As the regulatory landscape continues to evolve, firms in the private capital space are navigating a unique moment,  marked by subtle shifts in examination priorities, evolving guidance and internal uncertainty within the SEC itself. In a recent webinar hosted by Cash and Carried, Silver’s CEO, Fizza Khan, joined a panel of industry experts to unpack what’s on the horizon for private fund managers and how firms can best position themselves for what’s next.

A video of the full webinar is below, along with key takeaways from the discussion:

📽️ Click to view video

Key Takeaways from the Discussion:

1. No Dramatic Shift, But Stay Alert: SEC Exam Priorities Still Matter

While this year’s SEC exam priorities didn’t reveal sweeping changes, firms should not become complacent. The focus remains on investor protection and longstanding areas of scrutiny – particularly in private funds. Key among them: how fees and expenses are allocated and disclosed.

2. Fee and Expense Allocation: Documentation is Everything

Fees and expenses continue to be a top SEC concern because they directly impact investor outcomes. For managers to stay compliant they should:

• Maintain detailed documentation around how and why allocations are made.
• Ensure that references to fund organizational documents are clear and traceable.
• Make it a firm-wide process: compliance, investment and finance teams all play a role.
• SEC examiners are taking a close look at how these decisions are made and vague justifications won’t cut it. Proper documentation not only supports the “why” behind your allocation – it lends credibility to the process itself.

3. Minor Communications, Major Implications

Seemingly minor electronic communications (emails, Slack messages, chat platforms, even text messages) are increasingly part of the SEC’s books and records expectations. Recent cases show that firms can face enforcement action over informal or undocumented communications related to decision-making.

Fund managers, if you have done yet done so, now is the time to:

• Review your communication platforms.
• Develop a centralized process for archiving relevant discussions.
• Train teams on what qualifies as a “business record” under SEC scrutiny.

4. Regulatory Morale and the Trump Administration’s Impact

The panel touched on internal uncertainty within the SEC itself. Cuts to staffing, particularly within the
Private Funds Unit, have caused concern, with some insiders worried about job security. While enforcement actions may scale back in volume, the expectation to comply with existing regulations remains strong.

Don’t mistake a quieter enforcement environment for a lack of scrutiny. As Fizza noted, “Regulations still exist, and we must comply.” 

5. New Guidance on Rule 506(c): Room to Advertise, If Done Right

New guidance around Rule 506(c) offers potential flexibility for private fund managers. Historically, advertising has been off-limits due to the private nature of these offerings. But under this updated interpretation, managers may be able to market more broadly, as long as certain safeguards are in place.

This could open the door for funds to reach new investors without violating their private placement status. The key is understanding the rule thoroughly and staying within its boundaries.

In short, the private capital landscape in 2025 is anything but static. From fee transparency to internal communications and shifting enforcement dynamics, the expectations are clear, even when the signals from Washington are not.

If you have questions about how your firm can strengthen its compliance posture amid these changes, reach out to Silver’s Compliance Team at [email protected].