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