This Memorandum is intended to remind you of certain annual requirements and is divided into five sections. All investment advisers (whether or not registered with the Securities and Exchange Commission (the “SEC”)) should review Section I. In addition to Section I, advisers should also review sections II to V, as applicable. This Memorandum does not address annual requirements imposed at the state level.

I. Requirements Applicable to All Advisers

A. Securities Exchange Act of 1934 Filings.

1. Schedule 13G, Schedule 13D and Section 16 Filings. The annual filing due date for amendments to Schedule 13G is February 14, 2013. In addition to this annual amendment filing obligation, investment advisers may also have initial filing or amendment obligations throughout the year relating to Schedule 13G, Schedule 13D and Section 16 filings.

2. Form 13F. The quarterly filing due dates for Form 13F are February 14, 2013 for the fourth quarter of 2012, May 15, 2013 for the first quarter of 2013, August 14, 2013 for the second quarter of 2013 and November 14, 2013 for the third quarter of 2013.

3. Form 13H. The annual filing due date for amendments to Form 13H is 45 days after the end of each calendar year; therefore, the annual amendment filing for the calendar year ended December 31, 2012 is due February 14, 2013. In addition to the annual amendment filing obligation, advisers may also have amendment obligations throughout the year.

B. Privacy Policy.  Each investment adviser is required to provide its clients with an annual privacy notice describing the adviser’s policies regarding its disclosure of clients’ non-public personal information. The annual notice must be provided at least once in any period of 12 consecutive months. The privacy notice must disclose the types of information the adviser collects and shares with others and the procedures the adviser has implemented to safeguard that information. If an adviser discloses non-public personal information about its clients to third parties (other than to affiliates and certain service providers), the adviser must also provide an “opt-out” notice, giving the client the opportunity to request that the adviser not disclose the information to such third parties. While the SEC does not mandate use of its model privacy notice adopted in 2011 (the “Model Form”), the SEC does provide a safe harbor for an adviser that uses the Model Form to meet its disclosure obligations under Regulation S-P. Accordingly, an investment adviser who has not done so in prior years may wish to review its existing privacy notice as well as the Model Form prior to sending out its annual privacy notice for 2013. In particular, these advisers should consider whether they wish to begin using the Model Form or otherwise make changes to their existing form of privacy notice in light of the Model Form.

C. New Issue Eligibility. An investment adviser may wish to consider obtaining an annual verification of each client’s new issue eligibility status, including both “restricted person” and “covered person” status.

D. Contractual Obligations. Many counterparty agreements, investor side letters and other documents executed by private funds or investment advisers contain periodic notice, reporting or other requirements. We recommend that an adviser review all such documents carefully and comply accordingly.

E. ERISA Disclosure.

1. ERISA Schedule C Disclosure. An investment adviser may be required to provide its ERISA plan clients and investors with certain information relating to ERISA plan assets managed by an investment adviser or invested in an investment adviser’s funds, whether or not the fund is subject to ERISA. This information includes the direct and indirect compensation received with respect to those assets in order to enable ERISA plan clients and investors to file their annual Form 5500 with the Department of Labor (“DOL”), which must be filed by July 31, 2013 (unless an extension is obtained). Our client alert entitled “U.S. Department of Labor Form 5500 Schedule C Reporting” dated January 2012 (which is available on our website) explains these reporting obligations and provides model responses an investment adviser can use to meet its ERISA clients’ reporting needs. Additionally, if (i) an investment adviser has an ERISA plan client or investor that is a participant-directed individual account plan, and (ii) the participant of such plan has selected the investment adviser or the investment adviser’s fund as an investment alternative that has been specifically identified as available under the plan (as opposed to a selection through a “brokerage window” or “self-directed brokerage account”), an investment adviser may be requested to provide certain quarterly and annual investment-related information with respect to such account or investment.

2. ERISA Section 408(b)(2) Disclosure. An investment adviser managing a separate account for an ERISA plan client or managing an ERISA plan asset fund is required to provide its ERISA plan clients with disclosures of the direct and indirect compensation received with respect to plan assets in order to enable the fiduciaries of its ERISA plan clients to rely upon the “reasonable services” exemption to ERISA’s prohibited transaction provisions under Section 408(b)(2). Our client alert entitled “New ERISA Section 408(b)(2) Regulation” dated February 2012 (which is available on our website) explains these disclosure requirements and provides a Disclosure Guide which an investment adviser can follow to meet these obligations. Since an investment adviser is required to update ERISA plans with changes to the information provided, the investment adviser should, at least annually, review the information included in its Disclosure Guide to determine whether any updates are necessary.

F. Private Offering Exemption Filings.

1. SEC Form D. An annual amendment to a private fund’s Form D filing must be made electronically with the SEC for each private fund which (i) relies upon Rule 506 under Regulation D of the Securities Act of 1933, as amended, as a “safe harbor” under the Act’s Section 4(2) private offering exemption from securities registration and (ii) makes a continuous offering. In addition to the annual amendment, updates to such filings may be required if there are material changes to the information included in a filing, e.g., the name or address of the issuer. A fund’s annual amendment is due on or before the anniversary of its initial SEC Form D filing, or if an amendment has been made to its initial filing, on or before the anniversary of the most recently filed amendment. We recommend that investment advisers promptly notify us of all sales and material changes so that we can prepare and make the appropriate filings within the required timeframe.

2. State Blue Sky Notice Filings. A state blue sky notice filing is generally a one-time filing made at the time of the first sale by a private fund (whether a U.S. or non-U.S. private fund) in a state to any U.S. taxable or U.S. tax-exempt investor. There are, however, certain states that have an annual renewal requirement. In addition, updates to state blue sky filings may be required if there are material changes to the information included in a filing, e.g., the name or address of the issuer. We recommend that an investment adviser inform us, within 3 calendar days of a subscription, of all sales that have taken place in any state as the initial filing with a particular state is required to be made within 15 calendar days of the first sale by a fund in that state. Many states impose substantial penalties for late filings. Filings generally consist of a filing fee, a copy of the fund’s SEC Form D and, in some cases, a consent to service of process on Form U-2.

II. Requirements Applicable to SEC Registered Advisers and Exempt Reporting Advisers

A. Form ADV Annual Amendment and Delivery. In addition to any interim required amendments, each registered investment adviser and each exempt reporting adviser¹ must update its Form ADV within 90 days of its fiscal year-end. For an adviser with a fiscal year ending December 31, the annual updating amendment must be filed by April 1, 2013.² Each registered investment adviser and exempt reporting adviser must file all amendments to Part 1A of Form ADV with the SEC electronically through the IARD. In addition, each registered investment adviser must file all amendments to Part 2A of Form ADV (the “brochure”) with the SEC electronically through the IARD and also deliver Part 2A (or provide a summary of material changes to Part 2A with an offer to provide the Part 2A) to its advisory clients. While Part 2B (the “brochure supplement”) is not required to be filed electronically, a registered investment adviser must complete and deliver one or more “brochure supplement[s]” to its advisory clients, as appropriate. We recommend that a registered investment adviser whose clients are private investment funds deliver its “brochure” and “brochure supplement[s]” to all investors in the funds, as appropriate. An adviser must deposit the appropriate filing fee into its IARD account prior to submitting any filing.

B. State Filings. A registered investment adviser and an exempt reporting adviser may be required to make a state notice filing in any state in which an adviser has a specified number of clients. Notice filings may be made on Form ADV by checking the relevant box in Part 1A and depositing the appropriate state fee(s) into the adviser’s IARD account. Further, an exempt reporting adviser may be required to register as an investment adviser in a particular state. As 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 (or investors, in certain circumstances).

III. Requirements Applicable to SEC Registered Advisers

A. Compliance Policies and Procedures. Each registered adviser is required to perform an annual review of its compliance policies and procedures. The annual review must assess the adequacy of the compliance policies and procedures and the effectiveness of their implementation. The SEC has indicated that, in conducting its annual review, a registered adviser should consider any compliance matters that arose during the previous year, any changes in the business activities of the adviser or its affiliates, and any changes in the Investment Advisers Act of 1940, as amended, or applicable regulations that may suggest a need to revise the policies and procedures. In determining the adequacy of an annual review, the SEC has indicated that it will consider a number of factors, including: the persons conducting the review, the scope and duration of the review and the adviser’s findings and recommendations resulting from the review.

We recommend that an adviser document the findings and recommendations resulting from the review. Upon completion of the annual review, the adviser’s compliance manual should be updated to reflect suggested improvements and/or regulatory changes. In connection with the annual review, each registered adviser should perform all other annual reviews required by its compliance manual such as a review of its business continuity and disaster recovery plan.

B. Audited Financial Statements/Surprise Exams. A registered adviser that has custody of a private investment fund’s client assets may satisfy its obligations under the custody rule by providing audited financial statements of the fund to investors in the private investment fund within 120 days after the end of the pool’s fiscal year (180 days under SEC staff guidance in the case of a fund of funds and 260 days in the case of a fund of fund-of-funds). The financial statements must be prepared in accordance with U.S. generally accepted accounting principles by an independent public accountant registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board. For a private investment fund with a fiscal year that ended December 31, 2012, the annual audited financial statements must be sent to investors by April 30, 2013 (June 29, 2013 for a fund of funds). A registered adviser that is deemed to have custody of client funds and securities must engage an independent public accountant to verify by actual examination (surprise exam) at least once each calendar year such client accounts; provided, however, that if such client accounts are private funds that provide investors with audited financial statements (in accordance with the discussion above), the adviser does not have to comply with the surprise exam requirement.

C. Form PF. A registered adviser with at least $150 million in regulatory assets under management attributable to private funds (each, a “Reporting Adviser”)³ must periodically file Form PF through FINRA’s PFRD system. The level and frequency of an adviser’s Form PF reporting obligation will vary depending on the amount and type of private fund regulatory assets managed by such adviser. Reporting Advisers with at least $1.5 billion in regulatory assets under management attributable to hedge funds as of the last day of any month-end in the third quarter of 2012 must file Form PF by March 1, 2013 and must subsequently file Form PF within 60 days after the end of each quarter thereafter (assuming such Reporting Adviser’s regulatory assets under management attributable to hedge funds has not decreased below $1.5 billion).⁴ All other Reporting Advisers must file Form PF by April 30, 2013 (for a Reporting Adviser with a fiscal year-end of December 31, 2012).

IV. Requirements Applicable to Advisers that Trade Futures, Commodities, Certain Swaps and Other Commodity Interests⁵

A. Commodity Pool Operators (“CPOs”).

1. Exempt CPOs. A CPO that filed an exemption with respect to a commodity pool under Commodity Futures Trading Commission (“CFTC”) Rule 4.13 (e.g., Rule 4.13(a)(3)) prior to December 3, 2012 is required to affirm such filing electronically by March 1, 2013. If an exemption was filed after December 3, 2012, then the CPO is not required to submit an affirmation in 2013.

2. Registered CPOs. Annual Report: A CPO that was registered as of December 31, 2012 is required to distribute an annual report, certified by an independent public accountant, to each investor in a pool by March 31, 2013 (for a pool with a fiscal year-end of December 31). A registered CPO must also electronically file a copy of the annual report with the National Futures Association (the “NFA”). A CPO may request an extension prior to the original due date.

Form CPO-PQR: A registered CPO is required to electronically file Form CPO-PQR. A CPO with aggregate gross assets under management equal to or exceeding $1.5 billion must file Form CPO-PQR within 60 days of the close of each calendar quarter. The filing dates for 2013 are March 1, 2013, May 30, 2013, August 29, 2013 and November 29, 2013. All other CPOs must file Form CPO-PQR within 60 days of each quarter ending March, June and September and within 90 days of each calendar year-end. The filing dates for 2013 are March 31, 2013, May 30, 2013, August 29, 2013 and November 29, 2013. A CPO that is also filing Form PF generally does not need to file certain portions of Form CPO-PQR relating to funds that were reported on Form PF.

Annual Questionnaire: A CPO is required to electronically submit to the NFA an annual questionnaire with basic information about the CPO and its related entities.

Compliance Review: A CPO is required to perform an annual review of its operations using the self-examination questionnaire prescribed by the NFA and available on the NFA’s website. Following the review, the CPO is required to sign a written attestation (in a form prescribed by the NFA) representing that it has performed the review.

B. Commodity Trading Advisors (“CTAs”).

1. Exempt CTAs. A CTA that filed an exemption under CFTC Rule 4.14(a)(8) prior to December 3, 2012 must affirm such filing electronically by March 1, 2013. If an exemption was filed after December 3, 2012, then the CTA is not required to submit an affirmation in 2013.

2. Registered CTAs. A CTA that was registered as of December 31, 2012 must electronically file Form CTA-PR by February 14, 2013 (for a CTA with a fiscal year-end of December 31). A registered CTA must also submit an annual questionnaire and perform an annual compliance review in the same manner as a registered CPO as described in “Annual Questionnaire” and “Compliance Review” in Section IV.A.2 above.

V. Requirements Applicable to Private Equity and Venture Capital Fund Advisers

VCOC/REOC Certifications. In the Limited Partnership Agreement of a fund that operates as a “venture capital operating company” (“VCOC”) or a “real estate operating company” (“REOC”) under ERISA, the general partner has usually agreed to deliver to ERISA investors an annual certification regarding the fund’s VCOC or REOC status. Both VCOCs and REOCs must retain documents sufficient to demonstrate compliance with the requirements. Recent investigations by the Department of Labor have been requesting items such as airline, hotel and other expense receipts to demonstrate attendance at the meetings of the Board of Directors and on-site inspections.

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If you have any questions concerning any of these requirements, or if you need assistance with your filings or other documents discussed herein, please contact an attorney in the Investment Management Group at Seward & Kissel.

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¹ An investment adviser exempt from registration pursuant to the private fund adviser exemption or the venture capital adviser exemption (each, an “exempt reporting adviser”) must complete and file with the SEC a “Report by Exempt Reporting Advisers” comprising a limited subset of items on Form ADV Part 1A.

² If the Form ADV annual updating amendment is filed on April 1, 2013, an adviser will not be able to measure its regulatory assets under management as of December 31, 2012 since that date will be more than 90 days from the date of the filing.

³ This Section III.C does not include reporting obligations relating to liquidity funds and their advisers.

⁴ If an adviser manages additional private funds that were not included on its most recent Form ADV filing or has ceased providing advisory services to funds that were previously reported on its most recent Form ADV filing and the adviser needs to file its Form PF by March 1, 2013, then the adviser should consider filing its annual amendment for Form ADV prior to March 1, 2013 in order to avoid the need to file both an other than annual amendment prior to March 1, 2013 and an annual amendment by April 1, 2013.

⁵ An adviser that registered with the CFTC as a CPO and/or CTA effective as of January 1, 2013 will file its first annual report during the first quarter of 2014 and will not be required to conduct a compliance review or complete the annual questionnaire until the fourth quarter of 2013.