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URL: https://www.frixlaw.com/law-library/documents/agency%3Asec%3A097f0615ed382924

## Record

- **Collection:** Agency decision
- **Document type:** Agency decision

## Text

Conformed to Federal Register version

COMMODITY FUTURES TRADING COMMISSION
17 CFR CHAPTER I
RIN 3038-AF31
SECURITIES AND EXCHANGE COMMISSION
17 CFR PART 279
[Release No. IA-6919; File No. S7-22-22]
RIN 3235-AN13
Form PF; Reporting Requirements for All Filers and Large Hedge Fund Advisers; Further
Extension of Compliance Date
AGENCIES: Commodity Futures Trading Commission and Securities and Exchange
Commission.
ACTION: Joint final rule; further extension of compliance date.
SUMMARY: The Commodity Futures Trading Commission (the “CFTC”) and the Securities
and Exchange Commission (the “SEC”) (collectively, “we” or the “Commissions”) are further
extending the compliance date for the amendments to Form PF that were adopted on February 8,
2024, from October 1, 2025, to October 1, 2026. Form PF is the confidential reporting form for
certain SEC-registered investment advisers to private funds, including those that also are
registered with the CFTC as a commodity pool operator (a “CPO”) or a commodity trading
adviser (a “CTA”).
DATES: As of September 19, 2025, the compliance date for the amendments to Form PF
codified March 12, 2024, at 89 FR 17984, and delayed February 5, 2025 at 90 FR 90 FR 9007,
and further delayed June 16, 2025 at 90 FR 25140, is further delayed until October 1, 2026.

FOR FURTHER INFORMATION CONTACT: SEC: Alexis Palascak and Daniel Levine,
Senior Counsels; Adele Kittredge Murray, Private Funds Fellow; or Robert Holowka, Acting
Assistant Director, Investment Adviser Regulation Office, at (202) 551-6787, Division of
Investment Management, Securities and Exchange Commission, 100 F Street NE, Washington,
DC 20549-8549. CFTC: Michael Ehrstein, Special Counsel, at (202) 418-6700, Commodity
Futures Trading Commission, Three Lafayette Centre, 1155 21st Street NW, Washington, DC
20581.
SUPPLEMENTARY INFORMATION: The Commissions are extending the compliance date
of the Final Form PF under the Investment Advisers Act of 1940 (the “Advisers Act”). 1
Agency

Reference

CFR Citation

CFTC & SEC

Form PF

17 CFR 279.9

I.

DISCUSSION
On February 8, 2024, the Commissions adopted amendments to Form PF [17 CFR

279.9] 2 under the Advisers Act (as amended, the “Final Form PF”). 3 Form PF is the form that

1

15 U.S.C. 80b. Unless otherwise noted, when we refer to the Advisers Act, or any section of the Advisers
Act, we are referring to 15 U.S.C. 80b, in which the Advisers Act is codified, and when we refer to rules
under the Advisers Act, or any section of these rules, we are referring to title 17, part 275 of the Code of
Federal Regulations [17 CFR 275], in which these rules are published.

2

Congress enacted Sections 404 and 406 of the Dodd-Frank Wall Street Reform and Consumer Protection
Act of 2010 (the “Dodd-Frank Act”), which require that private fund advisers file reports and specify
certain types of information that should be subject to reporting and/or recordkeeping requirements. Pub. L.
111-203, 124 Stat. 1376 (2010). With respect to such reports, the Dodd-Frank Act authorizes the SEC to
require that private fund advisers file such information “as necessary and appropriate in the public interest
and for the protection of investors, or for the assessment of systemic risk.” The result of this enactment is
Form PF, which is a joint form between the SEC and CFTC only with respect to sections 1 and 2 of the
Form.

3

Form PF; Reporting Requirements for All Filers and Large Hedge Fund Advisers, Release No. IA-6546
(Feb. 8, 2024) [89 FR 17984 (Mar. 12, 2024)] (“2024 Adopting Release”). Any reference to the
“Commissions” or “we,” as it relates to the collection and use of Form PF data, are meant to refer to the
agencies in their separate or collective capacities (as the context requires or permits), and such data from
filings made pursuant to 17 CFR 275.204(b)-1, by and through Private Fund Reporting Depository, a

2

certain SEC-registered investment advisers, including those that also are registered with the
CFTC as a CPO or a CTA, use to report confidential information about the private funds 4 that
they advise.
The Commissions initially established a single effective and compliance date for the
Final Form PF of March 12, 2025, which was one year from its date of publication in the Federal
Register (the “Initial Compliance Date”). On January 29, 2025, the Commissions extended the
compliance date of Final Form PF to June 12, 2025, to address certain challenges associated with
the timing of reporting cycles for Form PF. 5
Subsequently, the Commissions became aware of remaining significant challenges
associated with coming into compliance with the Final Form PF by June 12, 2025, and further
extended the compliance date to October 1, 2025 (the “Current Compliance Date”). 6
Accordingly, filers have been allowed to file the version of Form PF in effect prior to the Final
Form PF amendments (the “Current Form PF”) until the Current Compliance Date.

subsystem of the Investment Adviser Registration Depository, and reports, analysis, and memoranda
produced pursuant thereto.
4

See 17 CFR 275.204(b)-1. Advisers Act section 202(a)(29) defines the term “private fund” as an issuer that
would be an investment company, as defined in section 3 of the Investment Company Act of 1940 (the
“Investment Company Act”), but for section 3(c)(1) or section 3(c)(7) of that act. Section 3(c)(1) of the
Investment Company Act provides an exclusion from the definition of “investment company” for any
issuer whose outstanding securities (other than short-term paper) are beneficially owned by not more than
one hundred persons (or, in the case of a qualifying venture capital fund, 250 persons) and which is not
making and does not presently propose to make a public offering of its securities. Section 3(c)(7) of the
Investment Company Act provides an exclusion from the definition of “investment company” for any
issuer, the outstanding securities of which are owned exclusively by persons who, at the time of acquisition
of such securities, are qualified purchasers (as defined in section 2(a)(51) of the Investment Company Act),
and which is not making and does not at that time propose to make a public offering of such securities.

5

Form PF; Reporting Requirements for All Filers and Large Hedge Fund Advisers; Extension of
Compliance Date, Release No. IA-6838 (Jan. 29, 2025) [90 FR 9007 (Feb. 5, 2025)] (“Initial Compliance
Date Extension Release”).

6

Form PF; Reporting Requirements for All Filers and Large Hedge Fund Advisers; Further Extension of
Compliance Date, Release No. IA-6883 (June 11, 2025) [90 FR 25140 (June 16, 2025)] (“June Compliance
Date Extension Release”).

3

Since the Initial Compliance Date extension, commenters have stated that the Final Form
PF raises questions related to a January 2025 Presidential Memorandum or that it otherwise
requires additional consideration. 7 Specifically, on January 20, 2025, President Donald J. Trump
signed a Presidential Memorandum directing agencies to consider postponing the effective date
of any rules that had been published in the Federal Register, or that were issued but had not yet
taken effect, for the purpose of reviewing any questions of fact, law, and policy that the rules
may raise. 8 Although the Presidential Memorandum prescribed an initial review period of only
60 days, it also directed agencies to consider further delaying, or publishing for notice and
comment, proposals to further delay such rules beyond the 60-day period where necessary to
continue to review these questions of fact, law, and policy. The Presidential Memorandum
further provides that, for those rules that raise substantial questions of fact, law, or policy,
agencies should provide notice and take further appropriate action. 9
In light of these comments, when extending the June 2025 compliance date for Final
Form PF, the Commissions indicated that we may continue to review whether Final Form PF
raises substantial questions of fact, law, or policy during the extended compliance period. 10

7

Comment Letter of Managed Funds Association (May 23, 2025), https://www.mfaalts.org/wpcontent/uploads/2025/05/MFA-Letter-to-SEC-and-CFTC-re.-Form-PF-Extension-Request-As-submitted5.23.25.pdf; Comment Letter of the Alternative Investment Management Association (Mar. 10, 2025);
Comment Letter of Managed Funds Association (Sept. 9, 2025), https://www.mfaalts.org/letter/mfa-letterto-sec-requests-extension-for-form-pf-compliance-date/; see also Comment Letter of Investment Adviser
Association (June 10, 2025), https://www.investmentadviser.org/resources/iaa-supports-form-pfcompliance-date-extension/; Comment Letter of the Alternative Investment Management Association (Aug.
6, 2025); Comment Letter of the Alternative Investment Management Association (Sept. 5, 2025).

8

See Regulatory Freeze Pending Review (Jan. 20, 2025) [90 FR 8249 (Jan. 28, 2025)], available at
https://www.whitehouse.gov/presidential-actions/2025/01/regulatory-freeze-pending-review/ (the
“Presidential Memorandum”).

9

Id. (“For those rules that raise substantial questions of fact, law, or policy, agencies should notify and take
further appropriate action in consultation with the OMB Director.”).

10

See June Compliance Date Extension Release at n.12.

4

Having now initiated that review, we believe more time is needed to complete a substantive
review of Form PF and determine whether any further action is needed. Therefore, we are
granting a further compliance date extension to October 1, 2026 to provide time for the
Commissions to complete their review in accordance with the Presidential Memorandum and, to
the extent there are substantial questions of fact, law, or policy, take any further appropriate
actions, which may include proposing new amendments to Form PF. 11 This time period will
allow such review, and any related action, to occur in a manner that could reduce the costs
advisers may incur to comply with any amendments that could change. As part of this review,
the Commissions will continue to consider the costs and benefits of Final Form PF. 12 If the
Commissions determine that no further amendments to Form PF are needed after the completion
of their review, the delayed compliance date in this release is intended to provide advisers with
sufficient time to comply with the amendments after being notified that the Commissions’
review is complete. 13
II.

ECONOMIC ANALYSIS
The SEC is mindful of the economic effects, including the costs and benefits, of the

compliance date extension. Section 202(c) of the Advisers Act provides that when the SEC is
engaging in rulemaking under the Advisers Act and is required to consider or determine whether
an action is necessary or appropriate in the public interest, the SEC shall also consider whether

11

See infra section II for a discussion of alternative time periods that have been considered for a further
extension of the Current Compliance Date.

12

See 2024 Adopting Release at section IV.C.

13

Depending on the length of the review, the Commissions may adjust the compliance date provided in this
release as needed.

5

the action will promote efficiency, competition, and capital formation, in addition to the
protection of investors.
The baseline against which the costs, benefits, and the effects on efficiency, competition,
and capital formation of the compliance date extension are measured consists of the current state
of the market, Form PF filers’ current practices, and the current regulatory framework, including
recently adopted rules. The changes to the Form PF represented in the Final Form PF will impact
all categories of private fund advisers. These include, but are not limited to, advisers to hedge
funds, private equity funds, real estate funds, securitized asset funds, liquidity funds, and venture
capital funds. 14
As discussed above, the Commissions extended the Initial Compliance Date for the Final
Form PF from March 12, 2025, to June 12, 2025, and later adopted another extension until the
Current Compliance Date of October 1, 2025 to address certain challenges associated with
coming into compliance with the Final Form PF that had nevertheless remained. 15 The latter
extension allows Form PF filers to continue to file the Current Form PF until the Current
Compliance Date.
This final rule will extend the compliance date for the Final Form PF to October 1, 2026
to provide further time for the Commissions to complete their review in accordance with the
Presidential Memorandum and, to the extent there are substantial questions of fact, law, or
policy, take any further appropriate actions, which may include proposed amendments to Form

14

See 2024 Adopting Release.

15

See supra notes 5-6 and accompanying text. See also June Compliance Date Extension Release, n.6-7.

6

PF. 16 The additional extension will affect all advisers required to file the Final Form PF. 17
Regardless of whether the Commissions determine to further amend the Final Form PF following
their review, the delayed compliance date will save the affected advisers the incremental costs of
complying with the Final Form PF during the one-year extension. 18 If the Commissions
determine that no further amendments to Form PF are needed after the completion of their
review, the delayed compliance date in this release is also intended to provide advisers with
sufficient time to comply with the amendments after being notified that the Commissions’
review is complete. 19
The costs of extending the compliance date to October 1, 2026 are related to the
Commissions and the Financial Stability Oversight Council (the “FSOC”) not receiving the
updated information collected on Final Form PF during the extended compliance period, because
the extension delays the realization of economic benefits from the new information on Final
Form PF. 20 For example, to the extent that there are significant market events during the

16

See supra notes 8-9 and accompanying text.

17

See 2024 Adopting Release for baseline statistics on Form PF filers.

18

See 2024 Adopting Release for PRA compliance costs associated with the Final Form PF.

19

See supra note 13 and accompanying text.

20

Specifically, the Final Form PF was designed to facilitate two primary goals the SEC sought to achieve
with reporting on Form PF as articulated in the 2024 Adopting Release, namely: (1) facilitating FSOC’s
understanding and monitoring of potential systemic risk relating to activities in the private fund industry
and assisting FSOC in determining whether and how to deploy its regulatory tools with respect to nonbank
financial companies; and (2) enhancing the SEC’s abilities to evaluate and develop regulatory policies and
improving the efficiency and effectiveness of the SEC’s efforts to protect investors and maintain fair,
orderly, and efficient markets. The Final Form PF was designed to (1) provide solutions to potential
reporting errors and issues of data quality when analyzing Form PF filings across advisers and when
analyzing multiple different regulatory filings; (2) help Form PF more completely and accurately capture
information relevant to ongoing trends in the private fund industry in terms of ownership, size, investment
strategies, and exposures; and (3) take certain steps to streamline certain reporting and reduce certain
reporting burdens without compromising investor protection efforts and systemic risk analysis. See Initial
Compliance Date Extension Release. See also 2024 Adopting Release, at section IV.C.1.

7

extension period, extending the compliance date may result in forgone benefits from the
Commissions and the FSOC not receiving this information on Final Form PF.
The extension of the compliance date also will further delay the accrual of any effects on
market efficiency, competition, and capital formation described in the 2024 Adopting Release.
As an alternative, we could have provided a shorter or longer compliance date extension
(e.g., 6-month or 2-year extension). However, we believe that a shorter extension would not
provide enough time for the Commissions’ review of the Final Form PF and, after notification
that the review is complete, provide advisers with sufficient time to comply with the
amendments if the Commissions determine that no further amendments to Form PF are needed.
Conversely, a longer extension would extend the accrual of benefits from the augmented
information on Final Form PF longer than necessary if there are no further amendments.
III.

PROCEDURAL AND OTHER MATTERS
The Administrative Procedure Act (“APA”) generally requires an agency to publish

notice of a rulemaking in the Federal Register and provide an opportunity for public comment.
This requirement does not apply, however, if the agency “for good cause finds . . . that notice
and public procedure are impracticable, unnecessary, or contrary to the public interest.” 21
The Commissions, for good cause, find that notice and solicitation of public comment to
further extend the compliance date for the Final Form PF are impracticable, unnecessary, or
contrary to the public interest. 22 This extension does not impose any new substantive regulatory
requirements on any person and merely reflects the further extension of the compliance date for

21

5 U.S.C. 553(b)(B).

22

See 5 U.S.C. 553(b)(B) (stating that an agency may dispense with prior notice and comment when it finds,
for good cause, that notice and comment are “impracticable, unnecessary, or contrary to the public
interest”).

8

the Final Form PF. For the reasons discussed above, an extension of the compliance date to
October 1, 2026, is designed to provide the Commissions sufficient time to complete their review
in accordance with the Presidential Memorandum and, to the extent there are substantial
questions of fact, law, or policy, take any further appropriate actions. Given the time constraints,
a notice and comment period could not reasonably be completed prior to the Current Compliance
Date.
For similar reasons, although the publication of a rule is generally required at least 30
days before its effective date, the requirements of 5 U.S.C. 553(d)(3) and 808(2) are satisfied
(notwithstanding the requirement of 5 U.S.C. 801) 23 and therefore the good cause exception
applies to this action. 24
Pursuant to the Congressional Review Act, the Office of Information and Regulatory
Affairs has designated these amendments as not a “major rule,” as defined by 5 U.S.C. 804(2).
The Office of Management and Budget has determined that this action is not a significant

23

See 5 U.S.C. 553(d)(3) (the publication of a substantive rule may be less than 30 days before its effective
date for good cause found and published with the rule); 808(2) (if a Federal agency finds that notice and
public comment are impracticable, unnecessary or contrary to the public interest, a rule shall take effect at
such time as the Federal agency promulgating the rule determines). This rule also does not require analysis
under the Regulatory Flexibility Act. See 5 U.S.C. 604(a) (requiring a final regulatory flexibility analysis
only for rules required by the APA or other law to undergo notice and comment). Finally, this rule does not
contain any collection of information requirements as defined by the Paperwork Reduction Act of 1995
(“PRA”). 44 U.S.C. 3501 et seq. Accordingly, the PRA is not applicable.

24

See 5 U.S.C. 553(d)(3).

9

regulatory action as defined in Executive Order 12866, as amended, and therefore it was not
subject to Executive Order 12866 review.
Note: Form PF will not appear in the Code of Federal Regulations.
By the Commissions.
Dated: September 17, 2025.

Christopher Kirkpatrick,
Secretary, Commodity Futures Trading Commission.

Vanessa A. Countryman,
Secretary, Securities and Exchange Commission.

10

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Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Asec%3A097f0615ed382924. Public record. Not legal advice.