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What is required under Section 13(d)?


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When a registered investment advisor acquires beneficial ownership of more than 5% of a class of equity securities which are registered under the 1934 Act, it must file a report on Schedule 13D with the issuer, the SEC, and the exchanges where the securities trade. When determining beneficial ownership, a registered investment advisor needs to consider two criteria to determine if it is a beneficial owner over securities held in client accounts. A registered investment advisor may be considered a beneficial owner if it has or shares either of the following: 1) the power to vote or direct the voting of the shares, and 2) the power to dispose or direct the disposition of the security.

If it is determined the registered investment advisor meets the reporting requirements of this section, it must file Schedule 13D within 10 days of becoming a 5% beneficial owner. Schedule 13D must then be updated promptly when changes occur.

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