On May 3, 2023, the U.S. Securities and Exchange Commission (SEC) adopted, by a vote of 3-2, amendments to Form PF (the “Amended Form”), the confidential reporting form for certain SEC-registered investment advisers to private funds. The Amended Form will require significantly more reporting from private fund advisers, including current reporting by large hedge fund advisers within 72 hours after the occurrence of certain specified events.[1]
The Amended Form addresses the first of two Form PF proposals that the SEC issued in 2022 (the “First Proposal), which proposed “current” reporting obligations within one business day for certain private fund advisers and decreasing the reporting threshold for large private equity fund advisers from $2 billion to $1.5 billion in private equity fund assets under management.[2] The Amended Form does not address changes contained in the SEC’s second Form PF proposal (the “Second Proposal”), which the SEC proposed jointly with the Commodity Futures Trading Commission (CFTC) and which included amendments designed to collect more detailed information to enable the SEC and CFTC to better assess systemic risk.[3] The SEC did not signal an intent to adopt these two proposals simultaneously and, accordingly, it is perhaps not surprising that the SEC only adopted changes proposed in the First Proposal at this time. The SEC stated that it continues to consider comments received in connection with the Second Proposal and, thus, it is important for advisers to be aware that the SEC could still adopt that proposal at a later date.
The SEC set two separate compliance dates for the Amended Form. For new sections 5 and 6, the effective/compliance date is 180 days after the publication of the Amended Form in the Federal Register, which means that large hedge fund advisers could be subject to the new current reporting obligations as soon as the fourth quarter of this year. The compliance date for other aspects of the Amended Form is 365 days after the Amended Form’s publication in the Federal Register. We summarize new key elements of the Amended Form, compared against the First Proposal, in the chart below.
We are continuing to evaluate the Amended Form and assessing the impact it will have on private fund advisers that file reports on Form PF.
[1]See Amendments to Form PF to Require Event Reporting for Large Hedge Fund Advisers and Private Equity Fund Advisers and to Amend Reporting Requirements for Large Private Equity Fund Advisers, SEC Rel. No. IA-6297 (May 3, 2023).
[2]See Amendments to Form PF to Require Current Reporting and Amend Reporting, SEC Rel. No. IA-5950 (Jan. 26, 2022).
[3]See Form PF; Reporting Requirements for All Filers and Large Hedge Fund Advisers, SEC Rel. No. IA-6083 (Aug. 10, 2022).
[4] Notably, for the thresholds of certain of the reporting events, the Amended Form will reference changes in the reporting fund aggregate calculated value (RFACV) over a rolling 10-business-day period, instead of a fund’s daily net asset value.
[5] While the SEC continues to consider comments on the Second Proposal, as noted above, the comment period for this proposal closed in October 2022.
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