On June 1, 2018, the Securities and Exchange Commission (SEC) entered into administrative settlements with 13 private fund advisers for failures to file Form PF. Rule 204(b)-1 under the Investment Advisers Act of 1940 requires certain investment advisers with at least $150 million in private fund assets under management to file and periodically update a report on Form PF to provide information about the private funds they manage. Rule 204(b)-1 was adopted in October 2011 and the requirement to file Form PF was phased in over the latter half of 2012. Form PF is required to be updated at least annually within 120 calendar days after the end of a private fund adviser’s fiscal year, unless earlier or more frequent filings are required by the form.

The advisers sanctioned by the SEC were registered with the SEC either before or after the compliance date for Form PF. According to the settlement orders, advisers failed to file and update Form PF in consecutive years either from the initial compliance date or from the first deadline after their registration until 2016, despite each having had at least $150 million in private fund assets under management as of the end of the relevant fiscal year. Each order stated that the SEC considered remedial acts and the cooperation of the adviser with the SEC staff. The advisers were each censured and fined $75,000, even though some advisers had less than five years of violations. In one instance, the private fund adviser failed to make filings for two consecutive years.

While the orders did not cite specific harms to these private fund advisers’ clients, the SEC noted the importance of the information collected on Form PF to the SEC in overseeing private fund advisers and to the Financial Stability Oversight Council in connection with its monitoring of systemic risk. These uniform sanctions may be intended to signal an increased enforcement priority for failures to make accurate and timely filings of statistical and informational forms with the SEC. Advisers that manage over $150 million in private fund assets should ensure that they have made the appropriate filings on Form PF. Advisers that manage less than $150 million in private fund assets or advisers that are considering managing private fund assets should be mindful of the Form PF requirements in the event they cross the $150 million threshold.

FOR MORE INFORMATION

For more information, please contact:

Andrew J. Davalla 614.469.3353 Andrew.Davalla@ThompsonHine.com

Michael V. Wible 614.469.3297 Michael.Wible@ThompsonHine.com

Christopher D. Carlson 202.263.4169 Chris.Carlson@ThompsonHine.com

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