Registered investment advisers (“RIAs”) subject to annual Form PF reporting should be aware of the upcoming Form PF filing deadline, which is April 30, 2013.1 RIAs with at least $150 million in Regulatory Assets Under Management2 attributable to Private Funds3 (“PF RAUM”) are required to file Form PF (“Form PF Filers”) with the Securities and Exchange Commission (the “SEC”). Many of the largest Form PF Filers file quarterly4 and have already made Form PF filings, however, Form PF Filers subject only to annual reporting have not yet been required to file Form PF and should be prepared to file later this month. RIAs evaluating whether they have an annual Form PF filing obligation should calculate their PF RAUM as of December 31, 2012 to determine if they met the $150 million filing threshold.5
For many Form PF Filers, the preparation of Form PF may be a time consuming and resource intensive process. In advance of a Form PF Filer’s intended submission date, such filer should ensure that (i) it has access to the appropriate Financial Industry Regulatory Authority, Inc. (“FINRA”) systems (Form PF is submitted through FINRA’s website, like Form ADV), (ii) it has sufficient funds in its FINRA account to make its Form PF filing ($150 for each annual filing), and (iii) it has reviewed Form PF’s detailed instructions in conjunction with the most recent SEC Form PF frequently asked questions, available at the SEC’s Form PF Frequently Asked Questions Website.
If you have any questions, please contact your primary attorney in Seward & Kissel’s Investment Management Group.
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1 The filing dates and obligations discussed herein assume an adviser has a December 31 fiscal year-end. Additionally, this memorandum focuses on RIAs subject to annual reporting, rather than those subject to quarterly reporting.
2 “Regulatory AUM” is calculated in accordance with Part 1A, Instruction 5.b. of Form ADV.
3 A “Private Fund” is defined in Form PF as “[a]ny issuer that would be an investment company as defined in section 3 of the Investment Company Act of 1940 but for sections 3(c)(1) or 3(c)(7) of that Act.”
4 RIAs with at least (i) $1.5 billion in PF RAUM attributable to hedge funds or (ii) $1 billion in combined PF RAUM attributable to liquidity funds and Regulatory Assets Under Management attributable to money market funds must file Form PF quarterly, while all other Form PF Filers must file Form PF annually. Many Form PF Filers subject to quarterly reporting have already filed Form PF. Additionally, certain large annual filers managing private equity funds were required to file Form PF in 2012 (generally those with (i) greater than $5 billion in PF RAUM attributable to private equity funds and (ii) a June 30 fiscal year-end).
5 Larger Form PF Filers, including those with greater than $1.5 billion in PF RAUM attributable to hedge funds, must evaluate their Form PF filing deadlines on a more frequent basis.
