SECURITIES AND EXCHANGE COMMISSION 17 CFR Parts 275 …

1 Conformed to Federal Register version SECURITIES AND EXCHANGE COMMISSION . 17 CFR Parts 275 and 279. [Release No. IA-5950; File No. S7-01-22]. RIN 3235-AM75. Amendments to Form PF to Require Current Reporting and Amend Reporting Requirements for Large private equity Advisers and Large Liquidity fund Advisers AGENCY: SECURITIES and EXCHANGE COMMISSION . ACTION: Proposed rules. SUMMARY: The SECURITIES and EXCHANGE COMMISSION ( SEC or COMMISSION ) is proposing to amend Form PF, the confidential reporting form for certain SEC-registered investment advisers to private funds to require current reporting upon the occurrence of key events. The proposed amendments also would decrease the reporting threshold for large private equity advisers and require these advisers to provide additional information to the SEC about the private equity funds they advise.

2 Finally, we are proposing to amend requirements concerning how large liquidity advisers report information about the liquidity funds they advise. The proposed amendments are designed to enhance the Financial Stability Oversight Council's ( FSOC ). ability to monitor systemic risk as well as bolster the SEC's regulatory oversight of private fund advisers and investor protection efforts. DATES: Comments should be received on or before March 21, 2022. ADDRESSES: Comments may be submitted by any of the following methods. 1. Electronic Comments: Use the COMMISSION 's internet comment forms ( ); or Send an email to Please include File Number S7-01-22 on the subject line. Paper Comments: Send paper comments in triplicate to Secretary, SECURITIES and EXCHANGE COMMISSION , 100 F Street NE, Washington, DC 20549-1090.

3 All submissions should refer to File Number S7-01-22. This file number should be included on the subject line if email is used. To help us process and review your comments more efficiently, please use only one method. The COMMISSION will post all comments on the COMMISSION 's website ( ). Comments also are available for website viewing and printing in the COMMISSION 's Public Reference Room, 100 F. Street NE, Washington, DC 20549, on official business days between the hours of 10 and 3. Operating conditions may limit access to the COMMISSION 's Public Reference Room. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions.

4 You should submit only information that you wish to make available publicly. Studies, memoranda, or other substantive items may be added by the COMMISSION or staff to the comment file during this rulemaking. A notification of the inclusion in the comment file of any such materials will be made available on the COMMISSION 's website. To ensure direct electronic receipt of such notifications, sign up through the Stay Connected option at to receive notifications by email. 2. FOR FURTHER INFORMATION CONTACT: Alexis Palascak, Lawrence Pace, Samuel K. Thomas, Senior Counsels; Michael C. Neus, Senior Special Counsel; or Melissa Gainor, Assistant Director at (202) 551-6787 or Investment Adviser Regulation Office, Division of Investment Management, SECURITIES and EXCHANGE COMMISSION , 100 F Street NE, Washington, DC 20549-8549.

5 SUPPLEMENTARY INFORMATION: The SEC is requesting public comment on the following under the Investment Advisers Act of 1940 [15 80b] ( Advisers Act ). 1. COMMISSION Reference CFR Citation Form PF 17 CFR Rule 204(b)-1 17 CFR (b)-1. TABLE OF CONTENTS. I. INTRODUCTION .. 4. II. DISCUSSION .. 10. A. Current Reporting for Large Hedge fund Advisers and Advisers to private equity Funds .. 10. 1. Large Hedge fund Adviser Current Reporting on Qualifying Hedge Funds .. 13. 2. private fund Adviser Current Reporting on private equity Funds .. 43. 3. Filing Fees and Format for 52. B. Large private equity Adviser 53. 1. Reduction in Large private equity Adviser Reporting Threshold.

6 53. 2. Large private equity Adviser 55. C. Large Liquidity fund Adviser Reporting .. 67. III. ECONOMIC ANALYSIS .. 80. A. Introduction .. 80. B. Economic Baseline and Affected Parties .. 81. 1. 15 80b. Unless otherwise noted, when we refer to the Advisers Act, or any section of the Advisers Act, we are referring to 15 80b, at 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. 3. 1. Economic 81. 2. Affected Parties .. 85. C. Benefits and 91. 1. Benefits .. 91. 2. 109. D. Effects on Efficiency, Competition, and Capital 113.

7 E. Reasonable 114. F. Request for Comment .. 121. IV. PAPERWORK REDUCTION ACT .. 122. A. Purpose and Use of the Information 123. B. Confidentiality .. 124. C. Burden Estimates .. 126. 1. Proposed Form PF Requirements by Respondent .. 127. 2. Annual Hour Burden Estimates .. 128. 3. Annual Monetized Time Burden Estimates .. 136. 4. Annual External Cost Burden 145. 5. Summary of Estimates and Change in Burden .. 150. D. Request for Comments .. 152. V. REGULATORY FLEXIBILITY ACT CERTIFICATION .. 153. VI. CONSIDERATION OF IMPACT ON THE ECONOMY .. 154. VII. STATUTORY AUTHORITY .. 155. I. Introduction The COMMISSION is proposing to amend Form PF, the form that certain investment advisers registered with the COMMISSION use to report confidential information about the private funds that they advise.

8 2 The proposed amendments are designed to enhance FSOC's monitoring 2. Form PF was adopted in 2011 as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Pub. L. 111-203, 124 Stat. 1376 (2010). See Reporting by Investment Advisers to private Funds and Certain Commodity Pool Operators and Commodity Trading Advisors on Form PF, Advisers Act Release No. 3308 (Oct. 31, 2011), [76 FR 71128 (Nov. 16, 2011)] ( 2011 Form PF Adopting Release ). 4. and assessment of systemic risk and to provide additional information for FSOC's use in determining whether and how to deploy its regulatory tools. The proposed amendments also are designed to collect additional data for the COMMISSION 's use in its regulatory programs, including examinations, investigations and investor protection efforts relating to private fund advisers.

9 Form PF provides the COMMISSION and FSOC with important information about the basic operations and strategies of private funds and has helped establish a baseline picture of the private fund industry for use in assessing systemic risk. 3 We now have almost a decade of experience analyzing the information collected on Form PF. In that time, the private fund industry has grown in size and evolved in terms of business practices, complexity of fund at section I. In 2014, the COMMISSION amended Form PF section 3 in connection with certain money market fund reforms. See Money Market fund Reform; Amendments to Form PF, Advisers Act Release No. 3879 (July 23, 2014), [79 FR 47736] (Aug.)

10 14, 2014) ( 2014 Form PF Amending Release ). Form PF. is a joint form between the COMMISSION and the Commodity Futures Trading COMMISSION ( CFTC ) only with respect to sections 1 and 2 of the Form; sections 3 and 4, which we propose to amend, were adopted only by the COMMISSION . Current Form PF section 5, request for temporary hardship exemption, would become new section 7 and new sections 5 and 6 are proposed only by the COMMISSION . 3. 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 sections 3(c)(1) or 3(c)(7) of that Act.