Undisclosed fee and expense practices in private funds are yet another area rife with potential conflicts of interest, and this has not escaped the SEC’s notice. See “Acting OCIE Director Discusses the Office’s Focus on Private Equity Managers and Emphasizes the Importance of Disclosure by Advisers
,” Hedge Fund Law Report, Vol. 8, No. 21 (May 28, 2015). Three Blackstone-affiliated investment advisers recently settled SEC charges arising out of failure to disclose (1) accelerating monitoring fees due from portfolio companies on the sale or IPO of such companies and (2) negotiation of a legal fee arrangement that provided much greater discounts to the advisers than to the funds they managed. In the press release announcing the settlement, SEC Division of Enforcement Director Andrew Ceresney stated, “Full transparency of fees and conflicts of interest is critical in the private equity industry, and we will continue taking action against advisers that do not adequately disclose their fees and expenses, as Blackstone did here.” This article summarizes the facts underlying the enforcement proceeding, the SEC’s specific charges and the sanctions imposed. For more on conflicts of interest involving fee and expense allocations, see “RCA Panel Highlights Conflicts of Interest Affecting Fund Managers
,” Hedge Fund Law Report, Vol. 8, No. 26 (Jul. 2, 2015). For a recent enforcement action, see “SEC Enforcement Action Involving ‘Broken Deal’ Expenses Emphasizes the Importance of Proper Allocation and Disclosure
,” Hedge Fund Law Report, Vol. 8, No. 27 (Jul. 9, 2015).