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[Federal Register Volume 90, Number 23 (Wednesday, February 5, 2025)]
[Rules and Regulations]
[Pages 9007-9010]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-02138]

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COMMODITY FUTURES TRADING COMMISSION

17 CFR Chapter I

RIN 3038-AF31

SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 279

[Release No. IA-6838; File No. S7-22-22]
RIN 3235-AN13

Form PF; Reporting Requirements for All Filers and Large Hedge 
Fund Advisers; Extension of Compliance Date

AGENCIES:  Commodity Futures Trading Commission and Securities and 
Exchange Commission.

ACTION: Joint final rule; extension of compliance date.

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SUMMARY: The Commodity Futures Trading Commission (``CFTC'') and the 
Securities and Exchange Commission (``SEC'') (collectively, ``we'' or 
``Commissions'') are extending the compliance date for the amendments 
to Form PF that were adopted on February 8, 2024, from March 12, 2025 
to June 12, 2025. Form PF is the confidential reporting form for 
certain SEC-registered investment advisers to private funds, including 
those that also are registered with the CFTC as a commodity pool 
operator (``CPO'') or commodity trading adviser (``CTA'').

DATES: 
    Effective date: The effective date for this release is February 5, 
2025. The effective date for the amendments to Form PF adopted on 
February 8, 2024, remains March 12, 2025.
    Compliance date: The compliance date for the amendments to Form PF 
adopted on February 8, 2024, is extended to June 12, 2025.

FOR FURTHER INFORMATION CONTACT: SEC: John Cavanagh, Senior Counsel; 
Jill Pritzker, Senior Counsel; Robert Holowka, Branch Chief; or 
Jennifer Porter, Assistant Director, Investment Adviser Regulation 
Office, at (202) 551-6787, Division of Investment Management, 
Securities and Exchange Commission, 100 F Street NE, Washington, DC 
20549-8549. CFTC: Pamela Geraghty, Acting Deputy Director; or Elizabeth 
Groover, Special Counsel, at (202) 418-6700, Commodity Futures Trading 
Commission, Three Lafayette Centre, 1155 21st Street NW, Washington, DC 
20581.

SUPPLEMENTARY INFORMATION: The Commissions are extending the compliance 
date of the Final Form PF under the Investment Advisers Act of 1940 
(``Advisers Act'').\1\
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    \1\ 15 U.S.C. 80b. Unless otherwise noted, when we refer to the 
Advisers Act, or any section of the Advisers Act, we are referring 
to 15 U.S.C. 80b, in which the Advisers Act is codified, and when we 
refer to rules under the Advisers Act, or any section of these 
rules, we are referring to title 17, part 275 of the Code of Federal 
Regulations [17 CFR 275], in which these rules are published.

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             Agency                  Reference          CFR citation
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CFTC & SEC.....................  Form PF \2\.....  17 CFR 279.9.
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I. Discussion
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    \2\ Congress enacted Sections 404 and 406 of the Dodd-Frank Wall 
Street Reform and Consumer Protection Act of 2010 (``Dodd-Frank 
Act''), which require that private fund advisers file reports and 
specify certain types of information that should be subject to 
reporting and/or recordkeeping requirements. Public Law 111-203, 124 
Stat. 1376 (2010). With respect to such reports, the Dodd-Frank Act 
authorizes the SEC to require that private fund advisers file such 
information ``as necessary and appropriate in the public interest 
and for the protection of investors, or for the assessment of 
systemic risk.'' The result of this enactment is Form PF, which is a 
joint form between the SEC and CFTC only with respect to sections 1 
and 2 of the Form.
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    On February 8, 2024, the Commissions adopted amendments to Form PF 
[17 CFR 279.9] under the Advisers Act (``Final Form PF'').\3\ Form PF 
is the form that certain SEC-registered investment advisers, including 
those that also are registered with the CFTC as a CPO or CTA, use to 
report confidential information about the private funds \4\ that they 
advise. The Commissions established a single effective and compliance 
date for the Final Form PF: March 12, 2025, which was one year from its 
date of publication in the Federal Register (``Initial Compliance 
Date''). Until that date, the current version of Form PF remains in 
effect (``Current Form PF'').
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    \3\ Form PF; Reporting Requirements for All Filers and Large 
Hedge Fund Advisers, Release No. IA-6546 (Feb. 8, 2024) [89 FR 17984 
(Mar. 12, 2024)] (``2024 Adopting Release''). Any reference to the 
``Commissions'' or ``we,'' as it relates to the collection and use 
of Form PF data, are meant to refer to the agencies in their 
separate or collective capacities (as the context requires or 
permits), and such data from filings made pursuant to 17 CFR 
275.204(b)-1, by and through Private Fund Reporting Depository, a 
subsystem of the Investment Adviser Registration Depository, and 
reports, analysis, and memoranda produced pursuant thereto.
    \4\ See 17 CFR 275.204(b)-1. Advisers Act section 202(a)(29) 
defines the term ``private fund'' as an issuer that would be an 
investment company, as defined in section 3 of the Investment 
Company Act of 1940 (``Investment Company Act''), but for section 
3(c)(1) or 3(c)(7) of that Act. Section 3(c)(1) of the Investment 
Company Act provides an exclusion from the definition of 
``investment company'' for any issuer whose outstanding securities 
(other than short-term paper) are beneficially owned by not more 
than one hundred persons (or, in the case of a qualifying venture 
capital fund, 250 persons) and which is not making and does not 
presently propose to make a public offering of its securities. 
Section 3(c)(7) of the Investment Company Act provides an exclusion 
from the definition of ``investment company'' for any issuer, the 
outstanding securities of which are owned exclusively by persons 
who, at the time of acquisition of such securities, are qualified 
purchasers, and which is not making and does not at that time 
propose to make a public offering of such securities. The term 
``qualified purchaser'' is defined in section 2(a)(51) of the 
Investment Company Act.
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    Investment advisers to private funds file reports on Form PF at 
different times depending on the types of private funds they advise and 
their assets under management. Some file on an annual basis, some file 
on a quarterly basis, and some file on a quarterly basis for quarterly 
reporting funds and then subsequently amend that filing to report about 
their annual reporting funds. The Initial Compliance Date is after the 
fourth quarter of 2024 filing deadlines for many quarterly reporting 
funds (January 15, 2025, or March 1, 2025, depending on the type of 
private fund) but before the 2024 annual filing deadline for many 
annual reporting funds (April 30, 2025 for advisers with a December 31 
fiscal year end).
    The Commissions have become aware of various challenges associated 
with the timing of the Initial Compliance Date given the applicable 
reporting cycles for Form PF. In this regard, several industry groups 
submitted a letter that requested the Commissions

[[Page 9008]]

extend the compliance date for the Final Form PF to September 12, 2025, 
or in the alternative, to June 12, 2025.\5\
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    \5\ See Comment Letter of Managed Funds Association, Alternative 
Investment Management Association, Investment Adviser Association, 
and SIFMA AMG (Dec. 13, 2024), https://www.mfaalts.org/wp-content/uploads/2024/12/Form-PF-Reporting-Extension-Request-As-submitted-on-12.13.24.pdf (``Industry Letter'').
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    First among these challenges, the Current Form PF and the Final 
Form PF include different questions and require reported data to be 
computed in different ways, which would create additional burdens for 
many private fund advisers if 2024 data is reported on both versions of 
the form. For example, as discussed in the Industry Letter, many 
private fund advisers with annual and quarterly filing obligations 
would have to submit 2024 data on the two different versions of Form 
PF--submitting an initial filing on the Current Form PF to report data 
for the fourth fiscal quarter of 2024 for their quarterly reporting 
funds, and then submitting an amendment on the Final Form PF for their 
annual reporting funds with 2024 fiscal year data.\6\ Filing on both 
forms to report data from the same year would result in technological 
challenges and additional administrative burdens for these advisers.
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    \6\ See id.
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    Additionally, most annual filers could choose to either submit 
their annual filing before the Initial Compliance Date on the Current 
Form PF or submit an annual filing after the Initial Compliance Date on 
the Final Form PF. While advisers could mitigate the burden associated 
with having to file on separate forms by filing before the Initial 
Compliance Date, doing so would have its own burdens associated with 
filing on a compressed time frame. The Commissions also may experience 
challenges in their ability to aggregate and compare the 2024 data 
filed on the Current Form PF and the Final Form PF given the 
substantial differences between the information required by each form 
and their instructions.
    In addition, the Industry Letter discussed the compliance 
challenges associated with the scope and timing of technological 
changes necessary to be able to file on the Final Form PF by the 
Initial Compliance Date, as well as the challenges of simultaneously 
working on building systems for other new reporting obligations and 
fulfilling their other routine year-end regulatory and investor 
reporting obligations.\7\ We also understand some advisers have had 
challenges collecting the newly required data in the Final Form PF for 
fiscal year 2024.
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    \7\ Id.
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    The Industry Letter requested that the Commissions extend the 
compliance date to September 12, 2025, or in the alternative, to June 
12, 2025.\8\ After considering the request, the Commissions are 
extending the compliance date for the Final Form PF to June 12, 2025. 
The extension will mitigate the administrative and technological 
burdens and costs associated with the Initial Compliance Date discussed 
above. The extension also will provide more time for programming and 
testing for compliance with the Final Form PF's requirements and 
collecting the required data. In addition, June 12, 2025 falls after 
the filing deadline for annual filers to submit their 2024 annual 
filings. As a result, almost all Form PF data submitted to the 
Commissions for activity in 2024 will be submitted on the Current Form 
PF, enhancing the Commissions ability to aggregate the data and analyze 
trends for the calendar year.
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    \8\ Id.
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    Although extending the compliance date to September 12, 2025 would 
provide filers additional time to address compliance challenges, it 
would result in a six-month delay (rather than a three-month delay) for 
reporting the information and additional data that the Commissions 
identified as important for facilitating FSOC's ability to monitor 
potential systemic risk and furthering the Commissions' investor 
protection efforts.\9\ An extension of the compliance date to June 12, 
2025 addresses the most significant challenges associated with the Form 
PF filing cycle while also ensuring that the Commissions obtain this 
important information beginning with the data for the second quarter of 
2025.
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    \9\ See 2024 Adopting Release.
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II. Economic Analysis

    The SEC is mindful of the economic effects, including the costs and 
benefits, of the compliance date extension. Section 202(c) of the 
Advisers Act provides that when the SEC is engaging in rulemaking under 
the Advisers Act and is required to consider or determine whether an 
action is necessary or appropriate in the public interest, the SEC 
shall also consider whether the action will promote efficiency, 
competition, and capital formation, in addition to the protection of 
investors.
    The baseline against which the costs, benefits, and the effects on 
efficiency, competition, and capital formation of the compliance date 
extension are measured consists of the current state of the market, 
Form PF filers' current practices, and the current regulatory 
framework, including recently adopted rules. As discussed above, 
pursuant to the 2024 Adopting Release, the Current Form PF was to 
remain in effect until March 12, 2025.\10\
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    \10\ See supra section I.
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    The changes to the Current Form PF represented in the Final Form PF 
will impact all categories of private fund advisers. These include, but 
are not limited to, advisers to hedge funds, private equity funds, real 
estate funds, securitized asset funds, liquidity funds, and venture 
capital funds.\11\ The Final Form PF includes further amendments that 
are specifically for large hedge fund advisers, including specific 
revisions for large hedge fund advisers to qualifying hedge funds.\12\
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    \11\ See 2024 Adopting Release.
    \12\ Id.
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    This final rule will extend the compliance date for the Final Form 
PF to June 12, 2025. As discussed above, and as indicated by 
commenters, this compliance date extension will mitigate costs 
associated with certain advisers having to submit a filing on the 
Current Form PF to file fiscal quarter data for their quarterly 
reporting funds, and then filing an amendment on the Final Form PF for 
their annual reporting funds with fiscal year 2024 data.\13\ Absent 
extending the compliance date, many private fund advisers with annual 
and quarterly filing obligations would have to file 2024 data on the 
two different versions of Form PF. While those advisers could have 
mitigated the burden associated with having to file on separate forms 
by filing before the Initial Compliance Date, doing so would have had 
its own burdens associated with filing on a compressed time frame.
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    \13\ See supra section I; Industry Letter.
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    The benefit of extending the compliance date is therefore that it 
will mitigate the costs those private fund advisers will face relative 
to the baseline of the Initial Compliance Date.\14\ There

[[Page 9009]]

are 491 such advisers who must file both quarterly filings for the 
fourth quarter of 2024 and annual filings for all of 2024. However, 
this effect on filers' costs will be smaller for those advisers 
affected by this change who have already begun to build and modify 
systems to produce the required filings and may be minimal for those 
advisers who have already completed or nearly completed this work.
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    \14\ Id. Extending the compliance date will also mitigate the 
potential costs associated with overlap of the compliance date of 
the Final Form PF and rules that were adopted prior to the Final 
Form PF. See 2024 Adopting Release, at section IV.C.2. As explained 
in that Release, where overlap in compliance periods exists, the SEC 
acknowledges that there may be additional costs on those entities 
subject to one or more other rules, but spreading the compliance 
dates out over an extended period limits the number of 
implementation activities occurring simultaneously. Id. For the same 
reason, extending the compliance date will likely mitigate the 
potential costs associated with overlap of the compliance date and 
the compliance dates of rules that have been adopted since the Final 
Form PF. Specifically, the SEC has adopted one rule--Regulation NMS: 
Minimum Pricing Increments, Access Fees, and Transparency of Better 
Priced Orders--since the Final Form PF in which it considered the 
overlap of compliance dates with the Final Form PF. See Release No. 
34-101070 (Sept. 18, 2024) [89 FR 81620 (Oct. 8, 2024)].
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    In addition, a June 12, 2025 compliance date will better facilitate 
the Commissions' analysis of 2024 data. Under the Initial Compliance 
Date, most annual filings for 2024 would be submitted on the Final Form 
PF, while quarterly filings for 2024, including fourth quarter filings, 
will be submitted on the Current Form PF. Applying a compliance date of 
June 12, 2025 will allow almost all investment advisers to shift from 
filing on the Current Form PF to the Final Form PF with respect to all 
of their private funds at the same time. Aligning these filings on the 
same time frame also may enhance how the data may be used by the 
Commissions.\15\
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    \15\ While first quarter 2025 filings will be filed on the 
Current Form PF and 2025 annual filings will be filed on the Final 
Form PF, the benefits from aligning those filings on the same form 
are smaller. This is because by that time the quarterly filings that 
are incomparable to the annual filings will be almost a year out of 
date.
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    The cost of extending the compliance date to June 12, 2025 will 
impact the economic benefits associated with the Final Form PF. 
Specifically, the Final Form PF was designed to facilitate two primary 
goals the SEC sought to achieve with reporting on Form PF as 
articulated in the 2024 Adopting Release, namely: (1) facilitating 
FSOC's understanding and monitoring of potential systemic risk relating 
to activities in the private fund industry and assisting FSOC in 
determining whether and how to deploy its regulatory tools with respect 
to nonbank financial companies; and (2) enhancing the SEC's abilities 
to evaluate and develop regulatory policies and improving the 
efficiency and effectiveness of the SEC's efforts to protect investors 
and maintain fair, orderly, and efficient markets.\16\ The Final Form 
PF will (1) provide solutions to potential reporting errors and issues 
of data quality when analyzing Form PF filings across advisers and when 
analyzing multiple different regulatory filings; (2) help Form PF more 
completely and accurately capture information relevant to ongoing 
trends in the private fund industry in terms of ownership, size, 
investment strategies, and exposures; and (3) take certain steps to 
streamline certain reporting and reduce certain reporting burdens 
without compromising investor protection efforts and systemic risk 
analysis.\17\ There may be a cost to the Commissions receiving this 
information later. For example, to the extent that there are 
significant market events in early 2025, extending the compliance date 
may result in forgone benefits from the Commissions not receiving 
enhanced Form PF data. More broadly, there will be a cost from delaying 
the accrual of any benefits of the enhanced data. However, the overall 
cost of the amendments is mitigated by the fact that extending the 
compliance date will not change what information will eventually get 
reported on Final Form PF after the compliance date, but rather only 
delays the reporting of it. The overall cost is also mitigated by the 
fact that the delay is only by three additional months.
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    \16\ 2024 Adopting Release, at section IV.C.1.
    \17\ Id.
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    The extension will likely not have any substantial effect on 
efficiency, competition, or capital formation because the extension 
simply provides additional time for all advisers to come into 
compliance with Form PF.
    Lastly, the Commissions considered alternatives to the new 
compliance date, including the September 12, 2025 compliance date 
requested in the Industry Letter.\18\ As discussed above,\19\ while a 
longer compliance date extension may further mitigate compliance costs 
for advisers for the reasons discussed above, an extension to June 12, 
2025 already mitigates the most significant costs, specifically those 
associated with filing fourth quarter of 2024 filings on the Current 
Form PF and annual 2024 filings on the Final Form PF. The incremental 
cost reductions with a further extension would therefore be minimal, 
and a further extension would further delay the accrual of the benefits 
associated with the Final Form PF.\20\
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    \18\ See supra section I.
    \19\ Id.
    \20\ Id.
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III. Procedural and Other Matters

    The Administrative Procedure Act (``APA'') generally requires an 
agency to publish notice of a rulemaking in the Federal Register and 
provide an opportunity for public comment. This requirement does not 
apply, however, if the agency ``for good cause finds . . . that notice 
and public procedure are impracticable, unnecessary, or contrary to the 
public interest.'' \21\
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    \21\ 5 U.S.C. 553(b)(B).
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    For the reasons cited above, the Commissions, for good cause, find 
that notice and solicitation of public comment to extend the compliance 
date for the Final Form PF are impracticable, unnecessary, or contrary 
to the public interest.\22\ This document does not impose any new 
substantive regulatory requirements on any person and merely reflects 
the extension of the compliance date for the Final Form PF. For the 
reasons discussed above an extension of the compliance date to June 12, 
2025, is needed to alleviate various challenges associated with the 
Initial Compliance Date, which is only two months away, and will 
facilitate an orderly implementation of the Final Form PF. Given the 
time constraints, a notice and comment period could not be reasonably 
be completed prior to the Initial Compliance Date. Further, the 
Commissions recognize the importance of providing private fund advisers 
sufficient notice of the extended compliance date, and providing 
immediate effectiveness upon publication of this release will allow 
industry participants to adjust their implementation plans accordingly.
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    \22\ See Section 553(b)(B) of the Administrative Procedure Act 
(5 U.S.C. 553(b)(B)) (stating that an agency may dispense with prior 
notice and comment when it finds, for good cause, that notice and 
comment are ``impracticable, unnecessary, or contrary to the public 
interest'').
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    For similar reasons, although the APA generally requires 
publication of a rule at least 30 days before its effective date, the 
requirements of 5 U.S.C. 808(2) are satisfied (notwithstanding the 
requirement of 5 U.S.C. 801) \23\ and the Commissions find there is 
good cause for the Final Form PF to take effect on February 5, 
2025.\24\
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    \23\ See 5 U.S.C. 808(2) (if a Federal agency finds that notice 
and public comment are impracticable, unnecessary or contrary to the 
public interest, a rule shall take effect at such time as the 
Federal agency promulgating the rule determines). This rule also do 
not require analysis under the Regulatory Flexibility Act. See 5 
U.S.C. 604(a) (requiring a final regulatory flexibility analysis 
only for rules required by the APA or other law to undergo notice 
and comment). Finally, this rule does not contain any collection of 
information requirements as defined by the Paperwork Reduction Act 
of 1995 (``PRA''). 44 U.S.C. 3501 et seq. Accordingly, the PRA is 
not applicable.
    \24\ See 5 U.S.C. 553(d)(3).
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    Pursuant to the Congressional Review Act, the Office of Information 
and Regulatory Affairs has designated these amendments as not a ``major 
rule,'' as defined by 5 U.S.C. 804(2).

    Note: Form PF will not appear in the Code of Federal 
Regulations.

    By the Commissions.

[[Page 9010]]

    Dated: January 29, 2025.
Christopher J. Kirkpatrick,
Secretary, Commodity Futures Trading Commission.
Vanessa A. Countryman,
Secretary, Securities and Exchange Commission.

    Note: The following Commodity Futures Trading Commission (CFTC) 
appendix will not appear in the Code of Federal Regulations.

CFTC Appendix to Form PF; Reporting Requirements for All Filers and 
Large Hedge Fund Advisers; Extension of Compliance Date--CFTC Voting 
Summary

    On this matter, Acting Chairman Pham and Commissioners Behnam, 
Johnson, Goldsmith Romero, and Mersinger voted in the affirmative. 
No Commissioner voted in the negative.

[FR Doc. 2025-02138 Filed 2-4-25; 8:45 am]
BILLING CODE 8011-01-P; 6351-01-P
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