2025 SEC exam priorities & key compliance dates

A new administration beginning in 2025 will likely change the SEC’s rulemaking and enforcement posture, but private fund managers are still preparing for the Division of Examinations’ (EXAMS) current priorities. Whatever the future holds, continued preparedness, diligence, and agility will be needed.

In 2024, the SEC focused heavily on “sweeps” to identify and penalize firms that were out of compliance with a variety of regulations. While the Commission didn’t have the Private Fund Adviser Rules (PFAR) to enforce, it focused on other rules, including the Marketing Rule, core recordkeeping requirements, and public disclosures.

According to the FY 2025 SEC Examination Priorities, EXAMS’ priorities are largely the same as in previous years. Best practice is for private fund managers and investment advisers to have strong, proactive compliance programs in place to address the fundamentals, like recordkeeping, and ongoing priorities, like the risk of off-channel communications.

We’re all aware, though, that we’re headed for a new administration. President-elect Donald Trump announced he intended to nominate former SEC commissioner Paul Atkins as the SEC Chair. Atkins is known to be pro-business, a proponent of a lighter-touch regulatory approach, and pro-cryptocurrency.

Industry professionals anticipate numerous changes in enforcement under Atkins, including new and additional guidance from the SEC, less severe sanctions for some violations, and decreased focus on certain rules, according to ALM | Think Advisor. It’s possible that EXAMS under Atkins will focus more on providing guidance rather than enforcement.

2025 SEC exam priorities for private fund managers

The 2025 Exam Priorities lay out several distinct issues for advisers to private funds:

1. Whether an adviser’s disclosures are consistent with its actual practices.
2. Whether an adviser meets its fiduciary obligations in times of market volatility or interest rate fluctuations.
3. The accuracy of calculations and allocations of private fund fees and expenses at both the fund and investment levels.
4. The disclosure of conflicts of interests and risks, and the adequacy of policies and procedures.
5. Compliance with recently adopted SEC rules to assess whether advisers established adequate policies and procedures and whether the adviser’s actual practices conform to them.

Sidley noted in its October 2024 update that the EXAMS section dedicated to advisers to private funds might indicate the SEC is looking for a way to meet the objectives of PFAR after the Fifth Circuit vacated the rules.

The Marketing Rule

The SEC’s Marketing Rule has caused considerable stress in the past few years. The SEC changed its definition of advertisement to include two prongs, added new disclosure requirements, and changed the recordkeeping requirements. Since the rule went into effect, the SEC has watched closely for violations and, in an ongoing sweep, charged several registered investment advisors for Marketing Rule violations.

In the 2025 Exam Priorities, EXAMS intends to review private fund advisers’ compliance with recently adopted SEC rules, including amendments to Form PF and the rules governing investment adviser marketing, to assess whether advisers have 1) established adequate policies and procedures and 2) whether their actual practices conform to them.

Off-channel communications

In recent years, the SEC has cracked down on off-channel communications — those sent outside of a firm-captured device or a firm-approved communications platform. The Commission brought its first enforcement action against a standalone private fund manager in 2024 for not following its own policies and not maintaining required Books and Records, among other charges. Later in 2024, 26 firms agreed to pay combined civil penalties of $392.75 million for Recordkeeping violations based on longstanding use of off-channel communications.

The SEC’s message remains clear: it expects advisers to establish proactive compliance programs in which they craft adequate policies, educate and engage all stakeholders across the firm, and monitor and uphold those policies.

Routine disclosures

Given the number of changes to routine disclosure requirements, it can be difficult for legal and compliance professionals to avoid accidental errors. However, the SEC expects advisers to place a particular focus on routine public disclosures, such as Form PF, Schedules 13D & G, Form 13F, and Form 13H for large traders. In December 2024, the SEC settled with seven advisers who repeatedly failed to file annual Form PF reports for total civil penalties of $790,000.

AI and cybersecurity

The SEC intends to continue closely monitoring advisers’ cybersecurity and AI use. EXAMS will review advisers’ cybersecurity-related practices and procedures to determine whether they reasonably manage information security and operational risks. The Commission will also continue to consider cybersecurity risks associated with third-party products, services, sub-contractors, and any other IT resources.

Key 2025 compliance dates for private fund advisers

February 14

• Form 13F: Due for managers that exercised investment discretion over $100 million or more of non-control positions in Section 13(f) securities at any month-end during 2024.
• Form 13H: Due for large traders handling transactions in U.S. exchange-listed securities and options above specified thresholds.
• Schedule 13G: Beneficial ownership information reports applicable to certain qualified institutional investors who have more than 5% beneficial ownership of a class of registered equity securities as of the previous calendar quarter-end.

March 1

• Form PF: Due for all SEC-registered investment advisers that manage any number of private funds with at least $150 million in private fund AUM as of the adviser’s most recent fiscal year-end. Due for large hedge fund advisers with a December 31 fiscal year-end.
• CFTC Exemption Filings: Due for managers that filed certain CFTC exemptions from commodity pool operator registration covering funds engaging in CFTC-regulated hedging or swap activities.

March 12

• Form PF Compliance Date: Updated Sections 1 and 2 of Form PF go into effect. Any filing after 3/12/25 must be with the amended version of Form PF.

March 31

• Form ADV: Annual amendments for registered and exempt reporting advisers due.

April 30

• Form PF: Due for private equity and real estate fund managers that file on an annual basis.
• Audited Financial Statements: Private fund advisers relying on the audit exception to the Custody Rule — other than funds of funds — must provide investors with audited financial statements.

May 15

• Form 13F: Updates due for managers that exercised investment discretion over $100 million or more of non-control positions in Section 13(f) securities at any month-end during 2024.
• Schedule 13G: Beneficial ownership information reports applicable to certain qualified institutional investors who have more than 5% beneficial ownership of a class of registered equity securities as of the previous calendar quarter-end.

May 30

• Form PF: Due for large hedge fund advisers.

June 30

• Audited Financial Statements: Funds of funds relying on the audit exception to the Custody Rule must deliver audited financial statements to investors.

August 14

• Form 13F: Updates due from managers that exercised investment discretion over $100 million or more of non-control positions in Section 13(f) securities at any month-end during 2024.
• Schedule 13G: Beneficial ownership information reports applicable to certain qualified institutional investors who have more than 5% beneficial ownership of a class of registered equity securities as of the previous calendar quarter-end.

August 29

• Form PF Compliance Date: Due for large hedge fund advisers, which must transition to calendar quarterly reporting for the quarter ending June 30, 2025.

September 2

• Form NP-X: Due for managers that file Form 13F, requiring reporting of the manager’s “say-on-pay” proxy votes for the 12 months preceding June 30.

November 14

• Form 13F: Updates due from managers that exercised investment discretion over $100 million or more of non-control positions in Section 13(f) securities at any month-end during 2024.
• Schedule 13G: Beneficial ownership information reports applicable to certain qualified institutional investors who have more than 5% beneficial ownership of a class of registered equity securities as of the previous calendar quarter-end.

November 29

• Form PF: Due for large hedge fund advisers.

December 3

• Regulation S-P: Due for registered investment advisers with $1.5 billion or more AUM.

Sources:

• Kirkland & Ellis – Private Fund Manager U.S. SEC / CFTC Compliance: 2025 Key Dates
• Day Pitney -Annual and Periodic Reporting and Compliance Requirements Applicable to Investment Managers
• Dorsey & Whitney -2025 Private Funds Compliance Calendar