On episode 51, we discuss the Filing of Form 13F.
CCO Buzz: Hello and welcome back to the Buzz! We’ve missed you all and apologize for the lack of episodes, but hey you can’t be mad at us- we’re enjoying our summer and so should you! But for today’s episode we have Core Compliance’s Senior Compliance Consultant Kurt Nuñez. He’s here to answer all of our questions in regards to the filing of Form 13F. So with that let’s get started.
We’ve just completed another quarter for 2019. What is happening at quarter end that Chief Compliance Officers should know?
Kurt Nuñez: Well one thing I’ve been discussing with CCO’s as the quarter ends is whether or not their firms are required to file Form 13F.
CCO Buzz: Wait, what is Form 13F?
Kurt Nuñez: Form 13F is a form that must be filed by institutional investment managers who have investment discretion over 100 million dollars or more in securities that are on the SEC’s “13F Securities” list. This is a list that’s published by the SEC each quarter.
CCO Buzz: You said this Form is required to be filed by Institutional Investment Managers, who would be considered as an Institutional Investment Manager?
Kurt Nuñez: That’s a great question because many Firms may not realize their Firms fall into this category. In terms of Form 13F, an institutional investment manager is: an entity that invests in, or buys and sells, securities for its own account; or a person or an entity that exercises investment discretion over the account of any other natural person or entity. As you can probably tell, the second part of that definition covers many investment advisory firms, and as we said previously, any of these Firms who have investment discretion over 100 million dollars or more in securities that are on the SEC’s “13F Securities” list must file the Form.
CCO Buzz: So, what is the 13F securities list, what kind of securities are on it?
Kurt Nuñez: Well, section 13(f) securities generally include equity securities that trade on an exchange. The list will also include equity options and warrants, shares of closed-end investment companies, and certain convertible debt securities. The shares of open-end investment companies, such as mutual funds, are not Section 13(f) securities. The list of 13(f) securities is published quarterly and is available on the SEC's website.
CCO Buzz: Where is Form 13F filed?
Kurt Nuñez: Form 13F is filed electronically through the SEC’s EDGAR system. Some listeners may not be familiar with EDGAR. EDGAR is the SEC’s system that performs automated collection, validation, indexing, acceptance, and forwarding of submissions by companies and others who are required by law to file forms with the SEC.
CCO Buzz: So when are firm’s required to file this?
Kurt Nuñez: Well, Form 13F is required to be filed within 45 days of the calendar quarter end.
CCO Buzz: How is the Form Filed?
Kurt Nuñez: Well again the File is submitted through the EDGAR system. However, the preparation of the filing is fairly difficult for someone who doesn’t have at least above average computer skills as the form must be prepared in XML format, a format not all of us have worked with. I remember the first time I had to do it took me hours because of my lack of experience.
CCO Buzz: What should a Firm do that discovers it needs to file Form 13F but doesn’t necessarily have the skill to create the filing?
Kurt Nuñez: Personally, I would seek the help of a consultant that will do the filing for you. In general, most of these consultants will provide you with a spreadsheet to complete with the filing information. They will then convert that filing into XML format and submit it for you.
CCO Buzz: Okay, are there any closing thoughts?
Kurt Nuñez: Yes, Form 13F is a very important requirement that many advisors should be submitting but don’t even realize they should. I would recommend that every SEC advisor that has discretion over client assets add a 13F verification to their compliance calendars and testing to verify their status. Any listeners who may need assistance with Form 13F or have any further questions can contact us at Core Compliance and Legal Services at (619) 278-0020, and we’ll be happy to help you out and possibly give you assistance with your filing.
CCO Buzz: Well that’s it for this week’s episode. If you’d like additional information, please check out our website at www.corecls.com. You can also follow us on Facebook, LinkedIn, or Twitter @CoreCls. Thank you, and we hope you tune-in to next week’s episode of the CCO Buzz.