SEC Proposed Private Fund Rules: Overview of the Proposal and the Importance of Industry Comments (Part One of Three)

The SEC’s intention to focus on the private funds space was made very clear in statements by Chair Gary Gensler and an item in the fall 2021 “Reg Flex” agenda. The SEC wasted no time acting on that stated priority. First, in January 2022, it released proposed changes to Form PF. Then, on February 9, 2022, the SEC released proposed private fund reforms (Proposal) that Commissioner Hester M. Peirce called a “sea change” for the industry. For example, the proposed new rules would, among other things, require private fund advisers to provide investors with quarterly reports and obtain annual audits of each private fund, while barring advisers from engaging in certain activities or practices and providing preferential treatment to certain investors. This first article in a three-part series explains the types of funds impacted by the Proposal; provides an overview of the seven rules and rule amendments contained in the Proposal; and discusses the importance of comments on the Proposal by private fund managers. The second article will provide general observations on the Proposal and what it says about the SEC’s view of the private funds space. The third article will lay out specific industry concerns for each rule in the Proposal and discuss the next steps for the SEC and private fund managers. See our two-part series on the proposed Form PF amendments: “Require More PE Sponsors to File and One‑Business‑Day Reporting Criteria” (Feb. 22, 2022); and “Practical Impact on PE Sponsors and Reasons for Industry Backlash” (Mar. 1, 2022).

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