Reference
The compliance calendar for a private fund
Four recurring obligations, each with a date fixed by rule. The one most often missed is the cheapest to meet, and the filing record shows most funds miss it.
A private fund has fewer recurring obligations than most first-time managers expect, and they are all on fixed dates. The difficulty is not volume. It is that three of the four run off your fiscal year, one runs off an anniversary nobody diarises, and missing that one is the single most common lapse in the filing record.
The four dates
| Obligation | When | Applies to |
|---|---|---|
| Form D, initial | 15 days after first sale | Every Reg D offering |
| Form D, annual amendment | On or before the anniversary of the last filing | Offerings still continuing |
| Audited financials to investors | 120 days after fiscal year end | Advisers relying on the audit route to the custody rule |
| Form ADV annual amendment | 90 days after fiscal year end | Registered advisers |
Form D: the anniversary nobody diarises
The initial filing is well known and generally met. The obligation that follows it is neither.
Annually, on or before the first anniversary of the filing of the notice of sales on Form D or the filing of the most recent amendment to the notice of sales on Form D, if the offering is continuing at that time.
Two things about this are easy to get wrong. It runs from the last filing, not from your fiscal year or the fund’s closing date — so every amendment resets the clock. And when you do file it, you cannot simply update the one field that changed:
An issuer that files an amendment to a previously filed notice of sales on Form D must provide current information in response to all requirements of the notice of sales on Form D regardless of why the amendment is filed.
Separately from the annual cycle, an amendment is required as soon as practicable to correct a material mistake, or to reflect a change in the information previously given. Those are event-driven and do not wait for the anniversary.
What the filing record shows about compliance
This is measurable, so we measured it. Take every pooled fund whose first Form D was filed in 2023, and ask whether an amendment followed within a year and a month.
From the filing record
Among funds whose offering amount was stated as “Indefinite” — an open-ended offering, continuing by construction, so the annual amendment squarely applies — only 38.5% filed within a year and a month. 8.0% filed later than that. 53.5% never filed an amendment at all.
n = 6,253 funds.
One caveat, and it matters: Form D has no “we have closed” signal. A fund that terminated its offering has nothing to amend, and we cannot see that from the record, so the 53.5% overstates true non-compliance by some unknown amount. An indefinite offering that shut inside twelve months is unusual, though, and the direction of the finding is not in doubt: the annual amendment is widely skipped.
It is also close to free. The filing takes minutes and costs nothing. The reason it gets missed is that it runs on its own anniversary rather than with the year-end work, so nothing else in the calendar reminds you of it.
Audited financials: 120 days
Most private fund advisers have custody of client assets and satisfy the custody rule through the audit route rather than a surprise examination. That route has a delivery deadline attached:
At least annually and distributes its audited financial statements prepared in accordance with generally accepted accounting principles to all limited partners (or members or other beneficial owners) within 120 days of the end of its fiscal year.
Note the verb. The obligation is not to have an audit by day 120; it is to have distributed the audited statements. The practical consequence is that the auditor’s timetable has to work backwards from the delivery date, and a first-time manager negotiating an engagement letter should fix that date in it.
Form ADV: 90 days
Parts 1 and 2: (i) At least annually, within 90 days of the end of your fiscal year; and (ii) More frequently, if required by the instructions to Form ADV.
This one applies only if you are registered. Whether you have to be is a separate question with its own threshold — see when you must register as an adviser. For a manager below the threshold and relying on an exemption, there is still typically a shorter exempt reporting adviser filing on the same annual cycle.
Form PF: probably not you, yet
Form PF is the obligation first-time managers most often worry about prematurely. It has a threshold:
If you are an investment adviser registered or required to be registered under section 203 of the Act (15 U.S.C. 80b-3), you act as an investment adviser to one or more private funds and, as of the end of your most recently completed fiscal year, you managed private fund assets of at least $150 million, you must complete and file a report on Form PF.
Both conditions must hold: registered and $150 million in private fund assets. A first fund is very unlikely to meet either. The filing frequency and deadlines are set by the Form’s own instructions rather than by this rule, so check those when the threshold actually comes into view rather than relying on a figure quoted second-hand.
What is not on this list
State notice filings and their renewals, which vary by state and by where your investors are — see blue sky notice filings. Tax filings, including the K-1s your investors will ask about long before they are due. And anything your limited partnership agreement promises: reporting commitments in an LPA or a side letter are contractual deadlines, not regulatory ones, and they are frequently tighter than anything above.
Dates here are the federal floor. Read the current text before relying on any of them, and note that the two Investment Advisers Act rules above were fetched from Cornell’s copy because the eCFR was unavailable.
Primary sources
- Form D: initial and annual amendment — 17 C.F.R. § 230.503(a) (via Cornell LII)
- Form ADV annual updating amendment — 17 C.F.R. § 275.204-1(a) (via Cornell LII)
- Audited financials to investors — 17 C.F.R. § 275.206(4)-2(b)(4) (via Cornell LII)
- Form PF threshold — 17 C.F.R. § 275.204(b)-1(a) (via Cornell LII)
Quotations are from the official text as published, retrieved 2026-08-30. Statutes and rules change; check the current text before relying on any of this.
This is general information about how private funds are structured. It is not legal advice, it is not a recommendation, and it is not a substitute for advice about your own facts.
Independent publication. Advertising does not influence what is reported here.