Form 13F Reporting

Form 13F Reporting: Comment on Proposed SEC Rules

Form 13F reporting is another obscure SEC requirement. Most investors know nothing about it. However, following the money is important. Add your voice to thousands sounding the alarm about proposed changes. Form 13F is how funds report to the SEC what they have invested in. Like many rules proposed during the Trump Administration, these are typical of foxes guarding chickens. Take Action so we can still follow the money.

SEC Seeks to Modernize Form 13F Reporting

Last month, the SEC issued a rule proposal to increase Schedule 13F filing thresholds from $100 million to $3.5 billion. File 34-89290 aims to reduce the small expenditures incurred by funds in filing ownership reports. The trade-off is that beneficial owners of underlying securities will be flying blind.

When the SEC seeks to “modernize” a process, that is usually a code word for screwing investors. See The Costs and Benefits of Shareholder Democracy and the SEC’s proposed rulemaking to “modernize” the shareholder proposal process by making corporations more of democratic-free.

I urge you to glance through at least a few of the comments on the proposed Form 13F reporting amendments. Then take action. Submit comments of your own. You can do that easily using their online form, or by sending an e-mail to See How to Submit Comments. I write my comment letters, convert them to pdf, add a cut-and-paste signature, and then submit them through the online form.

To help you on your way, the substantive text of my comments are posted below. Final comments are due September 29, 2020.

Form 13F Reporting: Comment Letter

Ms. Vanessa Countryman, Secretary
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

September 20, 2020

Re: Reporting Threshold for Institutional Investment Managers, Release No. 34-89290; File No. S7-08-20 AND Request to amendment of Title 17, §270.30b1-4, Report of proxy voting record, File 4-748

Dear Ms. Countryman:

As a long-time retail investor and advocate of more democratic corporate governance, I join with many others in opposing the Commission’s proposed amendments to Form 13F reporting rules for institutional investment managers. Rather than allow 89 percent of current 13F filers to go dark, I urge the Commission to require at least monthly disclosure, including short positions.[1]

I echo objections to the subject rulemaking expressed by the Council of Institutional Investors in their letter of September 17, 2020.[2]

Our concerns about that amendment are threefold: (1) we believe the amendment could reduce, rather than increase, the transparency of market information that may be useful to long-term investors; (2) we believe the Commission presently may not have the legal authority to raise the rule 13f-1 threshold; 4 and (3) we believe the rule 13f-1 threshold may negatively impact investor confidence in the integrity of the U.S. markets. 

However, as a retail fund investor, I not only want to know what company stocks my fund investment dollars are buying, I also want to know how my funds are voting their proxies. To paraphrase another investor’s comment, On what planet is less disclosure good for the average investor? Or, as another investor wrote,

You are supposed to be protecting investors, not making it easier for billion-dollar hedge funds to manipulate markets. This proposal is a terrible idea and runs directly counter to the principles upon which the SEC was founded.

The SEC should act to implement my Request to amendment of Title 17, §270.30b1-4, Report of proxy voting record,[3] File 4-748.[4] Currently, this data is released only once a year in code that cannot be read and compared by most retail investors.

When experts with costly databases have examined that data, the results have been troubling.[5] In the Internet age, proxy voting information should be disclosed in real-time and in a format that makes comparing the records of multiple funds easy for the average investor.

As Justice Kennedy wrote the Citizens United decision:

With the advent of the Internet… Shareholders can determine whether their corporation’s political speech advances the corporation’s interest in making profits, and citizens can see whether elected officials are ‘in the pocket’ of so-called moneyed interests.

Without disclosure, there is no accountability. Please drop or substantially revise the Commission’s proposed 13F reporting amendments and act on my petition to require real-time disclosure of proxy votes in a user-friendly sortable format.

[1] Congress has expressed a clear intent for 13F filers to provide more disclosure. Section 929X of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 called for monthly disclosure of short positions, while Section 951 mandated annual disclosure of Say on Pay votes.




[5] For example, see Morningstar Direct Uncovers ESG Hypocrites,

Related Posts


, , , , , , , , , , , , , , , ,

2 Responses to Form 13F Reporting: Comment on Proposed SEC Rules

  1. Andrew Shapiro 09/22/2020 at 4:29 pm #

    Jim –
    You realize that 13F filings are presently required only quarterly and your letter calls for INCREASING the frequency of disclosure to monthly. I think this SEC is going to blow by your recommendation.

    Agree that the threshold increase is unnecessary. At $100MM AUM manager is equipped to make such quarterly filings. Might be better to request status quo but shorten the time lag for filing to 20-30 days from present 45 days. The value of the disclosure would increase with little cost burden increasing on fund manager.

    • James McRitchie 09/24/2020 at 3:49 pm #

      Thanks Andrew. That may be a reasonable compromise.

Powered by WordPress. Designed by WooThemes