SEC Hits RIA With $100K Marketing Rule Fine

News June 14, 2024 at 11:02 AM
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What You Need To Know

  • Twenty Acre Capital misled investors in the performance advertising of a private fund it advised, the SEC says.
  • The firm presented returns that were experienced by a single investor who had access to IPO investments that others did not.
  • The fund's actual performance was often far lower.
The SEC building. Credit: Diego M. Radzinski/ALM

The Securities and Exchange Commission has ordered Twenty Acre Capital LP to pay a $100,000 civil money penalty for misleading performance advertising of a private fund it advised.

From at least November 2021 through February 2023, when advertising to prospective investors the performance of the fund, Twenty Acre, an RIA based in Pennsylvania, "presented performance returns that were experienced by a single investor," the SEC order states.

"These returns did not constitute fund performance, and Twenty Acre's advertisements did not disclose that this investor's performance, at times, differed substantially from, and was significantly higher than, the overall performance of the fund and the returns achieved by other investors in the fund due to investment restrictions," the SEC said.

In its Form ADV Part 1A filed on March 28, Twenty Acre reported that it had approximately $180.7 million in regulatory assets under management.

Twenty Acre launched the fund in November 2019, pursuing a strategy focused on the technology sector.

Twenty Acre Global Master Fund LP is a hedge fund that invests predominantly in publicly traded equities. The fund's investors, according to the order, "include a variety of entities and individuals, several of whom are or were restricted from purchasing securities in initial public offerings by rules" of the Financial Industry Regulatory Authority.

From at least November 2021 through February 2023, Twenty Acre disseminated advertisements to prospective investors in the fund in the form of pitch decks and fact sheets.

"Twenty Acre provided these materials directly to prospective investors as attachments to email communications and routinely uploaded the materials to third-party databases that prospective investors were able to access," according to the order.

"When advertising the Fund's performance in these materials, Twenty Acre presented performance returns that were experienced by a single limited partner that had invested in the Fund at inception and was eligible for all Fund investments," the SEC said.

This investor's performance was presented to prospective investors as the fund's performance.

According to the order, "the investor's performance, at times, differed substantially from, and was significantly higher than, the Fund's performance, because certain successful IPO investments the Fund had made were credited to the investor's capital account in greater proportion than other investors' capital accounts."

These other investors in the fund, due to investment restrictions under FINRA Rules 5130 and 5131, were unable to participate fully in the IPO investments.

Beginning in January 2022, Twenty Acre presented as the fund's returns "the positive 44.8% net performance that the single investor achieved in 2021, whereas the undisclosed net performance of the Fund was negative 5.7% in 2021," the SEC said.

Further, "on the first substantive page of the pitch decks, Twenty Acre presented performance results, such as the positive 44.8% return for 2021, under the heading 'FUND OVERVIEW,' without an accompanying qualification or disclaimer on that page suggesting such results were anything other than performance results of the Fund," the SEC said.

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