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.

The SEC’s recent no-action letter has made Rule 506(c) a more attractive alternative to Rule 506(b). While 506(c) has always been available, many fund managers have preferred 506(b) due to the burdensome investor verification requirements. The recent no-action letter has eased compliance by providing limited flexibility in accredited investor verification, particularly when a minimum investment threshold is met. This change makes it easier for investor relations teams to actively market their funds and allows emerging fund managers to reach a broader audience without relying on costly placement agents. However, just because fund managers can market their funds more freely doesn’t mean they can do so without restrictions. While Rule 506(c) provides more flexibility in how fund managers solicit investors, they must still adhere to SEC regulations to remain compliant.

Marketing private funds to investors requires fund managers to navigate a complex regulatory landscape. In the United States, a large set of laws, rules, regulations and guidelines regulates the marketing of private funds, and ensuring compliance is critical to avoid regulatory penalties and protect investor relationships.