SEC Sanctions Real Estate Manager Over Undisclosed Investments in Affiliate‑Managed Projects and Improper Fee Practices

Sometimes, an investment adviser has the freedom to invest in projects managed by affiliated entities, as long as investors are made aware of all potential conflicts of interest. A recent SEC settlement order (Order) serves as a reminder, however, that even when a fund seems to be keeping in line with its investment objectives, the funds remain subject to disclosure rules surrounding conflicts of interest – especially if those investments are in entities affiliated with the funds’ principals. In addition, the enforcement action highlights the fact that advisers must disclose any and all fees paid to affiliate entities and that retroactive disclosure is inadequate. This article details the adviser’s alleged misconduct and the terms of the Order, along with useful insights from Willkie Farr partners Mark Proctor and Anne C. Choe about relevant issues raised in the Order and practical takeaways for fund managers. For coverage of other recent SEC enforcement actions, see “SEC Sanctions Investment Adviser Over Shortcomings With Custody Rule Financial Statement Requirements” (Apr. 26, 2022); and “SEC Sanctions Adviser for Misleading ‘2 and 20’ Fee Claims and Improper Inter‑Fund Loan Practices” (Apr. 5, 2022).

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