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COMMODITY FUTURES TRADING COMMISSION

17 CFR CHAPTER I

RIN 3038-AF31

SECURITIES AND EXCHANGE COMMISSION

17 CFR PART 279

[Release No. IA-6838; File No. S7-22-22]

RIN 3235-AN13

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

Extension of Compliance Date

AGENCIES: Commodity Futures Trading Commission and Securities and Exchange

Commission.

ACTION: Joint final rule; extension of compliance date.

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

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

compliance date for the amendments to Form PF that were adopted on February 8, 2024, from

March 12, 2025 to June 12, 2025. Form PF is the confidential reporting form for certain SECregistered 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”).

DATES: Effective date: The effective date for this release is February 5, 2025. The effective

date for the amendments to Form PF adopted on February 8, 2024, remains March 12, 2025.

Compliance date: The compliance date for the amendments to Form PF adopted on February 8,

2024, is extended to June 12, 2025.

FOR FURTHER INFORMATION CONTACT: SEC: John Cavanagh, Senior Counsel; Jill

Pritzker, Senior Counsel; Robert Holowka, Branch Chief; or Jennifer Porter, 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:

Pamela Geraghty, Acting Deputy Director; or Elizabeth Groover, Special Counsel, at (202) 4186700, 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 (“Advisers Act”).1

Agency

CFTC & SEC

Reference

Form PF2

CFR Citation

17 CFR 279.9

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.

Congress enacted Sections 404 and 406 of the Dodd-Frank Wall Street Reform and Consumer Protection

Act of 2010 (“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. 111203, 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.

DISCUSSION

On February 8, 2024, the Commissions adopted amendments to Form PF [17 CFR 279.9]

under the Advisers Act (“Final Form PF”).3 Form PF is 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 funds4 that they advise. The

Commissions established a single effective and compliance date for the Final Form PF: March

12, 2025, which was one year from its date of publication in the Federal Register (“Initial

Compliance Date”). Until that date, the current version of Form PF remains in effect (“Current

Form PF”).

Investment advisers to private funds file reports on Form PF at different times depending

on the types of private funds they advise and their assets under management. Some file on an

annual basis, some file on a quarterly basis, and some file on a quarterly basis for quarterly

reporting funds and then subsequently amend that filing to report about their annual reporting

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

subsystem of the Investment Adviser Registration Depository, and reports, analysis, and memoranda

produced pursuant thereto.

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.

funds. The Initial Compliance Date is after the fourth quarter of 2024 filing deadlines for many

quarterly reporting funds (January 15, 2025, or March 1, 2025, depending on the type of private

fund) but before the 2024 annual filing deadline for many annual reporting funds (April 30, 2025

for advisers with a December 31 fiscal year end).

The Commissions have become aware of various challenges associated with the timing of

the Initial Compliance Date given the applicable reporting cycles for Form PF. In this regard,

several industry groups submitted a letter that requested the Commissions extend the compliance

date for the Final Form PF to September 12, 2025, or in the alternative, to June 12, 2025.5

First among these challenges, the Current Form PF and the Final Form PF include

different questions and require reported data to be computed in different ways, which would

create additional burdens for many private fund advisers if 2024 data is reported on both versions

of the form. For example, as discussed in the Industry Letter, many private fund advisers with

annual and quarterly filing obligations would have to submit 2024 data on the two different

versions of Form PF – submitting an initial filing on the Current Form PF to report data for the

fourth fiscal quarter of 2024 for their quarterly reporting funds, and then submitting an

amendment on the Final Form PF for their annual reporting funds with 2024 fiscal year data.6

Filing on both forms to report data from the same year would result in technological challenges

and additional administrative burdens for these advisers.

See Comment Letter of Managed Funds Association, Alternative Investment Management Association,

Investment Adviser Association, and SIFMA AMG (Dec. 13, 2024), https://www.mfaalts.org/wpcontent/uploads/2024/12/Form-PF-Reporting-Extension-Request-As-submitted-on-12.13.24.pdf (“Industry

Letter”).

See id.

Additionally, most annual filers could choose to either submit their annual filing before

the Initial Compliance Date on the Current Form PF or submit an annual filing after the Initial

Compliance Date on the Final Form PF. While advisers could mitigate the burden associated

with having to file on separate forms by filing before the Initial Compliance Date, doing so

would have its own burdens associated with filing on a compressed time frame. The

Commissions also may experience challenges in their ability to aggregate and compare the 2024

data filed on the Current Form PF and the Final Form PF given the substantial differences

between the information required by each form and their instructions.

In addition, the Industry Letter discussed the compliance challenges associated with the

scope and timing of technological changes necessary to be able to file on the Final Form PF by

the Initial Compliance Date, as well as the challenges of simultaneously working on building

systems for other new reporting obligations and fulfilling their other routine year-end regulatory

and investor reporting obligations.7 We also understand some advisers have had challenges

collecting the newly required data in the Final Form PF for fiscal year 2024.

The Industry Letter requested that the Commissions extend the compliance date to

September 12, 2025, or in the alternative, to June 12, 2025.8 After considering the request, the

Commissions are extending the compliance date for the Final Form PF to June 12, 2025. The

extension will mitigate the administrative and technological burdens and costs associated with

the Initial Compliance Date discussed above. The extension also will provide more time for

programming and testing for compliance with the Final Form PF’s requirements and collecting

Id.

the required data. In addition, June 12, 2025 falls after the filing deadline for annual filers to

submit their 2024 annual filings. As a result, almost all Form PF data submitted to the

Commissions for activity in 2024 will be submitted on the Current Form PF, enhancing the

Commissions ability to aggregate the data and analyze trends for the calendar year.

Although extending the compliance date to September 12, 2025 would provide filers

additional time to address compliance challenges, it would result in a six-month delay (rather

than a three-month delay) for reporting the information and additional data that the Commissions

identified as important for facilitating FSOC’s ability to monitor potential systemic risk and

furthering the Commissions’ investor protection efforts.9 An extension of the compliance date to

June 12, 2025 addresses the most significant challenges associated with the Form PF filing cycle

while also ensuring that the Commissions obtain this important information beginning with the

data for the second quarter of 2025.

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

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

See 2024 Adopting Release.

of the market, Form PF filers’ current practices, and the current regulatory framework, including

recently adopted rules. As discussed above, pursuant to the 2024 Adopting Release, the Current

Form PF was to remain in effect until March 12, 2025.10

The changes to the Current 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.11 The Final Form PF includes further amendments that are specifically for large hedge

fund advisers, including specific revisions for large hedge fund advisers to qualifying hedge

funds.12

This final rule will extend the compliance date for the Final Form PF to June 12, 2025.

As discussed above, and as indicated by commenters, this compliance date extension will

mitigate costs associated with certain advisers having to submit a filing on the Current Form PF

to file fiscal quarter data for their quarterly reporting funds, and then filing an amendment on the

Final Form PF for their annual reporting funds with fiscal year 2024 data.13 Absent extending the

compliance date, many private fund advisers with annual and quarterly filing obligations would

have to file 2024 data on the two different versions of Form PF. While those advisers could have

mitigated the burden associated with having to file on separate forms by filing before the Initial

Compliance Date, doing so would have had its own burdens associated with filing on a

compressed time frame.

See supra section I.

See 2024 Adopting Release.

Id.

See supra section I; Industry Letter.

The benefit of extending the compliance date is therefore that it will mitigate the costs

those private fund advisers will face relative to the baseline of the Initial Compliance Date.14

There are 491 such advisers who must file both quarterly filings for the fourth quarter of 2024

and annual filings for all of 2024. However, this effect on filers’ costs will be smaller for those

advisers affected by this change who have already begun to build and modify systems to produce

the required filings and may be minimal for those advisers who have already completed or nearly

completed this work.

In addition, a June 12, 2025 compliance date will better facilitate the Commissions’

analysis of 2024 data. Under the Initial Compliance Date, most annual filings for 2024 would be

submitted on the Final Form PF, while quarterly filings for 2024, including fourth quarter filings,

will be submitted on the Current Form PF. Applying a compliance date of June 12, 2025 will

allow almost all investment advisers to shift from filing on the Current Form PF to the Final

Form PF with respect to all of their private funds at the same time. Aligning these filings on the

same time frame also may enhance how the data may be used by the Commissions.15

Id. Extending the compliance date will also mitigate the potential costs associated with overlap of the

compliance date of the Final Form PF and rules that were adopted prior to the Final Form PF. See 2024

Adopting Release, at section IV.C.2. As explained in that Release, where overlap in compliance periods

exists, the SEC acknowledges that there may be additional costs on those entities subject to one or more

other rules, but spreading the compliance dates out over an extended period limits the number of

implementation activities occurring simultaneously. Id. For the same reason, extending the compliance date

will likely mitigate the potential costs associated with overlap of the compliance date and the compliance

dates of rules that have been adopted since the Final Form PF. Specifically, the SEC has adopted one

rule—Regulation NMS: Minimum Pricing Increments, Access Fees, and Transparency of Better Priced

Orders—since the Final Form PF in which it considered the overlap of compliance dates with the Final

Form PF. See Release No. 34-101070 (Sept. 18, 2024) [89 FR 81620 (Oct. 8, 2024)].

While first quarter 2025 filings will be filed on the Current Form PF and 2025 annual filings will be filed

on the Final Form PF, the benefits from aligning those filings on the same form are smaller. This is because

by that time the quarterly filings that are incomparable to the annual filings will be almost a year out of

date.

The cost of extending the compliance date to June 12, 2025 will impact the economic

benefits associated with the Final Form PF. 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.16 The Final Form PF will (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.17 There may be a cost to the Commissions receiving this

information later. For example, to the extent that there are significant market events in early

2025, extending the compliance date may result in forgone benefits from the Commissions not

receiving enhanced Form PF data. More broadly, there will be a cost from delaying the accrual

of any benefits of the enhanced data. However, the overall cost of the amendments is mitigated

by the fact that extending the compliance date will not change what information will eventually

2024 Adopting Release, at section IV.C.1.

Id.

get reported on Final Form PF after the compliance date, but rather only delays the reporting of

it. The overall cost is also mitigated by the fact that the delay is only by three additional months.

The extension will likely not have any substantial effect on efficiency, competition, or

capital formation because the extension simply provides additional time for all advisers to come

into compliance with Form PF.

Lastly, the Commissions considered alternatives to the new compliance date, including

the September 12, 2025 compliance date requested in the Industry Letter.18 As discussed above,19

while a longer compliance date extension may further mitigate compliance costs for advisers for

the reasons discussed above, an extension to June 12, 2025 already mitigates the most significant

costs, specifically those associated with filing fourth quarter of 2024 filings on the Current Form

PF and annual 2024 filings on the Final Form PF. The incremental cost reductions with a further

extension would therefore be minimal, and a further extension would further delay the accrual of

the benefits associated with the Final Form PF.20

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.

See supra section I.

Id.

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

For the reasons cited above, the Commissions, for good cause, find that notice and

solicitation of public comment to extend the compliance date for the Final Form PF are

impracticable, unnecessary, or contrary to the public interest.22 This document does not impose

any new substantive regulatory requirements on any person and merely reflects the extension of

the compliance date for the Final Form PF. For the reasons discussed above an extension of the

compliance date to June 12, 2025, is needed to alleviate various challenges associated with the

Initial Compliance Date, which is only two months away, and will facilitate an orderly

implementation of the Final Form PF. Given the time constraints, a notice and comment period

could not be reasonably be completed prior to the Initial Compliance Date. Further, the

Commissions recognize the importance of providing private fund advisers sufficient notice of the

extended compliance date, and providing immediate effectiveness upon publication of this

release will allow industry participants to adjust their implementation plans accordingly.

For similar reasons, although the APA generally requires publication of a rule at least 30

days before its effective date, the requirements of 5 U.S.C. 808(2) are satisfied (notwithstanding

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

See Section 553(b)(B) of the Administrative Procedure Act (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”).

the requirement of 5 U.S.C. 801)23 and the Commissions find there is good cause for the Final

Form PF to take effect on February 5, 2025.24

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).

See 5 U.S.C. 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 do 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.

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

Note: Form PF will not appear in the Code of Federal Regulations.

By the Commissions.

Dated: January 29, 2025.

Christopher Kirkpatrick,

Secretary, Commodity Futures Trading Commission.

Vanessa A. Countryman,

Secretary, Securities and Exchange Commission.

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.