Investments in closed-end private funds have long been the purview of institutional investors. High minimum investment amounts, illiquidity, higher fee loads and the overall complexity of investing have long deterred retail investors. However, high-net-worth individuals, family offices and vehicles investing on their behalf (collectively, HNW Investors) have become increasingly interested in managing those concerns to reap the benefits of closed-end private funds, such as greater portfolio diversification and potentially outsized returns. Eager to claim a share of the relatively untapped pool of HNW Investor assets, fund managers have opened up closed-end private fund structures to HNW Investors. Closed-end private fund investment opportunities for HNW Investors will likely continue to increase in number with the SEC’s no-action letter creating a well-defined path for fund managers to comply with Rule 506(c) of Regulation D and, therefore, to engage in general solicitation. However, because closed-end private funds are not subject to the Investment Company Act of 1940, there is greater variability between the terms they offer – and what constitutes a “fair deal” – compared to registered funds. In a guest article, K&L Gates LLP attorneys TJ Bright and Nicole D. Doherty highlight the key economic and governance terms that all potential investors should consider when performing diligence on closed-end private funds, along with key HNW Investor-specific issues and points to evaluate when considering a prospective closed-end private fund investment. See “SEC No‑Action Letter Concerning General Solicitations Under Rule 506(c) Opens the Door to Retailization Efforts” (Apr. 17, 2025).