On Sept. 30, 2026, the U.S. Securities and Exchange Commission voted to propose two sets of amendments to rules under the Investment Advisers Act of 1940 (the Advisers Act) and the Investment Company Act of 1940 (the 1940 Act). The amendments are intended to expand retail investor access to private market strategies through regulated fund structures.

The first proposal (the Performance Fee Proposal) would expand registered investment advisers’ ability to receive performance-based compensation from registered management investment companies and business development companies (collectively, regulated funds). The second would modernize the interval fund framework and permit registered closed-end funds and business development companies (BDCs) to issue multiple share classes (the Interval Fund Proposal). Additionally, the SEC issued five notices under Rule 501(a)(10) of Regulation D seeking comment on further ways for individuals to qualify as accredited investors. Comments on each item are due in early December 2026, and none of the proposals are final as of the date of this GT Alert.

Click here to read the full GT Alert.

*Special thanks to Law Clerk/JD Tyler Wardwell˘ for contributing to this GT Alert. 

˘ Not admitted to the practice of law.

Tags: GT Insight
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Photo of Richard M. Cutshall Richard M. Cutshall

Richard M. Cutshall is Co-Chair of the firm’s Financial, Regulatory and Compliance Practice, Co-Chair of the firm’s Private Funds Group, and Co-Chair of the firm’s Investment Management Group. Rich has experience representing clients in a variety of investment management, general securities, and corporate

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Richard M. Cutshall is Co-Chair of the firm’s Financial, Regulatory and Compliance Practice, Co-Chair of the firm’s Private Funds Group, and Co-Chair of the firm’s Investment Management Group. Rich has experience representing clients in a variety of investment management, general securities, and corporate matters, including the representation of mutual funds, ETFs, and other funds registered under the Investment Company Act of 1940; fund and ETF independent directors; unregistered investment funds; federally registered, state registered, and federally and state exempt investment advisers; broker-dealers; and an array of public and private companies.

Rich represents investment adviser clients at all stages of their life cycle, from concept and formation through registration, daily operation through wind-down and exiting the business, including representing investment adviser clients on both the buy-side and sell-side in M&A transactions. He also represents clients in all aspects of investment company practice, including organizing and forming new funds and ETFs, registering mutual funds and ETFs with the SEC, and the acquisition and merger of public funds.

In the course of representing investment advisers and public and private funds, Rich advises Greenberg Traurig’s clients on all aspects of securities regulatory compliance, particularly including new and existing SEC rules; SEC examination, regulatory, and investigative initiatives and sweeps; the SEC’s proposal, adoption, and implementation of new regulations, such as the recently rewritten investment adviser marketing rule; and finding compliance solutions related to the regulatory scheme applicable to investment advisers and investment funds, including implementing both novel and long-standing SEC regulatory guidance and interpretations. He also advises clients on the day-to-day aspects of corporate governance, board and adviser fiduciary responsibility, and SEC compliance, as well as assisting clients in all aspects of SEC and other regulatory examinations.

Rich has given presentations on and assists a variety of investment management clients with their compliance with anti-money laundering laws, and has performed annual independent third party audits of several clients’ anti-money laundering policies, programs and controls.

Rich also has experience representing clients in many industries in the sale or acquisition of businesses, formation of corporate entities, sophisticated contract negotiations, and in obtaining, renewing and renegotiating the terms of financing business operations. He routinely works with clients’ chief executive officers, chief financial officers, directors, and in-house general and assistant general counsels, including occasionally working from clients’ corporate headquarters upon request. Rich works with corporate and finance clients of all sizes, from startup family-run businesses and entrepreneurial endeavors to Fortune 500 clients. He also has experience representing clients across many industries, including health care, data management, retail product display and advertising design and manufacturing, industrial manufacturing, and real estate management and brokerage industries.

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Photo of Arthur Don Arthur Don

Arthur Don has more than 45 years of experience representing public and private investment companies, money managers and investment advisers, mutual funds and their independent directors, private investment funds (including private equity funds and real estate funds), and broker-dealers. His practice focuses on…

Arthur Don has more than 45 years of experience representing public and private investment companies, money managers and investment advisers, mutual funds and their independent directors, private investment funds (including private equity funds and real estate funds), and broker-dealers. His practice focuses on regulatory structuring and compliance matters, governance, and sophisticated securities matters and transactions.

Throughout his career, Arthur has represented some of the nation’s most well-known and successful investment managers. His decades-long experience in the investment management arena enables him to provide bespoke counseling and strategies.

In addition, Arthur has represented issuers and underwriters in numerous public offerings. He frequently advises on independent director fiduciary duties and compliance policy issues and the implementation of ESG (Environmental, Social, and Governance) principles.

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Photo of Rachel Edwards Rachel Edwards

Rachel C. Edwards is a member of the Corporate Practice in Greenberg’s San Diego office and represents private clients in a variety of corporate and securities matters with a focus on ongoing securities compliance and reporting obligations under the Investment Company Act of…

Rachel C. Edwards is a member of the Corporate Practice in Greenberg’s San Diego office and represents private clients in a variety of corporate and securities matters with a focus on ongoing securities compliance and reporting obligations under the Investment Company Act of 1940, corporate governance, and general transactional matters. Rachel has experience representing federally and state registered investment advisers, exempt reporting advisers, broker-dealers and private funds, providing guidance on formation and registration, corporate securities matters, and ongoing SEC and state-based compliance.

Rachel’s corporate practice also extends to counseling startup and private companies throughout their life cycle, including guiding clients through the formation process, managing their capitalization tables, assisting with seed and preferred stock financings, preparing and filing state securities filings, and advising clients with day-to-day corporate governance. Rachel has also helped clients navigate complex financings, including Regulation A, Regulation “CF” crowdfunding, and Regulation D offerings.

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