SEC Adopts Amendments to Form PF Impacting Advisers to Large Liquidity Funds

July 26, 2023

The US Securities and Exchange Commission recently implemented amendments to Form PF for large liquidity fund advisers, which will take effect June 11, 2024.

On July 12, 2023, the US Securities and Exchange Commission (SEC) adopted, among other provisions,[1] amendments to Form PF.[2] These Form PF amendments only apply to large liquidity fund advisers (private fund advisers that manage at least $1 billion in combined liquidity fund and money market fund assets).[3] These advisers are required to file Form PF on a quarterly basis.

The Form PF amendments (referred to herein as the amendments) modify section 3 of Form PF and require additional information to, according to the SEC, enhance the SEC’s and the Financial Stability Oversight Council’s ability to assess short-term financing markets, and facilitate oversight of those markets and their participants. The amendments to Form PF were designed to align, and remain consistent, with amendments to Form N-MFP.

Impacted advisers are required to comply with these amendments starting June 11, 2024.

The SEC adopted the amendments to section 3 with few changes from the proposal. The adopted changes cover eight areas:

  1. Operational information: The amendments replace Form PF questions that sought to determine how a fund tries to maintain a stable net asset value with a requirement that advisers report whether the funds they advise seek to maintain a stable price per share and, if so, what the price is.
  2. Assets and portfolio information: The amendments require that advisers report cash separately from other categories when reporting assets and portfolio information concerning repurchase agreement (repo) collateral. Also, this amendment includes a requirement that advisers report additional identifying information about each portfolio security, including the name of the counterparty of a repo. Finally, if advisers report an “other unique identifier” in identifying a portfolio security, the advisers must describe that identifier.
  3. Additional repo reporting: The amendments require that advisers provide clearing information for repos.
  4. Subscriptions/redemptions: The amendments require advisers to report the total gross subscriptions (including dividend reinvestments) and total gross redemptions for each month of a reporting period.
  5. Financing information: The amendments change “US financial institution” to “US depository institution” and require that advisers indicate whether a creditor is based outside of the United States (advisers will not have to indicate whether a non-US creditor is a depository institution).
  6. Investor information: The amendments change the requirement from advisers simply reporting how many investors beneficially own 5% or more of a fund’s equity to require the following, specific information for each investor that beneficially owns 5% or more of the fund’s equity: (a) the type of investor and (b) the percent of the fund’s equity owned by the investor.
  7. Disposition of portfolio securities: The amendments require advisers to report information about portfolio securities that the fund sold or disposed of during the reporting period (not including portfolio securities that the fund held until maturity). Advisers will also be required to report the gross market value sold or disposed of for each category of investment. Such categories mirror the categories that funds are required to use on Form N-MFP for identifying their month-end holdings.[4]
  8. Weighted average maturity and weighted average life: The amendments adjust the definition of both weighted average maturity (WAM) and weighted average life (WAL) to include an instruction to calculate these figures with the dollar-weighted average based on the percentage of each security’s market value in the portfolio.

While the Form PF amendments were only mentioned at a high level during the SEC’s open meeting, Commissioner Mark Uyeda noted two general concerns related to the agency’s rulemaking agenda.

First, he pointed out that the SEC is adopting rules in advance of the timing listed in the RegFlex Agenda, which is published twice a year. Because these Form PF amendments were slated for final action in October 2023, Commissioner Uyeda expressed concern that the industry does not have adequate time or notice to properly engage with the SEC or to prioritize engagement on certain topics based on the timing listed in the RegFlex Agenda.

Second, Commissioner Uyeda flagged the significant number of compliance dates for recently finalized and soon to be finalized rules. Commissioner Hester Peirce also raised concerns in her questions to the staff related to compliance periods and how much time commenters believed was sufficient.

This is the second of what is expected to be three rounds of amendments to Form PF. The first round of amendments was adopted in May 2023[5] and requires (1) current reporting as soon as practicable and, in any event, within 72 hours for large hedge fund advisers of certain triggering events with respect to their qualifying hedge funds; (2) event reporting for all private equity fund advisers on a quarterly basis of certain fund- and adviser-level triggering events; and (3) certain increased and additional reporting for all large private equity fund advisers, including reporting of any clawback events.

The current and quarterly event reporting requirements will become effective six months after publication in the Federal Register (November 23, 2023), and the remaining amendments will become effective one year after publication (May 23, 2024).

The industry is still awaiting final joint CFTC/SEC amendments, originally proposed in August 2022, that would further amend required reporting for all advisers; the most recent RegFlex agenda has an October 2023 final action date listed for these joint amendments.

Summer Associate Joe Healy contributed to this LawFlash.


If you have any questions or would like more information on the issues discussed in this alert, please contact any of the following Morgan Lewis lawyers:

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[2] Form PF, adopted in 2011 as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, is a confidential regulatory filing required by the SEC for certain SEC-registered investment advisers of private funds. The filing requires these private fund advisers to report regulatory assets under management for the Financial Stability Oversight Council (FSOC) to monitor and assess systemic risk in the US financial system as well as bolster the SEC’s regulatory oversight of private fund advisers and investor protection efforts. An investment adviser must complete and file a Form PF if such adviser (1) is registered or required to register with the SEC as an investment adviser, or is registered or required to register with the Commodity Futures Trading Commission (CFTC); (2) manages one or more private funds; and (3) together with its related persons had at least $150 million in private fund assets under management as of the last day of its most recently completed fiscal year. Form PF filings are not available to the general public.

[3] “Large liquidity fund adviser” is defined as any private fund adviser that is required to file Section 3 of Form PF. Instruction 3 of Form PF states that an adviser is required to file Section 3 if: “(i) you advise one or more liquidity funds and (ii) as of the last day of any month in the fiscal quarter immediately preceding your most recently completed fiscal quarter, you and your related persons, collectively, had at least $1 billion in combined money market and liquidity fund assets under management.”

[4] Categories include US Treasury Debt; US Government Agency Debt (if categorized as coupon-paying notes); US Government Agency Debt (if categorized as no-coupon-discount notes); Non-US Sovereign, Sub-Sovereign and Supra-National debt; Certificate of Deposit; Non-Negotiable Time Deposit; Variable Rate Demand Note; Other Municipal Security; Asset Backed Commercial Paper; Other Asset Backed Securities; US Treasury Repo, if collateralized only by US Treasuries (including Strips) and cash; US Government Agency Repo, collateralized only by US Government Agency securities, US Treasuries, and cash; Other Repo, if any collateral falls outside Treasury, Government Agency and cash; Insurance Company Funding Agreement; Investment Company; Financial Company Commercial Paper; Non-Financial Company Commercial Paper; Tender Option Bond; or Other instrument. If Other Instrument, include a brief description.