Overview of Relevant Terms and Prohibited Activities for Closed‑End Fund Managers in the SEC’s Private Fund Rule Proposal (Part One of Two)

In February 2022, the SEC issued proposed private fund reforms (Proposal) that, if adopted as written, will significantly affect the regulation of private funds and their advisers. To address the implications of the Proposal for closed-end funds, Dechert recently hosted a webinar discussing the Proposal that featured partners Sonia R. Gioseffi, Kenneth Rasamny, Michael L. Sherman and Ari M. Zak. This first article in a two-part series examines key features of the Proposal and its potential impact on the operations of closed-end fund managers, including preferential terms in side letters; clawbacks of carried interest; fee and expense allocations; and broader liability standards. The second article will highlight enhanced reporting requirements for closed-end fund managers before suggesting practical steps that fund managers can take to prepare for adoption of the final rules. See our two-part series: “SEC’s Proposed Amendments to Form PF and Advisers Act Introduce Uncertainty, Increase Burden on Compliance Staff” (Mar. 15, 2022); and “Quarterly Reporting Requirements and Prescriptive Prohibited Activities in the SEC’s Proposed Amendments to the Advisers Act” (Mar. 22, 2022).

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