SEC Private Fund Advisers Rules

Since the SEC's Private Fund Advisers (PFA) rules were first proposed in February 2022, ILPA has steadily engaged with our members, the SEC and other industry participants on the rule and its potential impact on LPs.

Below, find the different elements of our engagement, including our initial comment letter to the SEC, our analysis on the proposed rule The Future of Private Equity Regulation, our overview of what was included in the final rulemaking, ILPA’s amicus brief in support of the SEC submitted to the U.S. Fifth Circuit Court of Appeals, and our statement on the latest development--the Fifth Circuit's decision to vacate the PFA, including the Quarterly Statements rule.

The full collection of data and perspectives we’ve captured from LPs throughout this entire process—through surveys, roundtables, one-on-one conversations and more—are available in The Future of Private Equity Regulation and accompanying data packet. These perspectives have been instrumental in direct, repeat conversations we’ve had with the SEC to advocate on behalf of LPs and a stronger private markets industry.

ILPA’s mission as an industry advocate, convener and standard setter has never been more important; our work will continue — in particular, our commitment to delivering the next evolution of quarterly reporting standards through our Quarterly Reporting Standards Initiative.

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U.S. Fifth Circuit Court of Appeals Process

The U.S. Fifth Circuit Court of Appeals released its decision in National Association of Private Fund Managers vs. Securities and Exchange Commission, vacating the U.S. SEC’s Private Fund Advisers rules, including the Quarterly Statements rule, on June 5, 2024.

Case Summary for National Association of Private Fund Managers, et al. vs. Securities and Exchange Commission, June 5, 2024.

Final opinion from the Fifth Circuit for National Association of Private Fund Managers vs. Securities and Exchange Commission, June 5, 2024.

GP Side (Petitioner) reply brief submitted to the Fifth Circuit Court of Appeals on January 22, 2024

ILPA’s amicus brief in support of the SEC submitted to the Fifth Circuit Court of Appeals on December 22, 2023

SEC (Respondent) brief submitted to the Fifth Circuit Court of Appeals on December 15, 2023

GP Side (Petitioner) brief submitted to the Fifth Circuit Court of Appeals on November 1, 2023

GP Side (Petitioner) unopposed expedited hearing motion submitted to the Fifth Circuit Court of Appeals on September 15, 2023

GP Side (Petitioner) petition for review (opening filing) submitted to the Fifth Circuit Court of Appeals on September 1, 2023

This overview provides insight into ILPA amicus’s brief and details about the concerning GP lawsuit

Final Private Fund Advisers Rules

ILPA and our partners at Teachers Retirement System of Texas and K&L Gates provided a first look at what is contained in the final rulemaking. Our focus on this first webcast is providing our members with the top points they need to know from the massive rulemaking and undertaking with what it means for LPs and broader private markets. You can read a recap of the webcast here.

This overview of the final rule provides information needed to get a better sense of what’s included in the 660 page rule package.

This overview of the final rule, presented in table form, provides a quick look of what’s included in the 660 page rule package.

This overview of the final rule, presented in table form, provides a look at what’s included in the 660 page package in a rule-by-rule format.

ILPA's member update immediately following the approval of the final Private Fund Advisers Rule on August 23, 2023.

A statement from ILPA CEO Jennifer Choi immediately following the approval of the final Private Fund Advisers Rule on August 23, 2023.

On August 16, 2023, the U.S. Securities and Exchange Commission (SEC) gave notice of its intent to consider its final Private Fund Advisers rule for approval on Wednesday, August 23. Get our full member update.

On August 16, 2023, the U.S. Securities and Exchange Commission (SEC) gave notice of its intent to consider its final Private Fund Advisers rule for approval on Wednesday, August 23. Get our press statement.

In a new, comprehensive analysis, The Future of Private Equity Regulation: Insight Into the Limited Partner Experience & the SEC's Proposed Private Fund Advisers Rule, we analyze data and insights from LPs on issues that are central to the rulemaking.

This data packet is a companion to ILPA's new comprehensive analysis, The Future of Private Equity Regulation: Insight Into the Limited Partner Experience & the SEC's Proposed Private Fund Advisers Rule, where we analyze data and insights from LPs on issues that are central to the rulemaking.

Proposed Private Fund Advisers Rules

ILPA’s comment letter submitted to the SEC on April 25, 2022.

In March 2023, ILPA held a members-only webcast, Exploring ILPA’s Response to the Proposed Private Fund Advisers Rule, discussing its engagement on the rule and the proprietary member survey and industry data that helped shape ILPA’s response.

In March 2022, ILPA held a members-only roundtable to discuss LP responses to specific provisions within the proposed rule.

In March 2022, ILPA held a webcast featuring a conversation between Melissa Harke, Senior Special Counsel at the SEC and Heather Traeger, COO at Texas TRS to discuss the intent behind the rule provisions.

ILPA’s CEO expressed appreciation that the SEC has proposed rules with the goal of strengthening transparency and alignment of interest in private markets.