On February 9, 2022, the Securities and Exchange Commission (the “SEC”) voted 3 to 1 (Commissioner Peirce dissenting) to propose new rules and amendments under the Investment Advisers Act of 1940 (Advisers Act) that would impose significant new requirements on investment advisers to hedge funds, private equity funds and certain other private funds. The proposal represents a significant expansion of the SEC’s regulation of private fund advisers and, if implemented as proposed, would fundamentally alter how private fund advisers and investors in private funds—typically institutional investors, pension plans and high-net-worth individuals—structure their relationships.