Despite serving as an appealing way to diversify exposure to PE investments, closed-end funds of PE funds introduce certain governance hurdles for fund managers to overcome. Valuation is a struggle based on the disconnect between the statutory requirements for reporting to investors and when information is provided by underlying PE funds, while the road to co‑investment opportunities is more fraught with red tape and narrow parameters for compliant investing. Many managers have found it worthwhile to move forward with the strategy despite those and other barriers, but it is important to have eyes wide open at the outset. Those and other factors related to closed-end funds of PE funds registered under the Investment Company Act of 1940 were detailed in a recent Dechert webinar featuring partners Jonathan H. Gaines and Richard Horowitz. This second article in a two-part series furnishes practical guidance for navigating the aforementioned valuation wrinkles, explains a viable path to pursuing co‑investments, includes tips for selecting an appropriate board of directors and highlights several tax considerations. The first article
weighed the merits of several possible approaches to registering and structuring the term of a closed-end fund of PE funds. For additional insights from Dechert attorneys, see “Taxation of Carried Interests for Senior Level Fund Managers (Part One of Four)
” (Aug. 6, 2019); and “Affiliate Versus Third Party Debate and Other Topics in Transfer Right Provision Negotiations
” (Jul. 16, 2019).