The SEC first started requiring private fund advisers to report in 2011, reflecting the Dodd-Frank Act’s focus on possible risks to the financial system. In 2023, these regulations became stricter and applied to more funds as the private markets boomed.
According to the SEC’s Q4 2024 Private Funds Statistics, the number of private funds (hedge, private equity, real estate, venture capital, and continuation) hit 53,611 compared to 50,202 the year before. Net Asset Value for these funds reached $16.3 trillion in that period, up from $15.6 trillion in 2023. According to Pitchbook’s year-end 2024 report, dry powder for U.S. private equity funds remained above $1 trillion for the third straight year.
Given the SEC’s current regulation of the private markets, firms must be prepared to provide accurate information to the SEC and cooperate with an exam.
The best way to do that these days is through the use of advanced technology. Insight for Funds provides industry-leading AI capabilities that make it easier to understand your fund agreements, track upcoming deliverables, and meet commitments to investors — all in one place.
Below, we’ve summarized several key SEC filing and reporting obligations for private funds. Regulations have been challenged recently, and enforcement is evolving over time. Consult your legal counsel for more details.
SEC reporting requirements for private fund advisers
A. Public reporting to the SEC
Investment advisers must file these forms with the SEC.
➡️ Form ADV, Uniform Application for Investment Adviser Registration
Registered investment advisers must file Form ADV with the SEC and update it annually within 90 days of the adviser’s fiscal year-end or in the event of material changes. Part 1 of the form requests basic information regarding the adviser’s legal name and address, offerings, AUM, ownership structure, clients, business partners, affiliations, and more.
Part 2 requires advisers to disclose their business practices, offerings, fees, and disciplinary information in plain English. Advisers must also deliver Part 2 to their clients and make the brochure available to the public through adviserinfo.sec.gov.
➡️ Form D, Notice of Sale of Securities
Some advisers may need to file a notice of “an exempt offering of securities” with the SEC when they sell securities exempt from registration under the Securities Act of 1933 in an offering under Rule 504 or 506 of Regulation D or Section 4(a)(5) of the Act.
The notice must be filed within 15 days after the first sale of the securities in the offering. Advisers that are actively fundraising must file annual amendments to Form D.
The SEC may also require unregistered advisers to file Form D if the advisers rely on Reg D to offer exempt securities.
There have been no recent changes to Form D, but in March 2025 the North American Securities Administrators Association (NASAA) called for additional information to be provided (pre-issuance and post-closing sales reports and more complete disclosure of the offering’s risks) to address growth and complexity in the market. Given the current administration’s antipathy toward regulation, however, adoption of these changes appears unlikely.
➡️ Schedules 13D & G, Beneficial Ownership Reports
Private equity funds holding equity securities in public companies may have additional reporting requirements, including Schedules 13D or G, Form 13F, and Form 13H.
Funds that acquire more than 5% of a class of public equity must file a Schedule 13D. Alternatively, the fund or adviser may be eligible to file a Schedule 13G, an alternative with fewer reporting requirements, if it meets certain exceptions.
In October 2023, the SEC reduced the deadlines for filing Schedules 13D or G and required both filings to use structured, machine-readable data language. Funds now have five instead of 10 business days to file an initial Schedule 13D and two business days to file amendments (rather than doing so “promptly,” which was typically interpreted fairly loosely). Filing deadlines for Schedule 13G varied but were generally shortened.
Compliance with the revised Schedule 13G filing deadlines began on September 30, 2024, while the structured data requirement for Schedules 13D and 13G took effect on December 18, 2024.
➡️ Form 13F
Advisers with investment discretion over equity securities in public companies must electronically file Form 13F within 45 days of each quarter-end. Generally, advisers are required to file if funds they advise collectively own more than $100 million of Section 13(f) securities on the last day of any month during the calendar year.
In addition, starting in August 2024, Form 13F filers must file Form N-PX annually to report their votes on all pay-related proposals.
➡️ Form 13H
Large traders must file Form 13H. The SEC defines large traders as a firm or individual whose transactions in National Market System (NMS) securities are equal to or exceed two million shares or $20 million during any calendar day or 20 million shares or $200 million during any calendar month.
Form 13H information includes details of the firm’s business, regulatory status, affiliates, governance, and broker-dealers. The initial filing must occur within 10 days of qualifying as a large trader. Afterward, large traders must file the form within 45 days after the end of the full calendar year and promptly following the end of a calendar quarter in which changes occur.
B. Private reporting to the SEC
➡️ Form PF, Reporting Form for Investment Advisers to Private Funds
Form PF (private fund) must be filed with the SEC, but its material is not publicly available.
Form PF provides the Financial Stability Oversight Council with data to help it gauge trends and risks in the U.S. financial markets. The SEC has amended Form PF several times in recent years, with the newest amendments adopted in February 2024. The compliance date for these most recent revisions, however, has been extended several times and is now October 1, 2026.
All SEC-registered investment advisers that manage any number of private funds with at least $150 million in assets under management as of the adviser’s most recent fiscal year-end must file Form PF on a quarterly or annual basis. Additionally, all private equity fund advisers must file a quarterly event report after certain trigger events, such as an adviser-led secondary, removal of a partner, or termination of the fund.
Large hedge fund advisers — those with over $1.5 billion in hedge fund AUM — must file Form PF within 60 calendar days after the end of each quarter and as soon as applicable, but no longer than 72 hours, after certain trigger events such as large losses. Other advisers must file within 120 days of the end of their fiscal year.
The relevant investment advisers can use the Private Fund Reporting Depository to file the initial Form PF and updates. Check out our latest update on Form PF here.
C. Private reporting to investors
In addition to Part 2 of Form ADV, described above, the SEC requires advisers to make certain reports to their clients.
➡️ Audited financial statements
Within 120 days of the end of the fund’s fiscal year, advisers must deliver audited financial statements of their funds to their investors. An independent public accountant registered with the Public Company Accounting Oversight Board must audit these statements. Additionally, advisers typically have annual and quarterly reporting requirements defined in their fund documentation. More stringent rules with tighter deadlines that were adopted in August 2023 have since been vacated.
➡️ Privacy policy
Registered investment advisers must provide all clients who are natural persons with a summary of their privacy policy every year. There are some exceptions: Advisers don’t have to provide their privacy policy if they don’t share non-public personal information with non-affiliated third parties, and their policies haven’t changed since the last privacy policy distribution. The fund itself may also need to provide privacy notices to individual investors.
D. Additional compliance requirements
Advisers face other requirements that don’t necessitate a specific filing.
➡️ Compliance review
Registered investment advisers must review their compliance policies and procedures each year. Best practice is to document this review and the related findings in writing.
For guidance on key focus areas for the SEC, advisers can review the Fiscal Year 2025 Examination Priorities for the most significant current risks. Additional details on frequently observed deficiencies can be found on the SEC’s Risk Alerts website, which provides the Division of Examination’s observations on frequent deficiencies. When advisers conduct reviews, they should carefully document their compliance practices and the outcomes.
➡️ Cybersecurity review
The SEC is focused on cybersecurity and has included it in both the 2024 and its most recent 2025 Examination Priorities guidelines. All advisers should carefully review their cybersecurity policies and, if necessary, create or improve them. Advisers can consult the SEC’s risk alerts for August 2017 and September 2020 for guidance.
➡️ Side letter compliance
Advisers are often subject to additional investor reporting obligations due to their specific fund documents and side letter agreements. While a securities law may not explicitly require these reporting obligations, the SEC expects advisers to honor their contractual obligations to investors.
Part of the SEC’s increased scrutiny in recent years is ensuring advisers adhere to these agreements. In August 2023, the SEC adopted the Private Fund Adviser Rules that required advisers to disclose side letter terms with compliance in 12 or 18 months from the adoption date, depending on AUM. The SEC also adopted rules that placed limits on the practice of using side letters to offer differential treatment to different investors. This rule was struck down by the Fifth Circuit Court in 2024.
➡️ Beneficial ownership information
The Corporate Transparency Act’s (CTA) new reporting requirements went into effect on January 1, 2024, but are currently in abeyance for all except “[foreign] reporting companies.” These are defined as “ those entities formed under the law of a foreign country that have registered to do business in any U.S. State or tribal jurisdiction by filing a document with a secretary of state or similar office” and may yet be exempt from compliance if they fall into one of 23 categories.
Non-exempt reporting companies (those that were formed under a foreign regime) must disclose information about themselves, their beneficial owners (including persons who exercise substantial control over the company), and up to two company applicants. This material must be reported to the Treasury Department’s Financial Crimes Enforcement Network (FinCEN) and kept up to date.
The tricky element to compliance is that the CTA’s status is unresolved, unless the company is foreign and not exempt, as described above. FinCEN is expected to issue a final rule by the end of 2025, which could do anything from repeal the statute altogether to implement it fully. Given the current administration’s interest in easing regulatory burdens and the chorus of complaints that these proposed changes evoked, any changes are likely to be minimal. You can review the full history of the CTA here.
SEC compliance challenges for private fund advisers
Managers need to track filing and reporting deadlines diligently to maintain proactive compliance programs. Unfortunately, managers often struggle with ongoing reporting requirements because they rely on traditional processes and ad hoc technology solutions. Many managers use manual processes and spreadsheets, which are prone to human error and pose challenges for efficient data gathering.
Additionally, it can be time-consuming to maintain audit trails of the managers’ compliance efforts, particularly around investor obligations in side letters. Part of the challenge of maintaining an audit trail is the inability to track internal responsibility for tasks. On a practical level, the inability to track internal tasks means important work can fall through the cracks. On a compliance level, the lack of visibility and the possibility of mistakes could complicate an SEC exam and lead to additional scrutiny or, in some cases, fines.
In the event of an SEC exam, managers should be able to quickly respond to requests and produce relevant documents. Inefficient processes, including manual obligation tracking, can slow managers’ response times and impede their efforts to cooperate with the SEC.
Insight: a compliance tool for private markets
While effective technology solutions exist for tracking some aspects of advisers’ compliance programs, particularly trading and gifting policies, proactively managing private fund agreements has presented a challenge for years.
That’s changed.
Insight for Funds provides industry-leading AI capabilities that make it easier to understand a firm’s fund agreements, track upcoming deliverables, and meet commitments to investors — all in one place.
Insight turns managers’ key agreements into structured data and that data into actionable intelligence. As a result, managers can organize, search, and more easily comply with their commitments to investors.
Managers have the ability to respond to an SEC request for information with just a few clicks. They can download an overview of their fund documents and side letters, produce the underlying documents themselves, and generate a list of the general partners’ specific obligations to investors. Advisers can supply the SEC with information about fund and side letter compliance swiftly and with minimal stress.
Using Insight, Linden Capital Partners’ data was automatically organized, cutting the GC’s time commitment from an estimated 3 hours to 40 minutes — a total of 140 minutes saved and representing a 77% reduction in time spent on preparing SEC responses.
Ultimately, Insight eases the process of maintaining accurate information, complying with SEC reporting requirements, and cooperating with SEC exams.
