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ARTICLE · 18 FEBRUARY 2022

SEC Proposes Significant Rule Changes For Private Fund Advisers

Willkie Farr & Gallagher
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On February 9, 2022, the Securities and Exchange Commission ("SEC") voted 3 to 1 to propose five new rules (the "Proposed Rules") under the Investment Advisers Act of 1940 (the "Advisers Act")...

United StatesFinance and Banking
James Anderson
James Anderson
Justin L. Browder
Justin L. Browder
Anne C. Choe
Anne C. Choe
Lior J. Ohayon
Lior J. Ohayon
Benjamin B. Allensworth
Benjamin B. Allensworth
Matthew I. Haddadin
Matthew I. Haddadin

On February 9, 2022, the Securities and Exchange Commission ("SEC") voted 3 to 1 to propose five new rules (the "Proposed Rules") under the Investment Advisers Act of 1940 (the "Advisers Act") imposing significant new reporting requirements on registered private fund advisers, requiring annual audited financial statements for private funds, mandating fairness opinions for adviser-led secondary transactions, prohibiting certain fee and other arrangements for all advisers to private funds, and requiring all registered investment advisers to document their annual compliance review in writing.1 Finally, the SEC proposes amendments to Rule 204-2 under the Advisers Act to impose recordkeeping requirements related to the Proposed Rules. Each of those proposals is described in more detail below.

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