Private Fund Insights Blog

In March, we discussed how net asset value loans are an effective and versatile tool for private investment fund managers, the use of which has ballooned in recent years. In response, the Institutional Limited Partners Association recently released guidance outlining best practices for both fund managers and LPs in approaching NAV loans. This post highlights key takeaways from ILPA’s guidance for consideration by fund investors and managers.

Potential Risks

While the ILPA guidance highlights a variety of beneficial use cases for NAV loans, it also warns they can create ...

Yesterday, a three-judge panel of the United States Court of Appeals for the Fifth Circuit unanimously vacated the Private Fund Adviser Rules adopted by the Securities and Exchange Commission (which we previously summarized) in their entirety, holding that the SEC exceeded its statutory authority in adopting the PFA Rules in August of 2023. The case was brought against the SEC by a group of industry associations that represent the interests of fund managers and investment sponsors. It is possible that the SEC will seek rehearing en banc by the Fifth Circuit or petition the Supreme ...

Loans to private investment funds based on the net asset value of their respective portfolio investments (that is, total assets of such a fund less its liabilities) have become dramatically more popular in recent years, as have similar arrangements structured as senior equity rather than debt. NAV loans have existed for more than a decade, and their increased use coincides with growth in the private investment funds industry and related expansion in demand for capital solutions. This post provides background information on NAV loans, discusses key issues for consideration by fund ...

Yesterday, the United States Securities and Exchange Commission (the “SEC” or the “Commission”) Division of Examinations released its examination priorities to inform market participants of the key topics and priorities that the SEC plans to focus on when conducting examinations on SEC-registered investment advisers, investment companies, broker-dealers, transfer agents, municipal advisers, securities-based swap dealers, clearing agencies and other self-regulatory organizations in the coming year.

This article summarizes upcoming examination ...

On August 23, the United States Securities and Exchange Commission (the “SEC” or “Commission”) adopted rules and rule amendments (the “PFA Rules”) under the Investment Advisers Act of 1940 (the “Advisers Act”) that impose new requirements and obligations on investment advisers to private funds. In our prior blog post on the PFA Rules, we briefly summarized the SEC’s additions to the regulatory landscape for private funds. This blog will focus on one aspect of the PFA Rules – how registered investment advisers must report on fees, expenses and performance on a ...

Yesterday, the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) adopted rules and rule amendments (the “PFA Rules”) under the Investment Advisers Act of 1940 (the “Advisers Act”) that impose new requirements and obligations on investment advisers to private funds.¹ The Commission’s adoption of the PFA Rules, which were initially proposed in early 2022, follows an extensive period of commentary from across the private fund industry.

Robinson Bradshaw attorneys are reviewing the SEC’s 660-page Release announcing the PFA Rules, and ...

After the 2008 financial crisis, the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) introduced the Form PF (Private Fund), which the SEC intended to serve as a tool for monitoring and assessing systemic market risks posed by private funds. Since 2011, following the Dodd-Frank Act (“Dodd-Frank”), the SEC has required certain investment advisers to file a Form PF with the agency to report information about the private funds they manage. As mandated by Dodd-Frank, Form PF provides the SEC and the Financial Stability Oversight Council (“FSOC” ...