1. Sale of Private Fund Interests: Navigating the Regulatory Thicket (Intermediate) 

Sales of private fund interests raise myriad potential compliance issues. This session will explore the contours of Rule 506(b), Marketing Rule requirements pertaining to fund sales, and anti-fraud provisions of the federal securities laws.  We will consider pre-offering communications, sales to investors where no pre-existing relationship exists, internal sales arrangements, arrangements with broker-dealers or other intermediaries, and potential FINRA considerations.  We will also explore manager endorsements and investor references.

Learning Objectives:

• Explore challenges under Rule 506(b), including determining offering “commencement” in relation to a “substantive pre-existing relationship,” and potential alternative paths for sales in the absence concerning such relationship.

• Discuss the implications and related market practices of website presentations and press releases.

• Analyze potential issues with selling agreements and monitoring intermediaries, including with respect to Marketing Rule requirements.

• Consider ways to navigate transaction-based compensation and other compensation issues related to internal and external marketers, including broker-dealers.