The Practising Law Institute (PLI) recently hosted a program to examine common features and relevant considerations when forming upper-tier entities in open- and closed-end fund complexes. The panel featured Sidley Austin partner Joshua S. Cohen, who also moderated, and Schulte Roth & Zabel partner Jennifer M. Dunn and Fried Frank partner Rebecca Neuschatz Zelenka. The discussion focused on structuring entities, economics, management and governance, and also highlighted areas of convergence and divergence between closed-end and open-end fund complexes. The panel, consisting of legal experts, delved into structuring entities; management and governance; economics; and more. This article discusses the considerations and standard features when forming upper-tier entities in open- and closed-end funds and highlights the similarities and differences between closed-end and open-end funds in structuring, tax implications, vesting arrangements and other vital aspects relevant to upper-tier structures in the PE industry. For coverage of previous PLI panels, see our two-part series: “Latest Trends in GP Removal Provisions, Investment Limitations and Other PE Fund Terms” (Jul. 26, 2022); and “Recent Status of Negotiations of Co-Investment Access, Management Fees and Other PE Fund Terms” (Aug. 2, 2022).