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SEC Rulemaking Tracker

Finalized Rules with Upcoming Compliance and Effective Dates

 

Rule Effective Dates Brief Description
Form PF Dec. 11, 2023

Hedge funds need to report current reporting events within 72 hours of occurrence, and private equity fund advisers need to report private equity reporting events within 60 days of quarter-end

Such hedge fund trigger events will include certain extraordinary investment losses, significant margin and default events, terminations or material restrictions of prime broker relationships, operations events, and events associated with withdrawals and redemptions. Private equity trigger events include the removal of a general partner, certain fund termination events, and the occurrence of an adviser-led secondary transaction​

June 11, 2024 Amended section 4 of Form PF includes questions on GP and LP clawbacks, PE fund investment strategies, fund-level borrowings, events of default, bridge financings to controlled portfolio companies, and geographic breakdown of investments
Corporate Transparency Act January 1, 2024 Entities must submit a beneficial ownership declaration unless an exemption applies. Although advisers under the jurisdiction of the SEC are exempt themselves, certain entities in a fund structure may need to be reported
Schedule 13D February 5, 2024
Compliance date: Dec. 18, 2024, for structured, machine-readable data requirements
Shortens the initial filing timeline from ten business days to five business days. Amendments are required to be filed within two business days
Dealers and Government Securities Dealers April 29, 2024
Compliance date: April 29, 2025 

Advisers that meet one of two qualitative trading factors will be deemed to be trading as part of their regular business and be required to register with the SEC as dealers

Certain hedge fund strategies, such as those involved in automatic or high-frequency trading, will be the advisers most likely to be impacted by the new rule

Form N-PX July 1, 2024
Compliance date: Aug. 31, 2024 (covers period of July 1, 2023 to June 30, 2024)
Institutional investment managers subject to Section 13(f) reporting requirements need to file an annual Form N-PX showing how they voted proxies relating to certain executive compensation matters
Private Fund Rules November 13, 2023 All Investment Advisers need to maintain written documentation of their annual compliance program reviews
September 14, 2024 Private fund advisers with $1.5 billion or more in private fund assets are restricted from engaging in certain activities, must obtain an independent fairness or valuation opinion prior to completing adviser-led secondaries, and are barred from providing or must disclose certain preferential treatment to investors
March 14, 2025

Private fund advisers, regardless of AUM, must audit their private funds and deliver quarterly statements to investors containing specified information

Private fund investors with less than $1.5 billion in private fund assets are restricted from engaging in certain activities, must obtain an independent fairness or valuation opinion prior to completing adviser-led secondaries, and are barred from providing or must disclose certain preferential treatment to investors

Schedule 13D September 30, 2024 Shortens the initial filing timeline for Qualified Institutional Investors and exempt investors from 45 days after the year end to 45 days from the end of the calendar quarter in which the investor beneficially owns more than 5% of the covered class. For other 13G filers, the timeline for initial filing is shortened from ten days to five business days. Finally, for all 13G filers the timeline to file an amendment for material changes is shortened from 45 days after calendar year end to 45 days from quarter end in which the material change occurred
Form SHO January 2, 2025 Institutional Investment Managers are required to file Form SHO within 14 calendar days of month end if they exceed certain thresholds in short-sale positions
SEC/CFTC Amendments to Form PF March 12, 2025 This is the second set of Form PF reporting amendments in as many years. Among the changes, advisers will be required to disaggregate complex fund structures, report contributions and withdrawals/redemptions in the reporting period, and provide increased performance measures

Proposed Rules

 

Rule Proposed Dates Brief Description
FinCEN AML Reporting February 13, 2024 Advisers would be required to implement an AML/CFT program, file certain reports with FinCEN, keep records relating to the transmittal of funds, and fulfil other obligations applicable to financial institutions subject to the Bank Secrecy Act
Conflicts of Interest for Use of AI July 26, 2023 Firms that use a “Covered Technology” (use of analytical, technological, or computational functions, algorithms, models, correlation matrices, or similar methods or processes that optimize for, predict, guide, forecast, or direct investment-related behaviors or outcomes) would be required to evaluate whether any conflicts of interest may exist from such technology, and if so, eliminate them. Firms would also need to establish written policies and procedures addressing the use and conflicts of such Covered Technology. Finally, there are new record keeping requirements advisers would need to follow
Regulation S-P March 15, 2023 The proposed amendments would require covered institutions to provide notice to individuals within 30 days if their sensitive information was reasonably likely to have been accessed without authorization
Safeguarding Advisory Client Assets February 15, 2023 The proposed amendments would expand the Custody Rule to cover any client assets that an adviser has custody of, including but not limited to digital assets, real estate, and commodities. Assets would now also include non-traditional line items, such as written options and negative cash. Under the proposal, qualified custodians would be required to have “possession or control” of advisory client assets, with limited exceptions for physical assets and certain privately offered securities
Outsourcing by Investment Advisers
 
 
October 26, 2022 Among other proposed requirements, advisers would need to be able to document their analyses of the scope of work service providers are performing, each service provider’s subcontracting arrangements, and potential risks to the adviser relating to work performed by the provider
Enhanced ESG Disclosure May 25, 2022 Under the proposed rule, advisers would have to specify whether they or their private funds pursue ESG “Integration Funds,” “ESG-Focused Funds,” or “Impact Funds,” and disclose certain ESG-related information on Form ADV Part 1A and Part 2A, including methods of analysis, financial industry affiliations, and proxy voting policies, among other things
Cyber Security February 9, 2022 Registered advisers would need to adopt policies reasonably designed to address cybersecurity risks, conduct annual reviews of the policies, and report significant cybersecurity incidents and risks to the SEC in new Form ADV-C and Form ADV Part 2A

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