Compliance “Must-Knows”
By Meghan Sundquist, Compliance Associate, with contributions from Betsy Harker, Compliance Associate, and Elizabeth Cope, CPA, CSCP, CIPM, CEO & Lead Consultant
We All Need a List
As we embark on a new year, we wanted to provide a list of basic compliance “must-knows.” Whether you are brand new to the industry or seasoned but looking for a reference point, this list will provide a starting point to ensure your firm and compliance program are on the right track.
Regulatory Filings and Deadlines
Let’s start with the most common regulatory filings for investment advisors. Frankly, there are several and some may not apply to you depending on your firm and offerings. We’ve also included any deadlines or timelines applicable.
Form ADV Part 1, 2A, Form CRS
Annual amendment must be filed within 90 days of fiscal year end
Form CRS only applies if you service retail clients
Other Than Amendments due to material changes must be filed promptly, within 30 days of the change
Click here for Form ADV Part 1 instructions.
Click here for Form ADV Part 2 instructions.
Click here for Form CRS instructions.
Form N-PX – required for all institutional investment managers (13F Filers) and registered investment companies who vote proxies and don’t vote proxies
Must file no later than August 31st of each year
Click here for more instructions.
Form 13H – large trader, traders of U.S.-listed equities trading 2 million shares/$20millon in one day or 20 million shares/$200 million in any month
Amend for any changes promptly each quarter, within 10 days of quarter-end
Annual filing date is within 45 days after end of full calendar year
Initial filing due promptly, within 10 days after reaching threshold level
Click here for Form 13H instructions.
Form PF – large liquidity, large hedge fund advisors, for private equity fund advisors w/ at least $150 mil
Large liquidity firms: must file within 15 days of each fiscal quarter end
Large hedge fund advisors: must file with 60 days of each fiscal quarter end
All other funds: must file 120 days after each fiscal year-end
Large hedge fund advisers: must file as soon as practicable a current report upon certain reporting events
Private equity fund advisors w/ at least $150 mil: must file within 60 days of end of each fiscal quarter end a private equity event report upon certain reporting events
Click here for instructions.
Form 13F – must file if the firm has discretion over a least $100 million in Section 13F securities. Click here to find the PDF with the current list.
Initially: Must file within 45 days following the end of the calendar year if the $100 million threshold is crossed on the last trading day of any month during that calendar year
Must file within 45 days of each quarter for the first three quarters of the subsequent calendar year
Click here for instructions.
Form 13G/13D – must file when adviser directly/indirectly acquires beneficial ownership of more than 5% of a class of equity securities, 13G is a short-form for institutional investors or passive shareholders
13G (institutional investors): initial filing due within 45 days of the quarter-end of exceeding 5% or within 5 business days after the month-end of exceeding 10%, amendments filed within 45 days after the quarter-end of a material change or within 5 business days after the month-end of exceeding 10% or a subsequent 5% increase or decrease in beneficial ownership
13G (passive investors): initial filing due within 5 business days of exceeding 5%, amendments filed within 45 days after the quarter -end of a material change or within 2 business days after exceeding 10% or a subsequent 5% increase or decrease in beneficial ownership
13G: must file a final amendment if under the threshold
13D: initial filing due within 5 business days after acquiring more than 5% beneficial ownership or losing eligibility to file on 13G, amendments are due 2 business days after material change
Click here for 13G and 13D filing instructions. Click here for the commentary on these filings by the SEC on July 11, 2025.
Section 16 filings – individuals/entities beneficially own 10% of any class of equity securities registered under Section 12 of the Exchange Act and officers/directors of the issuers of these securities may be required to file Forms 3,4,5 regarding ownership and transactions of these securities
Form 3: due within 10 calendar days of becoming an officer/director/beneficial owner of more than 10%
Form 4: due within 2 business days of transaction
Form 5: due within 45 days after fiscal year end
For more information, click here.
ERISA Schedule C of DOL form 5500 Disclosure
Due by the last day of the seventh month after the end of the plan year (commonly July 31st)
Click here for more information.
TIC Form SLT – aggregate holdings, purchases/sales, fair value changes of long-term securities by U.S. and foreign residents
Due the 23rd calendar day after end of the reporting month
Click here for more information.
CPO/CTA Exemptions
Due within 60 days of calendar year end
CPO Form PQR
Due within 60 days of each calendar quarter end
CTA Form PR
Due within 45 days of each calendar quarter end
Form D
Due within 15 days of the date of first sale of securities and annually thereafter if the offering is continuing at that time
State Notice Filings
Due within 15 days of the date of first sale of securities in the state
GIPS Notification Requirement
Due by June 30th
If you are a publicly traded company or an issuer, please note that there may be other filings applicable. Please consult with legal counsel or an experienced fund administrator to ensure you’ve got any additional filings on your radar.
Disclose, Disclose, Disclose
A frequent mantra amongst compliance professionals, “disclose, disclose, disclose,” includes a set of regulatory disclosures in addition to reports, marketing materials, etc. The list below are a few required disclosures firms must provide to clients.
Form ADV Part 2A
This disclosure, often called the “firm brochure,” is designed to provide a narrative description of the advisor’s business to clients. This includes practices, services, fees, conflicts of interest, and disciplinary history. It should be written in plain English and is required by the SEC. Form ADV Part 2A should be updated annually 90 days after the adviser’s fiscal year-end and disseminated to clients if there are material changes within 120 days of the advisor’s fiscal year end or a letter should be sent to clients offering a copy of the Form ADV 2A for no charge upon request and summarizing any material changes made. Throughout the year, Part 2A must be delivered to clients before or at the time of entering into an advisory agreement. There are instances when an interim filing and delivery to clients is required, such as when there is a new disciplinary activity or it’s considered materially inaccurate. It is critical that advisors confirm the brochure reflects actual practice and properly discloses all material of conflicts of interest.
Form ADV Part 2B
While Part 2A provides information regarding the investment advisor, Part 2B, commonly known as the “brochure supplement”, provides information regarding individuals that meet with clients and make recommendations and/or have discretionary authority. It includes individuals’ educational background, business experience, conflicts of interest, and any disciplinary history. The brochure supplement must be delivered before or at the time the client enters into an advisory agreement. Part 2B is not required to be filed with the SEC, unless the advisor is state registered.
Form ADV Part 3 – Form CRS
Part 3 of Form ADV, often known as Form CRS or client relationship summary, is required only for SEC-registered investment advisors who service retail clients. It provides concise information about the firm such as services, fees, conflicts of interest, disciplinary history, standard of conduct, and questions to ask the professional to better understand their services. In many ways, it is a simplified Part 2A with very specific formatting requirements to support clearer communication with the average investor. Form CRS must be delivered before or at the earliest of:
Prior or at the time of executing an advisory contract
When opening a new account that is different from existing accounts
Prior to providing new services, such as margin capabilities, option eligibility, accounting monitoring, or discretionary trading
Prior to the first time offer of a structured note or private placement
When making a rollover recommendation
Within 60 days of a material change
Within 30 days of client request
Privacy Notice
This disclosure is a result of regulations like the Gramm-Leach-Bliley Act (GBLA) and Reg S-P. It is a document that informs clients about how their personal and financial information is collected, shared, and protected. It should clearly state the types of data collected, the reasons it is shared, and how clients can limit exposure. The Privacy notice must be delivered at the beginning of a customer relationship as well as annually to all clients and within a reasonable time of any material changes.
Disciplinary actions
Investment advisors and IARs must timely report any disciplinary actions involving criminal acts, certain civil and regulatory actions, customer complaints, self-regulatory organization actions, judgments and settlements, and any financial misconduct.
Annual Review Requirements
Along with the various filings and disclosures, firms should also be aware of the requirements for the Annual Review. This is a process required each year to assess the firm’s risks, the effectiveness of the firm’s policies and procedures, and compliance with those policies and procedures. Each year the firm’s CCO should draft a written report outlining the firm’s compliance program, any testing conducted, violations found, and changes made and maintain documentation to support testing and review conducted. Standard areas to include, but of course not limited to, are:
Form ADV Amendment and Delivery
Privacy Policy Delivery
Training Requirements (e.g. IAR CE, annual compliance training, CCO CE)
Policies and Procedures Evaluation – are they sufficient to prevent violations?
Firm Specific Risks– identify the risks and assess whether the compliance program adequately addresses
Active Testing of Procedures– see examples below:
Review trading process/transactions
Review marketing material
Review electronic correspondence (email/text messages) and internal written communications
Review client reporting
Review client contracts
Review billing
Review adherence to restrictions
Review personal trade reporting
Review for Material Non-Public information
Audit client records
Test the BCP and Cybersecurity Plan
Documentation of any recommendations after testing to improve the policies and procedures and implement any changes
Items to include in the written report are:
An outline of areas reviewed
Specific documents and/or policies assessed
A description of the tests performed to evaluate the implementation and effectiveness of the policies and procedures
A summary of all findings
A summary of recommendations to be made to address gaps or issues
A confirmation that the policies and procedures are effective
Rules and regulations, guidance statements, risk alerts issued during period and impact on firm
Significant changes at the firm, if any
Focus areas for following year, if any
While these recommendations are by no means exhaustive, they should provide a basic skeleton for you as we start preparing your compliance program for the new year. Every firm is different, and the CCO should prepare each of these items with care reviewing firm data and practices. As a side note, private fund advisers, publicly traded firms, and others with services outside the normal RIA offering should always consult administrators and legal counsel for additional filings, disclosures, and review requirements.
If you’re a CCO or other compliance professional and are struggling to keep up with all the rules, feel free to click the button below to contact SCS. We would love the opportunity to help simplify the complicated, clarify the confusion, and relieve your compliance overwhelm!
