On January 29, 2025, the Securities and Exchange Commission (“SEC”) and Commodity Futures Trading Commission (together, the “Agencies”) jointly announced that the compliance date for the new Form PF would be extended by three months, from March 12, 2025 to June 12, 2025.[1]

Filers whose fiscal quarter ended on December 31 will now have an extra three months to comply with the amendments to Form PF. The amendments increase the amount of information advisers to all private funds must report, though advisers to hedge funds are particularly affected due to requirements to report exposure to specific counterparties, investments, countries, currencies, industries and central clearing counterparties, among others.

The new compliance date for Form PF is June 12, absent further delays. After the compliance date, the first filings required on the new form will be:

  • For Large Hedge Fund Advisers (Quarterly Filers): the filing covering Q2 2025, due on August 29, 2025.[2]
  • For other Advisers (Annual Filers): the filing covering the full year 2025, due on April 30, 2026.

As a result of the amendments, filers that have a due date for a filing before the new compliance date will be permitted to use the old version of the form for that filing. In particular, most annual filers will be able to use the old form for their filing covering 2024, which is due 120 days after fiscal year end.[3] Most quarterly filers will be able to use the old form for their filing covering Q4 2024.

The Agencies stated that the extension is designed to mitigate some of the technological and administrative challenges associated with the amendments, and to provide more time for filers to adjust their internal systems for the new requirements. The Agencies have not yet published an XML schema for filers to use to prepare test filings, which may be related.[4] The delay is not as long as the delay requested by the industry (September 12, 2025), which the Agencies stated balanced the needs of filers against those of the Agencies and the Financial Stability Oversight Council in receiving the additional information. Because there are currently only three Commissioners on the SEC, the action required the consent of all three;[5] it is unclear whether this indicates that the SEC will be more willing to accommodate reasonable extension requests in the future.

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[1] The compliance date was extended, meaning filers are not required to use the new form until the first filing due after June 12. Because the rule will still go into effecton March 12, filers will be permitted to use the new form if they would like. The SEC has historically taken the position that if a filer avails itself of any aspect of an effective rule with a delayed compliance date, it must fully comply with the new rule.

[2] Large Liquidity Fund Advisers, a separate category of quarterly filers from Large Hedge Fund Advisers, must make their quarterly filing within 15 days of quarter end.

[3] For filers with a fiscal year ending on December 31, which the SEC estimates includes approximately 99.6% of advisers. Depending on the date their fiscal year ends, other filers will need to begin filing on the new form at different times.

[4] The Agencies have previously stated that they intend to publish the schema in early February 2025.

[5] Any single Commissioner is currently able to prevent any action by the SEC simply by not showing up at a meeting, preventing the SEC from achieving a quorum.

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Photo of Kelli L. Moll Kelli L. Moll

Kelli Moll is a partner of the Private Funds Group. With over 25 years of experience amassed advising large institutional asset managers to independent sponsors across the spectrum of asset classes, Kelli is considered a leading lawyer in the funds industry.

Kelli’s practice…

Kelli Moll is a partner of the Private Funds Group. With over 25 years of experience amassed advising large institutional asset managers to independent sponsors across the spectrum of asset classes, Kelli is considered a leading lawyer in the funds industry.

Kelli’s practice particularly focuses on counseling investment advisors on the formation and ongoing operations of hedge funds, credit funds and growth equity funds. Kelli regularly advises fund sponsors on fund formation, co-investment arrangements, upper tier arrangements, seed capital arrangements, asset manager M&A, complex fund restructurings, funds-of-one, managed accounts and various regulatory issues.

Photo of Robert Sutton Robert Sutton

Robert Sutton is a partner of the Private Funds Group and a member of the Corporate Department. He is a seasoned practitioner with over 20 years of experience counseling managers and advisers of private funds on regulatory matters, as well as regulatory issues…

Robert Sutton is a partner of the Private Funds Group and a member of the Corporate Department. He is a seasoned practitioner with over 20 years of experience counseling managers and advisers of private funds on regulatory matters, as well as regulatory issues related to the formation and operation of private equity, credit, real estate, infrastructure, hedge and other private funds.

Rob has a deep knowledge of the market practice of asset managers and in particular, as it relates to Advisers Act-related issues. From some of the largest and most sophisticated firms in the global asset management industry to start-ups and mid-sized firms, Rob’s experience includes a wide spectrum of funds and asset classes across their life cycles. Rob regularly advises on matters in connection with: U.S. investment adviser registration and regulation; Advisers Act and other U.S. securities law issues relating to the formation, marketing and offering of private funds; Identifying and managing conflicts of interest, and addressing related Advisers Act risks, SEC examinations, and exam readiness preparation; Design and implementation of investment adviser compliance policies and procedures; U.S. regulatory issues relating to purchases and sales of investment advisory businesses (minority stake and control stake transactions, buy-side and sell-side representations); Advisers Act and other U.S. regulatory issues relating to private fund restructurings and recapitalizations, strip sales, continuation fund formations and similar transactions; Advisers Act issues relating to the formation of SPACs by investment advisers; and, Investment Company Act status analyses of private fund structures, investment transaction structures and other non-registered investment company structures.

Rob has been recognized by his clients and peers for his extraordinary work, gaining various accolades including mentions in preeminent directories such as The Legal 500.  He is also very active within the private funds industry, contributing to numerous publications and collaborating on several speaking engagements.

Photo of Christopher Wells Christopher Wells

Chris Wells heads Proskauer’s Hedge Funds Group and has been a leading lawyer in the hedge fund industry for more than 30 years. During that time, he has assisted on hundreds of hedge fund launches, counselling and assisting hedge fund managers as they…

Chris Wells heads Proskauer’s Hedge Funds Group and has been a leading lawyer in the hedge fund industry for more than 30 years. During that time, he has assisted on hundreds of hedge fund launches, counselling and assisting hedge fund managers as they grew from often very modest beginnings to become some of the world’s largest and best known hedge funds.

He advises fund managers and investors on all aspects of the hedge fund business, including fund structuring and formation, seed investments, asset manager M&A transactions, agreements among principals, employment and compensation issues, and regulatory and enforcement matters.

Chris’s long and deep experience in the hedge fund industry gives him a unique ability to counsel clients dealing with some of the most challenging situations that fund managers can encounter, including complex fund restructurings, evolving hedge fund investment terms, hybrid and alternative fund structures, liquidity challenges and constraints, internal disputes, and complex enforcement matters.