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COMMODITY FUTURES TRADING COMMISSION

17 CFR Chapter I

RIN 3038-AF31

SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 275 and 279

[Release No. IA-6546; File No. S7-22-22]

RIN 3235-AN13

Form PF; Reporting Requirements for All Filers and Large Hedge Fund Advisers

AGENCIES: Commodity Futures Trading Commission and Securities and Exchange

Commission.

ACTION: Joint final rule.

SUMMARY: The Commodity Futures Trading Commission (“CFTC”) and the Securities and

Exchange Commission (“SEC”) (collectively, “we” or “Commissions”) are adopting

amendments to Form PF, 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 (“CPO”) or commodity trading adviser (“CTA”). The amendments are designed to

enhance the Financial Stability Oversight Council’s (“FSOC’s”) ability to monitor systemic risk

as well as bolster the SEC’s regulatory oversight of private fund advisers and investor protection

efforts. In connection with the amendments to Form PF, the SEC is amending a rule under the

Investment Advisers Act of 1940 (“Advisers Act”) to revise instructions for requesting a

temporary hardship exemption.

DATES: Effective date: This rule is effective March 12, 2025.

Compliance date: See section II.F of this final rule.

FOR FURTHER INFORMATION CONTACT: CFTC: Pamela Geraghty, Acting Deputy

Director; Michael Ehrstein, Special Counsel; Elizabeth Groover, Special Counsel; or Andrew

Ruggiero, Special Counsel, at (202) 418-6700, Commodity Futures Trading Commission, Three

Lafayette Centre, 1155 21st Street NW, Washington, DC 20581. SEC: Neema Nassiri, Jill

Pritzker, Senior Counsels; Tom Strumpf, Branch Chief; or Melissa Roverts Harke, Assistant

Director, at (202) 551-6787 or IArules@sec.gov, Investment Adviser Regulation Office,

Division of Investment Management, Securities and Exchange Commission, 100 F Street NE,

Washington, DC 20549-8549.

SUPPLEMENTARY INFORMATION: The Commissions are adopting amendments to Form

PF [17 CFR 279.9] under the Advisers Act, and the SEC is adopting amendments to 17 CFR

275.204(b)-1 under the Advisers Act.1

Agency

CFTC & SEC

SEC

Reference

Form PF2

Rule 204(b)-1

CFR Citation

17 CFR 279.9

17 CFR 275.204(b)-1

TABLE OF CONTENTS

II.

INTRODUCTION

DISCUSSION

Amendments to the General Instructions

1. Reporting Master-Feeder Arrangements and Parallel Fund Structures

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, at 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.

Congress enacted Sections 404 and 406 of the Dodd-Frank Act, which required that private fund advisers

file reports and specified certain types of information that should be subject to reporting and/or

recordkeeping requirements. With respect to such reports, the Dodd-Frank Act authorized 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

was Form PF, which is a joint form between the SEC and CFTC only with respect to sections 1 and 2 of the

Form.

2. Reporting Private Funds that Invest in Other Funds

3. Reporting Timelines

Amendments Concerning Basic Information about the Adviser and the Private Funds

it Advises

1. Amendments to Section 1a of Form PF - Identifying Information

2. Amendments to Section 1b of Form PF - Concerning All Private Funds

3. Amendments to Section 1c of Form PF - Concerning All Hedge Funds

Amendments Concerning Information about Hedge Funds Advised by Large Private

Fund Advisers

1. Removal of Existing Section 2a

2. Amendments to Section 2

Amendments to Enhance Data Quality

Additional Amendments

Effective and Compliance Dates

III.

IV.

OTHER MATTERS

ECONOMIC ANALYSIS

Introduction

Economic Baseline and Affected Parties

1. Economic Baseline

2. Affected Parties

Benefits, Costs, and Effects on Efficiency, Competition, and Capital Formation

1. Benefits

2. Costs

Reasonable Alternatives

1. Alternatives to Amendments to General Instructions, Amendments to Enhance Data Quality,

and Additional Amendments

2. Alternatives to Amendments to Basic Information about the Adviser and the Private Funds

It Advises

3. Alternatives to Amendments to Information about Hedge Funds Advised by Large Private

Fund Advisers

4. Alternatives to the Definition of the Term “Hedge Fund”

PAPERWORK REDUCTION ACT

Purpose and Use of the Information Collection

Confidentiality

Burden Estimates

VI.

REGULATORY FLEXIBILITY ACT CERTIFICATION

STATUTORY AUTHORITY

Introduction

The Commissions are adopting amendments to sections of Form PF, the form that certain

SEC-registered investment advisers, including those that also are registered with the CFTC as a

CPO or CTA, use to report confidential information about the private funds that they advise.3

Form PF provides the Commissions and FSOC with important information about the basic

operations and strategies of private funds and has helped establish a baseline picture of the

private fund industry for use in assessing systemic risk. We now have more than a decade of

experience analyzing the information collected on Form PF.4 In that time, the private fund

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

(“Investment Company Act”), but for section 3(c)(1) or 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, and which is not making and does not at that time propose to

make a public offering of such securities. The term “qualified purchaser” is defined in section 2(a)(51) of

the Investment Company Act. 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 subsystem of the Investment Adviser Registration

Depository (“IARD”), and reports, analysis, and memoranda produced pursuant thereto.

Form PF was adopted in 2011 as required by the Dodd-Frank Wall Street Reform and Consumer Protection

Act of 2010 (“Dodd-Frank Act”). Pub. L. 111-203, 124 Stat. 1376 (2010). See Reporting by Investment

Advisers to Private Funds and Certain Commodity Pool Operators and Commodity Trading Advisors on

Form PF, Advisers Act Release No. 3308 (Oct. 31, 2011) [76 FR 71128 (Nov. 16, 2011)], at section I

(“2011 Form PF Adopting Release”). In 2014, the SEC amended Form PF section 3 in connection with

certain money market fund reforms. See Money Market Fund Reform; Amendments to Form PF, Advisers

Act Release No. 3879 (July 23, 2014) [79 FR 47736 (Aug. 14, 2014)] (“2014 Form PF Amending

Release”). In May 2023, the SEC amended Form PF section 4, added new sections 5 and 6, and

redesignated prior section 5 as section 7 in connection with certain amendments to require event reporting

for large hedge fund advisers and all private equity fund advisers and to revise certain reporting

requirements for large private equity fund advisers. See Form PF; Event Reporting for Large Hedge Fund

Advisers and Private Equity Fund Advisers; Requirements for Large Private Equity Fund Adviser

Reporting, Advisers Act Release No. 6297 (May 3, 2023) [88 FR 38146 (June 12, 2023)] (“May 2023 SEC

Form PF Amending Release”). In July 2023, the SEC amended Form PF section 3 in connection with

industry has grown in size and evolved in terms of business practices, complexity of fund

structures, and investment strategies and exposures.5 Based on this experience and in light of

these changes, the Commissions and FSOC have identified significant information gaps and

situations where revised information would improve the Commissions’ and FSOC’s

understanding of the private fund industry and the potential systemic risk posed by it, as well as

further investor protection efforts. Accordingly, to enhance FSOC’s monitoring and assessment

of systemic risk and to collect additional data and make data more useful for the Commissions’

use in their respective regulatory programs,6 in August 2022, the Commissions proposed

amendments to enhance the information advisers file on Form PF and improve data quality.7

certain money market fund reforms. See Money Market Fund Reforms; Form PF Reporting Requirements

for Large Liquidity Fund Advisers; Technical Amendments to Form N-CSR and Form N-1A, Advisers Act

Release No. 6344 (July 12, 2023) [88 FR 51404 (Aug. 3, 2023)] (“July 2023 SEC Form PF Amending

Release”). We are now adopting amendments to the general instructions, section 1, and section 2, and

related amendments in the glossary of terms.

The value of private fund net assets reported on Form PF has more than doubled, growing from $5 trillion

(net) in 2013 to $14 trillion (net) through the first quarter of 2023, while the number of private funds

reported on the form has increased by nearly 130% in that time period. Unless otherwise noted, the private

funds statistics used in this Release are from the Private Funds Statistics First Quarter of 2023. Division of

Investment Management, Private Fund Statistics First Quarter 2023 (Oct. 16, 2023), available at

https://www.sec.gov/files/investment/private-funds-statistics-2023-q1.pdf (“Private Fund Statistics Q1

2023”). Any comparisons to earlier periods are from the private funds statistics from that period, all of

which are available at https://www.sec.gov/divisions/investment/private-funds-statistics.shtml. SEC staff

began publishing the private fund statistics in 2015, including data from 2013. Therefore, many

comparisons in this Release discuss the ten year span from the beginning of 2013 through the first quarter

of 2023. Some discussion in this Release compares data from a shorter time span because the SEC staff

published such data later than 2013. Staff reports, statistics, and other staff documents (including those

cited herein) represent the views of SEC staff and are not a rule, regulation, or statement of the SEC. The

SEC has neither approved nor disapproved the content of these documents and, like all staff statements,

they have no legal force or effect, do not alter or amend applicable law, and create no new or additional

obligations for any person.

Additionally, the Board of Governors of the Federal Reserve System (“FRB”) uses this data for research

and analysis.

Form PF; Reporting Requirements for All Filers and Large Hedge Fund Advisers, Advisers Act Release

No. 6083 (Aug. 10, 2022) [87 FR 53832 (Sept. 1, 2022)] (“2022 Joint Form PF Proposing Release”). The

Commissions voted to issue the 2022 Joint Form PF Proposing Release on Aug 10, 2022. The release was

posted on each of the Commissions’ websites that day (or shortly thereafter), and comment letters were

received beginning that same date. The comment period closed on Oct. 11, 2022. We have considered all

comments received since Aug. 10, 2022.

The Commissions received a number of comment letters on the 2022 Joint Form PF

Proposing Release.8 Some commenters generally supported the policy goals of the proposal,

stating that the proposal would help the Commissions and FSOC assess and respond to systemic

risk and the Commissions to achieve their investor protection goals.9 Certain commenters stated

that the additional proposed reporting requirements are not necessary to identify systemic risk or

protect investors.10 Some commenters stated that the economic analysis understates the costs of

compliance due to the scope of proposed changes and expressed skepticism at the stated

benefits.11 Some commenters criticized the proposed rulemaking for not considering the

cumulative impact and costs of the amendments proposed in the 2022 Joint Form PF Proposing

The comment letters on the 2022 Joint Form PF Proposing Release (File No. S7-22-22) that the SEC

received are available at https://www.sec.gov/comments/s7-22-22/s72222.htm. The comment letters that

the CFTC received are available at

https://comments.cftc.gov/PublicComments/CommentList.aspx?id=7312. Several comment letters are

addressed jointly to the Commissions and appear in both comment files.

See, e.g., Comment Letter of Americans for Financial Reform Education Fund (Oct. 11, 2022) (“AFREF

Comment Letter I”); Comment Letter of Better Markets, Inc. (Oct. 11, 2022) (“Better Markets Comment

Letter”); Comment Letter of FACT Coalition (Oct. 11, 2022) (“FACT Coalition Comment Letter”);

Comment Letter of Global Legal Entity Identifier Foundation (Oct. 11, 2022) (“GLEIF Comment Letter”);

Comment Letter of Americans for Financial Reform Education Fund, et al. (Feb. 21, 2023); Comment

Letter of Andrew V. (Aug. 10, 2022).

See, e.g., Comment Letter of American Investment Council (Oct. 11, 2022) (“AIC Comment Letter I”);

Comment Letter of U.S. Chamber of Commerce (Oct. 11, 2022) (“USCC Comment Letter”); Comment

Letter of Alternative Investment Management Association Limited & Alternative Credit Council (Oct. 11,

2022) (“AIMA/ACC Comment Letter”); Comment Letter of Securities Industry and Financial Markets

Association (Oct. 11, 2022) (“SIFMA Comment Letter”); Comment Letter of Managed Funds Association

(Dec. 7, 2022) (“MFA Comment Letter II”). See infra at sections II and IV.C.1 of this Release for

discussion of the benefits of the adopted amendments for systemic risk assessment and investor protection

efforts.

See, e.g., AIC Comment Letter I; SIFMA Comment Letter; Comment Letter of Managed Funds

Association and National Association of Private Fund Managers (July 21, 2023) (“MFA/NAPFM Comment

Letter”). See discussion infra at section IV.C of this Release.

Release along with those proposed in the 2022 SEC Form PF Proposing Release,12 which the

SEC proposed in January 2022 and adopted in May 2023.13

We are adopting the amendments largely as proposed, but with certain modifications, in

consideration of the comments we received:

•

First, we are adopting amendments to the form’s general instructions, which apply

to all Form PF filers, to improve data quality and comparability and to enhance

investor protection efforts and systemic risk assessment. Amendments include:

o Reporting Master-Feeder and Parallel Fund Structures. As proposed, we

are adopting amendments that will require separate reporting for each

component fund of a master-feeder arrangement and parallel fund

structure, other than a disregarded feeder fund (i.e., a feeder fund that

invests all of its assets in a single master fund, U.S. treasury bills, and/or

cash and cash equivalents14). In a change from the proposal, we are

modifying the instructions to specify how a feeder fund is required to treat

Amendments to Form PF to Require Current Reporting and Amend Reporting Requirements for Large

Private Equity Advisers and Large Liquidity Fund Advisers, Advisers Act Release No. 5950 (Jan. 26,

2022) [87 FR 9106 (Feb. 17, 2022)] (“2022 SEC Form PF Proposing Release”).

See, e.g., AIC Comment Letter I; Comment Letter of Managed Funds Association, Investment Adviser

Association, et al. (Sept. 14, 2022) (“MFA Comment Letter I”); Comment Letter of Managed Funds

Association (Mar. 16, 2023) (“MFA Comment Letter III”); SIFMA Comment Letter; Comment Letter of

United States House of Representatives Committee on Financial Services (Sept. 26, 2023) (“Comment

Letter of U.S. House of Representatives Committee on Financial Services”). See also May 2023 SEC Form

PF Amending Release, supra footnote 4. See also Comment Letter of AIC (Aug. 8, 2023) (“AIC Comment

Letter II”). See infra section IV.C of this Release for discussion of costs and benefits.

As discussed in greater detail below, we are removing government securities from the definition of “cash

and cash equivalents” and presenting government securities as its own line item in the Form PF Glossary of

Terms. Thus, references herein to “cash and cash equivalents” refer to the amended definition, unless

otherwise indicated. The amended definition is intended to provide more granular detail on this reporting

form and is not intended to change any commercial understanding or accounting treatment of cash

equivalents. See infra section II.B.2 of this Release.

its equity in the master fund for the purpose of determining its reporting

threshold and responding to certain questions.

o Reporting Fund of Funds. We are also adopting, with some modifications

from the proposal, amendments to Form PF regarding how advisers report

private fund investments in other funds. We are revising proposed

Instruction 7 to require an adviser to include the value of investments in

other private funds (including internal and external private funds) when

determining whether the adviser is required to file Form PF, whether it

meets the thresholds for reporting as a large hedge fund adviser, large

liquidity fund adviser, or large private equity fund adviser, and whether a

hedge fund is a qualifying hedge fund, rather than permit an adviser to

either include or exclude the value of investments in other private funds

for the purpose of determining its reporting threshold, as proposed.15

o Reporting Trading Vehicles. In a change from the proposal, we are

adopting an amendment to require advisers to identify trading vehicles in

section 1b of Form PF and report on an aggregated basis for the reporting

fund and all trading vehicles (whether fully owned by the reporting fund

or partially owned), rather than (i) permitting advisers to report fully

owned trading vehicles on an aggregated or disaggregated basis and (ii)

requiring advisers to report partially owned trading vehicles on a

disaggregated basis, as proposed. In a change from the proposal, we are

See Instruction 7.

also adding an instruction for advisers to specify whether the reporting

fund holds assets, incurs leverage, or conducts trading or other activities

through a trading vehicle.

o Reporting Timelines. We are also adopting, as proposed, an amendment to

the instructions that will require all quarterly filers to file on a calendar

quarter basis, rather than on a fiscal quarter basis.16

•

Second, we are adopting amendments to sections 1a and 1b of Form PF, which

apply to all Form PF filers, to provide greater insight into private funds’

operations and strategies, and assist in identifying trends, including those that

could create systemic risk and which are as such designed to enhance investor

protection efforts and systemic risk assessment. The amendments are also

designed to improve comparability across advisers, improve data quality, and

reduce reporting errors. We are adopting, as proposed, amendments to collect

additional identifying information regarding the adviser and its related persons, as

well as their private fund assets under management. We are also adopting, largely

as proposed, amendments to require advisers to report additional identifying

information about the private funds they manage and other information about the

private funds’ assets, financing, investor concentration, and performance.

•

Third, we are adopting amendments to section 1c of Form PF, which applies to

private fund advisers that advise hedge funds. We are adopting, largely as

The calendar quarter basis filing requirement does not apply to a private equity fund adviser filing a private

equity event report as contemplated by section 6 of Form PF, which requires such adviser to file within 60

calendar days after the end of the applicable fiscal quarter upon the occurrence of a private equity reporting

event. See May 2023 SEC Form PF Amending Release, supra footnote 4.

proposed, amendments to require advisers to hedge funds to report certain

additional information. As proposed, we are adopting amendments to require

advisers to hedge funds to report on the fund’s use of digital assets as an

investment strategy, but in a modification from the proposal, we are not adopting

the proposed definition of digital assets. We are also adopting, as proposed,

amendments to remove certain questions to streamline reporting and to reduce

reporting burdens.

•

Fourth, as proposed, we are redesignating existing section 2a and 2b of Form PF

as section 2, and we are adopting amendments to the new consolidated section 2,

which applies to large hedge fund advisers that advise qualifying hedge funds

(i.e., hedge funds that have a net asset value of at least $500 million). As

proposed, we are removing aggregate reporting questions for large hedge fund

advisers and requiring additional fund-level reporting to enhance investor

protection efforts and systemic risk assessment.17 We are adopting, largely as

proposed, amendments to require large hedge fund advisers to report more

granular information about the reporting fund’s investment exposure, open and

large position reporting, borrowing and counterparty exposure, and market factor

effects. In a change from the proposal, we are not adopting a proposed question

about investment performance by portfolio correlation.

•

Finally, we are adopting, largely as proposed, certain additional amendments to

improve data quality and accuracy of reporting.

Unless stated otherwise, terms in this release that are defined in the Form PF Glossary of Terms are as

defined therein.

The amendments we are adopting are important enhancements to the ability to monitor

and assess systemic risk and to determine whether and how to deploy the Commissions’ or

FSOC’s regulatory tools. The amendments will also strengthen the effectiveness of the SEC’s

regulatory programs, including examinations, investigations, and investor protection efforts

relating to private fund advisers. The Commissions consulted with FSOC to gain input on these

amendments and to help ensure that Form PF continues to provide FSOC with information it can

use to assess systemic risk.

II.

Discussion

Amendments to the General Instructions

We are adopting amendments to the Form PF general instructions designed to improve

data quality and comparability and to enhance investor protection efforts and systemic risk

assessment.18

Reporting Master-Feeder Arrangements and Parallel Fund

Structures

Private funds often use complex structures to invest, including master-feeder

arrangements and parallel fund structures.19 We are adopting, largely as proposed, amendments

to Form PF that generally require advisers to report separately each component fund of a master-

Additional adopted changes to the General Instructions concerning amendments to enhance data quality

methodologies and additional amendments are discussed in sections II.D and II.E of this Release. The

amendments to Instruction 3 to reflect the removal of section 2a are discussed in section II.C.1 of this

Release.

A “master-feeder arrangement” is an arrangement in which one or more funds (“feeder funds”) invest all or

substantially all of their assets in a single private fund (“master fund”). A “parallel fund structure” is a

structure in which one or more private funds (each, a “parallel fund”) pursues substantially the same

investment objective and strategy and invests side by side in substantially the same positions as another

private fund. See Form PF Glossary of Terms.

feeder arrangement and parallel fund structure.20 An adviser will continue to aggregate these

structures, however, for purposes of determining whether the adviser meets a reporting

threshold.21

Currently, Form PF provides advisers with flexibility to respond to questions regarding

master-feeder arrangements and parallel fund structures either in the aggregate or separately, as

long as they do so consistently throughout Form PF.22 In adopting this approach in 2011, the

Commissions stated that requiring advisers to aggregate or disaggregate funds in a manner

inconsistent with their internal recordkeeping and reporting may impose additional burdens and

that, as long as the structure of those arrangements is adequately disclosed, a prescriptive

approach to aggregation was not necessary.23 However, based on experience reviewing Form PF

data, we observed that when some advisers report in aggregate and some advisers report

separately, this can result in obscured risk profiles (e.g., with respect to asset size, counterparty

exposure, investor liquidity) and make it difficult to compare complex structures, undermining

See Instruction 6. We also are amending Instruction 3, as proposed, to reflect the adopted approach for

reporting master-feeder arrangements and parallel fund structures. See infra footnote 21.

See Instruction 5. For example, an adviser would aggregate private funds that are part of the same masterfeeder arrangement in determining whether the adviser is a large hedge fund adviser that must complete

section 2 of Form PF. In connection with these changes, we are amending, as proposed, the term

“reporting fund” and Instruction 3 so that they no longer discuss reporting aggregated information.

Additionally, we are reorganizing current Instruction 5 and current Instruction 6 so that they reflect the

adopted approach for when to aggregate certain funds. Current Instruction 5 instructs advisers about when

to aggregate information about certain funds for purposes of reporting thresholds and responding to

questions. Current Instruction 6 instructs advisers about how to aggregate information about certain funds.

Instruction 5, as amended, instructs advisers on when to aggregate information about certain funds for

purposes of determining whether they meet reporting thresholds. Instruction 6, as amended, instructs

advisers about how to report information about certain funds when responding to questions. Further, in a

modification from the proposal, we have added a reference to section 5 (Current report for large hedge fund

advisers to qualifying hedge funds), which a qualifying hedge fund would also be required to complete, as

applicable, as a result of the amendments adopted in the May 2023 SEC Form PF Amending Release.

See current Instruction 5.

2011 Form PF Adopting Release, supra footnote 4, at text following n.332.

the utility of the data collected.24 Prescribing the way advisers report a master-feeder

arrangement and parallel fund structure will provide better insight into the risks and exposures of

these arrangements.

Accordingly, we are amending the instructions to require an adviser to report each

component fund of a master-feeder arrangement and parallel fund structure, except where a

feeder fund invests all its assets in a single master fund, U.S. treasury bills, and/or “cash and cash

equivalents” (i.e., is a disregarded feeder fund).25 In the case of a disregarded feeder fund in

Question 6, advisers instead will identify the disregarded feeder fund and look through to any

disregarded feeder fund’s investors in responding to certain questions regarding fund investors

on behalf of the applicable master fund, as proposed. The master fund effectively is a conduit

through which a disregarded feeder fund invests, and we do not believe separate reporting for

such a feeder fund is necessary for data analysis purposes. In a modification from the proposal,

For example, a feeder fund may have counterparty exposure rather than the entire fund in the aggregate.

When this is the case, fewer assets (e.g., only those held at the feeder level) may be available as collateral

and the counterparty may have greater risk.

See Instruction 6. We are also revising the term “cash and cash equivalents,” as described in section II.B.2

in this Release, to improve data quality and provide more granular detail of fund exposures to the

Commissions and FSOC. In alignment with this revision, we have modified the term “disregarded feeder

fund” for the purposes of Form PF to specifically include U.S. treasury bills. U.S. treasury bills are direct

obligations of the U.S. Government with a maturity of one year or less. Because these short-term holdings

are sufficiently cash-like for our reporting and data analysis purposes, separate reporting for a feeder fund

that invests all of its assets in U.S. treasury bills (or some combination of U.S. treasury bills, “cash and cash

equivalents,” and a single master fund) is not necessary. One commenter stated that the removal of

government securities from the definition of cash and cash equivalents would reduce the number of funds

that qualify as disregarded feeder funds. See AIMA/ACC Comment Letter. This commenter stated that the

Commission should revise the definition to allow for disregarded feeder funds to invest in government

securities. Id. The final amendments permit disregarded feeder funds to invest in U.S. treasury bills, but

not other government securities. We believe this approach is appropriate because, as noted above and

unlike certain other government securities, U.S. treasury bills are short-term holdings and sufficiently cashlike for our reporting and data analysis purposes. Further, U.S. treasury bills generally do not have the

interest rate risk that longer-dated government securities have.

we are adopting instructions to specify that a feeder fund should disregard any of its holdings in

the master fund’s equity for the purpose of determining its reporting threshold.26

Some commenters generally supported the proposed amendments that require more

granular reporting of private fund structures because this would allow FSOC to assess systemic

risk and the Commissions to protect investors more effectively.27 Other commenters generally

opposed the proposed amendments to require disaggregated reporting of master-feeder funds and

parallel fund structures, stating that it would be overly burdensome for advisers to report this

information and of limited benefit to the Commissions and/or FSOC.28

Although we acknowledge that the requirement to report disaggregated data for parallel

fund and master-feeder fund structures may increase the reporting burdens on certain advisers,

we disagree that requiring disaggregated reporting would be significantly more burdensome than

the existing requirements, because filers are already required to assemble aggregated data from

the individual components of their fund structures to determine their reporting category on Form

PF.29 Any increased burdens are justified because disaggregated data of these structures will

provide the Commissions and FSOC with increased transparency into risk profiles and complex

fund structures, which will improve our ability to monitor systemic risk and protect investors.

We also disagree that disaggregated reporting of master-feeder funds and parallel fund structures

will be of limited value based on our experience with Form PF, which currently obscures our

understanding of their fund structures and the risk exposure of their component funds. Some

commenters opposed the proposed disaggregated reporting requirement, asserting that it would

See Instruction 6.

See, e.g., AFREF Comment Letter I; Better Markets Comment Letter.

See, e.g., AIMA/ACC Comment Letter; MFA Comment Letter II.

See current Instruction 5.

provide misleading information by reporting data in isolation as opposed to as part of an overall

fund or investment program.30 However, rather than be misleading, the disaggregated reporting

will allow for a clearer understanding of a fund’s structure. Disaggregated data will not be

misleading to the Commissions or FSOC in comparison to aggregated data because the

disaggregated data can still be aggregated by FSOC and the Commissions if necessary to

understand and assess the risk of the fund.

One commenter stated that the disaggregated reporting requirement would be particularly

burdensome for private equity fund advisers, as this commenter believed private equity funds

pose less systemic risk.31 The existing reporting instructions allowing aggregated reporting result

in an obscured risk profile of all types of private funds, including private equity funds. Although

private equity funds may exhibit a different risk profile than hedge funds, we disagree with the

commenter that understanding their structure is unimportant to assessing systemic risk.

Understanding the full risk profile of private equity funds is an important component of the

reporting on Form PF because of the growth in the private equity fund industry and its

significance to financial markets.32 Additionally, the disaggregated reporting requirement is

important for investor protection efforts due to the increased exposure of investors to the private

equity industry through investments such as pension funds.33

See, e.g., MFA Comment Letter II; USCC Comment Letter.

AIC Comment Letter I.

Since 2013, the number of private equity funds has more than doubled from under 7,000 to over 20,000,

private equity fund gross assets have quadrupled from $1.6 trillion to $6.6 trillion, and private equity fund

net assets have also quadrupled, increasing from $1.5 trillion to $6 trillion. See Private Fund Statistics Q1

2023, supra footnote 4.

See, e.g., Public Plans Data (2022), available at https://publicplansdata.org/quick-facts/national/.

One commenter stated that requiring disaggregated data would add a data security risk

that sensitive information about a fund’s strategy could be publicly exposed.34 We do not agree

that requiring disaggregated reporting of component funds presents a significant increase in

public disclosure risk, in part because the required information is no more granular than the

information already required to be reported for other private funds without a master-feeder

arrangement or parallel fund structure. The Commissions currently have robust data protection

measures in place to protect all information filed on Form PF, which is filed on a non-public

basis. Any limited increase in data security risk associated solely with the collection of more

information is justified because of the importance of receiving this disaggregated information for

FSOC and the Commissions’ systemic risk monitoring and the Commissions’ investor protection

efforts. As discussed more fully above, this disaggregated data will provide increased

transparency into complex fund structures and better insight into the risks presented by such

arrangements. As discussed above, in response to commenters’ concerns, we are modifying the

instructions for how a feeder fund determines its reporting category to specify that the feeder

fund should exclude any of its holdings in the master fund’s equity when calculating its total

asset value for the purpose of determining its reporting category.35 This modification will help

avoid double counting of reported assets, given that data for the master fund will be separately

reported on Form PF. It will also require a more appropriate level of information from feeder

funds than we had proposed. As proposed, an adviser could have determined that a feeder fund

is a qualifying hedge fund subject to additional reporting, even if the feeder fund’s investments

outside of its master fund were trivial. This level of reporting for such a feeder fund is not

USCC Comment Letter.

See Instruction 6.

necessary for data analysis purposes, and the amended Form PF will accordingly only require

this additional reporting for feeder funds that are determined to be qualifying hedge funds based

on their investments made outside of their master funds. Some commenters recommended

adopting an instruction for disregarded feeder fund reporting obligations that allows for a de

minimis amount of a disregarded feeder fund’s investments to be in other assets, such as up to 10

or 20 percent of a fund’s capital, rather than the proposed instruction, which would require all of

the disregarded feeder fund’s assets to be invested in a single master fund, U.S. treasury bills, or

cash and cash equivalents.36 We do not believe that these recommended exceptions would be

appropriate. The adopted instruction, which provides that a feeder fund that invests all of its

assets in a single master fund, U.S. treasury bills, or cash and cash equivalents is a disregarded

feeder fund, is more appropriate because such a feeder fund is effectively investing only through

its associated master fund. Disaggregated reporting of such a disregarded feeder fund is not

necessary for data analysis purposes, because such reporting would not convey additional

information about the feeder fund’s exposures, as the feeder fund’s investments are limited to its

investments through its master fund, which are required to be reported on the amended Form PF.

In contrast, a feeder fund that does not invest all of its assets in a single master fund, U.S.

treasury bills, or cash and cash equivalents operates and invests in a different manner, and it is

critical to our understanding of these funds and the risks that they may pose to receive

disaggregated reporting of these fund arrangements because such feeder funds will generally

have distinct risk exposures than their associated master funds. Further, the modified

instructions we are adopting, which provide that a reporting feeder fund is to disregard its

See AIMA/ACC Comment Letter; MFA Comment Letter II.

holdings in the master fund’s equity for the purpose of determining its reporting threshold, are

responsive to commenter concerns that the burdens on feeder funds with de minimis non-cash or

cash equivalent holdings would be significant. For example, under the adopted instructions, a

feeder fund with minimal holdings outside of the master fund’s equity may only be required to

complete section 1 of Form PF, when it may have otherwise been required to complete additional

sections if its holdings in the equity of the master fund were included in its reporting threshold

determination, as proposed. The modified instructions take into consideration the potential

burden of reporting feeder funds on a separate basis and allows the Commissions to receive

important reporting on the exposures of feeder funds other than to its equity in its master fund.

In addition, we are adopting, as proposed, an amendment to no longer allow advisers to

separately report any “parallel managed accounts” (which is distinguished from a “parallel fund

structure”), provided that advisers will continue to be required to report the total value of all

parallel managed accounts related to each reporting fund.37 Including parallel managed accounts

in the reporting may reduce the quality of data for our analyses while also imposing additional

burdens on advisers.38 Data regarding the total value of parallel managed accounts, however,

will allow FSOC to take into account the greater amount of assets an adviser may be managing

using a given strategy for purposes of analyzing the data reported on Form PF for systemic risk

purposes.

See Instruction 6. A “parallel managed account” is any managed account or other pool of assets managed

by the adviser that pursues substantially the same investment objective and strategy and invests side by

side in substantially the same positions as the identified private fund. See Form PF Glossary of Terms.

See 2011 Form PF Adopting Release, supra footnote 4, at n.334, and accompanying text (the Commissions

were persuaded that aggregating parallel managed accounts for reporting purposes would be difficult and

“result in inconsistent and misleading data” because the characteristics of parallel managed accounts are

often somewhat different from the funds with which they are managed). For example, in a separately

managed account a client generally selects an adviser’s strategy but tailors it to the client’s own investment

guidelines.

We are adopting, as proposed, an instruction to provide that a dependent parallel

managed account must be aggregated with the largest private fund to which it relates and,

unchanged from the current Form PF, with respect to any private fund, a “dependent parallel

managed account” remains defined as any related parallel managed account other than a parallel

managed account that individually (or together with other parallel managed accounts that pursue

substantially the same investment objective and strategy and invest side by side in substantially

the same positions) has a gross asset value greater than the gross asset value of such private fund

(or, if the private fund is a parallel fund, the gross asset value of the parallel fund structure).39

One commenter sought clarification that a parallel managed account should be aggregated with

the single largest private fund to which it relates.40 We continue to believe that this approach

will more effectively support systemic risk analyses and our investor protection efforts,

particularly given the growth in parallel managed accounts in recent years.41

Reporting Private Funds that Invest in Other Funds

We are adopting amendments to Form PF regarding how advisers report private fund

investments in other private funds, trading vehicles, and other funds that are not private funds.

Investments in other private funds. We are adopting, with modifications from the

proposal, amendments to Instruction 7, which addresses how advisers treat private fund

investments in other private funds (e.g., a “fund of funds”). Currently, advisers include the value

See Instruction 5; Form PF Glossary of Terms.

AIMA/ACC Comment Letter.

See David C. Johnson & Francis A. Martinez, Form PF Insights on Private Equity Funds and Their

Portfolio Companies, Office of Financial Research, June 14, 2018, at 3-4, available at

https://www.financialresearch.gov/briefs/files/OFRBr_2018_01_Form-PF.pdf (stating that fund

investments in other funds increased from $227 billion in 2013 to $319 billion in 2016 and noting that the

existing reporting on parallel managed accounts may be underreported because parallel managed accounts

are not currently required to be reported).

of private fund investments in other private funds in determining whether the adviser meets the

filing threshold to file Form PF.42 This requirement is implicit in the current form, and we are

amending this aspect of Instruction 7, as proposed, to make it explicit. Further, current Form PF

generally permits an adviser to disregard the value of a private fund’s equity investments in other

private funds for purposes of both the form’s reporting thresholds (e.g., whether it qualifies as a

large hedge fund adviser) and responding to questions on Form PF, as long as the adviser does so

consistently throughout Form PF, subject to certain exceptions.43 We proposed continuing to

permit an adviser to either include or exclude the value of such investments for the purpose of

determining its reporting thresholds but requiring an adviser to include the value of such

investments for the purpose of responding to questions on Form PF.

In a modification from the proposal, we are adopting an amendment to Instruction 7 to

require an adviser to include the value of investments in other private funds (including internal

and external private funds) when determining whether the adviser is required to file Form PF,

whether it meets the thresholds for reporting as a large hedge fund adviser, large liquidity fund

adviser, or large private equity fund adviser, and whether a hedge fund is a qualifying hedge

fund, rather than permit an adviser to either include or exclude the value of investments in other

private funds for the purpose of determining its reporting threshold, as proposed.44 As discussed

Form PF Instruction 1 provides that certain advisers meet the filing threshold if they and their related

persons, collectively, had at least $150 million in private fund assets under management as of the last day

of their most recently completed fiscal year.

For example, under the current instructions, an adviser is not permitted to disregard any liabilities of the

private fund, even if incurred in connection with an investment in other private funds. See current

Instruction 7.

See Instruction 7. In connection with this Instruction 7, we are also not adopting the proposed revision to

the definition of “qualifying hedge fund,” which would have instructed advisers that they may exclude the

fund’s investments in other private funds in determining whether a hedge fund meets the “qualifying hedge

fund” definition. See Form PF Glossary of Terms.

further below, as proposed, an adviser will no longer have flexibility on whether to include or

exclude a reporting fund’s investments in other private funds for purposes of responding to

questions on Form PF.45 Instead, we are amending Instruction 7 to require an adviser to include

the value of a reporting fund’s investments in other private funds when responding to questions

on Form PF, unless otherwise directed by the instructions to a particular question.

Requiring advisers to report fund of funds arrangements in a more consistent manner will

allow the Commissions and FSOC to understand these fund structures more effectively by

providing greater insight into the scale of reporting funds’ exposures. The form’s current

flexibility on whether to disregard underlying funds for the purpose of determining a reporting

fund’s reporting threshold and when responding to questions provides unclear and inconsistent

reporting and data on the scale of reporting funds’ exposures.

One commenter stated that allowing an adviser to determine whether to include or

exclude a reporting fund’s investment in other private funds could result in distortions in the data

collected on Form PF.46 This commenter recommended revising the instructions to prohibit an

adviser from including a reporting fund’s investment in other private funds for the purpose of

determining its reporting threshold. We agree with this commenter that permitting advisers the

flexibility to include or exclude the value of the reporting fund’s investment in other private

funds could result in distortions in the data and inconsistent reporting. Therefore, we have

modified the instructions to remove this proposed flexibility. However, we have modified the

instructions to provide that an adviser must include the reporting fund’s investment in other

private funds for determining its reporting threshold. For the same reasons that Instruction 7

Id.

AIMA/ACC Comment Letter.

currently (and will continue to) provide that an adviser must include the reporting fund’s

investments in other private funds in determining whether it is required to file Form PF, we

believe it is appropriate for an adviser to use this same approach to determine the reporting

fund’s appropriate reporting category. This modification will provide for consistent treatment of

investments in other private funds for all Form PF purposes by specifying that these investments

should be included for the purpose of determining reporting threshold, determining filing

threshold, and responding to questions on Form PF (unless otherwise instructed by a particular

question). We do not believe that this modification will materially increase filing burdens

because advisers are currently (and will continue to be) required to include the value of the

reporting fund’s investments in other private funds for the purpose of determining whether it is

required to file Form PF and, as discussed further below, will be required, as proposed, to

include the value of the reporting fund’s investments in other private funds in answering

questions on Form PF (unless otherwise instructed by a particular question). Some commenters

opposed the proposed amendment to include the value of a reporting fund’s investment in other

external private funds when responding to questions because of the burden of obtaining

information about the underlying investments and their view on the limited value of the data.47

Data about underlying investments in external private funds is important to provide the

Commissions and FSOC with sufficient information to understand a fund structure to be able to

assess systemic risk. We disagree that reporting the value of a reporting fund’s investments in

other external private funds is significantly more burdensome to report because an adviser is

currently required to calculate the value of its investment in other private funds in determining

See, e.g., AIMA/ACC Comment Letter; MFA Comment Letter II.

whether the adviser meets the threshold to file Form PF. One commenter stated that investments

in private funds should be treated like a disregarded feeder fund and not require disaggregated

reporting.48 We disagree that a fund of funds structure presents the same risks as a disregarded

feeder fund because, in a fund of funds structure, the feeder fund is itself engaging in direct

investment, whereas a disregarded feeder fund invests its assets at the master fund level.

Currently, Instruction 7 specifies that, in the case of a fund that invests substantially all of

its assets in other private funds and, other than its investments in other private funds, only holds

cash and cash equivalents and instruments acquired for the purpose of hedging currency

exposure, an adviser is only required to complete section 1b of Form PF for that fund.49 One

commenter recommended modifying this instruction to replace the reference to “substantially all

of its assets” in other private funds to 80% of its assets and to remove the reference to only

holding cash and cash equivalents and instruments acquired for the purpose of hedging currency

exposure.50 This commenter stated that there are circumstances that may cause an adviser to

invest a small portion of a fund of fund’s assets directly, such as for tax purposes or for an

investor’s preference, which would cause the fund to no longer be considered a fund that invests

substantially all of its assets in other private funds for purposes of Form PF, which allows the

adviser to only complete section 1b for that fund.51 Although we agree that the meaning of

“substantially all of its assets” should be clarified for purposes of this form, so as to generally

improve data quality and comparability, we disagree that the reference to only holding cash and

cash equivalents and instruments acquired for the purpose of hedging currency exposure should

AIMA/ACC Comment Letter.

See current Instruction 7.

AIMA/ACC Comment Letter.

Id.

be removed. The exclusion from completing section 1c is intended to be limited to funds that

invest only through other private funds for which we receive separate reporting. Allowing an

exclusion for funds that invest in investments other than private funds would create a data gap

because we would not receive separate reporting about investments that are not private funds.

Accordingly, in a change from the proposal, we are modifying Instruction 7 only to replace the

instruction “substantially all of its assets” to “80% or more of its assets.” This modification will

help clarify which funds will need to complete only section 1b of Form PF.

Currently, advisers are not required to, but nonetheless have the option to, “look through”

a reporting fund’s investments in any other entity (including other private funds), except in

instances when the form directs otherwise.52 As a result, some advisers may “look through” a

reporting fund’s investments in other entities, while others do not, leading to unclear data,

inconsistent comparisons, and less precise analysis across advisers. Therefore, we are amending,

largely as proposed, Instruction 7 to provide that, when responding to questions, advisers must

not “look through” a reporting fund’s investments in internal private funds or external private

funds (other than a trading vehicle, as described below), unless the question instructs the adviser

to report exposure obtained indirectly through positions in such funds or other entities.53 In a

modification from the proposal, we are adding an instruction that provides if an adviser cannot

avoid “looking through” to the reporting fund’s investments in internal private funds or external

See current Instruction 8.

See Instruction 7. For example, advisers will not “look through” to the creditors of or counterparties to

other private funds in responding to questions that ask about a reporting fund’s borrowings and

counterparty exposures. See Question 18 (concerning borrowings) and Questions 27 and 28 (concerning

counterparty exposures). However, selected questions in section 2 of the form require advisers to report

indirect exposure resulting from positions held through other entities including private funds, and advisers

will “look through” the reporting fund’s investments in internal private funds and external private funds in

responding to those questions. See, e.g., Question 32 (concerning reporting fund exposures).

private funds in responding to a particular question, then the adviser must provide an explanation

of its responses in Question 4. This instruction is responsive to certain commenters’ concerns

regarding the burden of disaggregated reporting where look-through aggregation may be

unavoidable and will provide additional context for the data reported. Further, after

consideration of commenter recommendations, in a modification from the proposal, we are

revising certain questions related to exposures to instruct advisers to select the exposure that

“best represents” the indirect investment of the reporting fund, as discussed more fully below in

section II.C.54 This modification will reduce the burden on advisers in reporting exposure

information about these investments in private funds, while providing reporting on indirect

investments that is important for effective systemic risk assessment and investor protection

efforts.

As discussed further below, we are modifying from the proposal the reporting

instructions for trading vehicles to require an adviser to “look through” trading vehicles for all

questions. Given this modification, we are also adopting amendments to Instruction 8 to exclude

trading vehicles from the general requirement that an adviser must not “look through” a reporting

fund’s investments in funds or other entities unless the question instructs the adviser to report

exposure obtained indirectly through positions in such funds or other entities. These

amendments are designed to improve data quality and comparisons, so the Commissions and

FSOC understand what Form PF data is from advisers “looking through” a reporting fund’s

investments, which will lead to more effective systemic risk assessments and investor protection

efforts.

See Questions 33, 35, 36, and 47.

Trading vehicles. Some private funds wholly or partially own separate legal entities that

hold assets, incur leverage, or conduct trading or other activities as part of the private fund’s

investment activities, but do not operate a business (each, a “trading vehicle”).55 Private funds

may use trading vehicles for various purposes, including (1) for jurisdictional, tax, or other

regulatory purposes or (2) to “ring-fence” assets in light of liability or bankruptcy concerns

associated with a particular investment (i.e., structure assets so counterparties would only have

recourse against the trading vehicle and not against the private fund). Currently, Form PF does

not require advisers to identify trading vehicles. As a result, Form PF does not provide a clear

window into the existence or use of trading vehicles and the risks that they present. Because

private funds may use trading vehicles for a wide variety of purposes, more complete and

accurate visibility into asset class exposures, position sizes, and counterparty exposures relied on

by trading vehicles can enhance the Commissions’ and FSOC’s systemic risk and financial

stability assessment efforts and the Commissions’ efforts to protect investors by identifying areas

in need of outreach, examination, or investigation. We are adopting amendments designed to

address these concerns by requiring advisers to identify any trading vehicles of the reporting

fund, how the reporting fund uses the trading vehicle, and the position sizes and counterparty

exposures of the reporting fund that are attributable to the trading vehicle.

We are adopting amendments, with certain modifications from the proposal, to Form

PF’s general instructions to explain how advisers report information if the reporting fund uses a

We are adopting a definition of “trading vehicle” to the Form PF Glossary of Terms. In a modification

from the proposed definition, we are specifying that a trading vehicle may be wholly or partially owned by

a reporting fund. See Form PF Glossary of Terms (definition of “trading vehicle”). The concept of a

partially owned trading vehicle (i.e., if the reporting fund is not the trading vehicle’s only equity owner)

was implicit in the proposed instructions, which would have provided for different treatment for a wholly

owned or partially owned trading vehicle. See proposed Instruction 7. We are modifying the definition of

“trading vehicle” to make this explicit.

trading vehicle.56 Specifically, if the reporting fund uses a trading vehicle, the adviser will be

required to identify the trading vehicle in section 1b and report answers on an aggregated basis

for the reporting fund and such trading vehicle.57 Advisers will be instructed to “look through”

the trading vehicle’s holdings on Form PF, adjusted for the reporting fund’s percentage

ownership interest of the trading vehicle, in responding to questions on Form PF for the reporting

fund, as discussed further below.58 As discussed more fully in section II.B below, an adviser will

also be required to specify if the reporting fund holds assets through a trading vehicle, incurs

leverage through a trading vehicle, or conducts trading or other activities through a trading

vehicle.59 Finally, advisers will be required to report trading vehicles on a consolidated basis but

in response to certain questions will be required to identify the positions and counterparty

exposures that are held through a trading vehicle, which will help differentiate the reporting

See Instruction 7. We are also making a conforming change to Instruction 8 to reference this new

instruction.

We proposed the following for reporting requirements for trading vehicles: if the reporting fund uses a

trading vehicle, and the reporting fund is its only equity owner, the adviser would have been required to

either (1) identify the trading vehicle in section 1b and report answers on an aggregated basis for the

reporting fund and such trading vehicle, or (2) report the trading vehicle as a separate reporting fund. An

adviser would have been required to report the trading vehicle separately if the trading vehicle holds assets,

incurs leverage, or conducts trading or other activities on behalf of more than one reporting fund. If

reporting separately, (1) advisers would have been required to report the trading vehicle as a hedge fund if a

hedge fund invests through the trading vehicle; (2) advisers would have been required to report the trading

vehicle as a qualifying hedge fund if a qualifying hedge fund invests through the trading vehicle; or (3)

otherwise, advisers would have been required to report the trading vehicle as a liquidity fund, private equity

fund, or other type of fund based on its activities.

See Instruction 7. We had proposed to permit disaggregated reporting for wholly-owned trading vehicles

and to require disaggregated reporting for partially-owned trading vehicles. As discussed below, the final

amendments will instead require advisers to report all trading vehicles, whether wholly or partially owned,

on a consolidated basis. In connection with this change, the final amendments specify that an adviser must

adjust trading vehicle information to reflect the reporting fund’s percentage ownership interest of the

trading vehicle.

See Questions 9(d) through (f). A trading vehicle is defined as 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. See Form PF

Glossary of Terms (definition of “trading vehicle”). Questions 9(d) through (f) ask the reporting fund to

identify the vehicle’s activities that results in it being a “trading vehicle,” as defined in the Form PF

Glossary of Terms.

fund’s exposures and risks from those of its trading vehicles, as discussed more fully in sections

II.B.3 and II.C.2 below.60

We are not adopting proposed amendments that would have permitted an adviser to select

whether to report a wholly owned trading vehicle on either a consolidated or disaggregated basis

and would have required advisers to report a partially owned trading vehicle on a disaggregated

basis. One commenter stated the proposed disaggregated reporting for trading vehicles would

provide the Commissions and FSOC with insights into a private fund’s assets and activities that

are not currently reported on Form PF, which would support assessment of potential systemic

risk.61 Other commenters opposed the proposed requirements to disclose trading vehicles on a

disaggregated basis because of the significant cost and burdens for such reporting and their view

on the limited benefit of such reporting to the Commissions.62 Some commenters stated that

disaggregated reporting of trading vehicles would be misleading because advisers do not account

for risk on a disaggregated basis.63 Another commenter stated that allowing consolidated

reporting of trading vehicles would provide the Commissions with a clearer and more accurate

depiction of a fund’s characteristics and exposures than disaggregated reporting.64 Some

commenters stated that separate reporting for trading vehicles is not necessary because trading

vehicles are often used for administrative purposes, such as for tax or efficiency purposes, but

are managed on a consolidated basis and regarded as a single entity for investment purposes.65

See, e.g., Questions 27 and 28, which are required for all hedge fund advisers, and Questions 42, 43, and

44, which are required for large hedge fund advisers.

NASAA Comment Letter.

See, e.g., AIMA/ACC Comment Letter; MFA Comment Letter II; SIFMA Comment Letter.

See, e.g., MFA Comment Letter II; MFA/NAPFM Comment Letter.

AIMA/ACC Comment Letter.

See, e.g., MFA Comment Letter II; Schulte Comment Letter.

Another commenter recommended limiting disaggregated reporting of trading vehicles to only

vehicles that engage in leverage or borrowing to reduce the cost of implementation of separate

reporting.66 Another commenter recommended that we focus on specific questions on Form PF

to gain information about trading vehicles instead of requiring full separate reporting of trading

vehicles to reduce burdens and provide clearer reporting.67 Another commenter recommended

permitting aggregated reporting for trading vehicles that are at least 90% owned by a single

reporting fund.68

After considering such comments, we are not adopting the proposed requirement that

would have permitted advisers to report fully owned trading vehicles on a disaggregated basis

and required them to do so in the case of partially owned trading vehicles. Instead, we are

requiring advisers to report all trading vehicles, whether wholly owned or partially owned, on a

consolidated basis. Requiring advisers to instead “look through” the reporting fund’s investment

in all trading vehicles on a consistent basis is appropriate because receiving disaggregated data

for some but not all trading vehicles could result in distorted data. Requiring all reporting funds

to report their trading vehicles, whether fully or partially owned, on an aggregated basis will

improve data comparability and allow us to better understand the holdings and exposures of the

fund structure for our assessments of potential systemic risk. We also understand from

commenters that a consolidated reporting better aligns with how advisers regard trading vehicles

internally. However, after considering a commenter’s recommendation to include specific

questions on trading vehicles rather than full disaggregated reporting,69 we are adopting

SIFMA Comment Letter.

Schulte Comment Letter.

MFA Comment Letter II.

Schulte Comment Letter.

amendments to include specific questions relating to a reporting fund’s trading vehicle use and a

trading vehicle’s position size and risk exposure, as opposed to requiring the greater burden of

full separate reporting on Form PF for trading vehicles. We are also requiring advisers to

identify the relevant party that bears certain risk exposures, which will allow us to understand

how the reporting fund makes use of its fund structure, including any trading vehicles.70 This

approach will result in greater insight into the overall fund structure and support of FSOC’s

systemic risk assessments than under the existing reporting requirements, and it will also be less

burdensome than the approach we had proposed to require separate full reporting for certain

trading vehicles. We disagree that any trading vehicle reporting should be limited to only

vehicles that are used for leverage and borrowing activities because the amendments are intended

to support systemic risk assessments more broadly on and provide insight into how trading

vehicles are used, which includes trading vehicles that are used for other purposes, such as

holding assets or trading. This reporting is important for systemic risk assessment because it

provides visibility into private funds’ operations and can assist the Commissions and FSOC in

identifying trends across the industry.

Investments in funds that are not private funds. Advisers will continue to include the

value of the reporting fund’s investments in funds and other entities that are not private funds, in

determining reporting thresholds and responding to questions, unless otherwise directed, as Form

PF currently requires.71 For the reasons discussed above, we are revising the instructions,

substantially as proposed, to indicate that, when responding to questions, however, advisers must

See, e.g., Questions 27 and 28, which are applicable to all hedge funds, and Questions 42, 43, and 44,

which are applicable to only large hedge funds.

See Instruction 8. In a modification from the proposal, we are removing the erroneous reference to

Questions 39 and 40 from Instructions 7 and 8, which implied that these questions require advisers to lookthrough the reporting fund’s investments.

not “look through” a reporting fund’s investments in funds or other entities that are not private

funds, or trading vehicles, unless the question instructs the adviser to report exposure obtained

indirectly through positions in such funds or other entities.72

Reporting Timelines

We are amending, as proposed, Instruction 9 to require large hedge fund advisers and

large liquidity fund advisers to update Form PF within a certain number of days after the end of

each calendar quarter, rather than after each fiscal quarter, as Form PF currently requires.73 One

commenter stated that for quarterly filers who have a fiscal year ending in a non-calendar quarter

month, the proposed instructions do not specify the procedure for a filer who, during the

transition from fiscal to calendar quarter reporting, would otherwise be required to report twice

in one calendar quarter.74 As suggested by this commenter, we are requiring that such filers

transition to the new timing requirement by their first calendar quarter-end filing for the first full

quarterly reporting period after the compliance date.75

All other advisers will continue to file annual updates within 120 calendar days after the

end of their fiscal year.76 Private equity fund advisers will continue to file any required quarterly

private equity event reports on a fiscal quarter basis, as applicable.77 Form PF will continue to

require all advisers to use fiscal quarters and years to determine filing thresholds because

We are also specifying that advisers should “look through” trading vehicles for all questions, as provided in

Instruction 7 and discussed above.

Large hedge fund advisers generally are required to file within 60 calendar days after the end of each

calendar quarter and large liquidity fund advisers generally are required to file within 15 calendar days after

the end of each calendar quarter. See Instruction 9.

AIMA/ACC Comment Letter.

See infra section II.F (Effective and Compliance Dates).

We also are adopting amendments to the term “data reporting date” to reflect this approach. See Form PF

Glossary of Terms.

See Form PF Section 6 and Instruction 9.

advisers already make such calculations under 17 CFR 279.1 (“Form ADV”), which requires

annual updates based on fiscal year.78

Currently, routine fiscal quarter reporting by large hedge fund advisers and large liquidity

fund advisers significantly delays the time at which the Commissions and FSOC receive a

complete data set for a calendar quarter. For example, large hedge fund advisers whose first

fiscal quarter ends on the calendar quarter end of March, would file data covering January,

February, and March by the end of May.79 However, large hedge fund advisers whose fiscal

quarter ends in May would not file their March data until the end of July, delaying Commission

and FSOC access to full calendar quarter data by all large hedge fund advisers by four months.

The adopted changes are designed to provide a more complete data set sooner to improve the

efficiency and effectiveness of investor protection efforts and systemic risk assessment. Based

on Form ADV data as of December 2022, 99.6 percent of private fund advisers already

effectively file Form PF on a calendar basis because their fiscal quarter or year ends on the

calendar quarter or year end, respectively.80 The 0.4 percent of private fund advisers that have a

non-calendar fiscal approach, which could cause a temporary data gap, represents approximately

224 private funds, totaling approximately $80 billion in gross asset value. Calendar quarter

See Form PF Instructions 1 and 3; Form ADV and [17 CFR 275.204-1] Advisers Act rule 204-1

(amendments to Form ADV).

See current Instruction 9 (requiring large hedge fund advisers to update Form PF within 60 calendar days

after the end of their first, second, and third fiscal quarters, among other things).

We are presenting data from all private fund advisers, not just those who would file their routine filings on

a quarterly basis (i.e., large hedge fund advisers and large liquidity fund advisers), to avoid potentially

disclosing proprietary information of individual Form PF filers, and to be inclusive considering that the

population of quarterly filers versus annual filers may change over time.

reporting also will more closely align with reporting on Form CPO-PQR,81 which requires

calendar quarterly reporting, allowing easier integration of these data sets.

In response to a request for comment whether reporting deadlines for large hedge fund

advisers to complete their routine annual filing should be shortened to 30 calendar days (from 60

calendar days) after the end of each quarter, one commenter stated that shorter reporting

timelines would provide FSOC and the Commissions with the most current information to

monitor systemic risk.82 Another commenter opposed shortened reporting timelines and stated

that the existing requirements are already burdensome and requiring shorter deadlines could

undermine data quality.83 After the 2022 Joint Form PF Proposing Release, the SEC adopted

amendments to Form PF, which require large hedge fund advisers to file current reports and

private equity fund advisers to file event reports upon the occurrence of certain events.84 The

amendment to require calendar quarter, rather than fiscal quarter, basis reporting will improve

data comparability and will provide the Commissions with more timely information for those

large hedge advisers that currently do not report on a calendar quarter basis.

Amendments Concerning Basic Information about the Adviser and the

Private Funds it Advises

Each adviser required to file Form PF must complete all or part of section 1. We are

adopting amendments to section 1 to provide greater insight into private funds’ operations and

strategies and to assist in identifying trends, including those that could create systemic risk and

which are as such designed to enhance investor protection efforts and systemic risk assessment.

See 17 CFR pt 4, app A.

Comment Letter of Mohammed R. (Sept. 9, 2022).

Schulte Comment Letter.

May 2023 SEC Form PF Amending Release, supra footnote 4.

The amendments are designed to improve comparability across advisers, improve data quality,

and reduce reporting errors, based on our experience with Form PF filings.

Amendments to Section 1a of Form PF - Identifying Information

Section 1a requires an adviser to report identifying information about the adviser and the

private funds it manages. We are adopting, as proposed, several amendments to collect

additional identifying information regarding the adviser, its related persons, and their private

fund assets under management.

Legal entity identifiers. We are adopting, as proposed, amendments to the definition of

“LEI” to exclude the use of any non-LEI identifier, such as an RSSD ID, as a substitute for LEI.

Legal entity identifiers, or “LEIs,” help identify entities and link data from different sources that

use LEIs.85 These amendments will improve data quality because, based on our experience with

the current form, reporting RSSD IDs as LEIs makes it more difficult for our staff to link data

efficiently and effectively.

Current Form PF requires advisers to report the LEI for certain entities, such as for the

reporting fund, and any parallel funds if they have an assigned LEI. It currently instructs

advisers, in the case of an entity that is a financial institution and does not have an assigned LEI,

to provide the RSSD ID assigned to the financial institution by the National Information Center

of the FRB.86 We are adopting an amendment to the definition of “LEI” to remove the

instruction that an adviser provide an RSSD ID with respect to an entity that is a financial

Form PF generally defines “LEI” as, with respect to any company, the “legal entity identifier” assigned by

or on behalf of an internationally recognized standards setting body and required for reporting purposes by

the U.S. Department of the Treasury’s Office of Financial Research or a financial regulator. See Form PF

Glossary of Terms (definition of “LEI”).

Currently, if an adviser has not been assigned an LEI and does not have an RSSD ID, then the adviser

would leave that line blank.

institution and that has not been assigned an LEI. Accordingly, an adviser will no longer be

permitted to substitute an RSSD ID or any other financial identifier for any requirement in Form

PF to provide an LEI, if one has been assigned.87 An adviser may continue to use an RSSD ID,

if the financial institution has one, or another financial identifier for any question that requires an

adviser to report other identifying information, where the form of identifying information is not

specified.88

We are also adopting, as proposed, an amendment to require advisers to provide LEIs for

themselves and their “related persons,” if they have an LEI.89 This amendment will help identify

advisers and their related persons and link data from other data sources that use LEI as an

identifier.

One commenter supported an expanded use of LEI as a legal identifier in Form PF and

stated that more comprehensive inclusion of LEI would create a more complete identification

scheme for the Commissions.90 The commenter also stated that the LEI field in the existing

Form PF should be used only for an LEI and not substitute any other identifier for an LEI.91 The

commenter also supported the creation of a separate field for the RSSD ID.92 Another

See, e.g., Questions 5(d) and 7(e).

See, e.g., Question 9(c). We also added “RSSD ID” to the Form PF Glossary of Terms and have defined it

as the identifier assigned by the National Information Center of the Board of Governors of the Federal

Reserve System, if any. See Form PF Glossary of Terms.

See Question 1. We are also adopting amendments to require advisers to provide the LEI for other entities,

if the other entities have one, including internal private funds (see Question 7 and Question 15), trading

vehicles (see Question 9), and counterparties (see Question 27 and Question 28). A “related person” has

the meaning provided in Form ADV. See Form PF Glossary of Terms. Form ADV defines a “related

person” as any advisory affiliate and any person that is under common control with the adviser. See Form

ADV Glossary of Terms.

See GLEIF Comment Letter.

See id.

Id.

commenter stated that requirements in Form PF to use a particular financial identifier may

increase costs and reduce innovation and competition among financial identifier providers and

that increased competition among financial identifiers would improve overall transparency and

data quality and reduce costs.93 As stated above, based on our experience with the current form,

however, permitting the reporting of other financial identifiers (namely, RSSD IDs) as LEIs has

generally made it more difficult for our staff to link data efficiently and effectively. The

amendments to the “LEI” definition will thus improve data quality and comparability on Form

PF, which supports effective assessment of systemic risk and investor protection efforts.

Additionally, Form PF continues to not require an adviser to obtain or use LEI or any other

particular financial identifier (other than private fund identification numbers for reporting funds),

as our amendments provide only that any identifier that does not meet the definition of “LEI”

may not be substituted for an LEI where a question requests an LEI. Form PF continues to

permit advisers to use other financial identifiers elsewhere on Form PF where the reporting of

LEI is either not specified or not required. The amendments to Form PF we are adopting do not

require any entity that does not already have an LEI to obtain one and clarifies that an identifier

that does not meet the “LEI” definition may not be substituted for an LEI where an LEI, if

available, is requested on Form PF.

Assets under management. We are adopting, substantially as proposed, amendments to

Question 3 to revise how advisers report assets under management attributable to certain private

funds. Current Question 3 requires advisers to provide a breakdown of regulatory assets under

management and net assets under management. These data are designed to show the size of the

See Comment Letter of Bloomberg, L.P. (Oct. 13, 2022) (“Bloomberg Comment Letter”).

adviser and the nature of the adviser’s activities. We did not receive comment on the proposed

amendments to Question 3. We are amending the instructions to direct advisers to exclude the

value of private funds’ investments in other internal private funds to avoid double counting of

fund of funds assets, as proposed.94 Advisers are required to include the value of trading vehicle

assets because, under the amended instructions for reporting trading vehicle assets, as discussed

more fully in section II.A.2 above, advisers are required to “look through” the reporting fund’s

investment in any trading vehicles.95 We did not receive comment on the proposed change in

instructions to Question 3. These amendments are designed to provide a more accurate view of

the assets managed by the adviser and its related persons, as well as the general distribution of

those assets among various types of private funds, because accurately viewing the scale of these

managed assets is important to effectively assess systemic risk and further investor protection

efforts.

Explanation of assumptions. We are amending, as proposed, Question 4, which advisers

use to explain assumptions that they make in responding to questions on Form PF, to add an

instruction directing advisers to provide the question number when the assumptions relate to a

particular question. We did not receive comments on this change. This amendment is designed

to help assess data more efficiently and improve comparability, based on experience with the

form.

We asked in the proposal whether there are other data sources we should use to link

entities across forms and to assess data more efficiently. In a further modification from the

See Question 3.

Id. We have also modified the proposed instructions to Question 3 to remove a reference to the proposed

requirement to report trading vehicles on a disaggregated basis, which we are not adopting in this Release.