Efficiently Navigating Performance Reporting Requirements Under the SEC’s Private Fund Rules, Marketing Rule and FINRA Guidance

Although closed-end fund performance metrics – especially the internal rate of return and multiples of invested capital – are often headlined in marketing materials and investor reporting, how they are calculated can vary widely from firm to firm and even from fund to fund. Fund managers use a broad range of complex techniques and assumptions, often developing historical, hypothetical track records used to fundraise for new funds and strategies. In recent years, the SEC and FINRA have both taken measures to standardize the performance metrics used in fund advertising and reporting. Although the organizations have taken different approaches to developing methodologies for calculating the “minimum floor” of performance information, the requirements for each of the rules are now very closely aligned. In addition, many of the reasons cited for those changes – e.g., increased transparency and concerns around investor protection, particularly for retail and high net worth investors – echo across the regulatory organizations. In a guest article, ACA Group director Tanner Beverly discusses the commonalities between the performance methodology requirements of the SEC’s Marketing Rule, the quarterly statement requirement in Rule 211(h)(1)‑2 of the SEC’s private fund adviser rules and FINRA’s Regulatory Notice 20‑21. Among other topics, the article includes guidance for how fund managers can streamline their reporting efforts and compliance practices to efficiently meet these new regulatory requirements. See “PE Industry in 2024: Navigating an Uncertain Examination and Regulatory Environment (Part One of Two)” (Jan. 11, 2024).

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