What Is Form PF and Who Must File It?

Form PF is a confidential reporting form mandated by the U.S. Securities and Exchange Commission (SEC) for certain private fund investment advisers. Its primary purpose is to collect data that helps regulators monitor financial stability and understand the private fund industry. Originating from the Dodd-Frank Wall Street Reform and Consumer Protection Act, this form allows the SEC and the Financial Stability Oversight Council (FSOC) to assess potential systemic risks within the financial system. Form PF provides insights into the operations and strategies of private funds, contributing to broader oversight efforts. The data gathered supports regulatory efforts without being publicly disclosed.

Who Must File Form PF

Investment advisers are required to file Form PF if they meet specific criteria. An adviser must be registered or required to be registered with the SEC and manage one or more private funds. Additionally, the adviser, along with any related persons, must collectively have at least $150 million in private fund assets under management (AUM) as of the last day of their most recently completed fiscal year. A “private fund” generally refers to an entity that pools money from multiple investors and is structured to be exempt from registration as an investment company under specific sections of federal securities law.

Filing requirements and frequency vary depending on the amount and type of private fund assets under management. Advisers are categorized based on these AUM thresholds. Many private fund advisers meeting the $150 million AUM threshold are required to complete Section 1 of Form PF and file it annually. This annual filing is generally due within 120 calendar days after the end of their fiscal year.

Large hedge fund advisers, managing $1.5 billion or more in hedge fund assets, must file quarterly updates within 60 calendar days after the end of each fiscal quarter. This provides more timely data on their substantial market presence.

Large liquidity fund advisers, managing $1 billion or more in liquidity fund assets, also have a quarterly filing requirement. Their quarterly updates are due within 15 calendar days after the end of each fiscal quarter, reflecting the need for more immediate data on highly liquid funds.

For large private equity fund advisers, the AUM threshold is $2 billion or more in private equity fund assets. These advisers typically have an annual filing requirement, due within 120 days after their fiscal year-end. However, amendments have introduced additional, more timely reporting for certain events.

Advisers that are exempt from registration with the SEC, such as exempt reporting advisers, are not required to file this form. The calculation of AUM for these thresholds includes the value of private fund investments in other private funds and considers related persons.

Information Reported on Form PF

Form PF requires private fund advisers to report detailed information, varying by adviser type and fund size. The form is structured into sections, with most advisers primarily completing Section 1.

Section 1a collects basic identifying details about the adviser, including contact information and regulatory AUM. Section 1b focuses on information specific to each private fund, including identification, structure, gross and net asset values, borrowings, derivative positions, and asset/liability categorization. It also covers investor ownership and fund performance. Advisers to hedge funds must complete Section 1c, which covers investment strategy breakdown, high-frequency trading, counterparty credit risk, and trading/clearing mechanisms.

Large hedge fund advisers ($1.5 billion+ AUM) must provide additional disclosures in Sections 2a and 2b. Section 2a requires aggregated information like long/short positions by asset class, fixed income durations, turnover rates, and geographic investment breakdown. These insights help regulators understand potential exposures and concentrations.

Large private equity fund advisers ($2 billion+ AUM) have specific reporting requirements, typically within Section 4. This includes details on portfolio company financing, distributions, uncalled capital commitments, clawbacks, fund-level borrowings, events of default, and bridge financings. This data provides a clearer picture of the financial health and operational aspects of these significant private funds.

Filing Procedures and Frequency

Form PF must be filed electronically through the Private Fund Reporting Depository (PFRD), operated by the Financial Industry Regulatory Authority (FINRA) on behalf of the SEC. Advisers need to obtain access to the PFRD system, which typically involves having an EDGAR CIK number and setting up specific PFRD accounts.

Data for Form PF is usually prepared using specialized software or internal systems. This data is then converted into an XML format for submission, as PFRD supports XML uploads. Once the XML file is prepared, it is uploaded to the PFRD system, and the form can be submitted. A fee of $150 is associated with filing each annual or quarterly report. These fees must be paid into the adviser’s IARD Daily Account before a submission can be finalized.

Filing deadlines for Form PF depend on the adviser’s classification and reporting frequency. Large hedge fund advisers must submit their quarterly reports within 60 calendar days after the end of each fiscal quarter. Large liquidity fund advisers must file their quarterly updates within 15 calendar days after the end of each fiscal quarter.

Other private fund advisers, typically filing annually, must submit their Form PF within 120 calendar days after the end of their fiscal year. Recent amendments have introduced event-based reporting for certain occurrences, requiring filings within 60 days after a fiscal quarter for private equity fund advisers for events like adviser-led secondary transactions or investor-initiated removals of a general partner. Large hedge fund advisers also have current reporting requirements for specific financial events, which must be reported generally no later than 72 hours after the event.

Advisers may file amendments to a previously submitted Form PF to correct or update information. While the filing process requires detailed information, the data submitted on Form PF remains confidential. The SEC does not intend to make public information identifiable to any particular adviser or private fund, although the data can be used for regulatory purposes, including examinations and enforcement actions.