Compliance Briefing — September 27, 2025
Large private equity advisers must file their first Form PF quarterly event reports for Q3 2025 by November 29, 2025, covering adviser-led secondaries, removal events, and clawbacks under the SEC’s 2023 amendments.
Executive briefing: SEC amendments adopted on May 3, 2023 require large private equity advisers (at least $2 billion in private equity assets under management) to submit new quarterly event reports on Form PF within 60 days of each fiscal quarter end. The compliance date is May 13, 2025—18 months after publication in the Federal Register—making the quarter ending September 30, 2025 the first period subject to the requirement. Reports must disclose adviser-led secondary transactions, removal of the adviser or its affiliate as general partner, and clawbacks exceeding 10% of aggregate capital commitments. September deal activity therefore needs contemporaneous documentation for the November 29 submission.
Key compliance checkpoints
- Event tracking. Establish monitoring to flag when limited partners are offered adviser-led secondaries or elect to remove the general partner, triggering Form PF reporting.
- Financial calculations. Verify clawback computations to determine whether returns to investors exceed the 10% threshold and require disclosure.
- Data governance. Align fund accounting, legal, and compliance systems so Form PF entries capture accurate fund identifiers, transaction details, and timelines.
Operational priorities
- Workflow alignment. Integrate Form PF reporting steps into transaction approval checklists, ensuring compliance sign-off before closing adviser-led liquidity events.
- Documentation. Maintain meeting minutes, investor communications, and valuation support that substantiate disclosures and facilitate SEC examinations.
- Training. Educate deal teams and fund controllers on the new triggers and 60-day deadline to avoid late filings.
Enablement moves
- Automate reminders tied to quarter-end calendars that populate draft Form PF sections with transaction data.
- Reconcile Form PF event reporting with Form ADV and investor reporting to maintain consistency.
Sources
- SEC adopting release for Form PF amendments
- SEC fact sheet summarizing Form PF quarterly event reporting
Zeph Tech ingests deal workflows, flags Form PF triggers, and generates SEC-ready quarterly event filings.