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

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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amendments to certain forms to improve the readability of the data by requiring structured data reporting and removing outdated references.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.



Professionals



John S. Marten

Shareholder



Nathaniel Segal

Counsel



Jacob C. Tiedt

Shareholder



Christina V. West

Associate