PE sponsors are often caught in a precarious position of attempting to maximize their compensation under the prevailing U.S. tax rules while also minimizing the risks associated with those measures. Although that is most notably associated with decisions about whether to exercise management fee and carried interest waivers, it is hardly limited to those contexts. For example, the recent growth of special purpose acquisition companies and explosion of associated transactions have also contributed to an increase in marketable securities and a focus on in-kind distributions. Given that tax matters are constantly evolving, Foundation Research Associates examined recent developments affecting PE funds in a program featuring Finn Dixon & Herling partner Michael P. Spiro and Proskauer partner Amanda H. Nussbaum. This second article in a two-part series analyzes tax issues relating to carried interest waivers and in-kind distributions, and the first article addressed management fee waivers. See our two-part series “Potential Impact of Biden Tax Proposals in the 2022 Fiscal Year Green Book on Private Funds and Their Principals”: Part One (Aug. 3, 2021); and Part Two (Aug. 17, 2021).