Ensign Peak Advisers Inc., a non-profit entity owned and operated by The Church of Jesus Christ of Latter-day Saints, has settled charges with the Securities and Exchange Commission (SEC) for failing to file required disclosure forms related to the Church’s equity investments. The SEC also announced charges against the Church for its role in causing these violations.
Ensign Peak Advisers failed to file Forms 13F from 1997 through 2019, which requires investment managers to disclose the value of certain securities they manage. The Church was concerned about disclosing its growing $32 billion portfolio and authorized Ensign Peak to create thirteen shell LLCs and file Forms 13F in their names instead of Ensign Peak’s. However, Ensign Peak maintained control over all investment and voting decisions, and the shell companies’ filings misstated information about their investment and voting discretion.
The SEC alleges that Ensign Peak went to great lengths to avoid disclosing the Church’s investments, depriving the Commission and the investing public of accurate market information. To settle the charges, Ensign Peak agreed to pay a $4 million penalty, and the Church agreed to pay a $1 million penalty.
The requirement to file timely and accurate information on Forms 13F applies to all institutional investment managers, including non-profit and charitable organizations. The SEC emphasizes the importance of transparency and accurate market information to maintain the integrity of the financial markets.
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