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

<RULE> COMMODITY FUTURES TRADING COMMISSION <CFR>17 CFR Chapter I</CFR> <RIN>RIN 3038-AF31</RIN> SECURITIES AND EXCHANGE COMMISSION <CFR>17 CFR Part 279</CFR> <DEPDOC>[Release No. IA-6919; File No. S7-22-22]</DEPDOC> <RIN>RIN 3235-AN13</RIN> <SUBJECT>Form PF; Reporting Requirements for All Filers and Large Hedge Fund Advisers; Further Extension of Compliance Date</SUBJECT> <HD SOURCE="HED">AGENCY:</HD> Commodity Futures Trading Commission and Securities and Exchange Commission. <HD SOURCE="HED">ACTION:</HD> Joint final rule; further extension of compliance date. <SUM> <HD SOURCE="HED">SUMMARY:</HD> The Commodity Futures Trading Commission (the “CFTC”) and the Securities and Exchange Commission (the “SEC”) (collectively, “we” or the “Commissions”) are further extending the compliance date for the amendments to Form PF that were adopted on February 8, 2024, from October 1, 2025, to October 1, 2026. 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 (a “CPO”) or a commodity trading adviser (a “CTA”). </SUM> <EFFDATE> <HD SOURCE="HED">DATES:</HD> As of September 19, 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, and further delayed June 16, 2025 at 90 FR 25140, is further delayed until October 1, 2026. </EFFDATE> <FURINF> <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD> <E T="03">SEC:</E> Alexis Palascak and Daniel Levine, Senior Counsels; Adele Kittredge Murray, Private Funds Fellow; or Robert Holowka, 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. <E T="03">CFTC:</E> Michael Ehrstein, Special Counsel, at (202) 418-6700, Commodity Futures Trading Commission, Three Lafayette Centre, 1155 21st Street NW, Washington, DC 20581. </FURINF> <SUPLINF> <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD> The Commissions are extending the compliance date of the Final Form PF under the Investment Advisers Act of 1940 (the “Advisers Act”). <SU>1</SU> <FTREF/> <FTNT> <SU>1</SU>  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. </FTNT> <GPOTABLE COLS="3" OPTS="L2,nj,tp0,i1" CDEF="s25,xs40,r25"> <TTITLE> </TTITLE> <CHED H="1">Agency</CHED> <CHED H="1">Reference</CHED> <CHED H="1">CFR citation</CHED> <ROW> <ENT I="01">CFTC & SEC</ENT> <ENT>Form PF</ENT> <ENT>17 CFR 279.9.</ENT> </ROW> </GPOTABLE> <HD SOURCE="HD1">I. Discussion</HD> On February 8, 2024, the Commissions adopted amendments to Form PF [17 CFR 279.9]  <SU>2</SU> <FTREF/> under the Advisers Act (as amended, the “Final Form PF”). <SU>3</SU> <FTREF/> Form PF is the form that certain SEC-registered investment advisers, including those that also are registered with the CFTC as a CPO or a CTA, use to report confidential information about the private funds  <SU>4</SU> <FTREF/> that they advise. <FTNT> <SU>2</SU>  Congress enacted Sections 404 and 406 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “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. </FTNT> <FTNT> <SU>3</SU>   <E T="03">Form PF; Reporting Requirements for All Filers and Large Hedge Fund Advisers,</E> 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. </FTNT> <FTNT> <SU>4</SU>   <E T="03">See</E> 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 (the “Investment Company Act”), but for section 3(c)(1) or section 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 (as defined in section 2(a)(51) of the Investment Company Act), and which is not making and does not at that time propose to make a public offering of such securities. </FTNT> The Commissions initially established a single effective and compliance date for the Final Form PF of March 12, 2025, which was one year from its date of publication in the <E T="04">Federal Register</E> (the “Initial Compliance Date”). On January 29, 2025, the Commissions extended the compliance date of Final Form PF to June 12, 2025, to address certain challenges associated with the timing of reporting cycles for Form PF. <SU>5</SU> <FTREF/> <FTNT> <SU>5</SU>   <E T="03">Form PF; Reporting Requirements for All Filers and Large Hedge Fund Advisers; Extension of Compliance Date,</E> Release No. IA-6838 (Jan. 29, 2025) [90 FR 9007 (Feb. 5, 2025)] (“Initial Compliance Date Extension Release”). </FTNT> Subsequently, the Commissions became aware of remaining significant challenges associated with coming into compliance with the Final Form PF by June 12, 2025, and further extended the compliance date to October 1, 2025 (the “Current Compliance Date”). <SU>6</SU> <FTREF/> Accordingly, filers have been allowed to file the version of Form PF in effect prior to the Final Form PF amendments (the “Current Form PF”) until the Current Compliance Date. <FTNT> <SU>6</SU>   <E T="03">Form PF; Reporting Requirements for All Filers and Large Hedge Fund Advisers; Further Extension of Compliance Date,</E> Release No. IA-6883 (June 11, 2025) [90 FR 25140 (June 16, 2025)] (“June Compliance Date Extension Release”). </FTNT> Since the Initial Compliance Date extension, commenters have stated that the Final Form PF raises questions related to a January 2025 Presidential Memorandum or that it otherwise requires additional consideration. <SU>7</SU> <FTREF/> Specifically, on January 20, 2025, President Donald J. Trump signed a Presidential Memorandum directing agencies to consider postponing the effective date of any rules that had been published in the <E T="04">Federal Register</E> , or that were issued but had not yet taken effect, for the purpose of reviewing any questions of fact, law, and policy that the rules may raise. <SU>8</SU> <FTREF/> Although the Presidential Memorandum prescribed an initial review period of only 60 days, it also directed agencies to consider further delaying, or publishing for notice and comment, proposals to further delay such rules beyond the 60-day period where necessary to continue to review these questions of fact, law, and policy. The Presidential Memorandum further provides that, for those rules that raise substantial questions of fact, law, or policy, agencies should provide notice and take further appropriate action. <SU>9</SU> <FTREF/> <FTNT> <SU>7</SU>  Comment Letter of Managed Funds Association (May 23, 2025), <E T="03">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;</E> Comment Letter of the Alternative Investment Management Association (Mar. 10, 2025); Comment Letter of Managed Funds Association (Sept. 9, 2025), <E T="03">https://www.mfaalts.org/letter/mfa-letter-to-sec-requests-extension-for-form-pf-compliance-date/; see also</E> Comment Letter of Investment Adviser Association (June 10, 2025), <E T="03">https://www.investmentadviser.org/resources/iaa-supports-form-pf-compliance-date-extension/;</E> Comment Letter of the Alternative Investment Management Association (Aug. 6, 2025); Comment Letter of the Alternative Investment Management Association (Sept. 5, 2025). </FTNT> <FTNT> <SU>8</SU>   <E T="03">See</E> Regulatory Freeze Pending Review (Jan. 20, 2025) [90 FR 8249 (Jan. 28, 2025)], <E T="03">available at https://www.whitehouse.gov/presidential-actions/2025/01/regulatory-freeze-pending-review/</E> (the “Presidential Memorandum”). </FTNT> <FTNT> <SU>9</SU>   < ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 23k characters. 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