Registered Funds Resource Center Email This Page Overview Our Team Media Overview Our Team Media Simpson Thacher’s Registered Funds Resource Center provides information on SEC guidance, regulatory updates (including notable no-action letters and comments from SEC officials), developments in litigation and other market developments affecting registered funds, advisers and directors. Complete with the Registered Funds Regulatory Update, an in-depth publication offering the latest updates that should be top of mind, the Resource Center also includes an archive of significant prior developments that were covered in our Registered Funds Alert. Registered Funds Regulatory Update Download the full October 2024 Update > In This Issue: SEC Announces Spring 2024 Regulatory Agenda SEC Adopts Amendments to Reporting Requirements but Drops Hotly Contested Swing Pricing and Hard Close Proposals SEC Approves an Amendment to the PCAOB’s Contributory Liability Rule SEC Settles With Nine Advisers for Marketing Rule Violations SEC Settles With Twenty-Six Firms for Widespread Recordkeeping Violations SEC Settles With Adviser for Hypothetical Performance Ad Continued Section 13 and 16 SEC Enforcement Sweep Leads to Civil Penalties Against Public Companies, Individuals, and Investment Managers SEC Charges 11 Institutional Investment Managers for Failing to Report Certain Securities Holdings SEC Charges Business Development Company With Custody Failures Supreme Court Allows Companies to Challenge More Regulations Fifth Circuit Vacates the SEC’s Rescission of Its Proxy Advisor Notice-and-Awareness Requirements Two Texas Federal Courts Suspend ERISA’s New Investment Advice Rule Redefining “Fiduciary” Prior Issues by Topic: Expand all Collapse all SEC Rulemakings » October 2024 SEC Announces Spring 2024 Regulatory Agenda SEC Adopts Amendments to Reporting Requirements but Drops Hotly Contested Swing Pricing and Hard Close Proposals SEC Approves an Amendment to the PCAOB’s Contributory Liability Rule July 2024 SEC and FinCEN Jointly Propose CIP Requirements for RIAs and ERAs SEC Adopts Significant Amendments to Regulation S-P Requiring Notification of Sensitive Customer Information Breaches, Service Provider Oversight January 2024 SEC Announces Fall 2023 Regulatory Agenda SEC Postpones Effective Date of Share Repurchase Disclosure Modernization October 2023 SEC Adopts Private Fund Adviser Rules July 2023 SEC Announces Spring 2023 Regulatory Agenda SEC Requires More Share Repurchase Disclosure April 2023 SEC Proposes Enhanced Safeguarding Rule for Registered Investment Advisers SEC Proposes Amendments to Regulation S-P to Further Safeguard Customer Information SEC Shortens Standard Settlement Cycle to T+1 January 2023 SEC Proposes Mandatory Swing Pricing Framework SEC Proposals Aim to Tackle Adviser Oversight of Service Providers SEC Adopts Amendments to Mutual Fund and ETF Shareholder Report Requirements SEC Updates Advertising Rules for Investment Companies and BDCs SEC Adopts Amendments to Form N-PX Regarding Proxy-Voting Disclosures for Registered Funds and Institutional Investment Managers SEC Amends Rules Relating to Rule 10b5-1 Trading Plans and Imposes Additional Disclosure Requirements July 2022 Proposed Amendments to the Funds Names Rule (Rule 35d-1) ESG Disclosures for Investment Companies and Investment Advisers SEC Requests Comment on Activities of Index Providers, Model Portfolio Providers and Pricing Services Unclogging the Plumbing—SEC Proposes to Shorten Securities Settlement Cycle to One Business Day (“T+1”) SEC Announces Spring 2022 Regulatory Agenda April 2022 SEC Proposes New Cybersecurity Risk Management Rules for Advisers and Funds SEC Proposes Long-Awaited Climate-Related Disclosure Rules for Public Issuers SEC Proposes Short Sale Disclosure Rules January 2022 SEC Proposes Changes to its 2020 Proxy Advice Amendments SEC Proposes New Disclosure Requirements for Stock Buyback Transactions SEC Proposes Amendments to Rule 10b5-1 Insider Trading Plans Proposed Updates to Securities Lending SEC Proposes Amendments to Money Market Fund Rules February 2021 SEC Overhauls the Framework Governing the Use of Derivatives by Regulated Funds The New Fund-of-Funds Rule: The Good, the Bad and the Ugly for Closed-End Funds and BDCs May 2020 The SEC Proposes a New Rule Regarding Fair Valuation Practices for Regulated Funds SEC Positioned to Adopt Rule Governing Regulated Funds’ Use of Derivatives and Other Transactions October 2019 Key Themes From Comments on SEC Proposals Regarding Securities Offering Reforms for Business Development Companies and Closed-End Investment Companies May 2019 Securities Offering Reform for Business Development Companies and Closed-End Investment Companies January 2019 The Proposed Fund of Funds Rule—A Good First Step that Merits Further Consideration October 2018 SEC Considers Derivatives Rule Re-Proposal Key Themes in Comments on SEC Proposals Regarding Standard of Conduct for Broker-Dealers and Investment Advisers June 2018 Proposed Interpretation of Adviser Duties Flies Under Radar Next to Headline-Grabbing Broker-Dealer Proposals BDCs Receive Long-Awaited Regulatory Relief—How Does It Work and Is It Enough? September 2017 The SEC’s Expanded Confidential Filing Review Process Should Include Investment Companies (and BDCs) SEC Taking Steps Toward Fiduciary Rule November 2016 Money Market Reforms Lay Potential Trap for the Unwary Corporate Treasurer Update on SEC Asset Management Rulemakings and Adoption of Liquidity Risk Management and Data Reporting Rules for Registered Funds September 2016 SEC’s Proposed Rule on Incentive-Based Compensation Arrangements Draws Criticism From the Fund Industry SEC Proposes Rule Requiring Investment Advisers to Prepare a Business Continuity and Transition Plan; Issues Guidance Update Reflecting Similar Expectations for Registered Funds May 2016 Industry Urges SEC to Consider Alternative Approaches to Derivatives Rule; Questions Appropriateness of Exposure Limits February 2016 Industry Advocates for Alternative Approach to Liquidity Management; Questions Whether Swing Pricing is Feasible SEC Derivatives Rule Proposal is Unworkable for Many Alternative Funds November 2015 SEC Proposes Minimum Liquidity Requirement for Open-End Funds; Raises Questions Regarding the Relationship Between Liquidity and Valuation September 2015 Simpson Thacher Comments on SEC’s Proposed Amendments to Investment Company Reporting Requirements June 2015 SEC Proposes Amendments to Registered Fund Reporting Requirements; Focus on Alternative Funds May 2015 SEC Proposal Would Require Listed Closed-End Funds to Disclose Hedging of Securities by Directors and Officers February 2015 Regulators Indicate Intention to Propose Risk-Based Regulatory Framework Based on Growth of Alternative Funds SEC Enforcement » October 2024 SEC Settles With Nine Advisers for Marketing Rule Violations SEC Settles With Twenty-Six Firms for Widespread Recordkeeping Violations SEC Settles With Adviser for Hypothetical Performance Ad Continued Section 13 and 16 SEC Enforcement Sweep Leads to Civil Penalties Against Public Companies, Individuals, and Investment Managers SEC Charges 11 Institutional Investment Managers for Failing to Report Certain Securities Holdings SEC Charges Business Development Company With Custody Failures July 2024 SEC Settles With Global Provider of Business Communication and Marketing Services for Cybersecurity Control Failures SEC Settles With Exchanges for Delayed Disclosure of Cyberattack SEC Settles With Adviser for Impermissible Joint Legal Fee Arrangement SEC Settles With Advisers for Marketing Rule Violations SEC Settles With Adviser for Recordkeeping Failures April 2024 SEC Fines Two Advisers for “AI Washing” SEC Settles With Adviser for Failing to Disclose Fee Arrangement With Influencer Related to ETF Launch January 2024 SEC Announces FY 2023 Enforcement Results and Trends October 2023 SEC Settles With Former Portfolio Manager for Causing Funds to Engage in Illegal Cross Trades SEC Marketing Rule Settlements Total 10 Before One-Year Anniversary of Compliance Date SEC Settles With ETF Adviser and Bars Founder for Fraudulent Conduct July 2023 Adviser Agrees to Pay $9 Million for Disclosure and Policies and Procedures Failures SEC Enforces First Liquidity Rule Case Against Investment Adviser and Fund Trustees SEC Settles With Adviser and Its Founder for Improper Trading Commonwealth Found Liable for Failing to Adequately Disclose Revenue Sharing Arrangement April 2023 Bloomberg Finance Fined $5M for Misleading Valuation Disclosures January 2023 Investment Adviser Fined Over Principal Account Trades and Cross Trades SEC Announces FY 2022 Enforcement Results and Trends October 2022 CCO Found Personally Liable for Compliance Failures Adviser Charged With Violations of Proxy Voting Rules Private Equity Fund Adviser Fined Over Fee Repayment Issues SEC Settles With Advisers for Conflict of Interest Claims July 2022 Adviser Charged for Misrepresenting ESG Review Process of Certain Mutual Fund Portfolio Holdings Adviser and Sub-Adviser Charged With Valuation Failures—Alleged Manipulation of Pricing Vendors’ Valuation of Odd-Lot Bonds SEC Settles With Adviser for Alleged Short-Selling Restrictions Violations April 2022 Cryptocurrency Lending Firm BlockFi Announces $100 Million Settlement With SEC and State Regulators Over Unregistered Sale of BlockFi Interest Accounts Adviser Charged With Failing to Disclose Conflicts of Interest Regarding 12b-1 Fees and Revenue Sharing Arrangements SEC Settles With Adviser for Alleged “Hedge Clause” Violations June 2018 New York Attorney General’s Investigation Into Actively Managed Mutual Funds Leads to Enhanced Disclosure to Retail Investors The SEC’s Share Class Selection Self-Reporting Initiative: A Creative Idea That Should Go Further September 2017 SEC Focus on BDCs Appears to be Increasing: OCIE Issues Examination Requests to Investment Advisers of BDCs February 2017 Recent SEC Actions Indicate Increased Focus on Valuation Issues Introducing the Investment Company Risk Assessment Tool: SEC Use of Big Data February 2016 OCIE Announces 2016 Examination Priorities; Builds Upon Past Initiatives November 2015 SEC Increasing Scrutiny of Cybersecurity Practices; NYSE Publishes Cybersecurity Guide Possibility of Requiring Advisers to Undergo Third-Party Inspections Gains Traction September 2015 SEC Statements and Recent Enforcement Actions Send Mixed Messages to CCOs Recent SEC Enforcement Actions Highlight the Importance of Establishing a Sound Section 15(c) Review Process for Advisers and Trustees May 2015 SEC and FINRA Report on Cybersecurity Sweep Examinations—Broker-Dealers Better Positioned than Advisers; SEC Issues Cybersecurity Guidance Update April 2015 SEC Announces Enforcement Action Regarding Failure to Disclose Conflict of Interest Created by Outside Business Activity February 2015 SEC Focusing on Alternative Funds SEC Guidance and Sweep Examination for Bond Funds SEC Staff Guidance » July 2024 SEC Issues Risk Alert on Marketing Rule April 2024 SEC Issues FAQs Related to Final Rule on Tailored Shareholder Reports January 2024 SEC Division of Examinations Announces 2024 Examination Priorities October 2023 SEC Division of Examinations Releases Process-Focused Risk Alert—Exam Selection and Typical Categories of Document Requests April 2023 SEC Staff Issues Reminder Regarding Differential Advisory Fees SEC Issues Regulation Best Interest Risk Alert January 2023 SEC Addresses Regulation S-ID Compliance Issues for Investment Advisers and Broker-Dealers SEC Extends Temporary Relief for Private Issuers of Fixed Income Securities July 2022 SEC Addresses Investment Adviser MNPI and Code of Ethics Compliance Issues January 2022 SEC Staff Release a Statement on Impending LIBOR Transition SEC Division of Examinations Issues Risk Alert on Fee Calculations Under the Advisers Act September 2020 The Case to Permanently Extend the SEC’s Temporary Co-Investment Relief to Allow “New Funds” to Participate in Follow-On Co-Investments May 2020 Summary of COVID-19 Relief for Regulated Funds October 2019 Lyfting Our Spirits: The SEC’s Reengagement With Section 3(b)(2) of the 1940 Act May Provide an Avenue for Non-Investment Companies to Obtain Clarity About Investment Company Act Status and Reduce Compliance Costs May 2019 Novel Co-Investment Application Filed—A New Approach to Resolving an Old Problem October 2018 The Evolution of Co-Investment Exemptive Orders and Why They Should Become Extinct SEC Chairman Jay Clayton Issues Reminder that Staff Guidance Is Nonbinding September 2017 European Union Reforms Could Disrupt U.S. Soft Dollar Practices; Industry Anxiously Waiting for the SEC to Act May 2017 SEC Publishes Risk Alert on Top Five Investment Adviser Compliance Issues Found During Inspections September 2016 SEC Questions Auditor Independence Under Loan Rule; Quickly Issues Temporary Relief May 2016 The SEC Grants Application for Broader, More Practical Co-Investment Relief SEC Guidance Update Provides Framework for Evaluating and Updating Risk Disclosure February 2016 SEC Staff Issues Distribution in Guise Guidance; Raises Questions Regarding Responsibilities of Advisers and Boards May 2015 SEC Divided on “Bad Actor” Waivers SEC Approves New and Complex ETFs and Streamlined Listing Process, But One Commissioner Voices Concerns February 2015 SEC Weighs in on Non-Transparent Actively Managed ETF Proposals SEC Remarks » July 2024 Division of Enforcement Deputy Director Lays Out Factors for Assessing Recent SEC Penalties January 2024 Commissioner Crenshaw Warns of Broadly Syndicated Loan Risk CCO Liability—Grewal Addresses the Proverbial Elephant in the Room October 2023 Chair Gensler Defends SEC’s Pace of Rulemaking in Senate Hearing July 2023 Chair Gensler Emphasizes Need for Crypto Regulation October 2022 SEC Enforcement Director’s House Testimony Signals the Division’s Priorities IM Director’s Conference Remarks on Division Priorities July 2022 Chair Gensler Directs SEC Staff to Consider Recommendations for Market Structure Changes Affecting Retail Investors SEC Emphasizes the Critical Importance of the General Standard of Auditor Independence and an Ethical Culture for the Accounting Profession April 2022 Chair Gensler Addresses Cybersecurity and Possible Regulatory Updates Birdthistle’s First Address as Director Hints at Possible Regulation to Come Director Birdthistle Questions Whether Section 36(b) Duty Is Being Honored SEC Addresses Evaluation of Materiality for Financial Reporting Errors January 2022 Commissioner Peirce Releases Statement Critical of New Disclosure Requirements Related to Fixed-Income Transactions; Staff Issues Second No-Action Letter Extending New Disclosure Requirements’ Compliance Date William Birdthistle Named Director of SEC’s Division of Investment Management February 2021 The SEC Under New Management—Outlook for 2021 and Beyond September 2020 Expanding Retail Access to Private Markets Through Regulated Funds: A Response to a Comment Letter From Securities Law Professors October 2019 Our Comment Letter on Ways to Expand Investor Access to Private Company Investments Through Registered Funds May 2019 After Nearly 50 Years, Fulcrum Fees Still Fall Flat January 2019 SEC Set to Explore Opening Investments in Private Companies to Retail Investors Looking Ahead to 2019 May 2017 Registered Fund Reforms Could Support the New SEC Chair’s Mission to Improve Capital Markets Access February 2017 The Impact of the Trump Administration on Regulation of Registered Funds and Their Sponsors by the SEC May 2015 Recent SEC Priorities Combine to Increase the Degree of Difficulty for Alternative Funds 2015 SEC Priorities and FY 2016 Budget Proposal Emphasize Examinations, Enforcement February 2015 “Distribution in Guise”—Financial Intermediaries’ Practices Under Review Industry Developments » July 2024 NYSE Proposes Rule Change to Exempt Registered CEFs From Annual Shareholder Meeting Requirements Key Takeaways for Fund Sponsors of Registered Funds Navigating ERISA’s New Investment Advice Rule April 2024 FinCEN Proposes AML Rules for Investment Advisers for the Third Time Natasha Vij Greiner Replaces William Birdthistle as Director of IM A Landmark Decision for the Cryptocurrency Markets—SEC Approves Spot Bitcoin ETFs January 2024 SEC Exam Sweep Probes Investment Advisers’ Use of AI July 2023 Republican AGs Threaten Major Asset Managers With Legal Action Over ESG April 2023 Trade Associations Submit Joint Letter to SEC Regarding Electronic Communications SEC Division of Examinations Announces 2023 Examination Priorities Adviser Files Exemptive Application to Permit an ETF Multi-Share Class Biden Uses First Veto to Defend DOL’s ESG Rule January 2023 DOL Issues Final Rule on ESG Investing and Proxy Voting ICI President Weighs in on SEC Regulatory Agenda July 2022 FINRA Explains Sales Practices Obligations for Alternative Funds SEC’s Crypto Assets and Cyber Unit Nearly Doubles in Size FINRA Issues Notice Regarding “Complex” Exchange-Traded Products Senate Confirms Two New SEC Commissioners Litigation » October 2024 Supreme Court Allows Companies to Challenge More Regulations Fifth Circuit Vacates the SEC’s Rescission of Its Proxy Advisor Notice-and-Awareness Requirements Two Texas Federal Courts Suspend ERISA’s New Investment Advice Rule Redefining “Fiduciary” July 2024 Supreme Court Issues Long-Awaited Regulatory Decisions Fifth Circuit Vacates the SEC’s Private Fund Adviser Rules October 2023 Grayscale Wins Lawsuit Against SEC Over Rejection of Bitcoin ETF Application Second Circuit Holds That Kirschner Syndicated Term Loans Are Not Securities July 2023 Class Action Suit Filed Over ESG in 401(k) Plans Collapse of Infinity Q Funds: Insurance Dispute for Infinity Q Underscores Significance of Warranty Statements SEC to Submit Amicus Brief on Whether Syndicated Term Loans are Securities SEC Obtains Judgments Against Former Trader and Portfolio Manager for Hedge Fund Valuation Fraud April 2023 Fifth Circuit Court of Appeals Affirms Lower Court’s Decision to Dismiss Shareholder Derivatives Suit Investor Sues Infinity Q Directors and Service Providers for Breach of Fiduciary Duties January 2023 Jury Orders Hedge Fund Founder to Pay $8.2 Million for Overvaluation Missteps RIA Prevails Against SEC in Court Over 12b-1 Fees Collapse of Infinity Q Funds: CCO, Investors, and Fund Reach Separate Settlements October 2022 Supreme Court Extends “Major Questions Doctrine” to Regulatory Rulemaking ICI Backs Nuveen in Closed-End Funds Appeal Federal Court Imposes Hefty Penalties on Adviser in Share Class Selection Case July 2022 Fifth Circuit Court of Appeals Vacates SEC Decision Questioning Constitutionality in SEC Procedure April 2022 SEC Wins Rare Jury Trial Against Adviser Over 12b-1 Fees Class Action Suit Filed in Connection With Mutual Fund Collapse January 2022 Mutual Fund Accused of Charging Excessive Fees for “Closet Indexing” Jury Finds NY Adviser Violated Anti-Fraud Provisions of Advisers Act September 2016 AXA Wins Section 36(b) Trial; Takeaways Include Potential Improvements for Your Section 15(c) Process September 2015 Second Circuit Decision Has Potential Implications for Purchasers of Loans Originated by National Banks SEC Loses First Round of Administrative Proceeding Regarding Use of “May” and Reliance on Advice from Compliance Consultants, Appeal Pending Ninth Circuit Decision Invites Plaintiffs’ Bar to Bring Claims Against Massachusetts Business Trusts, Trustees and Advisers for Violations of Fundamental Investment Policies February 2015 Novel Complaint in Excessive Fee Litigation—“Double-Charging” of Advisory Fees Prior Issues—Full Edition: 2024 October 2024 Registered Funds Regulatory Update July 2024 Registered Funds Regulatory Update April 2024 Registered Funds Regulatory Update January 2024 Registered Funds Regulatory Update 2023 October 2023 Registered Funds Regulatory Update July 2023 Registered Funds Regulatory Update April 2023 Registered Funds Regulatory Update January 2023 Registered Funds Regulatory Update 2022 October 2022 Registered Funds Regulatory Update July 2022 Registered Funds Regulatory Update April 2022 Registered Funds Regulatory Update January 2022 Registered Funds Regulatory Update 2021 February 2021 Registered Funds Alert 2020 September 2020 Registered Funds Alert May 2020 Registered Funds Alert 2019 October 2019 Registered Funds Alert May 2019 Registered Funds Alert January 2019 Registered Funds Alert 2018 October 2018 Registered Funds Alert June 2018 Registered Funds Alert February 2018 Registered Funds Alert 2017 September 2017 Registered Funds Alert May 2017 Registered Funds Alert February 2017 Registered Funds Alert 2016 November 2016 Registered Funds Alert September 2016 Registered Funds Alert May 2016 Registered Funds Alert February 2016 Registered Funds Alert 2015 November 2015 Registered Funds Alert September 2015 Registered Funds Alert May 2015 Registered Funds Alert February 2015 Registered Funds Alert By Last Name Show All A B C D E F G H I J K L M N O P Q R S T U V W X Y Z By Category Clear All Client Solutions Solution Anti-Discrimination and DEI Advisory Artificial Intelligence Corporate Governance Crisis Management Emerging Growth Companies Family Office Leveraged Finance National Security Regulatory Practice Privacy and Cybersecurity Private Equity Lifecycle Shareholder Activism Special Purpose Acquisition Companies (SPACs) Spin-offs Strategic Alternatives UP-C Structures Industries Industry Business and Professional Services Consumer Products Data Centers Defense Education Energy – Oil and Gas Energy – Power and Renewables Entertainment, Media and Sports Financial Services FinTech Healthcare and Life Sciences Industrials and Manufacturing Infrastructure Insurance and Reinsurance Metals and Mining Real Estate REITs Retail Sovereign Entities Technology Telecommunications Transportation Practice Practice Acquisition Finance Additional Firm Practices Alternative Capital and Private Credit Antitrust and Trade Regulation Antitrust and Trade Regulation – M&A Appellate Asia Litigation Asset Management M&A Backleverage and Investment-Backed Financing Banking and Credit Bankruptcy Litigation Capital Markets Complex Commercial Litigation Corporate Corporate – M&A Debt Derivatives Environmental Equity and Equity Linked ERISA Litigation Executive Compensation and Employee Benefits Exempt Organizations False Advertising Litigation Financial Institutions Fund Finance Fund Finance Practice Fund Transactions Funds Regulatory and Investigations Government and Internal Investigations High Yield Initial Public Offerings Insurance and Reinsurance Intellectual Property Litigation Intellectual Property Transactions International Disputes and Arbitration International Regulatory and Compliance Investment Funds Investment Grade Finance Labor and Employment Latin America Litigation Mergers and Acquisitions Mergers and Acquisitions Litigation Personal Planning Private Equity Private Funds Product Liability and Mass Tort Project Finance Public Company Advisory Practice Real Estate Real Estate Finance Registered Funds Registered Funds M&A Regulatory Advice Restructuring Securities Litigation Special Situations Sustainability and Environmental, Social and Governance (ESG) Tax Whistleblower and False Claims Act Office Office Beijing Boston Brussels Hong Kong Houston London Los Angeles New York Palo Alto São Paulo Tokyo Washington, D.C. 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