Successfully responding to a deficiency letter from the SEC’s Division of Examinations (Examinations) requires alacrity, collaboration, consideration, discretion and diplomacy, among other tools and strategies. It is crucial that private fund managers address issues raised in a way that satisfies examiners, dissuades the SEC’s Division of Enforcement from pursuing further action, and avoids saddling the firm with unreasonable or unachievable compliance burdens. This second article in a two-part series offers tips on ways to respond to Examinations staff upon receiving a deficiency letter, considerations when drafting a deficiency response letter, strategies for implementing the enumerated remedies, and guidance for how and whether to disclose either letter to LPs. The first article covered the exam and deficiency process, steps fund managers can take before an SEC exam to mitigate damage and preliminary steps managers should take to prepare their response to a deficiency letter after an exam has ended. See “Three Steps in Responding to an SEC Examination Deficiency Letter and Other Practical Guidance for Fund Managers From SEC Veteran and Sutherland Partner John Walsh” (Feb. 13, 2014).