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New Final SEC Rules for Private Fund Advisers: Fee and Expense Allocations, GP Clawbacks, Adviser-Led Secondaries

Navigating Increased Regulatory Compliance Obligations and Reporting for Private Fund Advisers

Recording of a 90-minute premium CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Tuesday, November 14, 2023

Recorded event now available

or call 1-800-926-7926

This CLE webinar will discuss the SEC's newly adopted rules and amendments impacting private fund advisers relating to quarterly statements, private fund audits, adviser-led secondaries, restricted/prohibited activities, and preferential treatment. The panel will discuss these significant changes and provide practice tips to ensure attorneys and their clients are prepared to comply with these new rules.


On Aug. 23, 2023, the SEC issued new rules relating to the regulation of private fund advisers. The SEC originally proposed rules applicable to private fund advisers in February 2022. While the SEC backed away from including in the adopted rules some of the most concerning proposals in response to public comments, the adopted rules nonetheless impose significant requirements on advisers to private funds.

The rules cover fee and expense allocations, general partner clawbacks, preferential treatment, adviser-led secondaries, and reporting. Certain rules include limited exceptions for legacy funds that were in existence and commenced operations before the relevant compliance date. The rules also create a general exception for securitized asset funds.

The rules impact private fund advisers differently depending on their SEC-registration status and the type and the location of the funds they advise. Certain parts of the new regulations apply to all private fund advisers while other parts apply only to private fund advisers that are also investment advisers registered with the SEC under the Investment Advisers Act of 1940.

Listen as our authoritative panel discusses various facets of the rules and their impact on private fund advisers' internal operations, external reporting, and interactions with fund investors.



  1. Overview of the new rules
  2. How the rules impact different types of private fund advisers
  3. Reporting requirements
    1. Fees and expenses
    2. Portfolio investment-level disclosures
    3. Calculations and cross-references to organizational and offering documents
    4. Performance disclosures
  4. Private fund audits
  5. Impact on adviser-led secondary transactions
  6. Restricted/prohibited activities
  7. Preferential treatment side letters
  8. Effective and compliance dates
  9. Legal challenges
  10. Key takeaways and practical considerations


The panel will address these and other key issues:

  • What is the intent behind the SEC's increased focus on private funds?
  • What are the new reporting requirements for private fund advisers?
  • What is the impact on side letters?
  • What are the restricted/prohibited activities for private fund advisers?


Grodin, Jaclyn
Jaclyn Grodin

Goulston & Storrs

Ms. Grodin represents companies, private equity firms, hedge funds, investment advisers, real estate entities, and...  |  Read More

Schleppegrell, Christine
Christine Ayako Schleppegrell

Morgan, Lewis & Bockius

Ms. Schleppegrell counsels asset managers on legal, regulatory, and compliance matters, focusing on advisers to private...  |  Read More

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