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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 Existing entities: January 1, 2025 |
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 |
| 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 |
| Regulation S-P | August 2, 2024 Compliance date: December 3, 2025 for large advisers with at least $1.5B AUM; June 3, 2026 for small advisers with less than $1.5B AUM |
Covered institutions must create an incident response program reasonably designed to detect, respond to, and recover from unauthorized access to or use of customer information. Individuals whose sensitive customer information was, or is reasonably likely to have been, accessed or used without authorization must be notified no later than 30 days after becoming aware of such incident |
| 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 |
| Investment Adviser Anti-Money Laundering Program Requirements | January 1, 2026 | RIAs and ERAs are required to (1) designate an AML Compliance Officer; (2) implement an AML program; (3) conduct independent testing of the program; and (4) provide AML training to employees. FinCEN has delegated examination authority to the SEC |
| Private Fund Rules | Vacated by the U.S. Court of Appeals for the Fifth Circuit | All Investment Advisers need to maintain written documentation of their annual compliance program reviews |
| Vacated by the U.S. Court of Appeals for the Fifth Circuit | 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 | |
| Vacated by the U.S. Court of Appeals for the Fifth Circuit |
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 |
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| Dealers and Government Securities Dealers | Vacated by the US District Court for the Northern District of Texas |
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 |
Proposed Rules
| Rule | Proposed Dates | Brief Description |
| Customer Identification Program (“CIP”) | May 13, 2024 |
The proposed rule aims to strengthen AML/CFT measures in the investment adviser sector. It would require RIAs and ERAs to implement CIPs that would make it more difficult for persons to use false identities to establish customer relationships with investment advisors. The CIP would include procedures for RIAs and ERAs to verify the identity of each customer to the extent reasonable, and obtain certain identifying information from each customer. This is separate from the finalized August 2024 rule issued by FinCEN requiring investment advisers to adopt an AML program |
| 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 |
| 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 |