Who Must Monitor or Report 13f2 Short Disclosures U.S.

The Final Rule uses the same standard of investment discretion as used for purposes of Schedule 13F filings. The Manager shall report the information of aggregated across accounts over which the Manager, or any person under the Manager’s control, has investment discretion. Final Rule 13f-2 will require Managers (defined in section 13(f)(6)(A) of the Exchange Act) to report to the Commission, on a monthly basis on related Form SHO, certain short position data and short activity data for certain equity securities.

All U.S. managers	Caught
Foreign managers with any reporting obligations to the SEC	Caught
Other foreign managers that utilise ‘United States mail or any other instrumentality of interstate commerce’	Caught

No relief

Note that unlike 13f, there is no USD $100 million relief available for 13f-2 filings at the moment.

Foreign managers

Note that currently under 13f disclosure requirements, any foreign managers that utilise ‘United States mail or any other instrumentality of interstate commerce’ are caught, so until SEC provides a clarification otherwise, we will conclude that the same criteria will apply for 13f-2. 

In our opinion, most if not all fund managers are caught by this regulation, whether they are based in the United States or not.

Aggregation across accounts

With respect to each equity security to which the circumstances described in Threshold A or Threshold B apply, the Manager shall report the information aggregated across accounts over which the Manager, or any person under the Manager’s control, has investment discretion.

Prevention of duplication

If two or more Managers are required to report on Form SHO exercise investment
discretion with respect to the same securities, only one such Manager must report the information in its Form SHO, but the non-reporting managers must make notice filings identifying the Manager reporting on their behalf.