# Federal Register #2026-20474

SEC proposal to revise investment adviser performance-based compensation rules

**Buyer:** Securities and Exchange Commission
**Posted:** October 06, 2026
**Respond By:** December 08, 2026
**Identifier:** 2026-20474

The Securities and Exchange Commission (SEC) is proposing changes to rules for investment advisers’ performance-based compensation.
- **Government agency:** Securities and Exchange Commission (SEC); no sub-agency or office is identified.
- **Proposal:** Subject to conditions, allow investment advisers to charge performance-based compensation to registered management investment companies and business development companies, collectively described as regulated funds.
- **Disclosure:** Require regulated funds to separately disclose all performance-based compensation paid to their investment advisers.
- **Qualified client definition:** Expand it to include investors who meet the accredited investor definition under Regulation D, with conforming changes to related rules and forms.
- **Procurement items:** No products, services, quantities, part numbers, OEMs, or vendors are identified. This is a proposed regulatory rule, not a procurement opportunity.

### Description

The Securities and Exchange Commission proposes amendments to the Investment Advisers Act rule governing registered investment advisers’ performance-based compensation. The proposal would expand, subject to conditions, advisers’ ability to receive this compensation from registered management investment companies and business development companies. It would require separate disclosure of performance-based compensation paid by regulated funds and revise the “qualified client” definition to include investors meeting the accredited investor definition under Regulation D. The proposal also includes conforming amendments to other rules and forms that reference the qualified client definition.

[View original listing](https://www.federalregister.gov/documents/2026/10/06/2026-20474/investment-adviser-performance-based-compensation-modernization)