SEC Proposes Increase to Form 13F Reporting Threshold

July 10, 2020 § Leave a comment

The SEC today proposed the first update to the threshold for Form 13F reporting since adoption of the Form over 40 years ago. The proposal would relieve most investment managers from their current Form 13F filing burdens.

Exchange Act Section 13(f) currently requires reporting on Form 13F by investment managers with investment discretion over accounts holding certain equity securities (“13(f) securities”) with an aggregate fair market value on the last trading day of a month of at least $100 million. 

Since its adoption, the $100 million threshold for filing Form 13F has not been adjusted to reflect the growth in the overall value of U.S. public corporate equities — an increase from $1.1 trillion to $35.6 trillion according to the SEC. Accordingly, the proposal would raise the reporting threshold to $3.5 billion.

Under the proposal, Form 13F would still cover “over 90% of the dollar value of the holdings data currently reported while eliminating the Form 13F filing requirement and its attendant costs for the nearly 90% of filers that are smaller managers.”

The proposal also includes reviews of the reporting threshold every five years to consider adjustments.

The SEC proposal will be open for a 60-day comment period following its publication in the Federal Register.

SEC Press Release (July 10, 2020)

SEC Proposed Rule

SEC Frequently Asked Questions About Form 13F

OCIE Publishes 2020 Examination Priorities — Key Areas for Investment Advisers

January 16, 2020 Comments Off on OCIE Publishes 2020 Examination Priorities — Key Areas for Investment Advisers

As part of its annual identification of examination priorities, the SEC’s Office of Compliance Inspections and Examinations (OCIE) listed several areas of focus relevant to investment advisers.

OCIE repeated is policy of conducting risk-based examinations for registered investment advisers with a policy to target RIAs that have never been examined — both newly registered RIAs as well as RIAs registered for several years that have yet to be examined.

An additional focus will be examinations of RIAs with retail investors as well as private funds. This continues an emphasis on protecting retail investors generally through reviewing disclosures relating to fees, expenses, and conflicts of interest.

Additional areas of priority include information security risks and anti-money laundering programs.

SEC Approves Repeal of Advertising Prohibition

July 10, 2013 Comments Off on SEC Approves Repeal of Advertising Prohibition

After lengthy delays, the SEC approved final rules to repeal the prohibition on advertising in connection with Rule 506 private placement offerings.  The final rules were modified only slightly from the previously proposed version. The repeal will become effective in early September. « Read the rest of this entry »

Comments Show Divergent Responses to Proposed SEC Advertising Rules

October 30, 2012 § 2 Comments

After multiple delays, the SEC finally proposed rule changes to permit advertising under Rule 506 offerings and invited comments from the public. To date, the SEC has received over 150 of comments which show a wide range of responses to the proposed rule. Given the number and range of responses, we anticipate slow going for adoption of final rules. « Read the rest of this entry »

SEC Launches National Exam Program for Newly-Registered Fund Advisers

October 14, 2012 Comments Off on SEC Launches National Exam Program for Newly-Registered Fund Advisers

The SEC’s Office of Compliance Inspections and Examinations (OCIE) recently announced creation of the National Exam Program (NEP), a two-year initiative to conduct risk-based examinations of advisers to private funds that recently registered with the SEC (i.e., registered after Dodd-Frank). The so-called “Presence Exams” initiative will take place over three phases: engagement, examination and reporting.  « Read the rest of this entry »