SEC Announces Adoption of Form PF

October 26, 2011

At an open meeting earlier today, the Securities and Exchange Commission (the “SEC”) voted unanimously to adopt Form PF (“Form PF”). Form PF, as adopted, differs significantly from the version initially proposed in January 2011. Most importantly, the SEC extended the initial filing deadlines and adopted a two-part filing phase-in based on assets under management (“AUM”). Under the revised timetable, advisers to hedge funds, private equity funds and liquidity funds with at least $5 billion in AUM will be required to file Form PF in late summer 2012, while advisers with less than $5 billion in AUM will be required to file Form PF in 2013.

The SEC also adopted a revised “tiered” system for advisers filing Form PF. The original AUM threshold of $1 billion that would subject advisers to more frequent and detailed reporting was increased to $1.5 billion for hedge fund advisers and $2 billion for private equity advisers. The SEC also announced that advisers with less than $150 million in AUM will not be subject to any Form PF filing requirement.

Following publication of the SEC’s adopting release, we will distribute to clients a more detailed memorandum describing the requirements of Form PF.

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If you have any questions with respect to the foregoing, please contact your primary attorney in the Investment Management Group at Seward & Kissel LLP.