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Proposed Amendments to Form PF

February 22, 2022


By Royce Suba



In 2011, the SEC approved Rule 204(b)-1 requiring that certain registered investment advisors (“Advisors”) to private funds (“Private Funds”) periodically complete Form PF to provide the SEC and the Financial Stability Oversight Council (“FSOC”) with information regarding the Private Funds’ strategies, assets, and operations.  The SEC and FSOC use the information provided on Form PF to monitor Private Funds and assess systemic risk to the US financial system.

Since 2011, the Private Fund industry has grown substantially with current assets under management (“AUM”) of approximately $18 trillion, an increase of 70% just in the past five years.  In consideration of the significant and growing role of Private Funds, the SEC voted to propose changes to Form PF on January 26, 2022, as summarized below.  Once the proposed rule changes are posted to the Federal Register, the public will have 30 days to comment.

Proposed Amendments

A. New Current Reporting for Large Hedge Fund Advisors and Advisors to Private Equity Funds

Form PF filings are required on a quarterly or annual basis depending on the size and type of Private Fund advised.  Large Hedge Fund Advisors are defined as those that had at least $1.5 billion in hedge fund assets under management as of the last day of any month in the fiscal quarter immediately preceding their most recently completed fiscal quarter.  While Large Hedge Fund Advisors are currently required to make quarterly Form PF filings, the proposed amendments would require them to file “current reports” due one business day after certain reporting events including extraordinary investment losses, significant margin, and counterparty default events, material changes in prime broker relationships, changes in unencumbered cash, operations events, and events associated with withdrawals and redemptions.

The proposed amendments would also impose current reporting on Advisors to Private Equity Funds.  Such Advisors would also be required to file current reports within one business day upon the occurrence of certain reporting events pertaining to the execution of Advisor-led secondary transactions, implementation of general partner or limited partner clawbacks, removal of a Private Fund’s general partner, termination of a Private Fund’s investment period, or termination of a Private Fund.

These proposed amendments are designed to allow the SEC and FSOC to receive more timely information about certain events that may signal market instability or distress at reporting hedge funds and private equity funds.

B. Large Private Equity Advisor Reporting

Currently, Large Private Equity Advisors are those with AUM in advised private equity funds of $2 billion or more.  A proposed amendment would reduce the threshold to $1.5 billion.  The lower AUM threshold will allow the SEC and FSOC to collect data from a similar proportion of the U.S. private equity industry as when Form PF was initially adopted.

Additionally, the proposed changes would amend Section 4 of Form PF for Large Private Equity Advisors.  Such changes are designed to gather more detailed information regarding fund strategies, use of leverage and portfolio company financings, fund investments in different levels of a single portfolio company’s capital structure, portfolio company restructurings or recapitalizations, and controlled portfolio companies (“CPCs”).  The proposed amendments aim to provide the SEC and FSOC with additional data to better assess the systemic risk posed by large private equity funds.

C. Large Liquidity Fund Advisor Reporting

Under proposed amendments, Large Liquidity Fund Advisors would be required to report essentially the same information that money market funds report on Form N-MFP.  Reportable items include information regarding operations, assets and portfolio holdings, financings, investors, dispositions, and weighted average life and maturities of holdings.  The SEC has proposed changes to Form N-MFP as well and taken together, the information gathered from the two forms enhances the ability of the SEC and FSOC to assess systemic risk as it relates to the short-term financing markets.


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This article is not a solicitation of any investment product or service to any person or entity. The content contained in this article is for informational use only and is not intended to be and is not a substitute for professional financial, tax or legal advice.