[Federal Register Volume 90, Number 114 (Monday, June 16, 2025)]
[Rules and Regulations]
[Pages 25140-25143]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-11057]
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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-6883; File No. S7-22-22]
RIN 3235-AN13
Form PF; Reporting Requirements for All Filers and Large Hedge
Fund Advisers; Further Extension of Compliance Date
AGENCY: Commodity Futures Trading Commission and Securities and
Exchange Commission.
ACTION: Joint final rule; further 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 further extending the compliance date for the
amendments to Form PF that were adopted on February 8, 2024, from June
12, 2025, to October 1, 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: As of June 16, 2025, the compliance date for the amendments to
Form PF codified March 12, 2024, at 89 FR 17984, and delayed February
5, 2025 at 90 FR 90 FR 9007 is further delayed until October 1, 2025.
FOR FURTHER INFORMATION CONTACT: SEC: Alexis Palascak and Samuel
Thomas, Senior Counsels; Robert Holowka, Branch Chief; or Bradley Gude,
Acting 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:
Michael Ehrstein, 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.
\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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Agency Reference CFR citation
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CFTC & SEC..................... Form PF \2\........ 17 CFR 279.9
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I. Discussion
On February 8, 2024, the Commissions adopted amendments to Form PF
[17 CFR 279.9] under the Advisers Act (the ``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
[[Page 25141]]
Commissions initially 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 (the ``Initial Compliance
Date'').
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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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On January 29, 2025, the Commissions extended the compliance date
to June 12, 2025, (the ``Current Compliance Date'') to address certain
challenges associated with the timing of reporting cycles for Form
PF.\5\ Accordingly, filers have been allowed to file the version of
Form PF prior to the Final Form PF amendments (the ``Current Form PF'')
until the Current Compliance Date.
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\5\ Form PF; Reporting Requirements for All Filers and Large
Hedge Fund Advisers; Extension of Compliance Date, Release No. IA-
6838 (Jan. 29, 2025) [90 FR 9007 (Feb. 5, 2025)] (``Initial
Compliance Date Extension Release'').
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The Commissions have since become aware of remaining significant
challenges associated with the Current Compliance Date. In this regard,
an industry group submitted a letter that requested the Commissions
extend the compliance date for the Final Form PF to June 12, 2026.\6\
Another industry group submitted a letter stating that, for similar
reasons, while they requested an extension of the compliance date to
September 12, 2025, they also strongly support a longer extension.\7\
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\6\ Comment Letter of Managed Funds Association (May 23, 2025),
https://www.mfaalts.org/wp-content/uploads/2025/05/MFA-Letter-to-SEC-and-CFTC-re.-Form-PF-Extension-Request-As-submitted-5.23.25.pdf.
\7\ Comment Letter of Investment Adviser Association (June 10,
2025).
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According to the first industry group, the Current Compliance Date
does not give private fund advisers enough time to fully develop and
implement reporting systems. This letter also describes the industry
group's view that more time is needed to test and troubleshoot these
systems before compliance with the Final Form PF is required. As
described in this letter, filers may require even more time because
third-party service providers who offer Form PF reporting system
software are often involved in the development of the reporting
systems.
After considering these requests, the Commissions are granting a
further compliance date extension to October 1, 2025, given that the
conditions that led in part to originally setting the Current
Compliance Date to June 12, 2025, persist. Although the Commissions
previously denied a request to extend the Initial Compliance Date by an
additional three months to September 12, 2025,\8\ the Commissions
arrived at that determination on the basis that the Current Compliance
Date addressed the most significant challenges associated with the Form
PF filing cycles while also ensuring that the Commissions obtained new
information important to monitoring systemic risk and investor
protection beginning the second quarter of 2025.\9\ The Commissions are
persuaded that a further extension is now needed to provide filers and
their third-party service providers sufficient time to develop and test
their reporting systems before compliance with the Final Form PF is
required, which will help improve the quality of data reported on Form
PF.\10\ This additional compliance date extension also is designed to
avoid the reporting cycle challenges that the initial compliance date
raised.\11\ Accordingly, Form PF filers may continue to file Current
Form PF until October 1, 2025.\12\ Given that the adopting release is
unlikely to be published in the Federal Register on or before the
Current Compliance Date of June 12, 2025, for the avoidance of doubt,
filers should continue to file the Current Form between the date of
this adopting release and the date it is published in the Federal
Register.
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\8\ See Initial Compliance Date Extension Release.
\9\ See id.
\10\ Improving the quality of data was an important goal of the
amendments to Form PF. See 2024 Adopting Release.
\11\ See Initial Compliance Date Extension Release (describing
the challenges the initial compliance date raised with the Form PF
reporting cycles). The Commissions are declining to provide an
additional year-long extension at this time, given the benefits that
the Final Form PF is designed to provide for the FSOC's ability to
monitor potential systemic risk and the Commissions' investor
protection efforts. An extension to October 1, 2025 at this time
balances the need for Form PF filers to address compliance
challenges, while helping ensure the Commissions and FSOC receive
the benefits of the Final Form PF data sooner than if a year-long
extension was provided.
\12\ During the interim period prior to the compliance date of
October 1, 2025, the Commissions may continue to review whether
Final Form PF raises substantial questions of fact, law, or policy.
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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. The changes to the 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.\13\ 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.\14\ We expect that the additional
extension will mostly impact advisers who are required to file Form PF
on a quarterly basis.\15\
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\13\ See 2024 Adopting Release.
\14\ Id.
\15\ See 2024 Adopting Release for baseline statistics on Form
PF filers.
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As discussed above, the Commissions extended the Initial Compliance
Date for the Final Form PF from March 12, 2025, to the Current
Compliance Date of June 12, 2025, to address certain challenges
associated with the timing of reporting cycles for Form PF.\16\ That
extension allows Form PF filers to continue to file the Current Form PF
until the Current Compliance Date.
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\16\ See supra note 5.
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This final rule will extend the compliance date for the Final Form
PF to October 1, 2025. When we extended the compliance date in January,
we considered an alternative of having an extension longer than the
Current Compliance Date but noted that an extension to June 12, 2025,
already mitigated 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. In their recent
letters, however, the industry groups highlighted certain challenges
associated with coming into compliance with the Final Form PF that
nevertheless remain.\17\ According to the
[[Page 25142]]
letters, the Current Compliance Date may not give private fund advisers
sufficient time to fully develop and implement reporting systems and,
crucially, to test and troubleshoot these systems before the Current
Compliance Date. As described in the first letter, filers may require
even more time because third-party service providers who offer Form PF
reporting system software are often involved in the development of the
reporting systems.\18\ We expect that a further extension of the
compliance date to October 1, 2025, would address these concerns and
would reduce potential operational inefficiencies that could arise as a
result of new reporting systems not being sufficiently tested and
troubleshot. We believe that this additional extension appropriately
balances the need for Form PF filers to address remaining compliance
challenges, while helping ensure the Commissions and FSOC receive the
benefits of the Final Form PF data sooner.\19\ This additional
compliance date extension also is designed to avoid the reporting cycle
challenges that the initial compliance date raised.\20\
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\17\ See supra notes 6 and 7. The first letter requested the
Commissions extend the compliance date for the Final Form PF to June
12, 2026. In its letter, the industry group stated that a 12-month
extension would ``give . . . private fund advisers subject to the
rule additional time to build and test the new reporting systems and
work through any outstanding reporting and interpretive questions
with the goal of providing uniform data to the Commissions.'' The
second letter states that, while the group requested an extension of
the compliance date to September 12, 2025, they also strongly
support a longer extension.
\18\ Although we anticipate that many advisers have already
incurred a substantial portion of the initial costs associated with
developing the new reporting systems in order to meet the Current
Compliance Date, some advisers may continue to incur initial costs
associated with developing the new reporting systems as they
finalize the development and testing of these systems before October
1, 2025. Conversely, certain advisers have already finalized the
changes to their systems to file Final Form PF and may incur a cost
to revert their systems to file Current Form PF during the extended
compliance period.
\19\ See supra note 11.
\20\ See supra note 11.
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The costs of extending the compliance date to October 1, 2025 are
related to the Commissions receiving the new information on the Final
Form PF later, because such extension delays the realization of the
economic benefits from the new information on Final Form PF, as was
also discussed when the Commissions adopted the Current Compliance Date
in January.\21\ For example, to the extent that there are significant
market events during the extension period, 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.
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\21\ 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. 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.
See Initial Compliance Date Extension Release. See also 2024
Adopting Release, at section IV.C.1.
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The extension will likely not have any significant effects on
efficiency, competition, or capital formation because the extension
simply provides additional time for all advisers to come into
compliance with Form PF.
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.'' \22\
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\22\ 5 U.S.C. 553(b)(B).
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The Commissions, for good cause, find that notice and solicitation
of public comment to further extend the compliance date for the Final
Form PF are impracticable, unnecessary, or contrary to the public
interest.\23\ This extension does not impose any new substantive
regulatory requirements on any person and merely reflects the further
extension of the compliance date for the Final Form PF. For the reasons
discussed above, an extension of the compliance date to October 1,
2025, is needed to alleviate various challenges associated with the
Current Compliance Date, which is imminent, and will facilitate an
orderly implementation of the Final Form PF. Given the time
constraints, a notice and comment period could not reasonably be
completed prior to the Current Compliance Date.
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\23\ 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 publication of a rule is
generally required at least 30 days before its effective date, the
requirements of 5 U.S.C. 553(d)(3) and 808(2) are satisfied
(notwithstanding the requirement of 5 U.S.C. 801) \24\ and therefore
the good cause exception applies to this action.\25\
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\24\ See 5 U.S.C. 553(d)(3) (the publication of a substantive
rule may be less than 30 days before its effective date for good
cause found and published with the rule); 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 does 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.
\25\ 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). The Office of Management and
Budget has determined that this action is not a significant regulatory
action as defined in Executive Order 12866, as amended, and therefore
it was not subject to Executive Order 12866 review.
Note: Form PF will not appear in the Code of Federal
Regulations.
By the Commissions.
Dated: June 11, 2025.
Christopher Kirkpatrick,
Secretary, Commodity Futures Trading Commission.
Vanessa A. Countryman,
Secretary, Securities and Exchange Commission.
Note: The following Commodity Futures Trading Commission (CFTC)
appendices will not appear in the Code of Federal Regulations.
CFTC Appendices to Form PF; Reporting Requirements for All Filers and
Large Hedge Fund Advisers; Further Extension of Compliance Date--CFTC
Voting Summary and Commissioner Statement
Appendix 1--CFTC Voting Summary
On this matter, Acting Chairman Pham voted in the affirmative.
Commissioner Johnson concurred. No Commissioner voted in the
negative.
Appendix 2--Statement of CFTC Commissioner Kristin N. Johnson
Today [June 11, 2025], the Commodity Futures Trading Commission
(CFTC) and the Securities and Exchange Commission (SEC) voted to
extend the effective compliance date for relevant registrants to
comply with the revised Form PF. The Joint Final Rule by the
Commissions was adopted over a year ago on February 8, 2024. As
Securities and Exchange Commissioner Caroline Crenshaw noted in her
statement during the SEC's public
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meeting today, registrants have had a significant window of time to
prepare for tomorrow's compliance deadline. The issues raised
indicate potential technology-based concerns as well as challenges
with validation, testing, and ensuring effective capabilities for
timely and accurate reporting of requested information. These issues
should have been fully addressed prior to today. In the least, the
issues should have been presented to the Commissions before the
eleventh hour to enable proper investigation and resolution.
Notwithstanding grave concerns, I have moved the request for an
extension. In part, my decision is intended to demonstrate the
strength and value of bi-partisan Commissions as well as our ability
to reach the best outcomes for our markets, our economy, and our
nation. I am hopeful that the Commissions leaderships' commitments
to democratic processes continue to prevail and our regulation
continues to protect investors, encourage market integrity and
stability, and foster and promote the deepest, most liquid markets
in the world.
[FR Doc. 2025-11057 Filed 6-13-25; 8:45 am]
BILLING CODE 8011-01-P; 6351-01-P