Proposed SEC Private Fund Advisers Rules

On February 9, 2022 the SEC released its proposed Private Fund Advisers (PFA) rule. ILPA submitted a comprehensive comment letter in response to the SEC on April 25, 2022; the letter is available below. All comments submitted to the SEC are available here.

We believe that this rulemaking, if implemented as we recommend, could help address persistent challenges experienced by LPs over the last decade.

ILPA has steadily engaged with our members and other industry participants on the rule and its potential impact on LPs. The full collection of data and perspectives we’ve captured from LPs throughout this process—through surveys, roundtables, one-on-one conversations and more—are available in a new report 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 as they finalize the rule.

In the new report, 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, including:

  • Realities of the bargaining process and fund negotiation dynamics
  •  Importance of minimum standards to improve market efficiency with cost disclosures and fiduciary duties
And, we make recommendations in key areas, including:
  • An approach to allocating costs to the partnership
  • Implementing a “best-in-class” MFN process
  • An approach to avoiding unintended consequences
This process has revealed much about needed next steps as a community and as an industry—that we have much more work to do to make the private markets more transparent and efficient for all stakeholders. ILPA looks forward to continuing this work as the SEC works towards a final rule proposal. Email  with questions.

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.

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.