Form PF

Form PF is a comprehensive report that collects data about private funds to help regulators monitor systemic riskRisks that could threaten the stability of the entire financial system, rather than just individual institutions, and are closely monitored by regulators.. The Financial Stability Oversight CouncilGroup of federal regulators created by Dodd-Frank to identify and address risks that could threaten the stability of the U.S. financial system. (FSOC) uses this information to watch for potential threats to the U.S. financial system. Under Investment Advisers Act of 1940 Investment Advisers Act of 1940 The Investment Advisers Act of 1940 is the primary U.S. legislation regulating investment advisers, including hedge fund managers, establishing registration requirements, fiduciary duties, disclosure obligations, and compliance standards for advisers meeting certain thresholds. Rule 204(b)-1, any registered investment adviser Registered investment adviser (RIA) A registered investment adviser (RIA) is a hedge fund manager or other investment adviser that has registered with the SEC or state securities regulators. These advisers must follow comprehensive rules including fiduciary duties, compliance requirements, and regular examinations. that manages private funds must file these periodic reports with the SEC if they had at least $150 million in assets at the end of their fiscal year.

This reporting requirement comes from the Dodd-Frank Act Dodd-Frank Act The Dodd-Frank Act (Dodd-Frank Wall Street Reform and Consumer Protection Act) is comprehensive U.S. financial regulatory legislation enacted in 2010 that significantly impacted hedge funds through registration requirements, reporting obligations, trading restrictions, and enhanced compliance standards. , which Congress passed after the 2008 financial crisis. The law created FSOC and gave it the job of overseeing systemic risk throughout the U.S. financial system. To do this effectively, FSOC needs data from regulatory agencies like the SEC and the Commodity Futures Trading Commission (CFTC).

Form PF serves as one of the main tools for gathering private fund information. The 2008 crisis revealed significant gaps in regulators' ability to monitor risks building up in less-regulated parts of the financial system, including private funds. By collecting this data, FSOC can evaluate potential risks and identify vulnerabilities in the market before they become major problems.

Form PF establishes specific rules for categorizing different types of private funds. Understanding these categories matters because they determine what sections of the form you need to complete.

A hedge fund is defined as any private fund—except a securitized asset fund—that meets at least one of three conditions. First, it pays performance fees Performance fee A performance fee is compensation paid to a hedge fund manager based on the fund's investment profits, typically calculated as a percentage (commonly 20%) of returns above a specified threshold, subject to high-water marks and potentially hurdle rates. calculated using unrealized gains. This means the fund manager receives compensation based on paper profits, not just realized profits from actual sales. Second, it maintains borrowing capacity or gross notional exposureThe total face value of all positions held by a fund, including both long and short positions, without netting offsetting positions. that exceeds certain thresholds relative to the fund's net asset valueThe total value of a fund's assets minus its liabilities, divided by the number of outstanding shares or units.. Third, it engages in short selling beyond what is needed for basic hedging purposes.

Additional fund categories include:

• Liquidity fund: These funds focus on short-term investments and attempt to maintain stable net asset values or minimize how much the principal amount fluctuates
• Real estate fund: These funds are non-hedge funds that do not offer regular redemption rights to investors and primarily invest in real estate and related assets
• Securitized asset fund: These funds issue asset-backed securitiesFinancial securities backed by a pool of underlying assets such as loans, mortgages, or receivables that generate cash flows to pay investors., and their investors primarily hold debt rather than equity
• Venture capital fund: These funds meet the specific definition laid out in Investment Advisers Act Rule 203(l)-1

Private equity funds are essentially everything else. Any private fund that does not qualify as a hedge fund, liquidity fund, real estate fund, securitized asset fund, or venture capital fund, and that does not offer ordinary redemption rights to investors, falls into this category.

The SEC has provided additional guidance to help advisers understand when their funds should and should not be classified as hedge funds. This guidance addresses some common situations that might otherwise cause confusion.

For example, a fund does not automatically become a hedge fund just because it calculates performance fees using unrealized gains if those calculations are only used for financial reporting purposes rather than actually paying the adviser. Similarly, if the calculations only serve to reduce fees when the fund has net losses, that alone does not trigger hedge fund classification.

Funds also are not considered hedge funds solely because they engage in short selling that is exclusively used to hedge currency exposure or manage duration riskThe risk that bond prices will decline due to changes in interest rates, with longer-duration bonds typically experiencing greater price sensitivity.. Additionally, funds do not become hedge funds just because their legal documents permit borrowing, leverage, or short selling activities if the fund does not actually engage in these practices and investors would reasonably understand from the offering materials that such activities will not occur.

The reporting requirements vary significantly depending on how much money an adviser manages and what types of funds they operate. Large hedge fund advisers who manage at least $1.5 billion in hedge fund assets must file quarterly reports. They have sixty days after each fiscal quarter ends to submit their filing.

Most other advisers, including those who manage large private equity funds, only need to file once per year. These annual filers have 120 calendar days after their fiscal year ends to submit their reports.

In May 2023, the SEC adopted significant amendments to Form PF that created new event-based reporting obligations. These amendments took effect in two phases during 2023 and 2024, and they represent the most substantial changes to Form PF since its original adoption in 2011.

Large hedge fund advisers must now file current reports within 72 hours after certain triggering events occur at their qualifying hedge funds—those with at least $500 million in net asset value. These Section 5 reports cover events such as extraordinary investment losses, significant margin increases, counterparty defaults, prime broker terminations, large redemption requests, and operational disruptions. The SEC implemented this requirement on December 11, 2023.

All advisers to private equity funds must now file quarterly event reports within 60 days after the end of any fiscal quarter in which certain triggering events occur. These Section 6 reports must be filed when there is an adviser-led secondary transaction, or when investors vote to remove the general partner, terminate the fund, or end the investment period. This obligation went into effect on the same date as the hedge fund current reporting requirement.

Large private equity fund advisers—those with at least $2 billion in private equity assets—must provide additional detailed information in their annual Form PF filings. The enhanced Section 4 requirements include new questions about investment strategies, geographical breakdowns, fund-level borrowing arrangements, events of default, bridge financing providers, and general partner or limited partner clawbacks. These expanded reporting obligations started on June 11, 2024.

In February 2024, the SEC and CFTC jointly adopted a third set of comprehensive amendments to Form PF. These amendments would require substantially more information from all filers and introduce significant changes to how advisers report on master-feeder arrangements and parallel fund structures.

The compliance date for these February 2024 amendments has been extended multiple times and currently stands at October 1, 2026. The SEC has indicated it is conducting a comprehensive review of Form PF and may propose further amendments before the October 2026 compliance date arrives.

Form PF is organized into different sections, and which sections you need to complete depends on what type of adviser you are. All filers must complete Sections 1a and 1b, which cover general information about the adviser and their funds. Beyond that, the requirements become more specialized.

Hedge fund advisers must also complete Section 1c, which asks for specific details about each fund. Large hedge fund advisers have the most extensive requirements and must also complete Section 2, which requests detailed information about their investment exposures and risk profiles. Additionally, large hedge fund advisers must file Section 5 current reports within 72 hours of specified triggering events.

Private equity fund advisers must file Section 6 quarterly event reports when triggering events occur. Large private equity fund advisers with at least $2 billion in assets under management must complete Section 4, which asks for detailed investment and operational data in their annual filings.

The information provided on Form PF generally remains confidential. However, the SEC can use this information for enforcement actions and examinations of advisers. The Dodd-Frank Act specifically exempts Form PF data from Freedom of Information Act requests, which means the general public cannot request access to these filings. At the same time, the law requires the SEC to share this information with FSOC for systemic risk monitoring purposes.

The SEC also expects to coordinate with international regulators who are monitoring systemic risk in their own countries. The agency may respond to requests from other federal agencies and self-regulatory organizationsNon-governmental organizations that have the power to create and enforce industry regulations and standards for their members. when appropriate.

While monitoring systemic risk serves important regulatory goals in preventing future financial crises, some market participants have questioned whether the current approach is the most effective. They have raised concerns about whether private funds really warrant this level of detailed reporting and whether the data being collected actually helps prevent crises. The multiple extensions of the February 2024 amendments' compliance date reflect ongoing industry concerns about implementation challenges and the scope of the reporting requirements.

Although the SEC maintains that Form PF information is confidential, private fund investors sometimes ask their fund managers for access to Form PF data. This creates a potential problem. If advisers accommodate these requests, it could undermine the SEC's confidentiality protections and create competitive disadvantages for funds whose data becomes more widely known.