Revised Reporting Of Investors On Form PF – Action Needed With Compliance Date Of June 12, 2025 Around The Corner

The Securities and Exchange Commission (the "SEC") adopted amendments to Form PF on February 8, 2024. The compliance date for these amendments, which was originally March 12, 2025, was extended to June 12, 2025 (the "Compliance Date").

Among other items, the amended Form PF expands the list of investor classifications that Form PF filers are required to report. These updates include distinguishing between U.S. and non-U.S. insurance companies, broker-dealers, non-profits, pension plans and banking institutions. Additionally, Form PF filers must now identify whether any existing Private Fund¹ investors in their fund are "External" or "Internal." For purposes of the amended Form PF, an External Private Fund is a Private Fund that neither the fund sponsor completing the Form PF nor its related persons advise. An Internal Private Fund is a Private Fund that the fund sponsor completing the Form PF or any of its related persons advise.

Ahead of the Compliance Date, existing Form PF filers, and investment managers reasonably expecting to become Form PF filers in the near future, will need to reach out to existing investors to determine which of the revised categories such investors fall into. Managers should begin this outreach now if they have not already done so. Managers should also update their form of subscription agreement and/or investor questionnaire for new subscribers, so that the new Form PF investor classifications are included. Foley Hoag is available to assist with this process, and clients are encouraged to reach out to their funds lawyer if they would like help with preparing any materials for existing investor outreach and/or updated subscription materials.

Footnote

1. A "Private Fund" means any issuer that would be an investment company as defined in Section 3 of the U.S. Investment Company Act of 1940 (the "Act"), as amended, but for Section 3(c)(1) or 3(c)(7) of the Act.

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