Considerations and Practical Tips for Closed‑End Fund Managers to Navigate the SEC’s Private Fund Rule Proposals (Part Two of Two)

When the SEC proposed new private fund reforms (Proposal) in February 2022, fund managers were put on notice of the likelihood that significant changes are coming to the industry. What form those reforms take, however, remains something of a mystery, as the SEC continues digesting industry feedback gathered during the comment period. Nonetheless, fund managers can continue wrapping their arms around the various requirements in the Proposal and taking certain steps to prepare for final rules in the future. To assist with those efforts, Dechert hosted a webinar on the Proposal’s impact on closed-end fund managers that featured partners Sonia R. Gioseffi, Kenneth Rasamny and Michael L. Sherman. This second article in a two-part series highlights enhanced reporting requirements for closed-end fund managers, along with suggesting practical steps that fund managers can take now to prepare for adoption of the final rules. The first article examined 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. See our three-part series on the Proposal: “Overview of the Proposal and the Importance of Industry Comments” (May 24, 2022); “General Observations” (May 31, 2022); and “Rule‑Specific Concerns and Next Steps” (Jun. 7, 2022).

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