Rule2025-18228
Form PF; Reporting Requirements for All Filers and Large Hedge Fund Advisers; Further Extension of Compliance Date
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Published
September 19, 2025
Issuing agencies
Commodity Futures Trading CommissionSecurities and Exchange Commission
Abstract
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").
Full Text
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<title>Federal Register, Volume 90 Issue 180 (Friday, September 19, 2025)</title>
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[Federal Register Volume 90, Number 180 (Friday, September 19, 2025)]
[Rules and Regulations]
[Pages 45131-45134]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-18228]
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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-6919; 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 (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'').
DATES: 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.
FOR FURTHER INFORMATION CONTACT: SEC: 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. 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
(the ``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.......... 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] \2\ under the
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Advisers Act (as amended, 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 a CTA, use to report
confidential information about the private funds \4\ that they advise.
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\2\ 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.
\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 (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.
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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 Federal Register (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.\5\
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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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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'').\6\ 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.
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\6\ Form PF; Reporting Requirements for All Filers and Large
Hedge Fund Advisers; Further Extension of Compliance Date, Release
No. IA-6883 (June 11, 2025) [90 FR 25140 (June 16, 2025)] (``June
Compliance Date Extension Release'').
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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.\7\ 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 Federal Register, 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.\8\ 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.\9\
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\7\ Comment Letter of Managed Funds Association (May 23, 2025),
<a href="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">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</a>;
Comment Letter of the Alternative Investment Management Association
(Mar. 10, 2025); Comment Letter of Managed Funds Association (Sept.
9, 2025), <a href="https://www.mfaalts.org/letter/mfa-letter-to-sec-requests-extension-for-form-pf-compliance-date/">https://www.mfaalts.org/letter/mfa-letter-to-sec-requests-extension-for-form-pf-compliance-date/</a>; see also Comment Letter of
Investment Adviser Association (June 10, 2025), <a href="https://www.investmentadviser.org/resources/iaa-supports-form-pf-compliance-date-extension/">https://www.investmentadviser.org/resources/iaa-supports-form-pf-compliance-date-extension/</a>; Comment Letter of the Alternative Investment
Management Association (Aug. 6, 2025); Comment Letter of the
Alternative Investment Management Association (Sept. 5, 2025).
\8\ See Regulatory Freeze Pending Review (Jan. 20, 2025) [90 FR
8249 (Jan. 28, 2025)], available at <a href="https://www.whitehouse.gov/presidential-actions/2025/01/regulatory-freeze-pending-review/">https://www.whitehouse.gov/presidential-actions/2025/01/regulatory-freeze-pending-review/</a> (the
``Presidential Memorandum'').
\9\ Id. (``For those rules that raise substantial questions of
fact, law, or policy, agencies should notify and take further
appropriate action in consultation with the OMB Director.'').
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In light of these comments, when extending the June 2025 compliance
date for Final Form PF, the Commissions indicated that we may continue
to review whether Final Form PF raises substantial questions of fact,
law, or policy during the extended compliance period.\10\ Having now
initiated that review, we believe more time is needed to complete a
substantive review of Form PF and determine whether any further action
is needed. Therefore, we are granting a further compliance date
extension to October 1, 2026 to provide time for the Commissions to
complete their review in accordance with the Presidential Memorandum
and, to the extent there are substantial questions of fact, law, or
policy, take any further appropriate actions, which may include
proposing new amendments to Form PF.\11\ This time period will allow
such review, and any related action, to occur in a manner that could
reduce the costs advisers may incur to comply with any amendments that
could change. As part of this review, the Commissions will continue to
consider the costs and benefits of Final Form PF.\12\ If the
Commissions determine that no further amendments to Form PF are needed
after the completion of their review, the delayed compliance date in
this release is intended to provide advisers with sufficient time to
comply with the amendments after being notified that the Commissions'
review is complete.\13\
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\10\ See June Compliance Date Extension Release at n.12.
\11\ See infra section II for a discussion of alternative time
periods that have been considered for a further extension of the
Current Compliance Date.
\12\ See 2024 Adopting Release at section IV.C.
\13\ Depending on the length of the review, the Commissions may
adjust the compliance date provided in this release as needed.
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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
[[Page 45133]]
limited to, advisers to hedge funds, private equity funds, real estate
funds, securitized asset funds, liquidity funds, and venture capital
funds.\14\
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\14\ See 2024 Adopting Release.
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As discussed above, the Commissions extended the Initial Compliance
Date for the Final Form PF from March 12, 2025, to June 12, 2025, and
later adopted another extension until the Current Compliance Date of
October 1, 2025 to address certain challenges associated with coming
into compliance with the Final Form PF that had nevertheless
remained.\15\ The latter extension allows Form PF filers to continue to
file the Current Form PF until the Current Compliance Date.
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\15\ See supra notes 5-6 and accompanying text. See also June
Compliance Date Extension Release, n.6-7.
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This final rule will extend the compliance date for the Final Form
PF to October 1, 2026 to provide further time for the Commissions to
complete their review in accordance with the Presidential Memorandum
and, to the extent there are substantial questions of fact, law, or
policy, take any further appropriate actions, which may include
proposed amendments to Form PF.\16\ The additional extension will
affect all advisers required to file the Final Form PF.\17\ Regardless
of whether the Commissions determine to further amend the Final Form PF
following their review, the delayed compliance date will save the
affected advisers the incremental costs of complying with the Final
Form PF during the one-year extension.\18\ If the Commissions determine
that no further amendments to Form PF are needed after the completion
of their review, the delayed compliance date in this release is also
intended to provide advisers with sufficient time to comply with the
amendments after being notified that the Commissions' review is
complete.\19\
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\16\ See supra notes 8-9 and accompanying text.
\17\ See 2024 Adopting Release for baseline statistics on Form
PF filers.
\18\ See 2024 Adopting Release for PRA compliance costs
associated with the Final Form PF.
\19\ See supra note 13 and accompanying text.
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The costs of extending the compliance date to October 1, 2026 are
related to the Commissions and the Financial Stability Oversight
Council (the ``FSOC'') not receiving the updated information collected
on Final Form PF during the extended compliance period, because the
extension delays the realization of economic benefits from the new
information on Final Form PF.\20\ 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
and the FSOC not receiving this information on Final Form PF.
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\20\ 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: 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 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 was designed to 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; 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 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 of the compliance date also will further delay the
accrual of any effects on market efficiency, competition, and capital
formation described in the 2024 Adopting Release.
As an alternative, we could have provided a shorter or longer
compliance date extension (e.g., 6-month or 2-year extension). However,
we believe that a shorter extension would not provide enough time for
the Commissions' review of the Final Form PF and, after notification
that the review is complete, provide advisers with sufficient time to
comply with the amendments if the Commissions determine that no further
amendments to Form PF are needed. Conversely, a longer extension would
extend the accrual of benefits from the augmented information on Final
Form PF longer than necessary if there are no further amendments.
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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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.\22\ 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,
2026, is designed to provide the Commissions sufficient time to
complete their review in accordance with the Presidential Memorandum
and, to the extent there are substantial questions of fact, law, or
policy, take any further appropriate actions. Given the time
constraints, a notice and comment period could not reasonably be
completed prior to the Current Compliance Date.
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\22\ See 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) \23\ and therefore
the good cause exception applies to this action.\24\
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\23\ 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.
\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). 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: September 17, 2025.
Christopher Kirkpatrick,
Secretary, Commodity Futures Trading Commission.
Vanessa A. Countryman,
Secretary, Securities and Exchange Commission.
Note: The following Commodity Futures Trading Commission (CFTC)
appendix will
[[Page 45134]]
not appear in the Code of Federal Regulations.
CFTC Appendix to Form PF; Reporting Requirements for All Filers and
Large Hedge Fund Advisers; Further Extension of Compliance Date--CFTC
Voting Summary
On this matter, Acting Chairman Pham voted in the affirmative.
No Commissioner voted in the negative.
[FR Doc. 2025-18228 Filed 9-18-25; 8:45 am]
BILLING CODE 8011-01-P; 6351-01-P
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