Dear Clients and Friends,

As you know, there are several annual and periodic reporting requirements for foreign and U.S. investment managers. We want to bring to your attention a number of upcoming annual filing deadlines and compliance requirements that may apply to your business.

February 14, 2020

  • Section 13(f) Filings: quarterly filing applicable to advisers managing at least $100 million in 13(f) designated securities traded on U.S. securities exchanges (including Nasdaq)
  • Section 13(g) Filings: beneficial ownership reports applicable to certain qualified institutional investors and passive investors who have 5 percent or more beneficial ownership of a class of registered equity securities
  • Form 13H: filing applicable to large traders who directly or indirectly exercise investment discretion over one or more accounts and effect transactions in National Market System securities in an aggregate amount equal to or greater than 2 million shares or $20 million during any calendar day or 20 million shares or $200 million during any calendar month

February 29, 2020

  • CPO/CTA Certifications: annual certifications for fund managers relying on the exemption from registration as a commodity pool operator (CPO) with the Commodity Futures Trading Commission (CFTC) set forth in Rule 4.13(a)(3), the so-called de minimis exemption, and those relying on the exemption from registration as a commodity trading adviser (CTA) with the CFTC set forth in Rule 4.14(a)(8)
  • Form PF: report applicable to Securities and Exchange Commission (SEC)-registered investment advisers to large hedge funds who have at least $150 million in regulatory assets under management attributable to such hedge funds (Note: advisers to other types of private funds may have differing filing obligations with respect to Form PF)

March 1, 2020

  • Franchise Tax and Annual Reports Due for Delaware Corporations

March 30, 2020

  • Form ADV: annual updating amendments to Form ADV for registered investment advisers and exempt reporting advisers who operate on a December 31 fiscal year-end

June 1, 2020

  • Franchise Tax Due for Delaware Limited Liability Companies and Limited Partnerships

June 30, 2020

  • Form CRS/Form ADV Part 3: a new requirement applicable to SEC-registered investment advisers that involves filing a written disclosure that provides a retail investor with succinct information about the relationships and services the advisory firm offers to retail investors, fees and costs that retail investors will pay, specified conflicts of interest, standards of conduct, and disciplinary history, among other things; advisers must also deliver the report to their retail investors
  • In addition to the foregoing, there are a number of annual housekeeping tasks that may apply to your business, such as delivering privacy notices to investors, obtaining updated representations in respect of investor eligibility under the "bad actor" and FINRA new-issues rules, performing your annual compliance review, and delivering audited financial statements.
  • Very truly yours,
    The Day Pitney Investment Management Team