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New SEC Rules for Private Fund Advisers: Reporting Requirements, Fees and Expenses, Conflicts of Interest

Indemnification of Advisers, Preferential Treatment of Investors, Secondary Transactions

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.
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Conducted on Tuesday, August 23, 2022

Recorded event now available

or call 1-800-926-7926

This CLE course will include the new reporting and audit requirements, limitations on fees and expenses, prohibitions and disclosures regarding conflicts of interest and preferential treatment of investors, and fairness opinions required with adviser-led secondary transactions.


On Feb. 9, 2022, the SEC proposed new and amended rules under the Investment Advisers Act of 1940 (the rules) that would significantly alter the regulatory regime for private fund advisers.

If adopted, the rules would require quarterly reports showing the fees, expenses, and performance for each private fund and maintenance of records relating to the quarterly statements. Private fund advisers must obtain an annual financial statement audit of each fund under management, performed under GAAP and meeting the independence requirement of Regulation S-X. All registered advisers must document in writing the annual review of their compliance policies and procedures.

Under the proposed rules, fund advisers would not be permitted to charge certain fees and expenses, seek indemnification or exculpation for the adviser's negligence or bad acts, borrow from a fund managed by the adviser, or provide certain types of preferential treatment to certain investors without disclosing the disparity to all other investors. They would also be required to obtain a fairness opinion in connection with certain adviser-led secondary transactions.

Listen as our authoritative panel discusses various facets of the rules and how they might affect private fund advisers' internal operations, external reporting, and interactions with fund investors.



  1. The SEC's unprecedented regulatory focus on private funds and fund advisers
  2. Reporting and audit requirements
    1. Standardized quarterly reporting
    2. Audit requirements
    3. Internal recordkeeping
  3. Conflicts of interest; prohibited activities
    1. Certain fees and expenses
    2. Indemnification and exculpation of advisers
    3. Preferential treatment of investors
  4. Adviser-led secondary transactions
  5. Timeline for compliance: what advisers should do now


The panel will review these and other important issues regarding the rules:

  • What are the reasons behind the SEC's new focus on private funds?
  • What information in quarterly investor reports was not previously required?
  • How will the new rules, if adopted, affect the fee structure of private funds?
  • What information regarding investor side letters must be disclosed to other investors?
  • How do the rules address the conflicts of interest inherent in secondary transactions initiated by the adviser?


Choe, Anne
Anne C. Choe

Willkie Farr & Gallagher

Ms. Choe is a partner in Willkie’s Asset Management Group. She advises a wide range of pooled investment...  |  Read More

Kustin, Ira
Ira P. Kustin

Paul Hastings

Mr. Kustin is a partner in the Investment Management practice. He focuses his practice on advising sponsors of, and...  |  Read More

Spiegel, Jennifer
Jennifer A. Spiegel

Sidley Austin

Ms. Spiegel practices in the Investment Funds group and has over 20 years of experience advising on structuring,...  |  Read More

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