June 22, 2023

Volume XIII, Number 173


June 22, 2023

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Four Key Considerations Since SEC Amended Form PF

In early May, the SEC adopted a final rule amending Form PF, the confidential reporting form for certain SEC-registered investment advisers to private funds. Form PF is designed to facilitate both the Financial Stability Oversight Council's ability to monitor systemic risk, as well as the SEC's regulatory oversight of private fund advisers and investor protection efforts.

The final rule amendments apply to large hedge fund advisers (having at least $1.5 billion in hedge fund AUM), private equity fund advisers (having at least $150 million in private equity fund AUM), and large private equity fund advisers (having at least $2 billion in private equity fund AUM).

Advisers who file Form PF should note the following practical considerations:

  1. Large Hedge Fund Advisers must file current event reports “as soon as practicable,” no later than 72 hours following occurrence. As a result, reporting thresholds must be monitored in real time. It is not yet clear under what types of circumstances the SEC might expect reporting in fewer than 72 hours. In addition, the use of a hours-based (rather than business day) reporting timeline will require monitoring over weekends and holidays and may result in filing obligations arising during non-business hours (depending on the timing of the triggering event).

  2. Certain new reporting obligations (e.g., counterparty defaults and operations events) will require Advisers to increase their oversight of third parties and relatedly impact Advisers’ terms and conditions in existing agreements with third parties.

  3. Several reporting obligations require subjective determinations (e.g., what is a “material restriction” with regard to a prime brokerage relationship and what qualifies as a “significant disruption or degradation” of a fund’s “critical operations”). To make such determinations, Advisers will need to update their compliance policies and procedures, as well as make necessary systems modifications to both monitor and report the new Form PF data requirements.

  4. The triggering and reporting of a current event (and even a quarterly reporting event) may result in increased interest and scrutiny by the SEC and its staff.

Read the overview: “SEC Adopts Final Rule Amendments to Form PF

See Katten’s printable “Form PF Recent Amendments Chart

©2023 Katten Muchin Rosenman LLPNational Law Review, Volume XIII, Number 172

About this Author

Adam Bolter Financial Markets Lawyer Katten

Adam Bolter counsels investment advisers, broker-dealers, private funds, and mutual funds on regulatory compliance with federal securities laws. Clients rely on Adam's depth of experience, both in his private practice and his many years working at the Securities and Exchange Commission.

Securities counsel with first-hand regulatory experience

Before rejoining Katten, Adam spent 12 years at the SEC, where he worked with a number of different SEC offices, advising on a broad range of matters involving investment advisers and investment funds, including private funds. Adam...

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Richard D. Marshall, Katten Muchin, SEC Representation Lawyer, Finance Attorney, New York,

Richard D. Marshall focuses his practice on the representation of financial institutions and employees subjected to investigations by the Securities and Exchange Commission, Department of Justice, Financial Industry Regulatory Authority and state securities regulators. Rick also counsels broker-dealers, investment companies and investment advisers on regulatory issues, particularly relating to SEC and FINRA regulations. He also frequently counsels clients on compliance and risk management issues and the handling of inspections.

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