Jesse P. Kanach

The U.S. Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) on April 20 jointly proposed amendments to Form PF that would eliminate or reduce private fund reporting obligations for a significant portion of investment advisers (the Proposal).[1]

Prior Amendments to Form PF

Form PF is the confidential reporting form required for certain SEC-registered investment advisers that advise private funds, including certain of those that are also registered with the CFTC as a commodity pool operator (CPO) or a commodity trading advisor (CTA).

With the Proposal, the SEC built upon two prior sets of amendments, which have not yet taken full effect. On May 3, 2023, the SEC adopted amendments to Form PF that introduced, among other things, current event reporting for large hedge fund advisers and quarterly event reporting for private equity fund advisers.[2] On February 8, 2024, the SEC and the CFTC adopted additional amendments to Form PF requiring, among other things, separate reporting for master-feeder and parallel fund structures and introduced reporting requirements for newly-defined “trading vehicles” (2024 Amendments).[3] However, the SEC delayed the relevant compliance dates to at least October 1, 2026.[4]

The New Proposal and Key Insights

The SEC and the CFTC used the 2024 Amendments as the baseline for the Proposal, retaining certain elements, while eliminating or modifying others. If adopted, the Proposal would, among other things:

• Raise the reporting threshold for all Form PF filers from $150 million to $1 billion in private fund assets under management (AUM).
• Raise the reporting threshold for “large hedge fund advisers” from $1.5 billion to $10 billion in hedge fund AUM.[5]
• Eliminate all quarterly event reporting requirements applicable to private equity funds, including the obligations for a private equity fund adviser to report, on a quarterly basis, adviser-led secondary transactions, general partner removals, termination of investment periods, and fund terminations.
• Eliminate certain current reporting requirements applicable to large hedge fund advisers, including the obligations for large hedge fund advisers to report, within 72 hours, if a qualifying hedge fund is unable to meet a margin call or pay a redemption request, while certain other current reporting requirements remain in place or are streamlined.
• Introduce a de minimis exception for separate reporting applicable to certain feeder funds.
• Streamline the “look through” requirement for a reporting fund’s investments in other funds or entities when reporting indirect exposures.

Coinciding with the release of the Proposal, Brian Daly, the director of the SEC’s Division of Investment Management, published a video interview with the American Bar Association’s Private Funds Subcommittee to his social media in which he described the Proposal’s intent to create a “‘Skinny & Smart’ Form PF”; first, by reducing the number of required Form PF filers and reporting exposures (that is, a “Skinny PF”), and second, by eliminating duplicative and unnecessary questions and reducing the burdens for filers to respond to questions (that is a “Smart PF”).

In sum, the Proposal would eliminate filing obligations for certain advisers, eliminate and streamline certain reporting requirements, and make corrections and other revisions.

Proposed Transition Period

The SEC and CFTC propose a minimum 12-month transition period from the date of adoption of the Proposal, with some filers having longer to accommodate their reporting cycle.

Comment Period

The public comment period for the Proposal ends June 23, 2026.

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