As most private fund investment advisers have heard, the SEC and the Commodity Futures Trading Commission (“CFTC”) adopted new rules under the Commodity Exchange Act (“CEA”) and the Investment Advisers Act of 1940 that require Form PF filings by private fund advisers. The new Form PF filing requirement applies to SEC-registered investment advisers, as well as CFTC-registered commodity pool operators (“CPOs”) and commodity trading advisors (“CTAs”). The information collected by Form PF is designed to assist the Financial Stability Oversight Council, created under the Dodd-Frank Act, in its assessment of systemic risk in the U.S. financial system and the private fund industry. The initial filing date for Form PF is quickly approaching for certain private fund advisers, such as “large liquidity fund advisers” and “large hedge fund advisers”. Below is a breakdown of requirements and filing dates for each classification of private fund advisers.
Who must file a Form PF?
An investment adviser must file Form PF if it: (1) is registered or required to register with the SEC; (2) advises one or more private funds; and (3) had at least $150 million in regulatory Assets Under Management (“AUM”) attributable to private funds as of the end of its most recently completed fiscal year. These conditions also apply to CPOs and CTAs that manage any commodity pool that is a “private fund.”
What information is required on Form PF?
The amount and type of information required on Form PF varies based on both the size of the adviser and the types of funds managed. All private fund advisers are required to complete Sections 1a and 1b. Additionally, Section 1c must be completed by hedge fund advisers for each hedge fund they advise. Most Form PF filers or “smaller advisers” (i.e., advisers who had greater than $150 million in private fund AUM, but less than a “large” threshold at the end of the most recently completed fiscal year) will only need to complete Sections 1a and 1b of Form PF, which covers basic information dealing with the adviser’s identity and AUM. However, three types of “Large Private Fund Advisers” are required to complete additional sections:
- Section 2 of Form PF: Large hedge fund advisers (i.e., advisers who had at least $1.5 billion in hedge fund AUM as of the end of any month during the prior fiscal quarter) must complete Section 2. This section requires additional information regarding the hedge funds these advisers manage.
- Section 3 of Form PF: Large liquidity fund advisers (i.e., advisers who manage one or more liquidity funds and who had at least $1 billion in combined liquidity fund and registered money market fund assets as of the end of any month in the prior fiscal quarter) must compete Section 3 of Form PF. Section 3 requires information concerning funds valuation, valuation methodology, liquidity and certain identified positions.
- Section 4 of Form PF: Large private equity fund advisers (i.e., advisers who had at least $2 billion in private equity fund AUM as of the last day of the most recent fiscal year) must complete Section 4. This section requires information dealing with the private equity fund’s activities, portfolio companies and certain creditors.
When are the reporting deadlines, compliance dates, and initial filing dates for Form PF?
Reporting deadlines, compliance dates and initial filing dates vary depending on the type and size of private fund advisers. Large liquidity fund advisers, large hedge fund advisers and large private equity fund advisers have rapidly approaching deadlines. These private fund advisers all have a compliance date of June 15, 2012. Other notable and upcoming deadlines are the initial filing dates for large liquidity fund advisers and large hedge fund advisers, which are July 15, 2012 and August 29, 2012, respectively. Other types of private fund advisers have later reporting deadlines and filing dates.
What is the reporting frequency of Form PF?
Large liquidity fund advisers and large hedge fund advisers must file Form PF quarterly, while large private equity fund advisers and smaller advisers are only required to file Form PF annually.
The CFTC and the SEC’s Joint Final Rules regarding the reporting of Form PF are available here.