Announcement Regarding the Private Fund Advisers Rules

On June 5, 2024, the U.S. Court of Appeals for the Fifth Circuit issued an opinion in [National Association of Private Fund Managers v. SEC, No. 23-60471 (5th Cir. 2024)] vacating the "Private Fund Advisers; Documentation of Registered Investment Adviser Compliance Reviews" rules (the "Final Rules").[1]

As a result, those rules that were newly adopted under the Final Rules have been vacated:

§§ 275.206(4)-9 ([Reserved]), 275.206(4)-10 (Private fund adviser audits), 275.211(h)(1)-1 (Definitions), 275.211(h)(1)-2 (Private fund quarterly statements), 275.211(h)(2)-1 (Private fund adviser restricted activities), 275.211(h)(2)-2 (Adviser-led secondaries), and 275.211(h)(2)-3 (Preferential treatment).

For convenience, view the text of the vacated rules.

Further, amendments to rules that were in effect before the Final Rules were adopted have also been vacated, such that those vacated amendments are no longer in effect:

§§ 275.204-2 (Books and records to be maintained by investment advisers) and 275.206(4)-7 (Compliance procedures and practices).

For convenience, view the text of Rules 204-2 and 206(4)-7 with the vacated amendments deleted.

Please direct any questions to the Division of Investment Management's Rulemaking Office at (202) 551-6787 or [email protected].