SEC Releases 2013 Examination Priorities for Investment Advisors
On February 21, 2013, the U.S. Securities and Exchange Commission (“SEC”) released its examination priorities for the 2013 calendar year. The priorities were published by the SEC’s Office of Compliance Inspections and Examinations and are intended to convey to investors and registrants the areas that the SEC perceives to be of greater importance and heightened risk. The priorities cover issues related to specific regulated businesses, such as registered investment advisors and registered investment companies, as well as the broader market.
SEC Paves the Way to Hedge Fund Advertising Under JOBS Act
On August 29, 2012, the Securities and Exchange Commission (“SEC”) proposed new rules (“Proposed Rules”) to implement the Jumpstart Our Business Startups Act (“JOBS Act“), which was signed into law on April 5, 2012. Under the Proposed Rules, which are mandated by the JOBS Act, hedge funds would be permitted to use means of general solicitation and general advertising to offer securities under Rule 506 of Regulation D and Rule 144A of the Securities Act of 1933 (“Securities Act”). Although the SEC is expected to modify the Proposed Rules to some degree in the final rules release, the new Rule 506 and Rule 144A regimes should appear substantially as they are outlined in the Proposed Rules.
SEC Increases Hedge Fund Disclosure Requirements With Form PF
The hedge fund industry is facing unprecedented registration and disclosure requirements as a result of the Dodd-Frank Act. The Securities and Exchange Commission (“SEC”) has recast Form ADV, the US registration form for investment advisors, so that the entire form is now public on the agency’s website. Form ADV is also broader in terms of both the types of advisors who must register, which now includes advisors who manage at least $150 million, as well as the range of information that must be reported on a fund-by-fund basis. Yet, the new Form PF (initials stand for “private funds”) goes beyond anything required by Form ADV. In a marked departure from past practices, the new form significantly adds to the scope and detail of fund-by-fund disclosures.