MFA Submits Comments in Response to SEC Proposed Amendments to Regulation D, Form D and Rule 156

September 23, 2013

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Topics: Securities and Exchange Commission SEC, Regulation D, Form D, market practices, JOBS Act, General Solicitation, private placements, capital formation, Investor Protection, transparency, private fund, private capital markets, hedge funds, issuers, due diligence, John Thune, registered investment companies, RICs, private fund managers, examination process, Office of Compliance Inspections and Examinations, OCIE, hedge fund industry, assets under management, AUM, Form ADV, state securities regulators, Form PF, proprietary information, Rulemaking, adviser registration, Norm Champ, Division of Investment Management, PLI Hedge Fund Management Conference, Advance Form D, cost-benefit analysis, compliance costs, registered investment adviser, hedge fund managers, compliance, public markets, Fund Sponsors, United States Congress, capital markets, Form 13F, Schedule 13D, censure, cease and desist, Verification Methods, accredited investor, general solicitation materials, legends, disclosure requirements, anti-fraud rules, performance, sophisticated investors, high net worth requirements, institutional investor, private fund offerings, retail investors, private placement memorandum, Ban on General Solicitation and Advertising, accredited investors, efficiency, competition, pitch book, marketing materials, beneficial owners, equity, natural persons, eligible purchasers, general partner, Federal Securities Laws, deemed compliant, Pacific Mutual Life Insurance Company, Variable Life, Franklin Group of Funds, investment company, statement of policy, mutual fund, interpretive guidance, commodities, derivatives, liquidity, qualified purchasers, qualified clients, Global Investment Performance Standards, investor qualification standards, knowledgeable employees, harmonization, Elizabeth Murphy, Commodity Futures Trading Commission, CFTC, pool participants, Ray Garrett, Colorado Bar Association,
From: MFA, Stuart Kaswell

To:

Elizabeth Murphy, SEC
Mary Jo White, Kara Stein, Luis Aguilar, Daniel Gallagher, Michael Piwowar, SEC
Keith Higgins, Norman Champ, SEC

MFA submitted a letter to the Securities and Exchange Commission in response to proposed amendments to Regulation D, Form D and Rule 156 under the Securities Act. The proposed amendments were published in connection with the SEC’s prior approval of a rule that would implement the JOBS Act by eliminating the prohibition on general solicitation and advertising in Rule 506 of Regulation D. In the letter, MFA explains that many of the proposed amendments are duplicative and unnecessary in light of the existing regulatory oversight of, and the information already available to the SEC regarding, the private funds advised by SEC-registered advisers and their activities. The letter recommends certain changes to the proposed amendments that would enable regulators to monitor general solicitation activities while ensuring that firms are able to avail themselves of the benefits of the JOBS Act.

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