2024 RIA Compliance Calendar & Filing Deadlines

Jan 1

2024 SEC Regulatory Deadlines for Investment Advisers

Don’t miss a compliance deadline this year! We have put together a calendar to help you keep track of regulatory filing deadlines for 2024. You might want to bookmark this one. The filing deadlines are listed below in chronological order, with additional details of RIA form and filing obligations toward the end.

**NOTE:

This resource does not address all potential regulatory reporting and compliance obligations.
These deadlines are based on a fiscal year-end of December 31st. If your firm does not have a December 31st fiscal year-end, the dates will need to be adjusted for some filings, including Form ADV and Form PF.

Filing Deadlines in January 2024

Tuesday, January 2nd, 2024

Final Statement Issued for Registration/Notice Filings

FINRA will issue their final invoice, reconciling any amendments you made from the preliminary invoice issued in November. If any differences are present, your firm may request a refund or pay additional fees. If there are no changes, there is nothing more for you to do at this point.

Final payments are due Tuesday, January 26th, 2024, if additional funds are owed. FINRA will resume issuing refund checks on Sunday, January 31st, 2024.

https://www.iard.com/renewal-program

Wednesday, January 10th, 2024

Form 13H Quarterly Filing for Changes

Form 13H (large trader) quarterly filing is due “promptly” for the calendar quarter end Q4 2023 for advisers that already have a Form 13H filing obligation and have changes to any of the information reported. SEC FAQ

Monday, January 15th, 2024

Form PF for Large Liquidity Fund Advisers

Large liquidity fund advisers must file Form PF with the SEC on the IARD system within 15 days of each fiscal quarter end. (This due date assumes a fiscal year end of December 31st and may need to be adjusted according to your firm’s fiscal year end.) SEC FAQ

Tuesday, January 30th, 2024

Quarterly Transactions and Annual Holdings Report

Advisers Act Rule 204A-1(b)(2) requires “access persons” of a registered investment adviser to submit a transaction report to the chief compliance officer or designee covering all transactions involving a reportable security in which the access person had or acquired any beneficial ownership during the previous quarter no later than 30 days after the end of each calendar quarter.

Additionally, access persons must annually submit a list of all accounts and all of their holdings over which they (or those in their household) have beneficial ownership. This is due annually at a date specified by your Firm.

Filing Deadlines in February 2024

Wednesday, February 14th, 2024

Form 13F

Form 13F (institutional manager) quarterly filing for Q4 2023 is due within 45 days after the end of the calendar quarter.

SEC Fast Answers | SEC FAQ

Form 13H Annual Amendment

Form 13H (large trader) annual amendment is due 45 days after calendar year-end for advisers that already have a Form 13H filing obligation. Any subsequent updates are due within 10 days after each calendar quarter-end.

CTA Form PR

Form PR is required to be filed with the National Futures Association (“NFA”) for registered Commodity Trading Advisors. The Form PR report for the calendar year ended December 31, 2023, must be filed electronically using NFA’s EasyFile System within 45 days of the CTA’s calendar year-end.

Form 13G Annual Amendment

Annual amendments are due for advisers that have changes to disclosure information on previously filed 13G form.

Note: The timing for amendments changed with new rules issued by the SEC during 2023 and beginning September 30, 2024, amendments are due quarterly within 45 days after each quarter end and only for material changes.

Form 13D

Quarterly amendments are due within 45 days of each quarter-end for advisers that have material changes to disclosure information on a previously filed 13D form.

Thursday, February 29th, 2024

Form PF for Large Hedge Fund Advisers

Large hedge fund advisers must file Form PF within 60 days of each fiscal quarter end on the IARD system. (This due date assumes a fiscal year end of December 31st and may need to be adjusted according to your firm’s fiscal year end.)

Private Equity Fund Advisers – with at least $150 million in private equity fund assets under management

Within 60 days of the end of each fiscal quarter, each private equity fund adviser must file a private equity event report detailing: (a) the completion of an adviser-led secondary transaction (in which the adviser offered investors the choice to sell or exchange their interests in a private fund); or (b) investor election to remove a fund’s general partner, to terminate a fund’s investment period or to terminate the fund during the preceding quarter. This will be completed in Section 6 of the new Form PF.

Note: this is an amendment to the Form PF rule that became effective December 11, 2023.

Form PF Initial Filing for Large Hedge Fund Advisers that have reached $1.5 billion

Large hedge fund advisers with greater than $1.5 billion in regulatory assets under management (“RAUM”), attributable to hedge funds as of December 31, 2023 must make an initial filing. The initial quarterly Form PF filing is due within 60 days of the fiscal quarter end if an adviser’s hedge fund RAUM exceeds $1.5 billion as of the previous fiscal quarter end. (This due date assumes a fiscal year end of December 31st and may need to be adjusted according to your firm’s fiscal year end.)

CPO and CTA Exemptions

Firms that claimed exemptions from Commodity Pool Operator (“CPO”) registration under CFTC Rule 4.5 or CFTC Rule 4.13(a)(3) (the “de minimis exemption”), or Rules 4.13(a)(1), 4.13(a)(2), 4.13(a)(5), and firms that claimed an exemption from Commodity Trading Advisor (“CTA”) registration pursuant to CFTC Rule 4.14(a)(8) must re-affirm those exemptions on an annual basis, within 60 days of the fiscal year end, or those exemptions will be automatically withdrawn.

CPO-PQR Forms

Large Commodity Pool Operator (AUM greater than $1.5 billion) Form CPO-PQR (December 31st calendar quarter-end report) is required to be filed with the NFA for Commodity Pool Operators. This is due within 60 days of quarter end.

Filing Deadlines in March 2024

Monday, March 25th, 2024

IARD Fees

SEC-registered advisers and exempt reporting advisers are required to pay IARD fees before the submission of the Form ADV annual amendment. (This should be done several days prior to submission as it can take up to 48 hours for the funds to register in the account.)

Saturday, March 30th, 2024

CPO-PQR Forms

Small and Mid-Sized Commodity Pool Operators are required to file their December 31st calendar quarter-end report with the NFA on Form CPO-PQR. Small Commodity Pool Operators (AUM less than $150 million) are required to file Schedule A of CFTC Form CPO-PQR. Mid-Sized Commodity Pool Operators (AUM greater than $150 million) are required to file Schedule A and Schedule B. This is due 90 days after the quarter end. This deadline falls on a Saturday, so we recommend filing the Friday prior on Friday, March 29th, 2024.

Form ADV Part 1 and 2A - Annual Updating Amendment

Existing registered advisers must update their Form ADV (Parts 1A and 2A) within 90 days of their fiscal year end. (This due date assumes a fiscal year end of December 31st and may need to be adjusted according to your firm’s fiscal year end.) This deadline falls on a Saturday, so we recommend filing the Friday prior.

Reminder! The filing fee must be deposited into the adviser’s IARD account before the filing can be submitted. Fees should be paid several days prior to ensure you can submit your filing on time, as funds take time to post.

Form ADV Part 2B

Registered investment advisers should review their Form ADV Part 2B Brochure Supplements to ensure continued accuracy. If you are state registered, you have to upload ADV Part 2B to IARD with your annual amendment.

State Notice Filings

A registered investment adviser and an exempt reporting adviser may be required to make a state notice filing, called “Notice Filings,” in any state in which an adviser has a specified number of clients. Notice filings may be made on Form ADV Part 1 by checking the relevant box and depositing the appropriate state fees into the adviser’s IARD account. Exempt reporting advisers may also be required to register as an investment adviser in some states. Notice filing and investment adviser registration requirements differ from state to state. Each adviser should check the requirements for any relevant state in which it operates or has clients.

Filing Deadlines in April 2024

Wednesday, April 10th, 2024

Form 13H Quarterly Filing for Changes

Form 13H (large trader) quarterly filing is due promptly for the calendar quarter end Q1 2024 for advisers that already have a Form 13H filing obligation and have changes to any of the information reported.

Monday, April 15th, 2024

Form PF for Large Liquidity Fund Advisers

ERISA Schedule C of DOL Form 5500 Disclosure

An adviser may be required to report certain information to its ERISA plan clients and investors for their use in completing Department of Labor Form 5500, including information about compensation received with respect to ERISA plan assets that the adviser manages or that are invested in the adviser’s funds. If you have ERISA plan clients, we recommend that you file this disclosure in April, as ERISA plan clients must file Form 5500 by July 31, 2024.

Friday, April 26th, 2024

Form PF Filing Fee

Advisers required to file Form PF by April 29th, 2024, should ensure IARD filing fees have been paid before filing is due. This should be done several days before submission.

Monday, April 29th, 2024

Form PF

Form PF initial filing is due within 120 days of fiscal year end for private fund advisers that are not large hedge fund advisers or large liquidity fund advisers and manage more than $150 million in regulatory assets under management (“RAUM”), attributable to private funds as of December 31, 2023. (This due date assumes a fiscal year end of December 31st and may need to be adjusted according to your firm’s fiscal year end.)

Form PF Annual Amendment

Form PF Annual Amendment is due within 120 days of fiscal year end for private fund advisers that are not large hedge fund advisers or large liquidity fund advisers and manage more than $150 million in regulatory assets under management, attributable to private funds. (This due date assumes a fiscal year end of December 31st and may need to be adjusted according to your firm’s fiscal year-end.)

Form ADV Part 2A Delivery

120 days after SEC-registered advisers’ fiscal year-end, registered investment advisers that have made material changes to Form ADV Part 2A are required to deliver to each client either an updated Form ADV Part 2A that includes a summary of material changes (or is accompanied by such a summary) or a summary of material changes with an offer to provide a copy of the updated 2A and information on how to obtain the Form ADV Part 2A. (This due date assumes a fiscal year end of December 31st and may need to be adjusted according to your firm’s fiscal year-end.)

Distribute Audited Financial Statements for Private Funds

Private fund investment advisers should have their funds audited by an independent, PCAOB-registered accountant and provide audited financial statements of their funds, prepared in accordance with U.S. generally accepted accounting principles, to the funds’ investors within 120 days of the end of the funds’ fiscal year (for funds with a December 31st fiscal year-end, the date is April 29, 2024). Investment advisers that do not have their private funds audited should determine whether they are deemed to have custody of those funds’ assets and therefore are subject to an annual surprise audit and other requirements.

Notes:

Remember to file an other than annual amendment on your ADV once you have delivered your audited financials to investors to update and check the box under Section 7.B(1), Item B.23(g) if it was originally left unchecked.

The deadline for private funds that are a fund of funds is 180 days after the funds’ fiscal year-end. (June 29, 2024, for funds with a December 31st fiscal year end.)

Tuesday, April 30th, 2024

Quarterly Transaction Report

Filing Deadlines in May 2024

Wednesday, May 15th, 2024

Form 13F

Form 13F quarterly filing is due for Q1 2024 within 45 days after the end of the calendar quarter.

SEC Fast Answers | SEC FAQ

Form 13D

Quarterly amendments are due within 45 days of each quarter-end for advisers that have material changes to disclosure information on a previously filed 13D form.

CTA Form PR

Form PR is required to be filed by CTAs quarterly with the NFA within 45 days following each calendar quarter-end.

Thursday, May 30th, 2024

Form PF for Large Hedge Fund Advisers

Large hedge fund advisers must file Form PF with the SEC on the IARD system within 60 days of each fiscal quarter end. (This due date assumes a fiscal year end of December 31st and may need to be adjusted according to your firm’s fiscal year end.)

Private Equity Fund Advisers – with at least $150 million in private equity fund assets under management

Note: this is an amendment to the Form PF rule that became effective December 11, 2023.

CPO-PQR Form

Commodity Pool Operator Form CPO-PQR required to be filed with the NFA for Commodity Pool Operators within 60 days of calendar quarter end.

Filing Deadlines in June 2024

Sunday, June 30th, 2024

GIPS Notification Requirement

Annually, firms that comply with the Global Investment Performance Standards (GIPS) must notify the CFA Institute of their firm’s claim of compliance. The notification must be submitted annually on the GIPS website by June 30th. This deadline falls on a Sunday, so we recommend notifying the CFA Institute the Friday prior, at the latest.

Filing Deadlines in July 2024

Wednesday, July 10th, 2024

Form 13H Quarterly Filing for Changes

Form 13H (large trader) quarterly filing is due promptly for the calendar quarter end Q2 2024 for advisers that already have a Form 13H filing obligation and have changes to any of the information reported.

Monday, July 15th, 2024

Form PF for Large Liquidity Fund Advisers

Tuesday, July 30th, 2024

Quarterly Transaction Report

Filing Deadlines in August 2024

Wednesday, August 14th, 2024

Form 13F

Form 13F quarterly filing is due for 2Q 2024 within 45 days after the end of the calendar quarter.

SEC Fast Answers | SEC FAQ

Form 13D

Quarterly amendments are due within 45 days of each quarter-end for advisers that have material changes to disclosure information on a previously filed 13D form.

CTA Form PR

Form PR is required to be filed by CTAs quarterly with the NFA within 45 days following each calendar quarter end.

Thursday, August 29th, 2024

Form PF for Large Hedge Fund Advisers

CPO-PQR Form

Commodity Pool Operator Form CPO-PQR is required to be filed with the NFA for Commodity Pool Operators within 60 days of calendar quarter end.

Private Equity Fund Advisers – with at least $150 million in private equity fund assets under management

Note: this is an amendment to the Form PF rule that became effective December 11, 2023.

Friday, August 30th, 2024

Form N-PX for Proxy Voting

Institutional investment managers (those that file 13F or are subject to filing 13F) are required to file Form N-PX annually through EDGAR to identify and report on executive compensation (“say-on-pay”) votes. For advisers that do not vote proxies, Form N-PX must be filed to indicate the Firm does not vote proxies. The first filing is due August 31, 2024, to include all votes made during the period July 1, 2023, through June 30, 2024.

Filing Deadlines in October 2024

Thursday, October 10th, 2024

Form 13H Quarterly Filing for Changes

Form 13H (large trader) quarterly filing is due promptly for the calendar quarter end Q3 2024 for advisers that already have a Form 13H filing obligation and have changes to any of the information reported.

Tuesday, October 15th, 2024

Form PF for Large Liquidity Fund Advisers

Wednesday, October 30th, 2024

Quarterly Transaction Report

Advisers Act Rule 204A-1(b)(2) requires “access persons” of a registered investment adviser to submit a transaction report to the chief compliance officer covering all transactions involving a reportable security in which the access person had or acquired any beneficial ownership during the previous quarter no later than 30 days after the end of each calendar quarter.

Filing Deadlines in November 2024

Thursday, November 14th, 2024

Form 13F

The 13F quarterly filing is due for 3Q 2024 within 45 days of quarter-end.

SEC Fast Answers | SEC FAQ

Form 13D

Quarterly amendments are due within 45 days of each quarter-end for advisers that have material changes to disclosure information on a previously filed 13D form.

Form 13G

The 13G quarterly amendment is due for 3Q 2024 within 45 days of quarter-end for advisers that have material changes to disclosure information on a previously filed 13G form.

Note: The timing for amendments changed with new rules issued by the SEC during 2023 and beginning September 30, 2024, amendments are due quarterly within 45 days after each quarter end and only for material changes.

CTA Form PR

Form PR is required to be filed by CTAs quarterly with the NFA within 45 days following each calendar quarter-end.

Preliminary Statements are Issued for Registration/Notice Filings

FINRA will release a preliminary statement in mid-November. Watch out for this release because it reflects all approved registrations/notice filings for your firm. You must pay the invoice in full by mid-December, but If you have IARs that no longer need to be registered or states you no longer need to notice file in and you do not want to pay the fees for them, then you need to make applicable changes before the last week in December. Doing so will help you avoid unnecessary charges and file for a refund in January!

Friday, November 29th, 2024

Form PF for Large Hedge Fund Advisers

CPO-PQR Form

Commodity Pool Operator Form CPO-PQR is required to be filed with the NFA for Commodity Pool Operators within 60 days of calendar quarter end.

Private Equity Fund Advisers – with at least $150 million in private equity fund assets under management

Note: this is an amendment to the Form PF rule that became effective December 11, 2023.

Filing Deadlines in December 2024

Friday, December 13th, 2024

Payments Due for Preliminary Statement Issued for Registration/Notice Filings

This FINRA statement reflects all approved registrations and notice filings of the firm and investment adviser representatives. You must pay the invoice in full at this time. However, if you have IARs that no longer need to be registered or states you no longer need to notice file in and you do not want to pay the fees for them, then you need to make applicable changes before the last week in December. Doing so will help you avoid unnecessary charges and file for a refund in January!

Thursday, December 26th, 2024

Deadline to File an Other-Than-Annual Amendment for State Registration

This is the last day the FINRA website will allow you to adjust your other-than-annual amendment in relation to state registration. Failure to make these changes before this date will make you ineligible for a refund when the final invoice drops in January.

Click the link below for more information on FINRA’s renewal program:

https://www.iard.com/renewal-program

Tuesday, December 31st, 2024

Final Statement Issued for Registration/Notice Filings

FINRA will issue their final invoice in the first week of January, and if it differs from the preliminary invoice sent in mid-November of this year, your firm may now request a refund.

Click the link below for more information on FINRA’s renewal program:

https://www.iard.com/renewal-program

General and Ongoing Obligations

Form ADV Part 1 – Annual Updating Amendment

Investment advisers must amend Part 1 of their Form ADV promptly during the year if information becomes materially inaccurate, unless the inaccuracies result solely from changes in the amount of client assets managed or changes to the fee schedule.

Form ADV Part 2A

An investment adviser registered with the SEC must provide the ADV Part 2A to a client before or at the time of entering into an advisory agreement with the client. Update and file ADV Part 2A promptly whenever any information becomes materially inaccurate; no update is required in between annual amendments solely to change amount of client assets or fee schedule. Deliver interim amendments if the amendment includes disciplinary information (Item 9). If there are any material changes to your ADV Part 2A either a) deliver a summary of material changes with an offer to provide the complete ADV Part 2A upon request or b) provide the ADV Part 2A with the summary of material changes, within 120 days following the firm’s fiscal year-end.

Form ADV Part 2B

If an adviser is required to deliver a Form ADV Part 2B, that document should be prepared for certain supervised persons providing advisory services to clients. Advisers are required to deliver all relevant Form ADV Part 2Bs before or at the time the supervised person begins to provide advisory services to the client. Advisers are also required to deliver any newly relevant Part 2Bs to existing clients. Update 2Bs promptly whenever any information becomes materially inaccurate. For example, if the members of an investment team change, then the Form ADV Part 2B must be updated. Advisers are required to deliver updates to Part 2Bs that amend disciplinary information (Item 3). Under the adviser’s ongoing fiduciary obligation, advisers should disclose material changes that do not trigger delivery, i.e., material changes other than to disciplinary information, between annual updating amendments.

Form ADV Part 3 / Form CRS

If an adviser is required to deliver a Form CRS to its Retail Investors, that document must be amended within 30 days whenever any information becomes materially inaccurate. You must communicate any changes to existing clients within 60 days, including a summary of those most recent changes. You must also deliver the most recent relationship summary to a retail investor who is an existing client or customer before or at the time you: (i) open a new account that is different from the retail investor’s existing account(s); (ii) recommend that the retail investor roll over assets from a retirement account into a new or existing account or investment; or (iii) recommend or provide a new brokerage or investment advisory service or investment that does not necessarily involve the opening of a new account and would not be held in an existing account, for example, the first-time purchase of a direct-sold mutual fund or insurance product that is a security through a “check and application” process, i.e., not held directly within an account. You also must deliver the relationship summary to a retail investor within 30 days upon the retail investor’s request.

Form 13H

“Large trader report” must be filed for traders of U.S.-listed equities trading 2 million shares or $20 million on any day or 20 million shares or $200 million in any month. Advisers should monitor trading and file initial Form 13H no later than 10 days after reaching the threshold level. Advisers are required to amend promptly each quarter if there are any changes to report. The annual filing date is 45 days after the end of each full calendar year.

SEC FAQ

Advisers to ERISA Plans

Disclosure of Reasonable Contract or Arrangement under Section 408(b)(2) to ERISA plan clients. The Department of Labor requires investment advisers and other service providers to provide advance disclosures to ERISA plans concerning their services and compensation, both direct and indirect. Advisers entering into new contracts with covered plans must provide the disclosure before the contract is executed. Advisers must disclose any changes to information in the initial disclosures no later than 60 days after learning of the change.

Annual Obligations

Schedule 13D/13G/Section 16 Filings

Advisers should monitor holdings for any filings that may be required on Schedule 13D or 13G or under Section 16. Advisers are required to file Schedules 13D or 13G when the adviser directly or indirectly acquires beneficial ownership of more than 5 percent of a class of equity securities. Schedule 13G is an optional short-form beneficial ownership statement for certain persons subject to Section 13(d) and as a mandatory disclosure statement for persons subject to Section 13(g). The categories of persons eligible to file on Schedule 13G are a qualified institutional investor pursuant to Rule 13d-1(b), a passive investor pursuant to Rule 13d-1(c), and an exempt investor pursuant to Rule 13d-1(d).

Registered investment advisers are considered qualified institutional investors and more likely subject to Section 13(g) as opposed to Section 13(d). Schedule 13G may only be used if the registered investment adviser holds the securities due to its normal course of business and not to affect change or influence control of the issuer (e.g., a passive investor). If a registered investment adviser intends to affect or influence control of the issuer, the more stringent Section 13(d) requirements apply.

An initial Schedule 13G must be filed through the SEC’s EDGAR system within 45 days after the end of the calendar year when the registered investment adviser attains more than 5% beneficial ownership. If a registered investment adviser attains more than 10% beneficial ownership prior to the end of the calendar year, the initial Schedule 13G must be filed within 10 days after the end of the first month in which beneficial ownership exceeds 10% as computed on the last day of the month.

Amendments to Schedule 13G must be filed annually when there are changes. However, if the initial Schedule 13G reports ownership of more than 5% and the registered investment adviser exceeds 10% prior to the end of the calendar year, an amendment must be filed within 10 days after the month in which beneficial ownership exceeds 10%, as computed on the last day of the month. Thereafter, the registered investment adviser must file an amendment within 10 days after the month when ownership decreases or increases by 5%. Once an amendment has been filed showing change of ownership below 5%, no additional filings are needed.

The due date for filing for the beneficial ownership statement depends on the category of the initial Schedule 13G filer.

Qualified Institutional Investor – 13d-1(b)

Within 45 days of the end of the calendar year in which the beneficial owner acquired more than 5% and within 10 days of the end of the calendar month in which the beneficial owner acquired more than 10%

Passive Investor – 13d-1(c)

Within 10 days of the acquisition of more than 5% but less than 20%

Exempt Investor – 13d-1(d)

Within 45 days of the end of the calendar year in which the beneficial owner acquired more than 5%

Section 16 Filings

Individuals or entities that beneficially own 10% of any class of equity securities registered under Section 12 of the Exchange Act, and officers or directors of the issuers of these securities, may be required to file Forms 3, 4, and 5 regarding their ownership of and transactions in these securities.

Form 3

10 days after the individual becomes the reporting person

Form 4

2 business days after the transaction date

Form 5

45 calendar days after issuer’s fiscal year end (February 14, 2024, or adviser with fiscal year end of December 31st)

SEC Fast Answers | SEC FAQ

TIC Form SLT

(Aggregate Holdings of Long-Term Securities by U.S. and Foreign Residents)

A private fund manager must file Form SLT on behalf of each U.S. entity it manages if, as of the end of a calendar month, the aggregate GAAP fair market value of the following equals or exceeds $1 billion:

all partnership interests held by non-U.S. limited partners in its U.S. partnerships; plus
all investments held by its U.S. partnerships representing less than 10% of the voting securities of a non-U.S. portfolio company; plus
all long-term debt (more than one-year maturity) held by its U.S. partnerships of a non-U.S. portfolio company.

In general, a private fund manager does not need to report

(1) securities held in third-party accounts it manages;

(2) co-investments made by its funds’ limited partners; or

(3) on behalf of any non-U.S. partnerships it manages.

For example, if a U.S. resident fund holds $500 million of foreign long-term securities and a foreign investor holds a $500 million interest in the U.S. resident fund, a Form SLT reporting obligation would be triggered for the U.S. resident fund (or fund manager). Form SLT must be filed no later than the 23rd calendar day of the month following the report as-of date. Form SLT applies to all U.S.-resident custodians (including U.S.-resident banks), U.S.-resident issuers (such as a U.S. fund) and U.S.-resident end-investors (such as a U.S. investment adviser, whether or not registered).

Annual Compliance Review

It is generally considered a best practice (but not absolutely required) to complete the annual compliance review by the end of the first calendar quarter or early in the second calendar quarter of the year. Investment advisers should review their compliance policies, code of ethics, and overall program. Under Rule 206(4)-7 of the Advisers Act of 1940, the annual review should address, at a minimum:

Conflicts of interest, including discussion of side letters and performance fees;
Portfolio management (including best execution, valuation and trade allocation practices and procedures);
Internal violations and changes to policies and procedures;
Code of Ethics and personal trading activities of access persons;
Trading and Investment Restrictions;
Business Continuity/Disaster Recovery;
ERISA (ensure appropriate disclosures have been provided, and testing of ownership percentages of benefit plan investors in funds);
Advertising and marketing, focusing on presentation of performance data and ensuring accuracy;
Changes to the firm’s business and operations that result in changes to policies and procedures;
Social Media policies and procedures;
Accurate creation and maintenance of required records; and
Cybersecurity.

Effective November 14, 2023, documentation must be maintained to substantiate the Annual Compliance Review.

New Issues Rule – Annual Verification

Advisers investing in new issues should contact their clients and investors to verify their eligibility to invest in new issues under FINRA Rules 5130 and Rule 5131. An investment adviser that acquires initial public offerings for a fund or separately managed client account must obtain written representation initially and reaffirm every 12 months from the fund or the account’s beneficial owner confirming their eligibility status (“restricted” or “non-restricted”) to participate in new issues. This annual reaffirmation may be obtained through “negative consent” letters.

State Notice Filings/Investment Adviser Representatives

When taking on clients in a state where the adviser has not previously noticed filed or registered, the adviser should review that new state’s notice and registration requirements to determine whether it needs to make any new notice filings via IARD. In addition, the adviser should determine whether any of its personnel need to be registered as “investment adviser representatives” in any state and, if so, register such persons or renew their registrations with the applicable states.

Continuing Education for IARs

Certain states now require Investment Adviser Representatives of Investment Advisers to complete 12 Continuing Education credits each year to maintain their registration in that state. The 12 credits must include 6 credits in Products and Practices and 6 credits in Ethics and Professional Responsibility. The courses must be completed through approved course providers, who will submit attendance reports to the required entity. Currently, the following states require continuing education: Arkansas; California; Colorado; Florida; Hawaii; Kentucky; Maryland; Michigan; Mississippi; Nevada; North Dakota; Oklahoma; Oregon; South Carolina; Tennessee Vermont; Washington D.C.; Wisconsin.

Looking forward, the U.S. Virgin Islands will require continuing education effective in 2025.

Check NASAA annually for any new states that may begin to require continuing education.

Blue Sky Filings/Form D

Many state securities “blue sky” filings expire on a periodic basis and must be renewed. Review blue sky filings for funds to determine whether any updated filings or additional filings are necessary. If you have had a sale in a state in which you are not already filed, the blue sky filing will need to be filed within 15 days of the sale within that state, with an exception for Florida which does not require these filings. Form D filings for continuous offerings are required to be amended with the SEC on an annual basis based upon the original Form D file date (i.e., if the initial file date is December 1, 2023, then the annual update will be required to be filed with the SEC by December 1, 2024).

Compliance CalendarFiling Deadlines2024

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