A registered investment advisor that exercises investment discretion over client accounts will generally meet the definition of institutional investment manager. If the registered investment advisor exercises investment discretion over accounts that buy or sell Section 13(f) securities and the aggregation of 13(f) securities totals at least $100 million, the registered investment advisor will need to begin filing Form 13F.
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How frequently must Form 13F be filed?
November 02, 2018
Form 13F must be filed within 45 days of the end of each calendar quarter. The initial report must be filed at the end of the first year in which the institutional investment manager exceeds the $100 million threshold. For example if an institutional investment manager exceeds the $100 million threshold for the first time in July 2007, the firm will need to wait until January 2008 to submit its first report no later than 45 days after December 31. The firm must then file subsequent reports within 45 days of the end of each calendar quarter.
Who meets the definition of an institutional investment manager?
November 02, 2018
An institutional investment manager is an entity that either invests in, or buys and sells, securities for its own account. The term also includes an entity that exercises investment discretion over accounts owned by any other natural person or entity.
What is the purpose of Form 13F?
November 02, 2018
According to the SEC, “the purpose of this disclosure requirement is to collect and disseminate to the public information about the holdings and investment activities of institutional money managers in order to assist investors, issuers and government regulators.” (In the Matter of Quattro Capital Management, LLC, August 15, 2007)
What is required under Section 13(f)?
November 02, 2018
Section 13(f) of the 1934 Act requires institutional investment managers with investment discretion over $100 million or more of certain equity securities to file quarterly reports disclosing their holdings. The quarterly reports are filed on the so called Form 13F.
Should there be a specific disclosure within the Form ADV if a registered investment adviser pays a referral fee to a third-party solicitor?
November 02, 2018
Yes, if a registered investment adviser firm pays a third-party solicitor for referrals, there are several disclosures that need to be made in the Form ADV. The number of third-party solicitors used by the registered investment adviser needs to be indicated in response to Item 5.B(6) of the Form ADV Part 1. In Form ADV Part 2A, Item 14.B Client Referrals and Other Compensation, “If you or a related person directly or indirectly compensates any person who is not your supervised person for client referrals, describe the arrangement and the compensation.”
No, a solicitor is not required to provide a client with a separate written solicitor disclosure when the registered investment adviser firm only provides investment advisory services that are not personalized to the specific client or otherwise purports to meet the objectives or needs of the specific client.
Can a solicitor provide investment advice to a client about a security and/or the securities market?
November 02, 2018
If a solicitor is not registered as an investment adviser or investment adviser representative with the applicable securities regulators, then the solicitor may not provide invest advice about a security or the securities market to a prospective or existing client. Moreover, an unregistered solicitor cannot provide advice to a client regarding a client’s investment objective or an investment adviser’s investment strategy or performance.
Are there individuals that cannot serve as a solicitor on behalf of a registered investment adviser under SEC Rule 206(4)-3?
November 02, 2018
Individuals subject to a statutory disqualification under Section 203 of the Investment Advisers Act of 1940 (“Act”) cannot be paid a solicitor referral fee. Such a statutory disqualification would include the following:
No, the referring solicitor required to be registered as investment adviser representative does not usually have to be registered under the investment adviser firm receiving the referrals.
