SEC and CFTC Extend Compliance Date for Form PF Amendments and SEC Withdraws Certain Proposed Rules
On June 11, 2025, the Securities and Exchange Commission (“SEC”) and the Commodity Futures Trading Commission (“CFTC”) jointly granted an extension to the compliance date for amendments to Form PF that were originally adopted by both Commissions on February 8, 2024 (the “Form PF Amendments”). The next day, the SEC withdrew certain proposed rules under the Investment Advisers Act of 1940 (the “Advisers Act”) and the Investment Company Act of 1940 (the “Investment Company Act”), which were proposed during former SEC Chair Gary Gensler’s term but had not been yet adopted. Additional information about these actions is described below.
Compliance Date Extension of Form PF Amendments
The compliance date for the Form PF Amendments will now be extended to October 1, 2025. Form PF is the form that certain SEC-registered investment advisers use to report confidential information about the private funds that they advise.1 According to their joint release, the SEC and CFTC granted the extension after being persuaded by continued requests from the industry that additional time was needed to provide filers and their third-party service providers sufficient time to develop and test their reporting systems before submitting filings. The Commissions added that an extension would improve the quality of data reported on Form PF, as well as potentially help avoid reporting cycle challenges that the initial compliance date raised.2 The further extension would also give the industry more time to potentially address the number of interpretative questions raised by new reporting requirements under the Form PF Amendments. This represents the second time that the Commissions extended the compliance deadline of the Form PF Amendments; the first extension, granted in January, initially pushed out the filing deadline from March 12, 2025 to June 12, 2025. Private fund advisers can continue to use the current Form PF until the new compliance date becomes effective.
At the SEC’s open meeting to vote on the filing deadline extension, which was approved by a 3-1 vote, Chairman Paul Atkins also indicated that he would direct the SEC staff to undertake a comprehensive review of Form PF, noting in a statement that he had “serious concerns whether the government’s use of this data justifies the massive burdens it imposes.” Commissioners Hester Peirce and Mark Uyeda expressed similar concerns in their own statements supporting approval of the extension. In her dissenting statement, Commissioner Caroline Crenshaw expressed a different concern that the extension could potentially be used as a means to reconsider the Form PF Amendments more broadly or abandon the amendments altogether, noting that a footnote to the release granting the extension indicates that the SEC and CFTC “may [during the period prior to the new compliance date] continue to review whether Final Form PF raises substantial questions of fact, law, or policy”.3
The Form PF Amendments were originally adopted in 2024 in an effort to enhance the ability of the Financial Stability Oversight Council to monitor systemic risk as well as bolster the regulatory oversight of private fund advisers and investor protection efforts. Accordingly, the Form PF Amendments generally impose additional information and reporting requirements for those SEC-registered private fund advisers that file Form PF, including but not limited to: enhanced reporting on master-feeder and parallel fund structures, funds of funds, and other trading vehicles; certain enhanced exposure, risk metric and other reporting information requirements for large hedge fund advisers; and requiring additional basic information about the private fund adviser and the private funds they advise.
SEC Withdrawal of Certain Proposed Rules
In addition, on June 12, the SEC withdrew a number of proposed rules under the federal securities laws, stating that it does not intend to issue final rules with respect to the proposals. The proposals under the Advisers Act and the Investment Company Act that were withdrawn are:4
- Conflicts of interest associated with the use of predictive data analytics (e.g., “artificial intelligence” and similar analytics);
- Custody/safeguarding of advisory client assets;
- Cybersecurity risk management for investment advisers, registered investment companies and business development companies;
- Enhanced disclosures by certain investment advisers and investment companies about environmental, social and governance investment (ESG) practices; and
- Outsourcing by investment advisers.
While many in the industry had largely assumed that the foregoing proposals would not move forward under the current administration, this extraordinary step to formally withdraw the proposals makes clear that any further action on these topics will come through a new rulemaking process.
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For more information or guidance on issues related to Form PF or other topics covered by the withdrawn proposals, please reach out to any of the authors or your usual Mayer Brown contact.
1 Form PF Amendments Release at pg. 1. These private fund advisers may also be registered with the CFTC as a commodity pool operator or commodity trading adviser.
4 Perhaps notably, the list of withdrawn proposals does not include the customer identification program AML proposal, which was jointly proposed by the SEC and the Department of Treasury’s Financial Crimes Enforcement Network (FinCEN).
