On October 26, 2011, the SEC adopted Rule 204(b)-1 under the Investment Advisers Act of 1940, requiring certain advisers to private funds to report confidential fund-related information on new Form PF. Although the information reported will remain confidential, the SEC will share information reported on Form PF with the Financial Stability Oversight Council to assist in systemic risk monitoring.
Who must report on Form PF?
The final rules include substantial changes to the rules proposed earlier this year. Most notably, the rules create a minimum reporting threshold of $150 million in private fund assets under management (AUM). Advisers that do not meet the threshold are not required to report.
The reporting regime is a tiered system imposing different obligations based on the adviser’s AUM attributable to private funds. It also creates several categories of advisers:
When must advisers begin filing Form PF?
- Large hedge fund advisers: advisers with hedge fund AUM greater than $1.5 billion. Large hedge fund advisers will report quarterly, within 60 days after each quarter end.
- Large liquidity fund advisers: advisers with AUM greater than $1 billion in liquidity and/or money market funds. “Liquidity fund” is defined as any private fund that seeks to generate income by investing in a portfolio of short term obligations in order to maintain a stable net asset value per unit or minimize principal volatility for investors. Large liquidity fund advisers will report quarterly, within 15 days from the end of the fiscal quarter.
- Large private equity fund advisers: advisers with private equity AUM greater than $2 billion. Large private equity will report annually, within 120 days following the end of their fiscal year.
- Small private fund advisers: advisers with private fund AUM of at least $150 million, but do not meet any of the above thresholds. Small private fund advisers will report annually, within 120 days following the end of their fiscal year.
There are two important dates for advisers filing Form PF. Large private fund advisers with AUM of at least $5 billion must file Form PF following the first fiscal quarter (large hedge fund and large liquidity fund advisers) or year (large private equity fund advisers) after June 15, 2012. All other private fund advisers will begin filing following the first fiscal year ending on or after December 15, 2012.
Advisers will file Form PF though IARD.