Form PF Will Result in Substantial Reporting Requirements for Registered Advisers to Private Funds

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On October 26 and October 31, the U.S. Securities and Exchange Commission (SEC) and Commodity Futures Trading Commission (CFTC), respectively, approved rules that will require certain investment advisers to report extensive information to the SEC on Form PF about the private funds they advise. The new reporting regime is an outgrowth of the July 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and is designed to provide the Financial Stability Oversight Council (FSOC)—another progeny of the Dodd-Frank Act—with information that will help FSOC monitor systemic risk in the U.S. financial system. Form PF is designed to supplement Form ADV, which was also revised in June 2011 to include substantial information about private funds advised by reporting advisers. Although Form PF has been significantly streamlined from the version proffered in the Proposing Release, and has been aligned in many ways with foreign reporting requirements, it will still represent an arduous and ongoing task for reporting advisers.

Who must report on Form PF? As an initial threshold, an investment adviser must file Form PF if it is registered or required to be registered with the SEC, advises one or more “private funds” (e.g., 3(c)(1) or 3(c)(7) funds), and had at least $150 million in regulatory assets under management attributable to such private funds at the end of its last fiscal year. Advisers that are not registered with the SEC or are exempt from registration—such as exempt reporting advisers—are not required to file Form PF. Importantly, although the Adopting Release refers to “private fund advisers” throughout, this essentially refers to registered advisers that advise private funds and does not refer to so-called “private fund advisers” that are exempt from SEC registration under Section 203(m) of the Investment Advisers Act of 1940 (Advisers Act).

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