Year-End Compliance Program Maintenance for Private Fund Managers

Year-End Compliance Program Maintenance Required Annual Compliance Review of Policies and Procedures Form ADV Update Form PF Update Regulatory Filings: Forms 13D; 13G; 13F; and 13H CFTC/NFA Filings Form D and Blue Sky Filings Employee Training Employee Certifications and Acknowledgements Annual Audits

Develop a Plan Identify and Prioritize Delegate and Manage Develop a Compliance Calendar to identify upcoming regulatory and compliance obligations and prioritize resources accordingly. Delegate and Manage Assign teams to specific duties in order to mitigate the administrative burden of adhering to regulatory and compliance obligations. Execute and Review Consistent tracking and review of progress allows CCOs to develop solutions to problems as soon as they arise.

Annual Compliance Review Pursuant to Rule 206(4)-7 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), registered investment advisers must conduct a review of their compliance program to determine the effectiveness and adequacy of the program’s policies and procedures. Although the Advisers Act does not specify the areas that must be reviewed, registered investment advisers should review the following areas, in accordance with their strategy, size and specific compliance risks.

Annual Compliance Review Marketing and Other Investor Communications Marketing Material Review Process Offering Documents, Term Sheets and One-Pagers Pitch Books and DDQs Review of Periodic Investor Reports Portfolio Management; Monitoring of Adherence to Investment Mandates/Style Drift Use of Research Consultants and Expert Networks, as applicable Investment Mangement Agreements Employee/Firm Co-Investment Vehicles Custody Determination of which Client Assets to Custody Receipt of Quarterly Statements from Qualified Custodians Protection of Client Assets/Custody Financial Records Expense Allocation Valuation Process Employee Conflicts of Interest Electronic Communications Personal Trading Process and Restricted List Policies Gifts and Entertainment Outside Business Activities Political Contributions Whistleblower Compliance Trading Practices (Hedge Funds) Trade Errors Best Execution Soft Dollar Arrangements Information Security Confidentiality and Protection of Investor Information Adherence to Privacy Regulations Business Continuity/Disaster Recovery Plans

How to Conduct an Annual Compliance Review Recruit Internal and/or External Resources to Conduct the Annual Review Identify at Least Three Compliance Areas to Review in Accordance with: Compliance Issues that Arose During the Previous Year Changes in the Business New SEC Rules, Guidance and/or Reporting Requirements Conduct the Annual Compliance Review Review Compliance Policies and Procedures Conduct Forensic Testing (as applicable) Prepare a Report Outlining Methodology and Results

Advisers Act Regulatory Filings: Form ADV and Form PF Form ADV: Registered investment advisers and exempt reporting advisers must update the Form ADV within 90 days of the adviser’s fiscal year end. Form PF: Registered investment advisers, with at least $150 million in Regulatory Assets Under Management (RAUM), attributable to solely private funds, must file Form PF within 120 days of the adviser’s fiscal year end or for certain hedge fund managers with over $1.5 Billion in RAUM, within 60 days of the end of the fiscal quarter. Annual IARD Fees: Investment advisers should ensure their IARD account is sufficiently funded in order to guarantee timely filing of Form ADV and Form PF.

Exchange Act Regulatory Filings: 13D, 13F, 13G and 13H Schedule 13D – Investment mangers, funds or other persons that are direct or indirect beneficial owners of more than 5% of publicly traded U.S. equity securities must file Schedule 13D, within 10 calendar days of crossing the threshold. Schedule 13G –Schedule 13G is the short-form version of Schedule 13D. Investment managers, funds or other persons that are direct or indirect beneficial owners of more than 5% of any class of publicly traded U.S. securities and qualify as a qualified institutional investor or a passive investor, may file a Schedule 13G, within 10 days of the initial acquisition or within 45 days of calendar year end, in accordance with whether the investor is classified as an exempt investor, qualified institutional investor, or passive investor. Form 13F – Institutional investment managers that exercise investment discretion over $100 million or more of certain equity securities, identified by the SEC, must file a Form 13F quarterly, disclosing their holdings, within 45 days of year-end and each of the first three calendar quarters. Form 13H “Large Trader” – Firms that directly or indirectly exercise transactions in NMS securities in an aggregate amount equal or greater to: (a) in a day: 2 million shares or a fair market value of over $20 million or: (b) during a month 20 million shares with a fair market value of over $200 million, must file the initial Form 13H, promptly within meeting the thresholds, and within 10 days of any calendar quarter for which the information becomes inaccurate.

Annual CFTC/NFA Requirements The following items must be filed and/or updated annually, on the anniversary of the Firm’s NFA membership. Annual NFA Questionnaire NFA’s Self-Examination Questionnaire Annual NFA/CFTC Dues Annual Registration Update Test Disaster Recovery Plan

Annual CFTC/NFA Requirements Audited pool financials must be filed within 90 days of fiscal year-end (for each pool). CPO-PQR filings must be filed quarterly, within 60 days of quarter-end. CTA-PR filings, must be filed quarterly, within 60 days of quarter-end. Annual re-certification of 4.13(a)(3) exemption must be filed within 60 days of calendar year-end. By-law 1101 certifications should be conducted at least annually but preferably on a rolling basis. Ethics training should be conducted in accordance with the firm’s business model, composition of its sales force and the format of training.

Additional Regulatory Filings Form D Filings: Form D amendments should be made annually, prior to the anniversary of the initial Form D filing. TIC Forms including Form SLT: Registered investment advisers should assess on an annual basis whether they have triggered a Form SLT or other TIC form filing requirements. Blue Sky Filings: On an annual basis, investment advisers should review their current blue sky filings to ensure that additional disclosure(s) are not necessary and the appropriate fees have been paid to each state.

Employee Compliance Training CCOs must ensure that written compliance policies and procedures are supplemented with compliance training for employees. Compliance Manual Marketing and Advertising Stress the types of prohibited advertisements in accordance with the SEC’s Advertising Rule. Explain what employees can and cannot do when formulating marketing pieces. Reiterate policies and procedures to avoid general solicitation. Information Security Provide employees with guidelines to protect and confidential client-related and investor-related information. Cybersecurity Summarize the controls in place to prevent or mitigate cyber-threats and employees’ roles in preventing cyber-related incidents. Electronic Communications Ensure employees are aware that there should be no expectation of privacy in their electronic communications and that all electronic communications are reviewed. Social Media Employees must be aware to not use social media to conduct any substantive advisory business.

Employee Compliance Training Code of Ethics Employee Personal Trading Explain procedures for pre-clearing and performing trades. Stress regulatory requirements specific to collecting holdings reports and reviewing transaction reports. Outside Business Activities Remind employees to disclose all outside business activities as they may present potential conflicts of interest. Gifts and Entertainment Explain how giving and receiving gifts and entertainment can quickly become a conflict of interest. Political Contributions Emphasize the Pay-to-Play rule and how it impacts employees’ contributions to campaigns.

Employee Compliance Forms Management During the year, various disclosures, certifications and attestations are required to be submitted by employees. CCOs should ensure that all required compliance forms are collected from employees, with their distribution and receipt documented. Furthermore, CCOs must ensure that information collected from employees is accurate, with any changes recorded promptly. Among the compliance forms typically distributed and collected include: Initial and Annual Acknowledgements confirming receipt and agreement to abide by the Code of Ethics and Compliance Manual; Initial and Annual Holdings Reports; and Employee Questionnaires, including disclosures regarding OBAs, Personal Trading and Political Contributions.

Annual Audits and Record Keeping Send Updated Form ADV Part 2 to Each “Client” Conduct Annual Custody Rule Audit Deliver Audited Financial Statements to Investors Distribute Annual Privacy Notice to Investors Review Pay-to-Play and Lobbyist Rules, State-by-State Service Provider Due Diligence Consult Accountants and/or Tax Counsel Regarding FATCA

Regulatory Filings, Deadlines and Thresholds Who Must File? Filing Deadlines Form ADV Investment Advisers With: < $25 Million in Regulatory Assets Under Management (RAUM): State Registration may be required; $25 Million - $100 Million in RAUM: SEC or State Registration may be required; $25 Million - $150 Million in RAUM attributable to solely private funds: Firm may be eligible for the Small Private Fund Exemption; ≥$100 Million in AUM: SEC Registration required. File Form ADV within 90 days of the adviser’s fiscal year end; or Promptly file Form ADV amendments upon a material change to the business. Form PF Registered Investment Advisers (RIAs) with at least $150 Million in RAUM, attributable to solely private funds. File Form PF within 120 days of the adviser’s fiscal year end; or For certain managers with over $1.5 Billion in RAUM, Form PF must be filed within 60 days of the end of the fiscal quarter. Form PQR   Small Commodity Pool Operators (CPOs): <$150 Million in aggregated pool AUM; Mid-Sized CPO: $150 Million - $1.5 Billion in aggregated pool AUM; Large CPO: $1.5 Billion+ in aggregated pool AUM. CPO/RIA: Commodity Pool Operator and Registered Investment Adviser. Small CPO: File NFA’s Form PQR quarterly, within 60 days of quarter end and CFTC’s Form PQR Schedule A, plus Schedule of Investments annually, within 90 days of year-end; Mid-Sized CPO: File NFA’s Form PQR quarterly, within 60 days of quarter end and CFTC’s Form PQR (Schedules A and B) annually, within 90 days of year-end; Large CPO: File CFTC Form CPO-PQR (Schedules A, B and C) quarterly, within 60 days of quarter end. CPO/RIAs that File Form PF with the SEC will be required to file the NFA’s Form PQR quarterly, within 60 days of quarter end except for the quarter ending December 31, in which the CPO can file the CFTC’s Form PQR, Schedule A plus the Schedule of Investments, within 60 or 90 days, in accordance with the size of the CPO.

Regulatory Filings, Deadlines and Thresholds Who Must File? Filing Deadlines Form PR Commodity Trading Advisers (“CTAs”) registered with the NFA must file NFA Form CTA-PR. File Form CTA-PR within 45 days of calendar quarter end. CPO Registration Exemption Commodity Pool Operators (“CPOs”) that trade futures and swaps within the de minimis threshold. File CPO Registration Exemptions within 60 days after the end of the calendar year. Form SLT   A U.S. person whose holdings of reportable securities meet or exceed $1 billion and is included in one of the three categories outlined below must file Form SLT: A U.S. resident-end investor of long-term foreign securities; A U.S. resident custodian of long-term foreign securities; and/or A U.S. resident issuer of U.S. securities held by foreign residents. File Form SLT monthly, on the 23rd of the month, following the report as-of date.

Regulatory Filings, Deadlines and Thresholds Who Must File? Filing Deadlines Form D Registered Investment Advisers relying on a Regulation D exemption to offer and sell securities, without having to register the offering with the SEC. New Offerings: File Form D within 15 days after the first sale of the securities. Continuing Offerings: Form D amendments should be made annually, prior to the anniversary of the initial Form D filing. Blue Sky Filings Each state has its own securities laws – “Blue Sky Laws”– most states require companies making offerings of securities, to register offerings before they can be sold in the state. RIAs should review their current blue sky filings annually to ensure that additional disclosures are not necessary and the appropriate fees have been paid to each state. Form 13F Institutional investment managers that exercise investment discretion over $100 million or more of certain equity securities, identified by the SEC. Click here for the SEC’s most recent list of 13F securities. File Form 13F within 45 days of year-end and each of the first three calendar quarters. Form 13H “Large Trader” Any person that directly or indirectly exercises investment discretion over transactions of any NMS security in an aggregate amount equal or greater to: In a day, 2 million shares or a fair market value of $20 million; or In a month, 20 million shares with a fair market value over $200 million. Initial Filing: Promptly file Form 13H within meeting the thresholds. Amendments: Within 10 days of any calendar quarter for which the information becomes inaccurate.

Regulatory Filings, Deadlines and Thresholds Who Must File? Filing Deadlines Schedule 13D Investment managers, funds or other persons that are direct or indirect beneficial owners of more than 5% of any class of publicly traded U.S. securities. Initial Filings: File Schedule D within 10 days of the acquisition. Schedule 13G Because Schedule 13G is the short-form version of Schedule 13D, investment managers, funds or other persons that are direct or indirect beneficial owners of more than 5% of any class of publicly traded US securities and qualify as a qualified institutional investor or a passive investor, may file a Schedule 13G.   Qualified Institutional Investors: Initial Filings: File Schedule 13G within 45 after the end of the calendar year. Amendments: File amendments within 10 days after the end of any calendar month in which the qualified institutional investor becomes the beneficial owner of more than 10% of the class of US equity security, the percentage of beneficially owned increases or decreases by 5% or more of the outstanding securities and/or there is a change in investment purpose. Passive Investors: Initial Filings: File Schedule 13G, within 10 days of the acquisition. Amendments: Within 45 days of calendar year end to report any changes or promptly if a passive investor becomes the beneficial owner of more than 10% of a class of US equity security or if the passive investor is a beneficial owner between 10% and 20% or promptly if beneficial ownership increases or decreases by 5% of the class and promptly if the passive investor’s beneficial ownership falls below 5% of the class. If the passive investor’s investment purpose changes or if the passive investor acquires beneficial ownership of more than 20% of the class, the passive investor must file a Form 13D.

Thank you! Contact Information Ms. Kathleen Malone Managing Director CounselWorks LLC (203) 900 - 0501 kmalone@counselworksllc.com Ms. Angelique Thompson Director of Business Development (212) 867-0200 athompson@counselworksllc.com