The private funds industry has grown exponentially. According to the SEC, hedge, private equity, venture capital and liquidity funds currently have approximately $18 trillion in gross assets. Thus, it is not surprising that private funds have a target on their backs – a target that the SEC aimed straight at when it recently released proposed private fund reforms, with a deadline for comments that is less than two weeks away. This article, the second in a two-part series, lays out specific industry concerns for each of the proposed rules and discusses the next steps for the SEC and private fund managers. The first article provided general observations on the Proposal. For coverage of other recent SEC rule proposals, see “Short Sale Rules Increase Transparency Into Large Short Positions” (Mar. 31, 2022); “Cyber Risk Management Rules for Advisers” (Mar. 24, 2022); as well as our two-part series on the proposed amendments to Form PF: “Require Prompt Reporting of Certain Stress Events and Enhanced Reporting by Large Liquidity Fund Advisers” (Mar. 3, 2022); and “Practical Impact on Fund Managers and Reasons for Industry Backlash” (Mar. 10, 2022).