Boost Fund Marketing Activities

Over the past few weeks, we’ve shared several updates about the evolving regulatory landscape around fund marketing, particularly the SEC’s recent no-action letter on Rule 506(c) and its updated guidance on performance presentation under the Marketing Rule FAQs.

We’ve received significant interest and questions from fund managers, so we’re consolidating the key takeaways here. This post outlines what has changed, what it means for GPs, and how AnchorPoint can support more effective and compliant marketing efforts.

What’s Changed

Two recent developments have significantly expanded what’s possible for fund marketers.

1. 506(c) No-Action Relief

The SEC’s no-action letter now permits fund managers to accept self-certified accredited investors without third-party verification, provided certain conditions are met. One critical condition is that the investor must make an investment that meets specific minimum thresholds:

• $200,000 for an individual / $300,000 for a married couple

• $5 million for an entity

This approach makes self-certification viable only when the investment itself signals sufficient financial commitment. It removes a major compliance burden and makes 506(c) more practical for managers who previously avoided it due to the verification challenges.

2. Updated Marketing Rule Guidance

The SEC has also clarified how performance data may be presented in marketing materials. Under the new guidance:

• Fund managers may show gross-only performance for individual deals or subsets, as long as total portfolio gross and net performance are also disclosed with equal prominence

• Gross performance metrics such as Sharpe ratio, volatility, or yield do not require net equivalents, provided that overall portfolio performance is disclosed

• All data must be clearly labeled, cover consistent time periods, and be presented fairly and without misleading implications

This flexibility allows GPs to highlight standout performance without the operational burden of recalculating net numbers for every individual metric.

What This Means for Fund Managers

For managers who have defaulted to Rule 506(b) because 506(c) seemed too risky or administratively burdensome, this is a good time to revisit that decision. The SEC’s no-action relief allows fund managers to rely on investor self-certification, provided investment thresholds are met.

One important strategic consideration is that once a manager begins marketing under 506(c), it is not possible to revert to 506(b) for the same offering. For that reason, many GPs may choose to begin under 506(b) and transition to 506(c) only if additional outreach or public marketing becomes necessary.

Even for those remaining under 506(b), the updated Marketing Rule FAQs offer significant benefits, allowing managers to:

• Present more meaningful gross performance metrics

• Highlight extracted deal-level performance

• Avoid the need to generate net equivalents for every statistic

Whether a fund manager chooses to rely on 506(c) or continue under 506(b), the current guidance offers meaningful opportunities to modernize investor communications and improve capital-raising efficiency.

How AnchorPoint Helps

AnchorPoint helps fund managers implement these changes strategically by enhancing both fund documentation and marketing infrastructure. Services include:

• Updating PPMs, LPAs, and subscription agreements to align with 506(c) no-action relief

• Designing onboarding and compliance workflows that support mid-raise strategy shifts

• Reviewing pitch decks and performance materials for Marketing Rule compliance

• Drafting disclosures for use by promoters and referral partners

• Training IR and compliance teams on best practices under both 506(b) and 506(c)

The objective is to help GPs raise capital more effectively while maintaining regulatory integrity.

Final Thoughts

The SEC’s recent guidance gives fund managers more flexibility than ever. For GPs who previously viewed 506(c) as unworkable, now may be the time to reconsider, particularly if expanding the investor base or increasing visibility is a priority.

Even managers who continue to rely on 506(b) can take advantage of new flexibility in how performance data is presented, making marketing efforts more effective and efficient.

Note: This summary focuses on U.S. federal securities law. Fund managers should also ensure compliance with applicable state securities regulations and, when marketing to non-U.S. investors, with requirements in offshore jurisdictions.