SEC Proposes Reporting Obligations for Advisers to Private Funds on New Form PF


The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) directed the Securities and Exchange Commission (the “SEC”) and the Commodity Futures Trading Commission (the “CFTC”) to require investment advisers to private funds to maintain records and file reports containing such information as the SEC and CFTC deem necessary to assist the Financial Stability Oversight Council (the “FSOC”) in assessing systemic risks. On January 25, 2011, the SEC and CFTC proposed new Rule 204(b)-1 under the Investment Advisers Act of 1940 (the “Advisers Act”) to implement this provision of the Dodd-Frank Act. If adopted as proposed, Rule 204(b)-1 will require private fund advisers, including advisers to hedge funds, private equity funds and “liquidity funds” (i.e., private money market funds), to periodically file new Form PF with the SEC. The content and frequency of an adviser’s reporting obligations on Form PF would vary based on the types of private funds advised and the adviser’s assets under management (“AUM”). Generally, hedge funds and liquidity funds would be subject to more comprehensive reporting requirements than private equity funds, and certain “Large Private Fund Advisers” (generally advisers to funds with over $1 billion in AUM) would be subject to the most comprehensive and frequent reporting requirements.

Comments on proposed Rule 204(b)-1 are due 60 days following the publication of the proposed rule in the Federal Register.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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