A central tenet of the SEC’s recent rulemaking initiatives is to increase the amount of disclosure and reporting provided to investors by fund managers. Consistent with that objective, the final rules (Rules) for private fund advisers that were issued by the SEC on August 23, 2023, contain specific requirements in Rule 211(h)(1)‑2 thereof for the delivery of quarterly statements addressing fees, expenses and performance information. The Rule applies to any private fund – other than a securitized asset fund – that has at least two full fiscal quarters of operating results. In the adopting release, the SEC asserted the information required under the Rule is an “essential component of the basic set of information that is generally necessary for private fund investors to evaluate accurately and confidently their private fund investments.” Consequently, there are no exemptions for small or emerging advisers, and the requirement cannot be waived. This second article in a three-part series parses the parameters of the quarterly reporting requirements and highlights several issues that fund managers may confront in their attempt to comply. The first article
provided a brief overview of the Rules and a deep dive into the five restricted activity categories. The third article
will highlight considerations of the other Rules. See “Quarterly Reporting Requirements and Prescriptive Prohibited Activities in the SEC’s Proposed Amendments to the Advisers Act (Part Two of Two)
” (Mar. 22, 2022).