Compliance interview prep.

Behavioural questions to expect

1. Walk me through your CV.
2. Tell me about a project where you owned a compliance review, control gap, or regulatory response end-to-end.
3. Tell me about a weakness, a failure, or feedback you've received and worked on.
4. Why PE buyout compliance — why not long-only AM, hedge-fund, banking compliance, or the legal side?
5. Within PE compliance — deal-pipeline / MNPI, fundraise + marketing review, Code of Ethics + personal trading, or regulatory reporting + LP disclosure — which seat appeals, and why?
6. Why the firm?
7. How would you describe the firm's compliance programme and where you'd add value?
8. What recent regulatory programme or change has affected the firm's compliance function, and how would you have approached it?

Technical concepts to master

• Code of Ethics + personal trading (Rule 204A-1) — deal-team application

  Access-person definition (deal team) · Restricted list across pipeline + portfolio · Pre-clearance + blackout (deal team) · IPO + private-placement allocations (Rule 5130 / 5131)

• SEC Marketing Rule (Rule 206(4)-1) — private-fund application

  General prohibitions (7-part) · Performance presentation — track record · Hypothetical performance · Testimonials + endorsements + placement agents

• MNPI + restricted list + board-seat mechanics (PE-distinctive)

  MNPI definition + materiality framing · Restricted list mechanics (PE) · Board-seat info flow + board-pack distribution · Wall-crossings + cleansing

• ILPA Principles + side letters + LP disclosure

  ILPA Principles + Reporting Template + DDQ · Side-letter terms + categories · MFN (Most-Favoured Nation) mechanic · Conflict + preferential-term disclosure (Form ADV Part 2A)

Practical drills

• A deal partner sits on the board of a public portfolio company and receives a board pack the night before a board meeting showing an unannounced earnings miss + capex cut. The same partner is sourcing a new investment in a sector-adjacent competitor. The board meeting is tomorrow; earnings release is in 10 days. Walk me through how you'd handle it.
• The IR team submits a draft Fund VIII pitchbook. It includes: (a) 'Top-quartile DPI across Funds V, VI, VII vs third-party benchmark Associates Buyout benchmark'; (b) a chart showing MoM + IRR by vintage net of fees + carry; (c) a hypothetical illustration 'Illustrative Fund VIII returns assuming entry multiples 5% below current public comps'; (d) a quote from a Tier-1 institutional LP calling the team 'best-in-class capital deployers'. Walk me through your review.
• A deal-team associate (covers consumer + retail sector) submits a pre-clearance request to buy 500 shares of a public consumer name at ~$80 ($40k position). The firm is in advanced diligence on a take-private of a smaller competitor in the same sector. The public name itself is not the target, but the diligence data room includes customer + supplier overlap analysis referencing the public name. The firm's blackout window is 30 days before + after firm trading; the de-minimis exemption is < 0.01% of issuer market cap (this issuer is $4bn cap, so 0.01% = $400k). Walk me through your decision.

Smart-question anchors

• Programme structure + leadership - CCO reporting line, deputy structure, three-lines-of-defence relationships
• Regulatory agenda - Marketing Rule, Form PF 2024 amendments, ILPA alignment, SFDR, AIFMD II implementation
• Deal-pipeline + board-seat policy - restricted list mechanics, wall-crossings, board-pack distribution discipline
• Code of Ethics + deal-team personal trading - blackout mechanics, IPO carve-outs, recent exception trends
• LP disclosure + side-letter + MFN process - election register, tracking discipline, ADV Part 2A practice

Sourced from

SEC — Investment Advisers Act + Form PF + Form ADV (private-fund adviser rules) · Institutional Limited Partners Association (ILPA) — Reporting + Due Diligence + Principles · ESMA + UK FCA — AIFMD + SFDR + FCA Handbook (private-fund adviser scope) · Wall Street Oasis + Mergers & Inquisitions — PE compliance / legal threads · ACA Group + IAA — Private-fund adviser compliance programme guides