A copy of the full Client Alert can be found HERE .

A copy of this Executive Summary can be found HERE .

 

EXECUTIVE SUMMARY

 

On August 23, 2023, the Securities and Exchange Commission (“SEC”) adopted a broad set of final rules (the “Private Fund Rules”) under the Investment Advisers Act of 1940 (as amended, the “Advisers Act”) aimed primarily at investment advisers (both registered or required to be registered, and otherwise) to private funds and, with respect to certain compliance matters, all registered investment advisers.  Below is a top-line summary of the Private Fund Rules that will become effective 60 days after their publication in the Federal Register and have vast implications for both private fund advisers and their investors.

 

• Quarterly Statements Rule – requires a registered private fund adviser or its designee to provide investors with quarterly statements for funds with at least two full quarters of operations disclosing fund-level performance and cost information.
• Mandatory Audit Rule – requires a registered private fund adviser to procure an annual audit of the financial statements of each private fund they directly or indirectly advise.
• Adviser-led Secondaries Rule – requires a registered private fund adviser who initiates a so-called “secondaries transaction” to deliver to the investor a fairness or valuation opinion prepared by an independent party along with a written summary of material business relationships between the adviser or its related persons and the opinion provider.
• Restricted Activities Rule – restricts a private fund adviser from directly or indirectly applying certain costs, expenses, charges and clawbacks and engaging in certain borrowing, unless the adviser satisfies certain disclosure and/or consent requirements.
• Preferential Treatment Rule – imposes restrictions on an adviser who seeks to offer preferential treatment among investors in private funds with respect to liquidity, portfolio transparency and economic and other material terms.
• Compliance Rule Amendments – requires a registered adviser to document the annual compliance review of policies and procedures already mandated under the Advisers Act.

 

We invite you to read the full Client Alert here and reach out to our Private Investment Funds Group for more information and how we may assist you with navigating the regulatory landscape.

 

For additional information, please contact any of the following: Jamil French at [email protected], Seth Travis at [email protected] and Diego Matamoros at [email protected] with any questions or more specific situations.