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2025 SEC Exam Priorities for Investment Advisers and Registered Investment Companies

On October 21, the Securities and Exchange Commission’s (SEC’s) Division of Examinations (Division) released its examination priorities for 2025, outlining the key topics the Division plans to focus on in the upcoming fiscal...more

SEC Sends Additional Message to Registered Investment Advisers on Marketing Rule Obligations Through Enforcement Actions

On September 9, 2024, approximately one year since its first flurry of similar Marketing Rule actions, the Securities and Exchange Commission (the SEC) announced settlements with nine SEC-registered investment advisers (the...more

Minnesota Governor Tim Walz’s National Candidacy Raises Significant Pay-to-Play Rule Considerations for Certain Investment...

On August 6, 2024, the Democratic nominee for President, Kamala Harris, chose Tim Walz, Governor of Minnesota, as her running mate. This selection presents important considerations vis à vis the “Pay-to-Play Rule” (Rule...more

Fifth Circuit Vacates the Private Funds Rules And Constrains the SEC’s Rulemaking Authority

Yesterday, a three-judge panel of the U.S. Court of Appeals for the Fifth Circuit vacated the “Private Funds Rules,” which the Securities and Exchange Commission (the “SEC”) adopted on August 23, 2023. The opinion of the...more

The SEC Amends the Internet Adviser Exemption

On March 27, 2024, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 203A-2(e) of the Investment Advisers Act of 1940 (the Advisers Act) (the Internet Adviser Exemption)....more

SEC Issues Updated Marketing Rule FAQ on IRRs for Funds With Subscription Facilities

On February 6, 2024, the staff of the Securities and Exchange Commission (SEC) issued an updated FAQ with respect to the Marketing Rule (Rule 206(4)-1) under the Investment Advisers Act of 1940 (the Advisers Act). This FAQ...more

SEC Marketing Rule Enforcement Actions Emphasize Need for Policies and Procedures Regarding the Use of Hypothetical Performance

The US Securities and Exchange Commission (the SEC) announced on September 11, 2023, that it had settled with nine SEC-registered investment advisers (the Advisers) over alleged violations of Rule 206(4)-1 under the...more

SEC Adopts Expansive (Albeit Slightly Softened) Private Funds Rules

Today, the SEC (U.S. Securities and Exchange Commission) has adopted the much anticipated so-called “Private Funds Rules” under the Investment Advisers Act of 1940 (the “Advisers Act”). The Private Funds Rules will impact not...more

SEC Proposes Radical Transformation of Custody Rule Into New Safeguarding Rule

On February 15, 2023, the Securities and Exchange Commission (the “SEC”) proposed a significant transformation of Rule 206(4)-2 (the “Custody Rule”) under the Investment Advisers Act of 1940 (the “Advisers Act”) into a new...more

Exempt Reporting Advisers Faced Significantly More SEC Enforcements in 2022

The Securities and Exchange Commission (SEC) brought an unusually high number of enforcement actions against exempt reporting advisers in 2022 — that appears to be more than the prior three years combined and a record number...more

SEC Staff Issues Important New Guidance on Presentation of Investment-Level Performance Under the Marketing Rule

On January 11, 2023, the staff of the Division of Investment Management at the US Securities and Exchange Commission (“SEC Staff”) updated their Marketing Rule FAQs. A new FAQ appears to impose the net performance...more

SEC Sends Message to Private Fund Sponsors on Audit Obligations Under Custody Rule Through Enforcement Actions

​​​​​​​On September 9, 2022, the SEC announced settlements with nine SEC-registered investment advisers to private funds with respect to alleged violations of Rule 206(4)-2 under the Investment Advisers Act of 1940 (the...more

SEC’s Division of Examinations Issues Risk Alert Regarding MNPI and Code of Ethics Compliance

On April 26, 2022, the U.S. Securities and Exchange Commission’s (“SEC”) Division of Examinations (“EXAMS”) issued a risk alert concerning deficiencies related to Section 204A of the Investment Advisers Act of 1940 (“Advisers...more

SEC Cybersecurity Rules Target Investment Advisers and Investment Companies

On February 9, 2022, the U.S. Securities and Exchange Commission (“SEC”) proposed a package of new rules and amendments to enhance cybersecurity preparedness and improve cyber resilience of investment advisers and investment...more

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