Family Office Perspective: Item 13(f) Compliance

Section 13(f) Compliance June 2026 Amidst a complex landscape of securities regulation, family offices face several potential“traps for the unwary” when discerning which rules and requirements apply. One such trap isthat family offices may qualify for exemption from investment adviser registration under the To avoid this trap, family offices and their legal advisors should develop comprehensive compliance plans that account for boththeir exemption from investment adviser registration, as well as their inclusion in Section 13(f)’s filing and reporting obligations. Investment adviser registration exemptions Family offices should ensure they meet the requirements to qualify for exemption from federal or state registration asinvestment advisers. At the federal level, the Securities and Exchange Commission (SEC) adopted rules under the Advisers Act •Provide investment advice only to “family clients” (within the meaning of the Advisers Act’s complex definition of that term) •Be wholly owned by family clients and exclusively controlled by family members and/or certain family entities •Not hold itself out to the public as an investment adviser3 Adopting the Advisers Act’s family office exclusion, the Commodities and Futures Trading Commission (CFTC) codified its staff’sexisting advice by formally exempting family offices from registration as commodity pool operators or commodity trading At the state level, registration requirements most frequently apply to investment advisers whose assets under management fallbelow the Advisers Act’s size thresholds; investment advisers who are considered “small” or “mid-sized” under the Advisers Actare generally required to register with one or more state securities authorities. To harmonize their regulatory regimes with the Section 13(f) filing and reporting Family offices should carefully note that, unlike the AdvisersAct, Section 13(f) does not exempt family offices. Section 13(f)requires any “institutional investment manager” that exercisesinvestment discretion over the accounts of any other personholding “section 13(f) securities”7with an aggregate fair In light of Form N-PX’s requirements, family offices thatare Form 13F filers should develop procedures to identifyand keep a record of any pay-related proposals that are The potential “trap” for family offices here is that Section 13(f)applies to all institutional investment managers, regardlessof whether they are registered investment advisers underthe Advisers Act. Thus, even if a family office is exempt fromregistration under the Advisers Act, it may nevertheless be Furthermore, family offices that are 13F filers should be awarethat their Form N-PX filings will be available to the publicthrough the SEC’s website. That means that a family office’svotes and voting patterns may be scrutinized, which may Form SHO Form N-PX Family offices that are Form 13F filers should also be awareof potential updates to another reporting obligation: FormSHO. On October 13, 2023, the SEC adopted Exchange ActRule 13(f)(2) and the associated Form SHO, mandating thatcertain institutional investment managers report short-sale Family offices that are Form 13F filers must make an annualfiling on Form N-PX to disclose their votes on any pay-related proposals presented to stockholders by the publiccompanies in their investment portfolios. These pay-relatedproposals include proposals requesting advisory stockholdervotes on Section 14A executive compensation (“say-on-pay” proposals), Section 14A executive compensation votefrequency (“say-on-frequency” proposals) and Section First, the SEC granted a temporary exemption fromcompliance on February 7, 2025, which delayed the firstfiling deadline until February 2026.11Second, the rule waschallenged by trade groups and ultimately remanded onAugust 25, 2025 by the Fifth Circuit, which ordered the SECto “consider and quantify the [Rule’s] cumulative economicimpact.”12As a result, the SEC issued an order on December To avoid another potential “trap for the unwary,” family officesshould be aware that Form N-PX requires a broader list ofsecurities to be reported than Form 13F. Although Form 13Fonly requires reporting in respect of “section 13(f) securities”(as identified on the SEC’s quarterly Form 13F list), Form N-PX Pending any changes during the SEC’s review, Rule 13(f)(2)will require institutional investment managers to file FormSHO within 14 days of the end of the relevant calendar monthif they exercise investment discretion over short positions in 815 U.S.C. § 78m(f)(4)–(5); 5 U.S.C. § 552(b)(1)–(9).9SEC, Enhanced Reporting of Proxy Votes by Registered Management Investment Companies; Reporting of Executive Compensation Votes by InstitutionalInvestment Managers, Release Nos. 33-11131, 34-96206 (Nov. 2, 2022).10SEC, Short Position and Short Activity Reporting by Institutional Investment Managers, Release No. 34-98738 (Oct. 13, 2023). In relation to equity securities of a reporting iss