4f. PF - Marketing and Sales of Private Fund Interests (Intermediate - OPEN)
Private Fund interests are generally marketed and sold in the United States in reliance on exemptions from Securities Act registration under Rule 506(b) or 506(c). The availability of these exemptions depends on compliance with limitation on, among other things, the manner of offering. In addition, the marketing of fund interests is generally subject to the requirements of the Marketing Rule. Private Fund managers that use a registered broker-dealer as a placement agent also need to consider the intersection with FINRA’s. The use of internal and external marketers may raise questions about broker-dealer registration. This program assumes familiarity Regulation D, the SEC’s Marketing Rule, and broker-dealer registration requirements and will focus on challenging aspects of those provisions, best practices with respect to related policies and procedures, and common pitfalls. Use of performance in marketing of fund interests is considered in a separate program.
This session is open to regulators but closed to members of the press.
Learning Objectives
Explore challenges in continuous offerings under Rule 506(b), in determining when an offering has “commenced” for purposes of a “substantive pre-existing relationship” and best practices concerning use of a data room.
Learn market practice with respect to verification of investor accreditation in offerings relying on Rule 506(c).
Analyze market practices with respect to selling agreements and monitoring based on the Marketing Rule’s provisions concerning “endorsements.”
Consider ways to navigate transaction-based compensation, and compensation issues related to internal and external marketers, including broker-dealers.
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