The Securities and Exchange Commission (SEC) has charged an investment arm of the Mormon church for disclosure failures and misstated filings.
Ensign Peak, a nonprofit entity operated by the Church of Jesus Christ of Later-day Saints, agreed to pay a $4 million penalty for failing to file forms that would have disclosed the church’s equity investments, and instead filing forms for shell companies that concealed the Church’s portfolio – as well as misstated Ensign Peak’s control over investment decisions, according to the Wall Street Journal.
The church, which requires its members give 10% of their income in the form of tithing, itself agreed to pay a $1 million penalty, according to the SEC.
The SEC’s order finds that, from 1997 through 2019, Ensign Peak failed to file Forms 13F, the forms on which investment managers are required to disclose the value of certain securities they manage. According to the order, the Church was concerned that disclosure of its portfolio, which by 2018 grew to approximately $32 billion, would lead to negative consequences. To obscure the amount of the Church’s portfolio, and with the Church’s knowledge and approval, Ensign Peak created thirteen shell LLCs, ostensibly with locations throughout the U.S., and filed Forms 13F in the names of these LLCs rather than in Ensign Peak’s name. The order finds that Ensign Peak maintained investment discretion over all relevant securities, that it controlled the shell companies, and that it directed nominee “business managers,” most of whom were employed by the Church, to sign the Commission filings. The shell LLCs’ Forms 13F misstated, among other things, that the LLCs had sole investment and voting discretion over the securities. In reality, the SEC’s order finds, Ensign Peak retained control over all investment and voting decisions. -SEC
“We allege that the LDS Church’s investment manager, with the Church’s knowledge, went to great lengths to avoid disclosing the Church’s investments, depriving the Commission and the investing public of accurate market information,” said Gurbir S. Grewal, Director of the SEC’s Division of Enforcement. “The requirement to file timely and accurate information on Forms 13F applies to all institutional investment managers, including non-profit and charitable organizations.”
Earlier this month the Journal reported that the SEC was investigating the Mormon church, after a former employee revealed in 2019 that the organization had amassed $100 billion of holdings.
The current size of Ensign Peak’s holdings remains a tightly held secret. The firm, based in Salt Lake City, was incorporated in 1997. Under SEC rules, it must disclose some types of investments, like U.S.-listed stocks, that it manages directly, which amounted to roughly $40 billion on Sept. 30. The remainder of the portfolio is made up of investments such as fixed-income securities, private companies or funds. Ensign Peak had an estimated $100 billion of holdings in 2019.
Investment managers with at least $100 million under management publicly report their stockholdings quarterly. The numbers are tracked by public companies and investors. About 5,000 entities file the form, according to SEC data made public in 2020. –WSJ
Ensign Peak and church officials say they haven’t violated nay tax laws, and that the fund was a “rainy-day account” to be used in difficult economic times.