News & Analysis as of

Investment Adviser Regulatory Requirements Private Funds

Procopio, Cory, Hargreaves & Savitch LLP

When Must Private Fund Managers File as an Exempt Reporting Adviser in California?

Some private fund managers in California face potentially dire consequences if they fail to properly register with the state and the U.S. Securities and Exchange Commission (SEC). Failing to adhere to relevant securities laws...more

K&L Gates LLP

What a Relief! Co-Investments Get Easier for Interval Funds, Tender Offer Funds, and Business Development Companies

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The US Securities and Exchange Commission (SEC) has approved a streamlined framework for co-investments involving certain closed-end funds and business development companies (together, Regulated Funds)....more

DLA Piper

SEC Clarifies When Gross-Only Performance May Be Permissible

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The US Securities and Exchange Commission staff (Staff) has issued revised guidance regarding the application of Rule 206(4)-1 under the Investment Advisers Act of 1940, as amended (Marketing Rule), providing flexibility for...more

Morrison & Foerster LLP

SEC Staff Issues New Marketing Rule FAQs

On March 19, 2025, the staff of the SEC’s Division of Investment Management issued two new FAQs related to Rule 206(4)-1 under the Investment Advisers Act of 1940 (the “Rule”). The new guidance reduces the complexity of the...more

Vedder Price

Investment Services Regulatory Update: February 2025

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NEW AND PROPOSED RULES - Third Set of Form PF Amendments to Take Effect on June 12, 2025 - Attorneys in Vedder Price’s Investment Services Group recently published a bulletin, available here, on the third set of...more

Davis Wright Tremaine LLP

SEC Updates Marketing Rule Guidance

On March 19, 2025, the SEC made two significant updates to the Marketing Rule's FAQ page. DWT discussed the SEC's recently adopted Marketing Rule (Rule 206(4)-1 under the Investment Advisers Act of 1940) in our 2024 post, and...more

McDermott Will & Schulte

SEC Eases Marketing Rule Net Performance Requirement

On March 19, 2025, the US Securities and Exchange Commission’s (SEC) Division of Investment Management updated its frequently asked questions (FAQs) related to Rule 206(4)-1 (the Marketing Rule) under the Investment Advisers...more

Morgan Lewis

SEC Staff Issues Updated Marketing Rule FAQs

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SEC Staff published new guidance providing private fund managers and other investment advisers with flexibility to use extracted performance and portfolio/investment characteristics in marketing materials, without cumbersome...more

Cooley LLP

SEC Staff Takes Steps to Allow Funds to More Comfortably Fundraise Under Rule 506(c)

Cooley LLP on

On March 12, 2025, staff from the Securities and Exchange Commission (SEC staff) issued new guidance regarding Rule 506(c) of Regulation D under the Securities Act of 1933 (Securities Act). We expect that such guidance will...more

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Says it’s OK to Just Be Gross

On March 19, 2025, the staff of the U.S. Securities and Exchange Commission’s Division of Investment Management (the “Staff”) amended its FAQ page on marketing compliance and reversed its stand on a contentious issue with...more

SEC Compliance Consultants, Inc. (SEC³)

Predictions for 2025: What Private Fund Advisers Can Expect from SEC Examinations

There has been a lot of conjecture that the SEC may become friendlier to registrants because of the new administration. Given the SEC’s mandate to protect the investing public, however, we do not expect SEC examiners to...more

Mayer Brown Free Writings + Perspectives

SEC and CFTC Extend Compliance Deadline for Form PF Amendments

The Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) have extended the compliance deadline for the amendments to Form PF, moving it from March 12, 2025 to June 12, 2025....more

Proskauer Rose LLP

SEC and CFTC Extend Compliance Date for Form PF Amendments

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On January 29, 2025, the Securities and Exchange Commission (“SEC”) and Commodity Futures Trading Commission (together, the “Agencies”) jointly announced that the compliance date for the new Form PF would be extended by three...more

Robinson Bradshaw

Regulatory Uncertainty Regarding Private Funds and Artificial Intelligence Utilization

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As in most industries, private fund sponsors are increasingly assessing and beginning to adopt artificial intelligence-powered tools to rapidly analyze large volumes of data, identify trends and patterns and to generally make...more

SEC Compliance Consultants, Inc. (SEC³)

October and November 2024 Regulatory Roundup

After its fiscal year-end frenzy in September, the SEC relaxed slightly, with no new rule-making and fewer enforcement actions. So, I took a break last month and combined the October and November Roundups. (You’re welcome.)...more

SEC Compliance Consultants, Inc. (SEC³)

Regulatory Roundup for September 2024

Advisers Drafted by FinCEN for AML Duty, More Fines for E-Comm Retention Failures and a September Miracle, SEC Falls Back on Broken Windows Strategy, and a Refusal to Give Up on Private Fund Rules - FinCEN added to advisers’...more

DarrowEverett LLP

Fifth Circuit Puts the Brakes on SEC’s Private Fund Rules: What’s Next For Private Fund Advisers

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In a continuation of recent court decisions overturning the rulemaking authority of federal agencies, a recent decision by the U.S. Court of Appeals for the Fifth Circuit vacated the Securities and Exchange Commission’s (SEC)...more

A&O Shearman

SEC private fund adviser rule vacated by Fifth Circuit

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On June 5, 2024, the U.S. Court of Appeals for the Fifth Circuit held that the U.S. Securities and Exchange Commission had exceeded its statutory authority in adopting its controversial private fund advisers rule....more

Sullivan & Worcester

Are the SEC’s Private Fund Advisers Rules Now Dead? No, but they are on Life Support

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The U.S. Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) has thrown a wrench into the gears of the U.S. Securities and Exchange Commission (the “SEC”) in its attempt to regulate those investment advisers that...more

Cadwalader, Wickersham & Taft LLP

Big News for Funds June 2024 - Fifth Circuit Strikes Down the Private Fund Adviser Rules

This week, the U.S. Court of Appeals for the Fifth Circuit vacated the private fund advisor rules (the “Final Rule”) adopted by the United States Securities Exchange Commission (the “SEC”). The Final Rule imposed significant...more

Seyfarth Shaw LLP

SEC's Private Fund Advisers Rule Struck Down by Fifth Circuit

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The Fifth Circuit Court of Appeals (Fifth Circuit) today issued its ruling striking down the “Private Fund Advisers Rule” (the “PFA”). The proposed PFA was introduced on February 9, 2022 (“Proposed Rule”). The Securities and...more

Paul Hastings LLP

SEC Updates for Private Funds: Private Fund Rule Litigation and Marketing Rule FAQ

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Private fund sponsors should be aware of two recent SEC regulatory developments with respect to (1) the newly adopted private fund rules (Rule 211(h)(1)-2; Rule 211(h)(2)-3; Rule 211(h)(2)-1; Rule 211(h)(2)-2, and Rule...more

DarrowEverett LLP

How SEC’s Private Fund Rules Will Affect Use of Side Letters

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Recent client alerts have provided an overview of the new “private fund rules” adopted in late August by the U.S. Securities and Exchange Commission (SEC). These rules apply, subject to limited exceptions and carveouts, to...more

White & Case LLP

SEC Adopts Final Private Fund Adviser Rules

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New rules are expected to have substantial impact on funds industry - On August 23, 2023, the Securities and Exchange Commission ("SEC") approved significant new rules applicable to advisers of private funds (the "Private...more

Sullivan & Worcester

SEC Adopts Highly Anticipated Private Funds Rules

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The U.S. Securities and Exchange Commission (the “SEC”) last week adopted highly anticipated new rules and amendments (the “Adopted Rules”) to the Investment Advisers Act of 1940, as amended (the “Advisers Act”), that will...more

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