In re NATIONALE-

1 
 
 
 
 
UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 101060 / September 17, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22137 
  
 
In the Matter of 
 
NATIONALE-
NEDERLANDEN 
POWSZECHNE 
TOWARZYSTWO 
EMERYTALNE S.A. 
 
Respondent. 
 
 
 
ORDER INSTITUTING CEASE- 
AND-DESIST PROCEEDINGS, 
PURSUANT TO SECTION 21C OF 
THE SECURITIES EXCHANGE 
ACT OF 1934, MAKING FINDINGS, 
AND IMPOSING A CEASE-AND-
DESIST ORDER 
 
I. 
 
The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”) against Nationale-Nederlanden Powszechne 
Towarzystwo Emerytalne S.A. (“Respondent”). 
 
II. 
 
In anticipation of the institution of these proceedings, Respondent has submitted an Offer of 
Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose of 
these proceedings and any other proceedings brought by or on behalf of the Commission, or to 
which the Commission is a party, and without admitting or denying the findings herein, except as 
to the Commission’s jurisdiction over it and the subject matter of these proceedings, which are 
admitted, Respondent consents to the entry of this Order Instituting Cease-and-Desist Proceedings 
Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a 
Cease-and-Desist Order (“Order”), as set forth below. 
 

2 
 
 
 
 
III. 
 
On the basis of this Order and Respondent’s Offer, the Commission finds that: 
 
Summary 
 
From at least December 2019 through the present, Respondent, a foreign investment adviser 
not registered with the Commission, had investment discretion over at least $100 million of 
reportable securities and was therefore obligated to file quarterly Forms 13F beginning by at least 
February 2020. However, Respondent failed to file Forms 13F until April 2024. 
 
From at least July 2013, Respondent met the large trader definition under Section 13(h) of 
the Exchange Act and Rule 13h-1 thereunder and was required to file an initial Form 13H and 
annual Forms 13H and amendments as appropriate thereafter. However, Respondent failed to file 
an initial Form 13H until April 2024. 
 
Respondent 
 
1. Respondent is a foreign investment adviser with its principal place of business in 
Poland and is not registered with the Commission in any capacity. Respondent acts as the 
investment manager of an open pension fund, a voluntary pension fund, and several smaller 
optional life-cycle pension funds in Poland. Respondent is an “institutional investment manager” as 
defined in Section 13(f) of the Exchange Act and a “large trader” as defined in Section 13(h) of the 
Exchange Act. As of March 31, 2024, Respondent had total regulatory assets under management of 
approximately $15.8 billion for its pension funds. 
 
Background 
 
2. Section 13(f)(1) of the Exchange Act and Rule 13f-1 thereunder require that 
institutional investment managers file Forms 13F with the Commission on a quarterly basis if they 
exercise investment discretion over “Section 13(f) Securities” having an aggregate fair market 
value of at least $100 million. Section 13(f) Securities are equity securities of a class described in 
Rule 13f-1(c) under the Exchange Act. A list of these securities - called the Official List of Section 
13(f) Securities - is available on the Commission’s website.
1
 The Official List of Section 13(f) 
Securities primarily includes U.S. exchange-traded stocks (e.g., NYSE, AMEX, NASDAQ), shares 
of closed-end investment companies, and shares of exchange-traded funds (ETFs). Certain 
convertible debt securities, equity options, and warrants are on the Official List. Pursuant to Rule 
13f-1(b), an investment manager is deemed to exercise discretion over all accounts for which any 
person or entity under the control of the investment manager exercises investment discretion. Form 
13F requires such institutional investment managers, among other things, to disclose to the 
Commission the fair market value of its Section 13(f) Securities under management. Forms 13F 
filed with the Commission are available to the public on the Commission’s website. 
 
                                                      
1
 http://www.sec.gov/divisions/investment/13flists.htm. 

3 
 
 
 
 
3. One Congressional purpose in enacting Section 13(f)(1) of the Exchange Act was 
to create “a central depository of historical and current data about the investment activities of 
institutional investment managers” to assist investors and government regulators. S. Rep. No. 94-
75, 94th Cong., 2d Sess. 82-85 (1975). 
 
4. Section 13(h) of the Exchange Act and Rule 13h-1 promulgated thereunder apply 
to “large traders,” defined as market participants that exercise investment discretion and effect 
transactions in a substantial amount of national market system (“NMS”) securities,
2
 as measured by 
volume or market value. Persons whose transactions in NMS securities during any calendar day 
equal or exceed 2 million shares or $20 million, or whose transactions during any calendar month 
equal or exceed 20 million shares or $200 million must self-identify to the Commission on Form 
13H. Large traders are obligated to file an initial Form 13H promptly after first effecting 
transactions equal to or greater than the large trader threshold. See Rule 13h-1(b)(1)(i). Following 
an initial filing, large traders are required to submit an annual filing within 45 days of the end of 
each full calendar year. See Rule 13h-1(b)(1)(ii). If any information on the Form 13H becomes 
inaccurate, a large trader must file an amended Form 13H promptly after the end of the calendar 
quarter in which the information became inaccurate. See Rule 13h-1(b)(1)(iii). Rule 13h-1 
facilitates the Commission’s ability to assess the impact of large trader activity on the securities 
markets, to reconstruct trading activity following periods of unusual market volatility, and to 
analyze significant market events for regulatory purposes. 
 
Facts 
 
5. On the last trading day of December 2019, Respondent exercised investment 
discretion over Section 13(f) Securities with a fair market value of at least $100 million.   
 
6. Because Respondent exercised investment discretion over at least $100 million 
of Section 13(f) Securities on the last trading day of at least one month in 2019, Respondent was 
obligated to disclose its 2019 year-end holdings of Section 13(f) Securities by filing a Form 13F 
with the Commission within 45 days of December 31, 2019. 
 
7. Subsequently, Respondent’s holdings of Section 13(f) Securities continued to be at 
least $100 million. Thus, from at least February 2020 until the present, Respondent has had an 
obligation to file Forms 13F on a quarterly basis. Respondent, however, failed to file any Forms 
13F prior to April 2024. 
 
8. On April 10, 2024, Respondent filed its first Form 13F, for the quarter ending 
December 31, 2023. That filing showed that, as of December 31, 2023, Respondent held positions 
in 31 different Section 13(f) Securities, with a total market value of approximately $438,995,461. 
 
9. In May 2024, Respondent filed 17 Forms 13F, which, together with the April 10, 
                                                      
2
 NMS securities refer to “any security or class of securities for which transaction reports are collected, processed, and 
made available pursuant to an effective transaction reporting plan, or an effective national market system plan for 
reporting transactions in listed options.” 17 CFR 242.600(b)(64). The term refers generally to exchange-listed 
securities, including equities and options. 

4 
 
 
 
 
2024 filing, covered the period from the quarter ending December 31, 2019 to the quarter ending 
March 31, 2024, inclusive. 
 
10. Beginning in July 2013, Respondent had transacted in NMS securities equal to or 
exceeding 2 million shares or $20 million during any calendar day, or 20 million shares or $200 
million during any calendar month, qualifying it as a “large trader” under Section 13(h) of the 
Exchange Act and Rule 13h-1 thereunder. 
 
11. Because the Respondent met the definition of “large trader,” Respondent was 
obligated to file an initial Form 13H with the Commission promptly after qualifying in July 2013. 
 
12. During the period from July 2013 through April 2024, Respondent met the 
threshold to be considered a “large trader” in all but four years. Respondent was obligated to file 
annual filings within 45 days of the end of each full calendar year in which it was a large trader; it 
was also required to file amendments for any quarter in which information required by the form 
changed. Respondent, however, failed to file any Forms 13H prior to April 2024. 
 
13. On April 10, 2024, Respondent filed an initial Form 13H, identifying it as a large 
trader. 
 
14. In April 2024, Respondent self-reported to the Commission its failures to file 
Forms 13F and 13H. 
 
Violations 
 
15. As a result of the conduct described above, Respondent violated Section 13(f)(1) of 
the Exchange Act and Rule 13f-1 thereunder by failing to file Forms 13F. 
 
16. As a result of the conduct described above, Respondent violated Section 13(h) of 
the Exchange Act and Rule 13h-1 thereunder by failing to make any Form 13H filings. 
 
Respondent’s Self-Reporting, Cooperation, and Remedial Efforts 
 
In determining to accept the Offer, the Commission considered Respondent’s self-reporting 
to the Commission staff of its violations and cooperation afforded to the Commission staff.  The 
Commission also considered certain remedial acts promptly undertaken by Respondent following 
its discovery of the violations at issue. 
 
IV. 
In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent’s Offer. 
 
Accordingly, pursuant to Section 21C of the Exchange Act, it is hereby ORDERED that: 
 

5 
 
 
 
 
A. Respondent cease and desist from committing or causing any violations and any 
future violations of Sections 13(f)(1) and 13(h) of the Exchange Act and Rules 13f-1 and 13h-1 
promulgated thereunder. 
 
B. Respondent acknowledges that the Commission is not imposing a civil penalty 
based upon its self-reporting, cooperation, and remediation in a Commission investigation. If at any 
time following the entry of the Order, the Division of Enforcement (“Division”) obtains 
information indicating that Respondent knowingly provided materially false or misleading 
information or materials to the Commission, or in a related proceeding, the Division may, at its sole 
discretion and with prior notice to the Respondent, petition the Commission to reopen this matter 
and seek an order directing that the Respondent pay a civil money penalty. Respondent may contest 
by way of defense in any resulting administrative proceeding whether it knowingly provided 
materially false or misleading information, but may not: (1) contest the findings in the Order; or (2) 
assert any defense to liability or remedy, including, but not limited to, any statute of limitations 
defense. 
 
By the Commission. 
 
 
 
Vanessa A. Countryman  
 
 
Secretary 
 

1 

 

 

 

 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 101060 / September 17, 2024 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22137 

  

 

In the Matter of 

 

NATIONALE-

NEDERLANDEN 

POWSZECHNE 

TOWARZYSTWO 

EMERYTALNE S.A. 

 

Respondent. 

 

 

 

ORDER INSTITUTING CEASE- 

AND-DESIST PROCEEDINGS, 

PURSUANT TO SECTION 21C OF 

THE SECURITIES EXCHANGE 

ACT OF 1934, MAKING FINDINGS, 

AND IMPOSING A CEASE-AND-

DESIST ORDER 

 

I. 

 

The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-

and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 

Exchange Act of 1934 (“Exchange Act”) against Nationale-Nederlanden Powszechne 

Towarzystwo Emerytalne S.A. (“Respondent”). 

 

II. 

 

In anticipation of the institution of these proceedings, Respondent has submitted an Offer of 

Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose of 

these proceedings and any other proceedings brought by or on behalf of the Commission, or to 

which the Commission is a party, and without admitting or denying the findings herein, except as 

to the Commission’s jurisdiction over it and the subject matter of these proceedings, which are 

admitted, Respondent consents to the entry of this Order Instituting Cease-and-Desist Proceedings 

Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a 

Cease-and-Desist Order (“Order”), as set forth below. 

 



2 

 

 

 

 

III. 

 

On the basis of this Order and Respondent’s Offer, the Commission finds that: 

 

Summary 

 

From at least December 2019 through the present, Respondent, a foreign investment adviser 

not registered with the Commission, had investment discretion over at least $100 million of 

reportable securities and was therefore obligated to file quarterly Forms 13F beginning by at least 

February 2020. However, Respondent failed to file Forms 13F until April 2024. 

 

From at least July 2013, Respondent met the large trader definition under Section 13(h) of 

the Exchange Act and Rule 13h-1 thereunder and was required to file an initial Form 13H and 

annual Forms 13H and amendments as appropriate thereafter. However, Respondent failed to file 

an initial Form 13H until April 2024. 

 

Respondent 

 

1. Respondent is a foreign investment adviser with its principal place of business in 

Poland and is not registered with the Commission in any capacity. Respondent acts as the 

investment manager of an open pension fund, a voluntary pension fund, and several smaller 

optional life-cycle pension funds in Poland. Respondent is an “institutional investment manager” as 

defined in Section 13(f) of the Exchange Act and a “large trader” as defined in Section 13(h) of the 

Exchange Act. As of March 31, 2024, Respondent had total regulatory assets under management of 

approximately $15.8 billion for its pension funds. 

 

Background 

 

2. Section 13(f)(1) of the Exchange Act and Rule 13f-1 thereunder require that 

institutional investment managers file Forms 13F with the Commission on a quarterly basis if they 

exercise investment discretion over “Section 13(f) Securities” having an aggregate fair market 

value of at least $100 million. Section 13(f) Securities are equity securities of a class described in 

Rule 13f-1(c) under the Exchange Act. A list of these securities - called the Official List of Section 

13(f) Securities - is available on the Commission’s website.1 The Official List of Section 13(f) 

Securities primarily includes U.S. exchange-traded stocks (e.g., NYSE, AMEX, NASDAQ), shares 

of closed-end investment companies, and shares of exchange-traded funds (ETFs). Certain 

convertible debt securities, equity options, and warrants are on the Official List. Pursuant to Rule 

13f-1(b), an investment manager is deemed to exercise discretion over all accounts for which any 

person or entity under the control of the investment manager exercises investment discretion. Form 

13F requires such institutional investment managers, among other things, to disclose to the 

Commission the fair market value of its Section 13(f) Securities under management. Forms 13F 

filed with the Commission are available to the public on the Commission’s website. 

 

                                                      
1 http://www.sec.gov/divisions/investment/13flists.htm. 

https://www.sec.gov/divisions/investment/13flists.htm


3 

 

 

 

 

3. One Congressional purpose in enacting Section 13(f)(1) of the Exchange Act was 

to create “a central depository of historical and current data about the investment activities of 

institutional investment managers” to assist investors and government regulators. S. Rep. No. 94-

75, 94th Cong., 2d Sess. 82-85 (1975). 

 

4. Section 13(h) of the Exchange Act and Rule 13h-1 promulgated thereunder apply 

to “large traders,” defined as market participants that exercise investment discretion and effect 

transactions in a substantial amount of national market system (“NMS”) securities,2 as measured by 

volume or market value. Persons whose transactions in NMS securities during any calendar day 

equal or exceed 2 million shares or $20 million, or whose transactions during any calendar month 

equal or exceed 20 million shares or $200 million must self-identify to the Commission on Form 

13H. Large traders are obligated to file an initial Form 13H promptly after first effecting 

transactions equal to or greater than the large trader threshold. See Rule 13h-1(b)(1)(i). Following 

an initial filing, large traders are required to submit an annual filing within 45 days of the end of 

each full calendar year. See Rule 13h-1(b)(1)(ii). If any information on the Form 13H becomes 

inaccurate, a large trader must file an amended Form 13H promptly after the end of the calendar 

quarter in which the information became inaccurate. See Rule 13h-1(b)(1)(iii). Rule 13h-1 

facilitates the Commission’s ability to assess the impact of large trader activity on the securities 

markets, to reconstruct trading activity following periods of unusual market volatility, and to 

analyze significant market events for regulatory purposes. 

 

Facts 

 

5. On the last trading day of December 2019, Respondent exercised investment 

discretion over Section 13(f) Securities with a fair market value of at least $100 million.   

 

6. Because Respondent exercised investment discretion over at least $100 million 

of Section 13(f) Securities on the last trading day of at least one month in 2019, Respondent was 

obligated to disclose its 2019 year-end holdings of Section 13(f) Securities by filing a Form 13F 

with the Commission within 45 days of December 31, 2019. 

 

7. Subsequently, Respondent’s holdings of Section 13(f) Securities continued to be at 

least $100 million. Thus, from at least February 2020 until the present, Respondent has had an 

obligation to file Forms 13F on a quarterly basis. Respondent, however, failed to file any Forms 

13F prior to April 2024. 

 

8. On April 10, 2024, Respondent filed its first Form 13F, for the quarter ending 

December 31, 2023. That filing showed that, as of December 31, 2023, Respondent held positions 

in 31 different Section 13(f) Securities, with a total market value of approximately $438,995,461. 

 

9. In May 2024, Respondent filed 17 Forms 13F, which, together with the April 10, 
                                                      
2 NMS securities refer to “any security or class of securities for which transaction reports are collected, processed, and 

made available pursuant to an effective transaction reporting plan, or an effective national market system plan for 

reporting transactions in listed options.” 17 CFR 242.600(b)(64). The term refers generally to exchange-listed 

securities, including equities and options. 



4 

 

 

 

 

2024 filing, covered the period from the quarter ending December 31, 2019 to the quarter ending 

March 31, 2024, inclusive. 

 

10. Beginning in July 2013, Respondent had transacted in NMS securities equal to or 

exceeding 2 million shares or $20 million during any calendar day, or 20 million shares or $200 

million during any calendar month, qualifying it as a “large trader” under Section 13(h) of the 

Exchange Act and Rule 13h-1 thereunder. 

 

11. Because the Respondent met the definition of “large trader,” Respondent was 

obligated to file an initial Form 13H with the Commission promptly after qualifying in July 2013. 

 

12. During the period from July 2013 through April 2024, Respondent met the 

threshold to be considered a “large trader” in all but four years. Respondent was obligated to file 

annual filings within 45 days of the end of each full calendar year in which it was a large trader; it 

was also required to file amendments for any quarter in which information required by the form 

changed. Respondent, however, failed to file any Forms 13H prior to April 2024. 

 

13. On April 10, 2024, Respondent filed an initial Form 13H, identifying it as a large 

trader. 

 

14. In April 2024, Respondent self-reported to the Commission its failures to file 

Forms 13F and 13H. 

 

Violations 

 

15. As a result of the conduct described above, Respondent violated Section 13(f)(1) of 

the Exchange Act and Rule 13f-1 thereunder by failing to file Forms 13F. 

 

16. As a result of the conduct described above, Respondent violated Section 13(h) of 

the Exchange Act and Rule 13h-1 thereunder by failing to make any Form 13H filings. 

 

Respondent’s Self-Reporting, Cooperation, and Remedial Efforts 

 

In determining to accept the Offer, the Commission considered Respondent’s self-reporting 

to the Commission staff of its violations and cooperation afforded to the Commission staff.  The 

Commission also considered certain remedial acts promptly undertaken by Respondent following 

its discovery of the violations at issue. 

 

IV. 

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent’s Offer. 

 

Accordingly, pursuant to Section 21C of the Exchange Act, it is hereby ORDERED that: 

 



5 

 

 

 

 

A. Respondent cease and desist from committing or causing any violations and any 

future violations of Sections 13(f)(1) and 13(h) of the Exchange Act and Rules 13f-1 and 13h-1 

promulgated thereunder. 

 

B. Respondent acknowledges that the Commission is not imposing a civil penalty 

based upon its self-reporting, cooperation, and remediation in a Commission investigation. If at any 

time following the entry of the Order, the Division of Enforcement (“Division”) obtains 

information indicating that Respondent knowingly provided materially false or misleading 

information or materials to the Commission, or in a related proceeding, the Division may, at its sole 

discretion and with prior notice to the Respondent, petition the Commission to reopen this matter 

and seek an order directing that the Respondent pay a civil money penalty. Respondent may contest 

by way of defense in any resulting administrative proceeding whether it knowingly provided 

materially false or misleading information, but may not: (1) contest the findings in the Order; or (2) 

assert any defense to liability or remedy, including, but not limited to, any statute of limitations 

defense. 

 

By the Commission. 

 

 

 

Vanessa A. Countryman  

 

 

Secretary 

 


	UNITED STATES OF AMERICA
	SECURITIES AND EXCHANGE COMMISSION
	I.
	II.
	Summary
	Respondent
	Background
	Facts
	Violations
	Respondent’s Self-Reporting, Cooperation, and Remedial Efforts

	IV.