SEC proposes update to ease 13F reporting requirements

The proposed rule, announced Friday, would increase the threshold for filing Form 13F, which reports information and data about investment activities and holdings under the control of an institutional investment manager.

The current threshold of $100 million of assets under management—unchanged since the threshold was established in 1978—would be increased to $3.5 billion. If passed, the rule would eliminate the reporting requirement for 90 percent of investment managers but still apply to 90 percent of assets currently being reported to the agency.

Eliminating the obligation to file Form 13F four times a year would also save small institutional investment managers $68.1 million to $136 million in direct costs, the SEC said, as well as indirect costs, like competitors using a managers’ Form 13F data to harm the owners of a portfolio or the portfolio manager, according to the SEC.

“Monitoring equity holdings of large institutional investment managers is an important part of our regulation and oversight of the securities markets,” SEC Chairman Jay Clayton said in press release. “Today’s proposal will update, for the first time in over 40 years, the 13F reporting threshold to a level that furthers the statutory goal of enabling the SEC to monitor holdings of larger investment managers while reducing unnecessary burdens on smaller managers.”

SEC Commissioner Allison Herren Lee, in a dissenting opinion, said the move would decrease transparency on $2.3 trillion in assets, without any measurable savings.

“This proposal joins a long list of recent actions that decrease transparency and reduce both the Commission’s and the public’s access to information about our markets,” she said. She also questioned whether the SEC had the authority to raise the threshold, arguing that such authority may lie with Congress.

When the threshold was first established in 1978, the overall value of U.S. public corporate equities was about $1.1 trillion. Since then, it has grown over 30 times, to $35.6 trillion. The “relative significance of managing $100 million has declined considerably,” the SEC noted. The $3.5 billion threshold would better reflect the market’s size. The rule also proposes revisiting the threshold size every five years.

The SEC said the proposed rule will be published on its Website and in the Federal Register, after which there will be a 60-day comment period.