On 26 January 2011, US markets regulators unveiled a proposed new Form PF that would be filed by most investment advisers to private funds and would reveal far more information about private funds to the US government than ever before. This is pursuant to Title IV of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which directs the US Securities and Exchange Commission (SEC) to require that SEC-registered advisers to private funds maintain records and file reports containing such information, as is necessary and appropriate for the assessment of systemic risk by the newly-organised US Financial Stability Oversight Council (FSOC). The reports would not be public.

As proposed, Form PF divides the world of private funds subject to reporting among:

Most private fund advisers would complete only Section 1 of the form, providing basic identifying information on each private fund they advise, in addition to information about their private fund assets under management (AUM) and more generally about their funds' performance and use of leverage. Three types of what are defined as "Larger Private Fund Advisers" or LPFAs (see next paragraph) would then go on to complete additional sections of Form PF and reveal a lot more information. To illustrate its potential scope, consider that the full form is proposed to cover more than 60 high-level categories of reportable information and literally hundreds of sub-categories.

LPFAs are those that, as of the close of business on any day during the reporting period for the required report:

In calculating AUM for these purposes, advisers would aggregate together parallel managed accounts and assets of that type of private fund advised by any of the adviser's "related persons", which parallels the term as defined in Form ADV. Also, advisers would be required to measure whether the applicable $1 billion in assets thresholds have been crossed "daily" for hedge funds and liquidity funds, and quarterly for private equity funds.

Special rules are proposed if an adviser's principal office and place of business is outside the United States, in which case the adviser would be eligible to exclude any private fund that during the last fiscal year was itself not a US person and that was neither offered to, nor beneficially owned by, any US persons. For a non-US firm, this puts an obvious premium on controlling access to one's non-US funds by US persons and would likely result in limiting the availability of many funds to US investors. Special rules also are proposed to manage reporting for master-feeder and other tiered arrangements.

The proposed compliance date for filing Form PF is 15 December 2011. For LPFAs, the first filing is due 15 days after the first quarter-end after that compliance date, so on 15 January 2012, and quarterly thereafter. Smaller firms would file annually instead of quarterly and have until 90 days after the end of their first fiscal year occurring on or after the compliance date. This would mean that most smaller firms would file their first Form PF by 30 March 2012 (90 days after their 31 December 2011 fiscal year-ends) and each March 30th or 31st thereafter.

After the compliance date, each newly registered adviser will file an initial Form PF within 15 days of the end of the next occurring calendar quarter after registering. Smaller firms would then default to year-end annual filings and larger firms will proceed with quarterly filings. Separate timing rules also apply to firms that over time transition into or out of LPFA status.

For a more detailed summary of these matters, please see memorandum entitled, Dodd-Frank Act Rulemaking: Under rubric of systemic risk, joint SEC-CFTC Proposal would dramatically expand reporting by private fund managers, available here.