• This memo serves as a reminder that private equity funds (and their managers/advisers) are subject to various types of regulation under U.S. federal law and non-U.S. law.

Please see attached a calendar with links to Who/What/When/How sheets on regulatory filings commonly applicable to private fund sponsors, including, among others, Form ADV, Form PF, Exchange Act filings, CPO/CTA exemption filings, and BEA and TIC forms. The Who/What/When/How sheets provide summaries on who is required to file, links to what forms are required to be filed, information on when the filings are due and how the filings may be submitted, as well as links to general information, FAQs and other guidance from the applicable governmental entity. While the Who/What/When/How sheets provide summaries on to whom the filings apply, we recommend seeking legal advice concerning the applicability to your firm because there may be complications, including with respect to the consolidation rules.

This calendar does not cover all possible filing obligations under U.S. or non-U.S. law, including filing obligations relating to tax, ERISA or non-U.S. regulatory regimes. Furthermore, this calendar focuses on the regulatory obligations applicable to investment advisers to private funds; the filing obligations applicable to other types of investment advisers (particularly investment advisers to separately management accounts or retail investors) may be different.

This calendar is for informational purposes only and is not intended to be legal advice. Please reach out to us with respect to any questions you may have on the applicability of any of these regulatory filing obligations.

What’s New This Year?

Below is a summary of regulatory developments.

Form PF

Form PF is the confidential reporting form for certain Securities and Exchange Commission (the “SEC”)-registered investment advisers to private funds, including those that also are registered with the Commodity Futures Trading Commission (the “CFTC”) as commodity pool operators or commodity trading advisers.

On February 8, 2024, the SEC, in coordination with the CFTC, adopted additional amendments to Form PF, largely as proposed (the “Joint PF Amendments”). The original compliance date for the Joint PF Amendments was March 12, 2025. On January 29, 2025, the SEC and CFTC extended the compliance date to June 12, 2025. Subsequently, on June 11, 2025, the SEC and CFTC further extended the compliance date to October 1, 2025. On September 17, 2025, the SEC and CFTC again extended the compliance date to October 1, 2026. Accordingly, Form PF filers generally should continue to file the current version of Form PF until October 1, 2026 (including any required amendments/corrections and periodic updates).

Separately, on March 18, 2025, the SEC and CFTC adopted additional technical amendments to Form PF to correct certain errors and cross-references and to address certain items that were inadvertently omitted from a prior published version, which became effective April 11, 2025. The SEC staff has also updated its Form PF FAQs (including guidance on the use of a draft amended-form XML schema made available in January 2025 for testing purposes).

EDGAR Next

On September 27, 2024, the SEC adopted rule and form amendments to modernize access to, and management of, accounts on the Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system, referred to as “EDGAR Next.” These amendments became effective on March 24, 2025, with a compliance date of September 15, 2025. Through EDGAR Next, the SEC aims to enhance the security of EDGAR access, provide filers with greater control over who can act on their behalf, and update the system to reflect current technological and compliance expectations.

EDGAR Next has meaningful implications for private investment fund advisers and their personnel. At the fund entity level, the new requirements change how advisers obtain and manage EDGAR access through Form ID, make Form D notice filings and submit Section 13 beneficial ownership reports with respect to public company holdings. At the fund principal level, EDGAR Next affects how senior professionals, particularly those who serve as outside directors of public companies, access EDGAR and submit Section 16 beneficial ownership filings. As a result, investment advisers will need to take a more active role in overseeing EDGAR access and coordinating with counsel and other service providers to ensure compliance under the new system.

For additional details, see our separate Debevoise Update on this topic.

CFTC Restores the “QEP Exemption” from CPO/CTA Registration

On December 19, 2025, the Market Participants Division (the “MPD”) of the CFTC issued No-Action Letter 25-50, which effectively restores the qualified eligible person (“QEP”) exemption from registration as a commodity pool operator (“CPO”) and, where applicable, a commodity trading advisor (“CTA”), for certain private fund managers registered with the SEC.

The QEP exemption, originally codified in CFTC Rule 4.13(a)(4) and repealed in 2012, historically provided broad relief from CPO registration for SEC-registered investment advisers that operated private funds trading commodity interests, so long as participation in those funds was limited to investors meeting the definition of a QEP.

Under the no-action position, the MPD has stated that it will not recommend that the CFTC initiate an enforcement action against a CPO or CTA where the person (1) is otherwise required to register as a CPO or CTA or is relying on an existing exemption, (2) is registered with the SEC as an investment adviser; (3) offers interests in the relevant commodity pool pursuant to an exemption from registration under the Securities Act of 1933 and without public marketing in the United States (except as permitted under Rule 506(c) of Regulation D); (4) reasonably believes that each pool participant is a QEP; (5) files a Form PF with respect to the covered pool(s) and provides a copy to the CFTC; and (6) complies with the notice filing, recordkeeping, and disclosure requirements of CFTC Regulations 4.13(b) and 4.13(c).

This publication is for general information purposes only. It is not intended to provide, nor is it to be used as, a substitute for legal advice. In some jurisdictions it may be considered attorney advertising.