SEC Form PF Updates and New Reporting Requirements

Form PF is a confidential report filed by certain SEC-registered investment advisers who manage private funds like hedge funds, private equity funds, and liquidity funds. Introduced after the 2008 financial crisis, the form allows the Financial Stability Oversight Council (FSOC) to monitor risks to the U.S. financial system. The SEC recently adopted amendments to Form PF to enhance the FSOC’s ability to monitor systemic risk and bolster the SEC’s regulatory oversight. The changes provide regulators with more timely and detailed data on fund strategies, leverage, and potential stress points.

New Current Reporting for Large Hedge Fund Advisers

A feature of the updated Form PF is the introduction of “current reporting” for large hedge fund advisers, defined as those with at least $1.5 billion in hedge fund assets under management. These advisers must file a report within 72 hours of certain triggering events. This requirement marks a departure from the previous quarterly or annual filing cycle, aiming to give regulators a near real-time view of events that could signal financial distress or market instability.

The triggering events that require a 72-hour report include:

• An extraordinary investment loss equal to or greater than 20% of a fund’s “reporting fund aggregate calculated value” (RFACV) over a rolling 10-business-day period. The RFACV is essentially the net asset value of the fund, and this alerts regulators to sudden, substantial downturns.
• Significant margin and default events. This includes a fund’s total margin increasing by more than 20% of its RFACV over a 10-business-day period or if the adviser receives a notice of margin default from a counterparty.
• The termination or material restriction of a fund’s relationship with a prime broker. This provides insight into potential operational or credit issues at the fund that could disrupt its core trading activities.
• A significant disruption or degradation of the fund’s key operations, whether at the adviser, the fund, or a service provider, that is ongoing or expected to be ongoing for 48 hours or more.
• Receiving cumulative withdrawal or redemption requests that exceed 50% of the fund’s most recent net asset value, or if the fund is unable to meet redemption requests or suspends redemptions for more than five consecutive business days.

Expanded Reporting for Private Equity Advisers

The amendments also introduce new reporting requirements for private equity advisers with at least $2 billion in private equity assets under management. These changes are designed to provide regulators with greater visibility into transactions and practices common in the industry, illuminating potential conflicts of interest and sources of risk.

A new quarterly reporting requirement mandates that advisers file a report within 60 days of a quarter’s end for events such as adviser-led secondary transactions and general partner removals. For adviser-led secondaries, the report requires disclosure of the transaction type and a description of the assets sold. This requirement responds to the growing prevalence of these transactions, which can create complex conflicts of interest.

The amendments also expand annual reporting requirements. Advisers must now report on any general partner clawback or a limited partner clawback affecting more than 10% of a fund’s aggregate capital commitments. A clawback occurs when a fund’s general partner must return previously distributed profits. The expanded reporting also includes new questions to gather more granular information on fund strategies and the use of leverage.

There is also an increased focus on portfolio company financings. Advisers must report on the extent to which their controlled portfolio companies are financed by debt, particularly debt that is part of a collateralized loan obligation (CLO) or other securitization. This information helps regulators understand the interconnectedness between the private equity industry and the broader credit markets.

Finally, the amendments require more detailed information about a fund’s controlled portfolio companies (CPCs). Advisers must report the industry classification of each CPC and disclose if a CPC is a “fund of funds.” This data provides a more comprehensive map of private equity ownership across different sectors of the economy, allowing for analysis of industry concentration.

Amendments Affecting Other Filer Types

The amendments also introduce updates for other types of filers and make general modifications to the form to improve data quality.

An update affects large liquidity fund advisers, which are advisers to liquidity funds with a combined aggregate net asset value of $1 billion or more. These advisers now face new reporting requirements to provide a more detailed view of their funds’ operations and assets. The amendments require reporting specific information about the liquidity and maturity profiles of their portfolios, including weighted average maturity and weighted average life.

The updated form also requires large liquidity fund advisers to provide more granular information about the disposition of portfolio securities. This includes details on any securities sold or disposed of during a reporting period, which can help regulators identify trends in portfolio management, especially during periods of market stress. The goal is to better understand how these funds might react to market shocks.

The amendments also remove certain aggregated reporting requirements that were deemed duplicative or less useful. Previously, advisers had to report some information aggregated across all the funds they manage. The SEC determined that this aggregated data was less valuable for risk monitoring than fund-level data.

The amendments also require more detailed reporting on fund structures like master-feeder arrangements and parallel fund structures. Advisers must now provide separate reporting for these arrangements instead of reporting on a consolidated basis. This change gives regulators a clearer understanding of complex fund structures and how risks are allocated within them.

Compliance Dates and Transition Guidance

The compliance date for the amendments to Form PF is October 1, 2025. This single compliance date applies to all new requirements, including the current reporting for large hedge fund advisers and the expanded quarterly and annual reporting for private equity advisers. The extension was granted to give filers and their service providers more time to develop and test their reporting systems, which is expected to improve the quality of the data reported. Until this date, private fund advisers can continue to use the previous version of Form PF for their filings.