On February 6, 2024, the SEC adopted final rules (Rules) updating the definitions of “dealer” and “government securities dealer” under the Securities Exchange Act of 1934 (Exchange Act). Section 15(a)(1) of the Exchange Act makes it unlawful for a “dealer” to effect securities transactions without first registering as such with the SEC; Section 15C similarly prohibits “government securities dealers” from effecting transactions in government securities without first registering. Because the SEC declined to exclude registered investment advisers or private funds from the scope of the new definitions, hedge fund managers must assess whether any of their funds now qualify as dealers and thus may be required to register as such. The Rules took effect April 29, 2024, with a compliance deadline of April 29, 2025. This second article in our two-part series explores what hedge fund managers should do in the wake of the new dealer definition, including which hedge funds may fall under that definition and the options available to the managers of such funds. The first article discussed the Rules, how they differ from the rules originally proposed in April 2022 and the SEC Commissioners’ individual views on the rulemaking. See “SEC’s Proposed Dealer Rules Would Capture Certain Private Funds” (Jun. 2, 2022).