If a sponsor is deemed to be managing plan assets under the Employee Retirement Income Security Act of 1974 (ERISA), then it will find itself with fewer options for how to operate its PE fund. In light of that and other risks, it is imperative that sponsors thoughtfully weigh exemptions when forming their funds and onboarding investors to avoid triggering ERISA duties. In particular, that means charting a path to ensure ERISA plans stay below a de minimis threshold of equity participation or satisfying the criteria for managing operating companies. Strafford CLE Webinars addressed those and other ERISA matters relevant to PE sponsors in a presentation featuring Sarah E. Downie, partner at Weil, and Peter E. Haller, partner at Willkie Farr & Gallagher. This second article in a two-part series provides tips for avoiding prohibited transactions under ERISA and described exemptions PE funds can use to avoid being deemed to have plan assets. The first article highlighted fiduciary duties arising under ERISA, potential liability for being deemed a controlled group and the status of litigation on that topic. For additional insights from Willkie Farr & Gallagher attorneys, see our two-part series on liquidity options for PE Funds: “Potential Capital Sources, GP‑Led Restructurings and Alternative Paths Available to Sponsors” (Sep. 15, 2020); and “Preferred Equity Lines, Top-Up Funds and NAV Credit Facilities” (Sep. 22, 2020).