The SEC adopted the Marketing Rule in 2021 and in January 2023 adopted an FAQ requiring that gross performance of a private fund or subset of its investments be accompanied by the corresponding net-of-fees performance. Private fund managers in particular found it challenging to present a net-of-fees performance on individual investments because fees are typically charged at the fund level.

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Photo of Richard M. Cutshall Richard M. Cutshall

Richard M. Cutshall is Co-Chair of the firm’s Investment Management Group. Rich has experience representing clients in a variety of investment management, corporate, and general securities matters, including the representation of mutual funds and other funds registered under the Investment Company Act of…

Richard M. Cutshall is Co-Chair of the firm’s Investment Management Group. Rich has experience representing clients in a variety of investment management, corporate, and general securities matters, including the representation of mutual funds and other funds registered under the Investment Company Act of 1940, fund independent directors, unregistered investment companies, federally registered and state registered investment advisers, broker-dealers, and an array of public and private companies. He represents clients in all aspects of investment company practice, including organizing and forming new funds, registering investment companies with the SEC, the acquisition and merger of funds, and advising clients on the day-to-day aspects of corporate governance, board and adviser fiduciary responsibility, and SEC compliance.

Photo of Patrick Kassen Patrick Kassen

Patrick Kassen assists clients with the formation of private equity and real estate funds, purchases and sales of businesses and real estate assets, joint ventures, minority investments, financings and leasing. Patrick also has deep experience in investment management regulation, including the Investment Advisers…

Patrick Kassen assists clients with the formation of private equity and real estate funds, purchases and sales of businesses and real estate assets, joint ventures, minority investments, financings and leasing. Patrick also has deep experience in investment management regulation, including the Investment Advisers Act and Investment Company Act, and advises clients on the design and operation of compliance programs and interactions with regulators.

Patrick brings to bear experience as a former general counsel and chief compliance officer at Blackstone, Link Logistics (a Blackstone portfolio company) and the private equity group of late investor Sam Zell, which gives him insight into the challenges faced by his clients. Patrick has advised on numerous cross-border transactions and designed multi-jurisdictional compliance programs. Finally, Patrick has served on the boards of directors of several companies, which informs his pragmatic approach to helping clients.

Photo of Rachel Edwards Rachel Edwards

Rachel C. Edwards is a member of the Corporate Practice in Greenberg’s San Diego office and represents private clients in a variety of corporate and securities matters with a focus on ongoing securities compliance and reporting obligations under the Investment Company Act of…

Rachel C. Edwards is a member of the Corporate Practice in Greenberg’s San Diego office and represents private clients in a variety of corporate and securities matters with a focus on ongoing securities compliance and reporting obligations under the Investment Company Act of 1940, corporate governance, and general transactional matters. Rachel has experience representing federally and state registered investment advisers, exempt reporting advisers, broker-dealers and private funds, providing guidance on formation and registration, corporate securities matters, and ongoing SEC and state-based compliance.

Rachel’s corporate practice also extends to counseling startup and private companies throughout their life cycle, including guiding clients through the formation process, managing their capitalization tables, assisting with seed and preferred stock financings, preparing and filing state securities filings, and advising clients with day-to-day corporate governance. Rachel has also helped clients navigate complex financings, including Regulation A, Regulation “CF” crowdfunding, and Regulation D offerings.