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Analyzing the Revamped Form PF and Related SEC Staff FAQs

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Kelley Howes and Aaron Russ published an article in Private Equity Law Report that discussed the Securities Exchange Commission's...

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Kelley Howes and Aaron Russ published an article in Private Equity Law Report that discussed the Securities Exchange Commission's recent FAQ changes related to the updated Form PF. The authors analyzed the changes most relevant to PE sponsors, including why those that advise – or that have a related person that advises – fund-of-funds, parallel fund structures, parallel managed accounts or master-feeder arrangements need to carefully reconsider their Form PF reporting obligations.Read the <a href="https://www.pelawreport.com/public/open/Vifs4b9pQcmGlm2WKPWIIWMUFDGow1mZ7sFNwW2MK9UiWgNc+ho4bPB8cs0OHbX3BxI=.thtml?utm_source=emailArticle&utm_medium=email&utm_campaign=emailArticle" target="_blank">full article</a> (subscription required).

Analyzing the Revamped Form PF and Related SEC Staff FAQs

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Kelley Howes is co-chair of the Investment Management Group and managing partner of the firm’s Denver office, and co-head of the Securities + Derivatives Regulatory Solutions team.Kelley has over 30 years’ experience advising U.S. registered investment companies (including mutual funds, exchange traded funds, and interval funds), business development companies, registered investment advisers, and exempt reporting advisers on a wide range of legal, regulatory, and compliance matters. She also counsels clients regarding investment company status matters under the Investment Company Act.Recognized as a go-to counsel for independent fund trustees, Kelley frequently advises registered funds and their trustees on corporate governance, compliance, and regulatory matters, mergers and reorganizations, and regulatory examination and enforcement matters.Kelley is consistently recognized as a top advisor in Chambers USA and Chambers Global, receiving multiple distinctions for Registered Funds. She has also been recognized in the Finance: Fintech category of The Legal 500 US awards.Prior to joining Morrison Foerster, she served as executive vice president and general counsel of Janus Capital Group Inc., a NYSE-listed global asset management holding company. She also previously served as senior vice president and general counsel of Janus Capital Management LLC, a U.S. registered investment advisory subsidiary of Janus Capital Group, and as president of the Janus funds and president of Janus Distributors LLC.Kelley previously served as a director of Young Americans Bank/Young Americans Center for Financial Education, ICI Mutual Insurance Company, and the Denver Metro Chamber of Commerce.

Kelley Howes

Co-Chair of Investment Management Group

Aaron Russ is an associate in the Washington, D.C., office and a member of the firm’s Investment Management Group and Securities and Derivatives Regulatory Solutions team. He draws from his experience at the U.S. Securities and Exchange Commission (SEC) to advise clients on their regulatory, compliance, operational, and governance needs.He regularly advises private fund managers, wealth managers, innovative investment advisory fintech firms, and other registered investment advisers and exempt reporting advisers on the various regulatory and compliance issues that arise in connection with the operation of an advisory business, including compliance with the federal securities laws (Investment Advisers Act of 1940, the Investment Company Act of 1940, the Securities Act of 1933, and the Securities Exchange Act of 1934);<ul><li>drafting and negotiating advisory agreements and service provider agreements;</li><li>SEC registration issues, including structuring to rely on registration exemptions or comply with SEC guidance (e.g., avoiding integration issues and structuring participating affiliate arrangements);</li><li>preparing and updating regulatory filings (e.g., Form ADV, Form PF, and Form CRS);</li><li>drafting and updating compliance programs to address changes to regulations and the adviser’s business (e.g., offering new products and services, use of artificial intelligence) to promote compliance with federal securities laws;</li><li>counseling investment advisers in SEC examinations and other interactions with regulators;</li><li>advising on all aspects of investment adviser marketing and the offering of private funds (e.g., advising on marketing materials, responses to RFPs, compliance with the Securities Act offering exemptions, broker-dealer issues, and performance track record reporting);</li><li>counseling investment advisory firms on the regulatory aspects of M&A activity and related transactional issues; and</li><li>assisting private fund managers comply with various regulatory and compliance issues that arise in connection with the formation, offering, and operation of private funds (e.g., advising on offering materials, placement agent agreements, subscription agreements, and investment company status issues).</li></ul>Aaron previously served as senior counsel for the Division of Investment Management for the SEC. In his role as senior counsel, he drafted rule text and guidance for Commission rulemakings under the Investment Advisers Act, including the Marketing Rule. While at the SEC, he also worked in the Office of Compliance, Inspections, and Examinations (now known as the Division of Examinations), where he counseled SEC examiners on investment adviser and investment company examinations involving both private and registered funds, as well as broker-dealer examinations.Highly regarded for his deep knowledge of the Advisers Act Marketing Rule, Aaron frequently shares his insights through writing and speaking engagements with publications such as Practicing Law Institute (PLI), The Review of Securities & Commodities Regulation, and Strafford.Aaron earned his J.D., summa cum laude, from the University of Illinois College of Law. He also holds a dual B.A. in Economics and Political Science from the University of Michigan.

Aaron Russ

Associate

Private Equity Investments + Buyouts