INTRODUCTION

Compliance Reminders for 2022

Registered investment advisers to private funds clients are required to make filings with the Securities and Exchange Commission (SEC) each year and deliver certain information to their clients. In particular, registered investment advisers must:

  • File their annual amendment to Form ADV by March 31, 2022 (if their fiscal year end is December 31).
  • Deliver their brochure (or Form ADV Part 2) to their clients by April 30, 2022.
  • If using client audited financial statements to comply with the custody rule, deliver such financial statements to clients by April 30, 2022.
  • File Form PF either on April 30, 2022, or, if the investment adviser is a "large hedge fund adviser," 60 days after the end of each quarter.1
  • Deliver their privacy notices if they share information or have changed their policies.
  • Review their compliance policies annually.
  • Review trades and holdings reports.

Registered investment advisers should also prepare to be fully compliant with the new marketing rule by November 4, 2022.

In addition, investment managers to funds investing in securities should consider if they have to file:

  • Form SHC by March 4, 2022 due to a US fund's ownership of more than $200 million of foreign securities (such as a foreign master fund).
  • Form 13F, by 45 days after the end of each quarter (including by February 14, 2022) if the manager has investment discretion over more than $100 million of 13(f) securities (securities included on the 13(f) list available here).
  • Schedule 13Gs and amendments thereto (which amendments must be filed by February 14, 2022) or, for investors that acquired the securities for the purposes of influencing control of the issuer, Schedule 13D.
  • Form 13H, for persons with investment discretion over accounts with transactions of (i) 2 million shares, or $20 million in fair market value in NMS securities; or (ii) 20 million shares, or $200 million in fair market value in NMS securities (exchange-listed securities no matter where traded).
  • Form 3 or 4 if they beneficially own more than 10 percent of a class of equity securities registered under the Exchange Act or have a director representative on the board.

Commodity pool operators (CPOs) relying on the exemption from registration under Commodity Futures Trading Commission (CFTC) Regulation 4.13(a)(3) and commodity trading advisors (CTAs) relying on the exemption from registration under CFTC Regulation 4.14(a)(8) must re-affirm their exemption within 60 days of the end of the year (i.e., by March 1, 2022). Registered CPOs that are exempt under CFTC Regulation 4.7 must (i) file Form PQR with the National Futures Associates (NFA) within 60 days of the end of each calendar quarter, (ii) file and distribute audited financial statements for the pool within 90 days of the end of the fiscal year, (iii) distribute periodic reports within 30 days of the end of each calendar quarter, (iv) complete the NFA's annual questionnaire by its membership anniversary date, (iv) complete the NFA's Self-Examination Questionnaire, and (v) test its disaster recovery plan. In addition, registered CTAs that are exempt under CFTC Regulation 4.7 advising a pool for which it or an affiliate acts as CPO must (i) file Form PR with the National Futures Associates (NFA) within 45 days of each calendar quarter, (ii) complete the NFA's annual questionnaire by its membership anniversary date, (iii) complete the NFA's self-examination questionnaire, and (iv) test its disaster recovery plan.

Finally, investment managers should also consider their obligations that recur once a year, such as an annual certification of restricted person status under the new issues rules, filing annual amendments to Form Ds, and re-confirming the bad actor status of an open fund's investors (if the fund issues voting securities), executive officers, directors, and compensated solicitors. For a more complete list of compliance dates for 2022, please see the calendar below. Note that information regarding reports with the Internal Revenue Service (including the report of foreign bank and financial accounts) and non-U.S. filing obligations do not appear on this list.

To view the full article, please click here.

Footnote

1. "Large liquidity fund advisers" are not addressed in this alert or in the calendar but are required to file a Form PF amendment within 15 days of the end of the relevant quarter.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.