advise private funds greater than $150 million in regulatory assets under management (RAUM) or they solely advise venture capital funds. The Form PF includes detailed information, including the adviser’s assets under management, the investment strategies of the private funds it advises, the fund’s use of leverage, the fund’s counterparty exposure, monthly and quarterly performance information and many other matters.Advisers to private funds with less than $1 billion in RAUM will file a condensed version of Form PF annually while larger advisers will need to complete a longer, more detailed version quarterly.

    The annual filers will have to file within 120 days of the firm’s fiscal year end, which for most would be April 30th as most firms have a December year end and the quarterly filers will be subject to either within 15 or 60 days of each fiscal quarter.

  3. On an annual basis, an adviser must deliver an updated ADV Part 2A (brochure) with a summary of material changes, or a summary of material changes including an offer to provide a full copy of the updated brochure, within 120 days of the end of the firm’s fiscal year. Since most advisers have a fiscal year end of December, the deadline falls on April 30.The brochure is required to be delivered to “clients,” which the Securities and Exchange Commission staff has acknowledged does not include fund investors; however, many fund advisers voluntarily deliver the brochure to fund investors
  4. Any institutional money manager that exercises investment discretion over $100 million of Section 13(f) securities must submit quarterly reports to the SEC listing their holdings.According to the SEC, the institutional money manager definition would include any investment adviser that has the power to determine which securities are bought or sold for the accounts under management.

    Generally, the official list of 13(f) securities includes exchange-traded quoted stocks, equity options and warrants, shares of closed-end investment companies, exchange-traded funds (ETF’s) and certain convertible debt securities. Shares of open-end investment companies are not included and, therefore, should not be listed on Form 13(f).

    The list of 13(f) securities is published on a quarterly basis via the SEC’s website. The most recent list can be found on the SEC website.

    Form 13(f) must be filed within 45 days of the end of each calendar quarter. The initial report must be filed at the end of the first year in which the institutional investment manager exceeds the $100 million threshold.

    For example, if an adviser exceeds the $100 million threshold of 13(f) securities for the first time in June 2014, the firm will need to wait until 2015 to submit its first report no later than 45 days after December 31 which is February 17th. The firm must then file subsequent reports within 45 days of the end of each calendar quarters (March, June and September), even if the market value of Section 13(f) securities falls below the $100 million threshold.

  5. All registered advisers and exempt reporting advisers (“ERAs”) must file an annual amendment to Form ADV with the SEC and/or state securities authorities within 90 days of the end of their fiscal year.The annual amendment to ADV Part 1 must be updated through the Investment Adviser Registration Depository (“IARD”). The Part 1 amendment is used to update information such as number of clients, number of accounts, and regulatory assets under management. In order to get recognition for the filing, be sure to select “annual amendment” when updating the form online.

    In addition, a firm is required to update the Form ADV 2A or brochure, if needed, at the time of annual updating amendment submission.

    A majority of investment advisory firms coordinate their fiscal year end with the end of the calendar year, the deadline falls at the end of March.

  6. An adviser to a private fund may choose to comply with certain custody requirements by having an independent public accountant registered with the Public Company Accounting Oversight Board (PCAOB) prepare audited financial statements in accordance with GAAP and sending such audited financial statements to the investors within 120 days after the fund’s fiscal year end. A fund with a December fiscal year end would have a due date of April 30th.Fund of funds have 180 days after the fund’s fiscal year end or June 29th for a fiscal year end of December.
  7. Advisers who exercise investment discretion over funds that are beneficial owners of 5% or more of a registered voting equity security must report these positions on Schedule 13G or Schedule 13D. Schedule 13G filings must be updated annually within 45 days of the end of the year or the 14th of February.

In addition, advisers who meet the SEC’s large trader thresholds are required to file an initial Form 13H with the SEC within 10 days of crossing the threshold. Large traders also need to amend Form 13H annually within 45 days of the end of the year and make quarterly update filings to the extent that information changes.

(This article was produced by the Compliance Complete service of Thomson Reuters Accelus. Compliance Complete provides a single source for regulatory news, analysis, rules and developments, with global coverage of more than 400 regulators and exchanges. Follow Accelus compliance news on Twitter: @GRC_Accelus)

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