June has a way of stacking regulatory deadlines right when everyone’s already half checked out for the summer. This year, the one with a hard date is the SEC’s higher bar for charging performance fees, which takes effect on the 29th. The rest sets the tone for the back half of the year. 

Washington spent the month trying to get private equity and real estate in front of 401(k) money, the long-stalled crypto market structure bill finally cleared a path to the Senate floor, and a privacy rule that smaller advisers had been treating as a big firm problem became their problem too. Add quarterly taxes coming due under a freshly rewritten code, and you’ve got a month that earns a few minutes of your attention before sitting by the pool.

New Qualified Client Thresholds Take Effect June 29

Charging a performance fee gets more expensive on June 29. That’s the day the SEC’s revised qualified client thresholds under Rule 205-3 take effect and raise the bar an investor must clear before collecting carried interest or an incentive allocation.

What Changed and Who It Hits

Two thresholds just went up under Rule 205-3 of the Advisers Act. To charge a client a performance fee, you now need $1.4 million of their assets under management, up from $1.1 million, or proof that their net worth exceeds $2.7 million, up from $2.2 million. The bump comes from SEC Release No. IA-6961 on April 28 and is just Dodd-Frank’s five-year inflation catch-up. It only touches deals signed on or after the 29th, so anyone already in your fund keeps the old standard.

Why You Can’t Let This Slide

The catch is the 3(c)(1) fund, where every investor has to clear the bar, and one who doesn’t can wipe out the incentive allocation for everyone. Update your subscription docs and questionnaires before you leave, and keep both numbers on the form through the 28th so you can still onboard at today’s threshold. It’s easy to do and easy to forget, usually until it surfaces mid-capital call. And if you charge performance fees, you’re likely under the custody rule too, so the annual audit and that surprise custody exam lean on the same records anyway.

The 401(k) Door to Private Markets Cracks Open

The story most likely to change how you raise money this year comes from the Labor Department. On June 1, it closed comments on a rule that would let 401(k) plans add private equity, private credit, and real estate to their menus.

Where the Rule Came From

The proposal landed on March 30 and answers Executive Order 14330, signed last August as Democratizing Access to Alternative Assets for 401(k) Investors. Morrison Foerster sees a path into the $13 trillion held in these plans, with the SEC also rethinking who counts as an accredited investor. But nothing’s final, and there’s no start date, so your fund isn’t landing on a menu tomorrow.

An Audit Problem Long Before a Sales Problem

These plans care about five things: performance, fees, liquidity, valuation, and benchmarks. For a smaller manager, that’s a valuation and reporting question long before it’s a sales one. Get the records and the marks right now, and a plan fiduciary can say yes later.

Crypto Market Structure Reaches the Senate Floor

A bill sitting on the Senate calendar is not a law, and treating it like one is how a fund ends up restructuring twice. The Digital Asset Market Clarity Act is closer than it’s ever been, but it still has a way to go.

The Bill’s Remaining Hurdles

On June 1, the Senate put the act on its calendar as No. 423 and cleared H.R. 3633 for floor debate, a week after the Banking Committee moved a revised text. A lot still stands between that and the president’s desk. The Senate version has to be squared with the Agriculture Committee’s companion bill, survive a 60-vote floor vote, then match up with what the House already passed. And the old fights, from token taxonomy to DeFi and stablecoin yield, are still unsettled.

What Governs You Today

Until it passes, you’re bound by the rules already on the books. The joint SEC and CFTC interpretation from March 17 covers how securities laws apply to certain crypto assets, so build on that. Sort your tokens into the three buckets the bill proposes: digital commodity, security, and stablecoin, so you’re ready to move if it clears, and keep operating under today’s guidance until then. Congress doesn’t put your audit and tax work on hold, and the Section 475(f) mark-to-market election is still one of the sharpest tools a trader’s got.

Regulation S-P Now Reaches Smaller Advisers

The SEC’s updated privacy rule has applied to the big firms since December, and as of June 3, it covers everyone else. Smaller advisers who watched the larger shops work through this now face the same rules, and examiners don’t grade on firm size. Two things matter from here: building the program the rule asks for, and not confusing it with one that didn’t survive.

What the Rule Now Asks of You

Any adviser under $1.5 billion in assets is now held to the same standards the biggest firms adopted months ago. You need a written incident response plan and a duty to notify anyone whose information gets exposed, and it covers the data you already hold on every investor: tax IDs, K-1 details, bank and wire instructions. Gibson Dunn notes that examiners have started testing for this. So, a policy full of vague assurances now reads as a deficiency.  

The One Mix-Up Worth Avoiding

Plenty of managers confuse this with the custody Safeguarding proposal, and the difference matters. That one ended when the SEC withdrew it last June, so anyone treating Regulation S-P as equally stalled is reading the wrong headline. This rule is on the books and enforceable today, and an examiner can show up and ask to see your program with no warning and no patience for a firm that meant to get to it.

Q2 Estimated Taxes Came Due Under New Rules

Your June 15 payment was the first under the 2025 tax law, which kicked in for tax years starting after December 31. Some of the changes help you, some just shuffle money around, and nearly all of them land on the partners, not the fund.

What Changed in the Code

The good news is interest. Section 163(j) ties the deduction back to EBITDA, so a leveraged fund can usually write off a lot more of what it pays to borrow. Big purchases got easier too, with full expensing under Section 168(k) now permanent, a real win for real estate and anything equipment heavy that used to depreciate over years. The state side was calmer than feared, too: the SALT cap holds at $40,000 through 2029, and the workaround that lets the fund pay state tax at the entity level survived intact.

Why One Estimate Won’t Cover Everyone

This is the part that burns people. A fund owes no tax itself; the bill passes straight to the partners, and no two of them are in the same spot. A GP, a passive LP, a founder, and an overseas investor each get taxed differently, so one blended estimate leaves somebody short and hands somebody else an interest-free loan to the IRS. Foreign LPs show why it matters most: instead of trusting them to pay from abroad, the fund withholds on their U.S. income under Section 1446, due on that same June date.

Don’t Let June’s List Follow You Into July

None of the above is complicated once you sit down and digest it. The trouble is timing, because these things never land at a good moment and never land one at a time.

At Michael Coglianese CPA, P.C., we’ve spent more than 30 years auditing and advising alternative investment clients across five continents, with former regulators and Big Four professionals on the bench to help take that off your plate:

• Audits & Assurance: Explicitly built for alternative investment firms, not retrofitted from corporate templates. We know your compliance requirements inside out and deliver clean audits that hold up when regulators come knocking.
• NFA Regulatory Compliance & Consulting: The NFA and CFTC don’t mess around, and neither do we. If you’re dealing with commodities, we’ll keep you compliant without the usual regulatory stress eating into your day.
• Tax Preparation: You can’t get anyone at the IRS on the phone right now. Good thing we already know how to handle your K-1s, performance allocations, and whatever complex structure you’re running.
• Audit, Tax & Regulatory Support for Crypto Entities: Crypto just went from niche to normal overnight. If you’re trading, mining, or running a fund, we know the rules (even the ones they’re still writing).
• Industry-Specific Advisory: We’ve spent decades serving alternative investment firms, from hedge funds to private equity to real estate. Get personalized solutions from advisors who speak your language and understand your specific challenges.

Contact us today to learn more.