What is PFRD?
The Private Fund Reporting Depository (PFRD) is an electronic filing system that facilitates investment adviser reporting of private fund information via Form PF. The U.S. Securities and Exchange Commission (SEC) website provides detailed information regarding the reporting requirements for certain advisers to private funds. Form PF may be filed electronically through an online form in FINRA Gateway or by XML submission.
FINRA is the developer and operator of the PFRD system, which has been developed according to the requirements of its sponsor, the SEC.
Who Should File Form PF?
Most investment advisers (IAs) will not be required to file Form PF or use the PFRD system. The following is an excerpt from the Form PF describing, at a high level, who is required to file:
- Complete and file Form PF if:
- You are registered or required to register with the SEC as an investment adviser, or you are registered or required to register with the Commodity Futures Trading Commission (CFTC) as a commodity pool operator or commodity trading advisor and you are also registered or required to register with the SEC as an investment adviser; and
- You manage one or more private funds; and
- You and your related persons, collectively, had at least $150 million in private fund assets under management as of the last day of your most recently completed fiscal year.
If you do not meet the foregoing criteria, you do not need to file Form PF or use the PFRD system.
Are there fees to file the Form PF?
Yes. A $150 fee will be assessed for the Initial Form PF and each Update filing (i.e., the first filing for each new reporting period). This means that quarterly filers will be charged $150 four times each year and annual filers will be assessed $150 once each year. There will be no fees assessed for Amendment filings (i.e., changes made to a previously filed Form PF for a particular reporting period).
When are Form PF filings due for investment advisers whose fiscal year is the calendar year (December 31st fiscal year end)?
The staff of the SEC’s Division of Investment Management have stated the following: Advisers with a December 31st fiscal year end who are required to file Form PF annually (once a year only, not quarterly), must file Form PF before the PFRD system closes on April 30th (April 29th if it is a leap year).
Large Liquidity Fund Advisers with a December 31st fiscal year end must file information related to its liquidity funds on Form PF before the PFRD system closes on January 15th, April 15th, July 15th, and October 15th. Large Liquidity Fund Advisers that advise other types of private funds (e.g., private equity funds, securitized asset funds, etc.) must also file an amendment to its 4th quarter filing with information on these other types of private funds by April 30th (April 29th if it is a leap year).
Large Hedge Fund Advisers with a December 31st fiscal year end must file information related to its hedge funds on Form PF before the PFRD system closes on March 1st (February 29th if it is a leap year), May 30th, August 29th, and November 29th. Large Hedge Fund Advisers that advise other types of private funds (e.g., private equity funds, securitized asset funds, etc.) must also file an amendment to its 4th quarter filing with information on these other types of private funds by April 30th (April 29th if it is a leap year).
Please contact the SEC if you have additional questions about filing due dates.
When must a Current Report be filed?
The SEC Rule Amendments to require filing of Current Reports became effective Dec. 11, 2023. From the Form PF Instructions: Large hedge fund advisers must file a current report in Section 5 and advisers to private equity funds must file a current report in Section 6, upon certain reporting events. See Section 5 and Section 6, respectively, for filing deadlines.
Questions?
Questions regarding Form PF filing requirements or policy issues should be directed to the SEC by email.
Technical questions regarding the PFRD system should be directed to FINRA at (240) 386-4848 or by email.