SEC examinations and inquiries are a regular part of regulatory oversight for registered investment advisers (RIAs) and exempt reporting advisers (ERAs). With heightened scrutiny under recent rule changes, private fund managers must be prepared to navigate these exams with legal precision, proactive compliance, and well-documented internal controls.

As private funds scale in size and complexity, establishing a robust governance framework becomes a strategic imperative. A well-designed fund governance framework aligns fiduciary duties with operational integrity, improves transparency, and meets the expectations of Limited Partners (LPs), regulators, and auditors.

Fund manager transitions—whether due to planned succession, restructuring, or unforeseen departures—require clear legal documentation and strategic planning to ensure operational continuity, maintain Limited Partner (LP) confidence, and preserve fund performance. As LPs and regulators place growing emphasis on governance and transparency, documenting these transitions has become essential.

Designing a fund's economic structure is one of the most important components of private fund formation. Among the most negotiated elements are the General Partner (GP) catch-up and waterfall provisions—mechanisms that govern how profits are distributed between the Limited Partners (LPs) and the GP. These provisions directly affect fund economics, investor alignment, and long-term fund performance.

Side letters are a powerful and flexible tool in private fund formation, allowing fund managers to tailor specific terms to individual investors without amending the main limited partnership agreement (LPA). However, misusing or poorly managing side letters can expose a fund to serious legal, compliance, and operational risks. In today’s regulatory climate, institutional LPs and the SEC expect transparency, consistency, and robust governance around side letter practices.