Fees and expenses is a perennial area of focus for the SEC, including adequate disclosure, proper calculation and appropriate allocation of fees and expenses. For example, an SEC enforcement action against an investment adviser and its principal is a critical reminder to fund managers of the importance of, among other things, ensuring that fees and expenses are calculated precisely in accordance with the methodologies disclosed to investors. The SEC entered a settlement order against the adviser and its principal for their failures to properly calculate fees and expense reimbursements as disclosed in their fund documents and SEC filings, and to make adequate disclosure regarding related-party-transaction conflicts of interest. Without admitting or denying the SEC’s allegations, the respondents agreed to be censured; to cease and desist from future violations; and to pay roughly $2.2 million in fines, disgorgement and interest. This article summarizes the SEC’s findings and the terms of the settlement order. For coverage of another SEC enforcement action involving fees and expenses, see “SEC Fines Fund Manager for Failing to Equitably Allocate Fees and Expenses to Its Affiliate Funds and Co‑Investors” (Jun. 6, 2019). See also our three-part series on fee and expense allocation practices: “Practices Fund Managers Should Avoid” (Aug. 25, 2016); “Flawed Disclosures to Avoid” (Sep. 8, 2016); and “Preventing and Remedying Improper Allocations” (Sep. 15, 2016).