Hedge Fund Formation and Securities Law Specialists
Law Offices of Scott Goldring Associates

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Form PF

State and Federal Filings
With the implementation of Dodd-Frank and the ever changing regulatory landscape we will walk you through the compliance maze of the SEC, CFTC, FINRA and NFA and complete all regulatory filings on your behalf. We are also available to provide ongoing compliance assistance on a quartlery or annual basis and can provide moc examinations to expose weakness in your current compliance procedures.

Who must file form PF?

An investment advisor must file Form PF if it: (a) registered with the SEC; (b) advises one or more private funds; (c) and had at least $150 million in private fund assets under management attributable to private funds as of the end of its most recently completed fiscal year.

The new CFTC rule requires commodity pool operators (“CPOs”) and commodity trading advisors (“CTAs”) registered with the CFTC to satisfy certain CFTC filing requirements with respect to private funds, should the CFTC adopt such requirements, by filing Form PF with the SEC, but only if those CPOs and CTAs are also registered with the SEC as investment advisers and are required to file Form PF under the 2 Advisers Act.

Investment advisers that are not registered with the SEC or are exempt from registration are not required to file Form PF. An investment adviser with its principal office and place of business outside the U.S. may exclude for the purposes of Form PF those private funds that during the investment adviser's prior fiscal year were not US persons, offered in the US, or beneficially owned by any US person.

All Form PFs are filed online through the PFRD (Private Funds Reporting Depository) system. Form PF may be found at http://www.sec.gov/about/forms/formpf.pdf. (paper version)

Required information for filing Form PF

Section 1: section 1a requires information regarding the adviser’s identity and assets under management; section 1b requires limited information regarding the size, leverage and performance of all private funds subject to the reporting requirements; and section 1c requires additional basic information regarding hedge funds.

Section 2: This section is required if a private fund adviser must had at least $1.5 billion in hedge fund assets under management as of the end of any month in the prior fiscal quarter.[i]

Section 3: Section 3 of Form PF must be completed if it manages one or more liquidity funds and had at least $1 billion in combined liquidity fund and registered money market fund assets under management as of the end of any month in the prior fiscal quarter. Section 3 requires that the adviser report certain information for each liquidity fund it manages.[ii]

Section 4: Must be completed if it had at least $2 billion in private equity fund assets under management as of the end of its most recently completed fiscal year.[iii]

Reporting Deadlines

Large private equity advisers and smaller private fund advisers have 120 days from the end of their fiscal years to file Form PF. Large hedge fund advisers have 60 days from the end of each fiscal quarter, and large liquidity fund advisers have 15 days.

[i] Murphy; Stawick, Reporting by Investment Advisers to Private Funds and Certain Commodity Pool Operators and Commodity Trading Advisors on Form PF [SEC, CFTC] [2011]. Web. October 31, 2011 <http://sec.gov/rules/final/2011/ia-3308.pdf >, 63

[ii] Ibd. 97

[iii] Ibd, 99


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