[1] Specifically, the SEC charged TZP Management Associates, LLC (“TZP”) with violations of Section 206(2) of the Investment Advisers Act of 1940 (“Advisers Act”). The SEC’s action, based solely on a non-scienter claim, underscores the SEC’s ongoing focus on management fee calculation practices and corresponding disclosures under Chairman Atkins. As alleged, TZP engaged in two fee offset practices that were inconsistent with the disclosures in the limited partnership agreements (LPAs) and, as such, inadequately disclosed. When the deferred fees and interest were paid, TZP offset only the principal amount against fund-level management fees, retaining the interest for itself, despite the LPAs not explicitly excluding interest from the fee offset provision. This was inconsistent with the LPA language and led to lower fee offsets for the funds and higher management fees retained by TZP.