January 19, 2022

Volume XII, Number 19

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January 18, 2022

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SEC Proposes Amendments to Electronic Filing Requirements and Re-Proposes Certain Amendments to Reports of Institutional Investment Managers

On November 4, 2021, the SEC announced proposed amendments to update electronic filing requirements that, if adopted, would require the electronic filing of certain documents. The SEC’s proposal would also make technical amendments to certain forms to improve the readability of the data by requiring structured data reporting and removing outdated references. The proposed amendments are designed to promote more efficient storage, retrieval and analysis of submissions and to modernize the SEC’s records management process.

Highlights from the SEC’s proposal include:

  • Required electronic filings via EDGAR. The SEC’s proposal would require the electronic filing via EDGAR of (i) applications for orders under the Investment Advisers Act, thereby harmonizing the filing process with those for applications under the Investment Company Act, and (ii) confidential treatment requests for Form 13F reports filed by institutional investment managers that exercise investment discretion with respect to accounts holding $100 million or more in certain equity securities. Relatedly, the SEC is also proposing limited amendments to Form 13F (noted below), including to the instructions for confidential treatment requests, to conform with a June 2019 U.S. Supreme Court decision that overturned the standard for determining whether information is “confidential.”

  • Amendments to Form 13F. The SEC is also re-proposing certain amendments to Form 13F that were originally proposed in July 2020. Notably, the SEC is not proposing to raise the reporting threshold for Form 13F—an element of the July 2020 proposal. The proposed changes to Form 13F are limited in scope and include: (i) amendments to require each Form 13F filer to provide certain additional identifying information, (ii) certain technical amendments, and (iii) as noted above, modifications to the Form instructions.

  • Required electronic filings or submissions of Form ADV-NR. The proposed amendments would also require the electronic submission of Form ADV-NR through the Investment Adviser Registration Depository (IARD) system—the same systems advisers use to file Form ADV. Filing Form ADV-NR is mandatory for non-resident general partners and non-resident managing agents of investment advisers and must be filed in connection with an adviser’s initial Form ADV submission. Non-resident general partners and managing agents would also be required to amend their Form ADV-NR within 30 days whenever any information in the form becomes inaccurate.

The SEC’s proposing release is available here. The public comment period will remain open for 30 days after publication of the proposing release in the Federal Register.

© 2022 Vedder PriceNational Law Review, Volume XI, Number 323
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About this Author

John Marten Investment Attorney Vedder Price Law FIrm
Shareholder

John S. Marten, a Shareholder in the Chicago office of Vedder Price, has substantial experience representing clients in the investment management industry.

As a member of the firm’s Investment Services group, Mr. Marten counsels clients on a wide variety of matters involving the application of the federal securities laws to investment companies, investment advisers and broker-dealers. He has significant experience counseling investment company clients with respect to new products and was recently involved in the creation of two mutual funds...

(312) 609 7753
Nathaniel Segal Investment Attorney Vedder Price Law Firm
Counsel

Nathaniel Segal is counsel at Vedder Price and a member of the Investment Services group. He focuses his practice on investment companies and investment advisers in connection with the organization and operation of investment products and services, including traditional mutual funds, closed-end investment companies (including interval funds and listed closed-end funds), variable insurance products and registered hedge funds, as well as mutual funds utilizing complex hedging and absolute return strategies. Mr. Segal has experience in conducting transactional due diligence...

(312) 609 7747
Jacob Tiedt,Vedder Price law firm investment services attorney
Shareholder

Jacob C. Tiedt is a Shareholder at Vedder Price and a member of the Investment Services group.

Mr. Tiedt’s practice includes the representation of registered mutual funds, closed-end funds and exchange-traded funds; private funds; investment advisers; and other financial institutions on a broad range of regulatory, governance and compliance matters. Mr. Tiedt regularly counsels clients on matters relating to SEC registration, disclosure and compliance; shareholder solicitation; NYSE, Nasdaq and FINRA regulation; corporate governance; and board administration. Mr....

312-609-7697
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