June 22, 2010
June 22, 2010
Ms. Elizabeth M. Murphy
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Proposed Large Trader Reporting System
Release No. 34-61908
File No. S7-10-10
To the Commission:
I am writing about the potential impact of proposed Rule 13h-1 on investment advisers who offer investment counseling services to private clients. I support the Commissions efforts to detect and deter fraudulent and manipulative activity and other trading abuses by establishing a large trader reporting system. However, I request that the Commission clarify and revise certain proposals in the Release.
I respectfully request that the Commission reconsider whether the proposed identifying activity level thresholds are appropriate. I believe that the proposed thresholds might capture more than the estimated 400 large traders which would be subject to the proposed rule (page 72 of the Release). The proposed rule would apply to an investment adviser whose trading on behalf of private clients in the aggregate exceeds the threshold on one day during a calendar year, resulting in that adviser being a large trader subject to all of the requirements of the proposed rule. To impose such costly and burdensome requirements on an investment adviser offering services to private clients with periodic substantial trading volume seems unreasonable.
I respectfully request that the Commission reconsider the scope of the information requested in proposed Form 13H, Item 6, and Schedule 6. Item 2 of Schedule 6 would require a large trader (investment adviser) to list information about the name of the broker-dealer that holds the private client account, the broker dealer account number, and the private clients name on the account. Page 40 of the Release states that the proposed schedule would require the large trader to identify all the accounts over which it directly or indirectly (e.g., through controlled persons) exercises investment discretion for purposes of the proposed rule. I believe that information about a large traders (investment adviser) private client is unnecessary for the purpose of collecting information about the investment advisers trading activity, and unnecessarily burdensome. For example, on a single calendar day an investment adviser may buy and sell several securities on behalf of 200 private clients over which it exercises investment discretion which in the aggregate total more than 2 million shares. The proposed rule appears to require the investment adviser to list in Schedule 6 all 200 client account names and numbers and the broker-dealer where the account is held without regard to the size of the client (account assets) or the size of the trade for the client (e.g., the purchase of 100 shares of a particular stock).
I also request that the Commission clarify Interim Filings. The instructions for Form 13H provide that a large trader must file an interim filing when it adds or closes brokerage accounts through which it trades. Does this refer to investment adviser firm master (omnibus) brokerage accounts with a broker-dealer, or to discretionary private client accounts with a broker-dealer through which large trader (investment adviser) executes trades? If it refers to the latter, it would impose costly and burdensome Interim Filing requirements on a large trader investment advisory firm with private clients.
I also have concerns about the confidentiality of the Schedule 6 information which must be submitted to the Commission. Private client names and account numbers are confidential and proprietary, and investment advisers employ safeguards to protect that information. While I understand that any information received by the Commission in Form 13H would not be subject to disclosure pursuant to the Freedom of Information Act, I remain concerned about the risk of potential theft or inadvertent disclosure of this private information.
Thank you for the opportunity to comment on this proposal.