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SEC Proposes Amendments to Form PF


On August 10, 2022, the Securities and Exchange Commission (“SEC”) and Commodity Futures Trading Commission (“CFTC”) proposed amendments to Form PF (the “Proposed Amendments”) to amend certain reporting requirements thereof for certain SEC-registered investment advisers to private funds, including those that also are registered with the CFTC as a commodity pool operator or commodity trading adviser. Among other things, the Proposed Amendments add the following disclosure requirements: Withdrawal/redemption rights. The Proposed Amendments would require advisers to report information regarding withdrawal or redemption rights for all reporting funds. Advisers would report this information regardless of whether there are notice requirements, gates, lock-ups, or other restrictions on withdrawals or redemptions. Inflows and outflows. The Proposed Amendments add a question requiring advisers to report information concerning the reporting fund’s activity, including contributions to the reporting fund, as well as withdrawals and redemptions, which would include all withdrawals, redemptions, or other distributions of any kind to investors. Use of trading vehicles. The Proposed Amendments would require advisers to provide identifying information for any trading vehicle in which the reporting fund holds investments or conducts activities. Advisers would disclose the trading vehicle’s legal name; legal entity identifier, if it has one; and any other identifying information about the trading vehicle. Master-feeder structure. The Proposed Amendments would generally require advisers to report each component fund of a master-feeder arrangement and parallel fund structure separately, rather than in aggregate. Investment Strategies of Hedge Funds. For hedge fund advisers, the Proposed Amendments would require advisers to indicate which investment strategies best describe the reporting fund’s strategies on the last day of the reporting period, rather than allowing advisers flexibility to report information as of the data reporting date or throughout the reporting period, as Form PF currently provides. Beneficial Ownership of the Reporting Fund. The Proposed Amendments require advisers to (i) indicate whether beneficial owners that are broker-dealers, insurance companies, non-profits, pension plans, banking or thrift institutions are U.S. persons or non-U.S. persons, and (ii) indicate whether beneficial owners that are private funds are either internal private funds (i.e., managed by the adviser or its related persons) or external private fund. Digital Assets. The Proposed Amendments would add a new sub-asset class for digital assets and define the term “digital asset” as an asset that is issued and/or transferred using distributed ledger or blockchain technology, including, but not limited to, “virtual currencies,” “coins,” and “tokens.”

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