Under the Securities Act of 1933 (Securities Act), every offer and sale of securities must be registered with the SEC unless an exemption applies. The Securities Act itself contains a number of exemptions from registration, and over the years, statutes such as the Jumpstart Our Business Startups Act of 2012; Fixing America’s Surface Transportation Act of 2015; and the Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018 have created additional exemptions. This patchwork development of exemptions has prompted questions from market participants about the complexity of the exempt offering framework. To address these concerns, the SEC recently published its Concept Release on Harmonization of Securities Offering Exemptions (Concept Release) as a device for reviewing the design and scope of the exempt offering rules. This two-part series examines the exempt offering framework and the Concept Release’s questions about that framework. This article reviews the key takeaways from the Concept Release for private fund managers. The first article summarized the elements of the Concept Release of particular interest to private fund managers. See “Pepper Hamilton Attorney Discusses Fundamental Structuring Issues for Investment Advisers: Separately Managed Accounts, Registration and Securities Laws (Part One of Two)” (Oct. 18, 2018).