Extended Compliance Date for Recent Form PF Amendments

The new year always marks the start of a busy regulatory filing season for registered investment advisers, including investment advisers that file Form PF (“Form PF Filers”).[1] This year could be especially challenging since, among other things, the Trump administration has been busy attempting to reshape the regulatory environment since the inauguration.[2] Certain of these efforts directly impact recently adopted rulemakings applicable to investment advisers, including Form PF Filers.

On January 29, 2025, the SEC and the CFTC extended the compliance date for the most recent amendments to Form PF, which were adopted on February 8, 2024.[3] The compliance date for these amendments has been extended three months, from March 12, 2025 to June 12, 2025.[4] As a result, Form PF Filers with a December fiscal year end that only file Form PF on an annual basis will not need to complete the newest version of the form when completing their annual updating amendments due by April 30, 2025.[5] “Large Hedge Fund Advisers”[6] and “Large Liquidity Fund Advisers,”[7] on the other hand, are required to file Form PF on a quarterly basis—60 days and 15 days after the end of the calendar quarter, respectively—and will need to use the newest version of Form PF for filings due after the end of the second calendar quarter of 2025.

Notwithstanding the temporary delay on implementing the Form PF amendments adopted on February 8, 2024, annual Form PF Filers should keep in mind that such amendments include significant changes to the form that will require most filers to collect and report more detailed information about the private funds they advise. Accordingly, after the extended June 12, 2025 compliance date, most Form PF Filers will be required to complete a significantly revamped version of the form and thus should not overlook the recent round of amendments. The newest version of Form PF will, for example:

• request information about the investment adviser’s assets under management and, with respect to each reporting fund, withdrawal and redemption rights, gross asset value and net asset value, inflows and outflows, base currency, borrowings and types of creditors, fair value hierarchy, beneficial ownership, and performance;
• request information about investment strategies, counterparty exposures, and trading and clearing mechanisms employed by each hedge fund advised by the Form PF Filer;
• require separate reporting for each component fund of a master-feeder arrangement and parallel fund structure; and
• require reporting of “trading vehicles”[8] used by reporting funds.

Although implementation of the most recent amendment to Form PF has been delayed, other recent amendments to Form PF, which implemented “current” reporting requirements for Large Hedge Fund Advisers and advisers to one or more private equity funds, among other changes, already took effect.[9] These obligations remain in effect and applicable Form PF Filers should be actively monitoring for these current reporting triggers. Additionally, on December 20, 2024, the SEC staff published responses to additional Form PF FAQs.[10] These new responses largely address how Form PF Filers should respond to certain questions as they transition to the newest version of the form. To date, the SEC staff has not published revised answers of these new FAQs to reflect the new compliance date.

It is also worth noting that the SEC has recently focused enforcement scrutiny on Form PF compliance, settling actions against several investment advisers for failing to file Form PF.[11] It remains unclear whether Form PF will remain an enforcement priority under the new SEC leadership, but the SEC staff—regardless of the political composition of the SEC—historically has focused enforcement and examination efforts on compliance with newly adopted rules.

A more comprehensive MoFo client alert that summarizes the upcoming Form PF reporting requirements in detail, any revisions to the recent SEC staff FAQs, and any related developments will follow.

[1] For an in-depth overview of investment advisers’ annual filing obligations, see “Finish Strong and Looking Ahead,” MoFo Client Alert (Dec. 16, 2024).

[2] On January 20, 2025, President Trump issued an order that, among other things, instructed all agencies to consider postponing for 60 days from the date of the memorandum the effective date of any rules that have been published in the Federal Register, or any rules that have been issued in any manner but have not taken effect, for the purpose of reviewing any questions of fact, law, and policy that the rules may raise. See Regulatory Freeze Pending Review, Presidential Action (Jan. 20, 2025).

[3] The SEC adopted amendments to Form PF on February 8, 2024, marking the third set of amendments to the form in 12 months. See Form PF; Reporting Requirements for All Filers and Large Hedge Fund Advisers, SEC Rel. No. IA-6546 (Feb. 8, 2024).

[4] See Extension of Form PF Amendments Compliance Date, SEC Press Release (Jan. 29, 2025).

[5] All Form PF Filers are required to file a Form PF annual amendment within 120 days following the end of their fiscal year end.

[6] A “Large Hedge Fund Adviser” is an adviser that, collectively with its related persons, 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 the adviser’s most recently completed fiscal quarter.

[7] A “Large Liquidity Fund Adviser” is an adviser that advises one or more liquidity funds (as defined in Form PF) and had, collectively with any related persons, at least $1 billion in combined money market and liquidity fund assets under management, as of the last day of any month in the fiscal quarter immediately preceding the adviser’s most recently completed fiscal quarter.

[8] A “trading vehicle” is a separate legal entity, wholly or partially owned by one or more reporting funds, that holds assets, incurs leverage, or conducts trading or other activities as part of a reporting fund’s investment activities but does not operate a business.

[9] Any Form PF Filer (1) that is a Large Hedge Fund Adviser must file a current report on Section 5 of Form PF within 72 hours after the occurrence of certain events with respect to any qualifying hedge fund, and (2) that advises a private equity fund must file a quarterly report on Section 6 of Form PF within 60 days of the end of the calendar quarter if a private equity fund advised by the adviser experienced either of the following events in that quarter: (i) an adviser-led secondary transaction, or (ii) a general partner removal or an investor election to terminate the fund or its investment period. See SEC Adoption of Current Reporting and Other Amendments to Form PF, MoFo Client Alert (May 4, 2023).

[10] See Amended Form PF Frequently Asked Questions, SEC Division of Investment Management (last visited Feb. 3, 2025).

[11] See “SEC Charges Seven Private Fund Advisers for Repeatedly Failing to File Form PF,” SEC AP Summary (Dec. 13, 2024) (settling enforcement against seven registered investment advisers for failing to file Form PF and imposing cease-and-desist orders, censures, and civil monetary penalties totaling $790,000).