SEC Adopts Rule Amendments Requiring Electronic Filing of Certain Documents and Form Amendments to Modernize Form 13F

The SEC recently adopted rule amendments that apply electronic filing and submission requirements to more filings commonly made by investment advisers, institutional investment managers and other entities. The SEC also approved technical amendments to modernize Form 13F and enhance the information provided in that form. Form 13F is a quarterly report filed by institutional investment managers exercising investment discretion over accounts holding an aggregate value of at least $100 million in a specific set of equity securities.

Regulation S-T and Rule 0-4 under the Investment Advisers Act of 1940 (Advisers Act) will be amended to require that persons applying for an order under the Advisers Act must file electronically through EDGAR. These amendments will harmonize the digital filing requirements for submission of applications for orders under the Advisers Act and the Investment Company Act of 1940. As a result, those applying for orders under both acts will be able to file jointly in a single submission. Prior to the amendments, applicants seeking orders under the Advisers Act had to file five (5) paper copies of their application and proposed notice of application. The new EDGAR filing requirement streamlines the process, reduces the SEC’s workload and makes applications immediately available and searchable.

The amendments will also affect Form 13F by, among other things, requiring (1) confidential treatment requests to be submitted through EDGAR; (2) reported information to be more consistent with existing eXtensible Markup Language (XML) structured data language; and (3) filers to provide CRD and SEC filing numbers, if available. Also, the amendments will require electronic submission of Form ADV-NR through the Investment Adviser Registration Depository System. (Non-resident general partners and non-resident managing agents of SEC-registered advisers and exempt reporting advisers are currently required to file Form ADV-NR to appoint an agent for service of process in the United States.)

The amendments (except those relating to Form 13F) will be effective sixty (60) days after they are published in the Federal Register, while the amendments to Form 13F will be effective on January 3, 2023.

The SEC press release can be found here.

The SEC final rule can be found here.

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