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Private Equity Management Fees and Expenses: Avoiding Investor Claims and SEC Enforcement Actions

Lessons From Recent Claims and Penalties; Procedures and Disclosures to Improve Investor Confidence

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, May 23, 2023

Recorded event now available

or call 1-800-926-7926

This CLE course will instruct counsel for private equity (PE) fund managers on the disclosure issues and conflicts of interest associated with fund fees and expense allocations. The panel will discuss recent SEC actions and guidance, and best practices in administration and reporting that will pass muster with investors and the SEC.


SEC findings from examinations of registered PE advisers reveal that the most common deficiencies relate to fees and expenses charged by managers of portfolio companies. Specific deficiencies include payments to consultants, shifting expenses during the fund's life, allocation of expenses, and hidden fees.

The SEC continues to focus on fees, expenses, and conflicts of interest inherent in the PE manager role and has collected significant penalties from fund managers who fail to properly disclose fees, expenses, and conflicts of interest to their investors. These SEC actions provide guidance to fund managers and their counsel regarding practices to avoid and best practices for full disclosure.

In reviewing current or prospective fund investments, counsel to investors can use these enforcement actions as a roadmap for questioning fund managers about fee and expense allocations. Funds that do not satisfy investor questions or concerns face the risk of SEC enforcement activity and potential investor litigation.

Listen as our authoritative panel of regulatory attorneys reviews fund fee and expense allocation deficiencies and the specific practices which have been identified as problematic. The panel will discuss best practices for reporting fees and expenses and due diligence for investors evaluating current and prospective investments.



  1. Overview of SEC oversight and authority concerning PE funds
  2. Notable SEC enforcement actions on undisclosed fees and expenses
    1. Payments to consultants
    2. Shifting expenses during fund's life
    3. Characterization of expenses
    4. Hidden fees
  3. Investor due diligence
  4. Best practices in formulating and disclosing PE management fees and expenses


The panel will review these and other key issues:

  • What are the stated priorities of the SEC in examining fund managers' fees and expenses?
  • What particular fee and expense practices has the SEC identified as deficient with respect to disclosure to investors?
  • What due diligence steps should investors take in light of the SEC audit findings?
  • What steps should funds take to review fee and expense practices to ensure investor confidence?


Aderton, Adam
Adam Aderton

Willkie Farr & Gallagher

Mr. Aderton’s practice focuses on regulatory enforcement matters and white collar defense. He has particular...  |  Read More

Grodin, Jaclyn
Jaclyn Grodin

Goulston & Storrs

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

Krea, Nicole
Nicole Krea

Ropes & Gray

Ms. Krea is a partner in the corporate department and asset management group. Nicole focuses her practice on private...  |  Read More

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