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Securities and Exchange Commission (SEC) Private Funds Investment Adviser

Lowenstein Sandler LLP

The Importance of Complying with Private Fund Documents for Affiliate Transactions

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Private fund advisers continually balance their ongoing responsibility to ensure that the funds they advise comply with such funds’ governing documents and their responsibility to ensure their own compliance with applicable...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

Carlton Fields

Builder of Investment Models Deviates From Blueprints - Employee’s Rogue Remodeling Costs Builder Plenty

Carlton Fields on

The SEC’s recent order instituting administrative and cease-and-desist proceedings (OIP) against registered investment advisers Two Sigma Investments LP and Two Sigma Advisers LP illustrates significant risks for investment...more

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for March 2025

Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: •An SEC action alleging an insider trading scheme and...more

SEC Compliance Consultants, Inc. (SEC³)

February and March 2025 Regulatory Roundup

SEC Clarifies Marketing Rule, Warms up to Crypto and Private Placements under 506(c), and Backs off Form SHO; Latest Lessons from EXAMS: Duty of Care and Risk Identification Failures - Welcome to our February and March 2025...more

DLA Piper

SEC Clarifies When Gross-Only Performance May Be Permissible

DLA Piper on

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

Vedder Price on

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 & Emery

SEC Eases Marketing Rule Net Performance Requirement

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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

Morgan Lewis on

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

Mayer Brown Free Writings + Perspectives

Co-Investment Relief a Step to Retail Access to Registered Funds

On March 4, 2025, the Investment Company Institute (ICI) wrote to the Securities and Exchange Commission (SEC) to express its support of a request for co-investment exemptive relief by an applicant and urge that the SEC grant...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

Winstead PC

Trusts as Qualified Clients: Understanding the Qualified Client Threshold for Trusts Investing in Private Securities - March 2025

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This article is the second of a three-part series discussing trusts in the context of certain common investor thresholds for investment in private securities. This article will examine trusts as “qualified clients” under the...more

Mayer Brown Free Writings + Perspectives

SEC Drops Appeal of “Dealer Rule” Litigation

On February 19, 2025, the Securities and Exchange Commission (the “Commission” or “SEC”) dropped its appeal of a ruling by the U.S. District Court for the Northern District of Texas (“District Court”) on November 6, 2024 that...more

Winstead PC

SEC Renewed Action on Hedge Clauses

Winstead PC on

Hedge clauses are provisions in investment advisory agreements that aim to limit an adviser’s liability for certain actions or outcomes. The U.S. Securities and Exchange Commission (the “SEC”) has expressed the position that...more

Proskauer Rose LLP

Question of the Week: How do you expect SEC exams and enforcement to evolve in 2025?

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As we head further into 2025, the landscape of SEC exams and enforcement is poised for significant shifts. How will the SEC adapt to emerging trends and evolving market dynamics? In the first issue of Beyond the Deal in 2025,...more

Hahn Loeser & Parks LLP

Using Private Funds For CRE Development Capital

In our last legal alert, we discussed developers using private placements to raise private equity capital as a proactive response to the Commercial Real Estate (CRE) market....more

Morrison & Foerster LLP

Extended Compliance Date for Recent Form PF Amendments

The new year always marks the start of a busy regulatory filing season for registered investment advisers, including investment advisers that file Form PF (“Form PF Filers”). This year could be especially challenging since,...more

Vedder Price

Third Set of Form PF Amendments Take Effect on June 12, 2025

Vedder Price on

On February 8, 2024, the SEC adopted its third set of amendments to Form PF, the confidential reporting form for certain SEC-registered investment advisers to private funds. The amendments specifically affect Sections 1 and 2...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

Tannenbaum Helpern Syracuse & Hirschtritt LLP

SEC 2025 Exam Priorities and Considerations for the New Administration

On October 21, 2024, the Securities and Exchange Commission’s (the “SEC”) Division of Examinations (the “Division”) published its examination priorities for 2025. The published priorities inform SEC registrants, investors,...more

SEC Compliance Consultants, Inc. (SEC³)

January 2025 Regulatory Roundup

Trump Picks New SEC Head, SEC Enforcement Starts Strong in 2025, and Latest Lessons from EXAMS: Details Matter and Duty of Care Fails - Welcome to our January 2025 Regulatory Roundup, where we provide practical advice on the...more

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