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SEC Approves Form PF

October 26, 2011

Earlier today, the Securities and Exchange Commission held an open meeting at which it approved the final rule adopting Form PF. The final rule requires an SEC-registered investment adviser that advises one or more hedge funds, private equity funds and/or other private funds (i.e., funds that rely on the exclusion from the definition of investment company in Section 3(c)(1) or 3(c)(7) of the Investment Company Act) to file Form PF electronically. The frequency with which Form PF must be filed is based on both the type of fund(s) the adviser advises and the amount of assets of such fund(s), as follows:

Advisers to hedge funds that collectively have at least $1.5 billion in assets must file Form PF within 60 days after each quarter.
Advisers to private equity funds that collectively have at least $2 billion in assets must file Form PF within 120 days after each fiscal year.
Advisers to private liquidity funds that collectively have at least $1 billion in assets must file Form PF within 15 days after each quarter.
All other advisers to private funds must file Form PF within 120 days after each fiscal year.

Advisers that have at least $5 billion of assets under management must make an initial filing after the first fiscal year or quarter end (as applicable) occurring after June 15, 2012. All other advisers must make an initial filing after the first fiscal year or quarter end (as applicable) occurring after December 15, 2012.

Please note that this information is based on the discussion held at the open meeting and does not represent a complete analysis. We will be preparing a more detailed alert on the final rule that we expect to publish after the rule is released.

For assistance, please contact the following lawyers in the Financial Services Area:

Investment Management Partners:

Marion Giliberti Barish
marion.barish@bingham.com, 617.951.8801

David C. Boch
david.boch@bingham.com, 617.951.8485

Lea Anne Copenhefer
leaanne.copenhefer@bingham.com, 617.951.8515

Steven M. Giordano
steven.giordano@bingham.com, 617.951.8205

Michael Glazer
michael.glazer@bingham.com, 213.680.6646

Anne-Marie Godfrey
anne-marie.godfrey@bingham.com, +852.3182.1705

Richard A. Goldman
rich.goldman@bingham.com, 617.951.8851

Thomas John Holton
john.holton@bingham.com, 617.951.8587

Barry N. Hurwitz
barry.hurwitz@bingham.com, 617.951.8267

Roger P. Joseph, Practice Group Leader; Co-chair, Financial Services Area
roger.joseph@bingham.com, 617.951.8247