In re TPG Capital Advisors

 
 
UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
INVESTMENT ADVISERS ACT OF 1940 
Release No. 6813 / January 13, 2025 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22400 
  
 
In the Matter of 
 
TPG Capital Advisors, LLC, 
 
Respondent. 
 
ORDER INSTITUTING ADMINISTRATIVE 
AND CEASE-AND-DESIST PROCEEDINGS, 
PURSUANT TO SECTIONS 203(e) AND 
203(k) OF THE INVESTMENT ADVISERS 
ACT OF 1940, MAKING FINDINGS, AND 
IMPOSING REMEDIAL SANCTIONS AND 
A CEASE-AND-DESIST ORDER 
 
I. Introduct ion 
 The Securities and Exchange Commission (“Commission”) deems it appropriate and in 
the public interest that public administrative and cease-and-desist proceedings be, and hereby 
are, instituted pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 
(“Advisers Act”) against TPG Capital Advisors, LLC (“TPG Capital Advisors” or “Respondent”). 
 
II. Consent 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (“Offer”) that the Commission has determined to accept.  Respondent admits the 
facts set forth in Section III below, acknowledges that its conduct violated the federal securities 
laws, admits the Commission’s jurisdiction over it and the subject matter of these proceedings, and 
consents to the entry of this Order Instituting Administrative and Cease-and-Desist Proceedings, 
Pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940, Making Findings, 
and Imposing Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth below.   
 
III. Facts 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that 
 
Summary 
1. The federal securities laws impose recordkeeping requirements on registered 
investment advisers to ensure that they responsibly discharge their crucial role in our markets.  
                                                 
1
  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 
binding on any other person or entity in this or any other proceeding.  

2 
 
The Commission has long said that compliance with these requirements is essential to investor 
protection and the Commission’s efforts to further its mandate of protecting investors, 
maintaining fair, orderly, and efficient markets, and facilitating capital formation. 
2. These proceedings arise out of the failure of Respondent’s personnel, including at 
senior levels, to adhere to certain of these essential requirements and the Respondent’s policies 
and procedures.  Using their personal devices, these personnel communicated both internally and 
externally by text messages and/or other unapproved written communications platforms (“off-
channel communications”). 
3. From at least December 2019 (the “Relevant Period”), personnel at TPG Capital 
Advisors sent and received off-channel communications that, among other things, related to 
recommendations made or proposed to be made and advice given or proposed to be given in its 
advisory business.  TPG Capital Advisors did not maintain or preserve the substantial majority of 
these written communications.  TPG Capital Advisors’ failures were firm-wide and involved 
personnel at various levels of authority.  As a result, TPG Capital Advisors violated Section 204 
of the Advisers Act and Rule 204-2(a)(7) thereunder. 
4. Respondent’s failure to implement procedures reasonably expected to prevent 
such communications led to its failure to reasonably supervise its personnel within the meaning 
of Section 203(e)(6) of the Advisers Act.  
5. The Commission staff found TPG Capital Advisors’ recordkeeping failures after 
commencing a risk-based initiative to investigate the use of off-channel and unpreserved 
communications at registered investment advisers.  TPG Capital Advisors has initiated a review 
of its recordkeeping failures and begun a program of remediation.   
Respondent 
6. TPG Capital Advisors, LLC is a Delaware limited liability company, with its 
principal office in Fort Worth, Texas, that has been registered with the Commission as an 
investment adviser since 2012.  TPG Inc., a Delaware corporation, is the parent of TPG Capital 
Advisors, LLC.  
Recordkeeping Requirements Under the Advisers Act 
7. Section 204 of the Advisers Act authorizes the Commission to issue rules 
requiring investment advisers to make and keep for prescribed periods, and furnish copies of, 
such records as necessary or appropriate in the public interest or for the protection of investors. 
8. The Commission adopted Rule 204-2 pursuant to this authority.  This rule 
specifies the manner and length of time that the records made in accordance with Commission 
rules, and certain other records made by investment advisers, must be maintained and produced 
promptly to Commission representatives. 
9. The rules adopted under Section 204 of the Advisers Act, including Advisers Act 
Rule 204-2(a)(7), require that investment advisers preserve for at least five years in an easily 
accessible place, the first two years in an appropriate office of the investment adviser, originals of 

3 
 
all communications received and copies of all written communications sent relating to, among 
other things:  (a) any recommendation made or proposed to be made and any advice given or 
proposed to be given; (b) any receipt, disbursement or delivery of funds or securities; (c) the 
placing or execution of any order to purchase or sell any security; or (d) predecessor performance 
and the performance or rate of return of any or all managed accounts, portfolios, or securities 
recommendations. 
Respondent’s Policies and Procedures 
10. All TPG Inc. affiliated advisers, including Respondent, adopted compliance 
policies and procedures, including policies and procedures designed to ensure the retention of 
business-related records, including electronic communications, in compliance with the relevant 
recordkeeping provisions.   
11. Personnel of all TPG Inc. affiliated advisers, including Respondent, were advised 
that the use of unapproved electronic communications methods, including on their personal 
devices, was not permitted, and that they should not use personal email, chats or text messaging 
applications for business purposes.  
12. Messages sent through firm-approved communications methods were monitored, 
subject to review, and archived.  Messages sent through unapproved communications methods, 
such as unapproved applications on personal devices, were not monitored, subject to review or 
archived.  
13. Personnel of all TPG Inc. affiliated advisers, including Respondent, received 
training, which was designed to address the TPG Inc. affiliated advisers’ supervision of their 
personnel and adherence to their books and recordkeeping requirements.  The policies and related 
trainings notified personnel that electronic communications on approved platforms were subject to 
surveillance.  All TPG Inc. affiliated advisers, including Respondent, had procedures for all 
personnel requiring annual self-attestations of compliance.  
14. TPG Capital Advisors failed to implement a system reasonably expected to 
determine whether personnel were following the policies and procedures regarding electronic 
communications.  While permitting personnel to use approved communications methods, 
including on personal and/or firm-issued devices, for business communications, TPG Capital 
Advisors failed to implement sufficient monitoring to ensure that its recordkeeping and 
communications policies were being followed.   
Respondent’s Recordkeeping Failures 
15. In October 2022, the Commission staff commenced a risk-based initiative to 
investigate whether investment advisers were properly maintaining communications that they 
were required to preserve as records under the Advisers Act.  TPG Capital Advisors cooperated 
with the investigation by proactively gathering and reviewing communications from the personal 
devices of certain of its personnel and responding to the staff’s requests for additional 
information.  TPG Capital Advisors also produced, at the request of the Commission staff, off-
channel communications of a subset of these personnel relating to its investment advisory 

4 
 
business.  These personnel included senior leadership such as principals, partners, and vice 
presidents. 
16. The Commission staff’s investigation found off-channel communications by TPG 
Capital Advisor personnel, including senior personnel.  The majority of the personnel whose 
communications were reviewed in the course of the investigation had sent or received multiple 
off-channel communications that were records required to be preserved by TPG Capital Advisors 
under the Advisers Act.  These off-channel communications were sent among colleagues at TPG 
Capital Advisors as well as to external market participants.  
17. During the Relevant Period, personnel at TPG Capital Advisors sent and received 
off-channel text messages subject to the recordkeeping requirements of Advisers Act Rule 204-2.  
18. These off-channel communications included records required to be preserved 
under the Advisers Act because they related to a recommendation made or proposed to be made 
or advice given or proposed to be given.  For example, a TPG Capital Advisors principal 
exchanged multiple messages with a colleague and with personnel at another investment adviser 
on an unapproved platform concerning a proposed investment by a client fund in a target 
company.   
19. In addition, the investigation found off-channel communications that were records 
required to be preserved under the Advisers Act because they related to the placing or execution 
of orders to purchase or sell securities.  For example, a TPG Capital Advisors partner exchanged 
messages with a colleague on an unapproved platform concerning potential trades on behalf of a 
client fund. 
Respondent’s Violations and Failure to Supervise 
20. As a result of the conduct described above, TPG Capital Advisors willfully
2
 
violated Section 204 of the Advisers Act and Rule 204-2(a)(7) thereunder. 
21. As a result of the conduct described above, TPG Capital Advisors failed reasonably 
to supervise its personnel, with a view to preventing or detecting certain of its supervised persons’ 
aiding and abetting violations of Section 204 of the Advisers Act and Rule 204-2(a)(7) 
thereunder, within the meaning of Section 203(e)(6) of the Advisers Act. 
Respondent’s Efforts to Comply 
22. In determining to accept the Offer, the Commission considered steps undertaken by 
TPG Capital Advisors prior to and after being approached by the Commission staff, as well as 
cooperation afforded the Commission staff.  Prior to this action, certain policies and procedures to 
                                                 
2
  “Willfully,” for purposes of imposing relief under Section 203(e) of the Advisers Act, 
“‘means no more than that the person charged with the duty knows what he is doing.’”  See 
Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir 2000) (quoting Hughes v. SEC, 174 F.2d 969, 977 
(D.C. Cir. 1949)). 

5 
 
which Respondent’s personnel were subject concerning the use of approved communications 
methods, including on personal devices, were enhanced.   
Undertakings 
The Respondent has undertaken to: 
23. Internal Audit.  Within one hundred eighty (180) days of the entry of this Order, 
TPG Capital Advisors shall require that its Internal Audit function initiate a separate audit(s), to be 
completed within three hundred and sixty-five (365) days of the entry of this Order, consisting of 
the following:   
a.  A comprehensive review of TPG Capital Advisors’ supervisory, compliance, 
and other policies and procedures designed to ensure that TPG Capital Advisors’ 
electronic communications, including those found on personal electronic devices, 
including without limitation, cellular phones (“Personal Devices”), are preserved in 
accordance with the requirements of the federal securities laws.  This review should 
include, but not be limited to, a review of TPG Capital Advisors’ policies and procedures 
to ascertain if they provide for any significant technology and/or behavioral restrictions 
that help prevent the risk of the use of unapproved communications methods on Personal 
Devices in work conditions (e.g., traveling, site visits).   
 
b.  A comprehensive review of training conducted by TPG Capital Advisors 
designed to ensure personnel are complying with the requirements regarding the 
preservation of electronic communications, including those found on Personal Devices, in 
accordance with the requirements of the federal securities laws, as well as a review of 
TPG Capital Advisors’ requirement that its personnel certify in writing on a periodic basis 
that they are complying with preservation requirements.  
 
c.  An assessment of the surveillance program measures implemented by TPG 
Capital Advisors designed to ensure compliance, on an ongoing basis, with the 
requirements found in the federal securities laws to preserve electronic communications, 
including those found on Personal Devices. 
 
d.  An assessment of the technological solutions that TPG Capital Advisors has 
begun implementing to meet the record retention requirements of the federal securities 
laws, including an assessment of the likelihood that TPG Capital Advisors’ personnel will 
use the technological solutions going forward and a review of the measures employed by 
TPG Capital Advisors to track personnel usage of new technological solutions.  
 
e.  A comprehensive review of the framework adopted by TPG Capital Advisors 
to address instances of non-compliance by TPG Capital Advisors’ personnel with TPG 
Capital Advisors’ policies and procedures concerning the use of Personal Devices to 
communicate about TPG Capital Advisors’ business.  This review shall include a survey 
of how TPG Capital Advisors determined which personnel failed to comply with TPG 
Capital Advisors’ policies and procedures, the corrective action carried out, an evaluation 

6 
 
of who violated the policies and procedures and why, what penalties were imposed, and 
whether penalties were handed out consistently across business lines and seniority levels.   
 
24. Recordkeeping.  TPG Capital Advisors shall preserve any record of compliance 
with these undertakings, including any materials supporting the certification made pursuant to 
Paragraph 25, in an easily accessible place for a period of not less than five (5) years from the 
end of the fiscal year during which the last entry was made on such record, the first two (2) years 
in an appropriate office of TPG Capital Advisors.  
25. Certification.  TPG Capital Advisors shall certify, in writing, compliance with the 
undertakings set forth above.  The certification shall identify the undertakings and provide 
written evidence of compliance in the form of a narrative.  The Commission staff may make 
reasonable requests for further evidence of compliance, and Respondent agrees to provide such 
evidence.  The certification shall be submitted to Thomas P. Smith, Jr., Associate Regional 
Director, Division of Enforcement, Securities and Exchange Commission, New York Regional 
Office, 100 Pearl Street, Suite 20-100, New York, NY 10004, or such other person as the 
Commission staff may request, with a copy to the Office of Chief Counsel of the Enforcement 
Division, no later than sixty (60) days from the date of the completion of the undertakings. 
 In determining whether to accept the Offer, the Commission has considered these 
undertakings. 
 
IV. Sanctions 
 In view of the foregoing, the Commission deems it appropriate and in the public interest 
to impose the sanctions agreed to in Respondent’s Offer. 
 
 Accordingly, pursuant to Sections 203(e) and 203(k) of the Advisers Act, it is hereby 
ORDERED that: 
 
A. Respondent cease and desist from committing or causing any violations and any 
future violations of Section 204 of the Advisers Act and Rule 204-2 thereunder. 
B. Respondent is censured.  
C. Respondent TPG Capital Advisors, LLC shall, within fourteen (14) days of the 
entry of this Order, pay a civil money penalty in the amount of $8,500,000 to the Securities and 
Exchange Commission for transfer to the general fund of the United States Treasury, subject to 
Exchange Act Section 21F(g)(3).  If timely payment is not made, additional interest shall accrue 
pursuant to 31 U.S.C. § 3717.   
 Payment must be made in one of the following ways:   
 
(1) Respondent may transmit payment electronically to the Commission, 
which will provide detailed ACH transfer/Fedwire instructions upon 
request;  
 

7 
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
TPG Capital Advisors as the Respondent in these proceedings, and the file number of these 
proceedings; a copy of the cover letter and check or money order must be sent to Thomas P. 
Smith, Jr., Associate Regional Director, Division of Enforcement, Securities and Exchange 
Commission, New York Regional Office, 100 Pearl Street, Suite 20-100, New York, NY 10004.   
 
 D. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 
be treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 
a Penalty Offset, Respondent agrees that it shall, within thirty (30) days after entry of a final 
order granting the Penalty Offset, notify the Commission’s counsel in this action and pay the 
amount of the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall 
not be deemed an additional civil penalty and shall not be deemed to change the amount of the 
civil penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor 
Action” means a private damages action brought against Respondent by or on behalf of one or 
more investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 
 
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
       Secretary 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

INVESTMENT ADVISERS ACT OF 1940 

Release No. 6813 / January 13, 2025 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22400 

  

 

In the Matter of 

 

TPG Capital Advisors, LLC, 

 

Respondent. 

 

ORDER INSTITUTING ADMINISTRATIVE 

AND CEASE-AND-DESIST PROCEEDINGS, 

PURSUANT TO SECTIONS 203(e) AND 

203(k) OF THE INVESTMENT ADVISERS 

ACT OF 1940, MAKING FINDINGS, AND 

IMPOSING REMEDIAL SANCTIONS AND 

A CEASE-AND-DESIST ORDER 

 

I. Introduct ion 

 The Securities and Exchange Commission (“Commission”) deems it appropriate and in 

the public interest that public administrative and cease-and-desist proceedings be, and hereby 

are, instituted pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 

(“Advisers Act”) against TPG Capital Advisors, LLC (“TPG Capital Advisors” or “Respondent”). 

 

II. Consent 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (“Offer”) that the Commission has determined to accept.  Respondent admits the 

facts set forth in Section III below, acknowledges that its conduct violated the federal securities 

laws, admits the Commission’s jurisdiction over it and the subject matter of these proceedings, and 

consents to the entry of this Order Instituting Administrative and Cease-and-Desist Proceedings, 

Pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940, Making Findings, 

and Imposing Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth below.   

 

III. Facts 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that 

 

Summary 

1. The federal securities laws impose recordkeeping requirements on registered 

investment advisers to ensure that they responsibly discharge their crucial role in our markets.  

                                                 
1  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 

binding on any other person or entity in this or any other proceeding.  



2 
 

The Commission has long said that compliance with these requirements is essential to investor 

protection and the Commission’s efforts to further its mandate of protecting investors, 

maintaining fair, orderly, and efficient markets, and facilitating capital formation. 

2. These proceedings arise out of the failure of Respondent’s personnel, including at 

senior levels, to adhere to certain of these essential requirements and the Respondent’s policies 

and procedures.  Using their personal devices, these personnel communicated both internally and 

externally by text messages and/or other unapproved written communications platforms (“off-

channel communications”). 

3. From at least December 2019 (the “Relevant Period”), personnel at TPG Capital 

Advisors sent and received off-channel communications that, among other things, related to 

recommendations made or proposed to be made and advice given or proposed to be given in its 

advisory business.  TPG Capital Advisors did not maintain or preserve the substantial majority of 

these written communications.  TPG Capital Advisors’ failures were firm-wide and involved 

personnel at various levels of authority.  As a result, TPG Capital Advisors violated Section 204 

of the Advisers Act and Rule 204-2(a)(7) thereunder. 

4. Respondent’s failure to implement procedures reasonably expected to prevent 

such communications led to its failure to reasonably supervise its personnel within the meaning 

of Section 203(e)(6) of the Advisers Act.  

5. The Commission staff found TPG Capital Advisors’ recordkeeping failures after 

commencing a risk-based initiative to investigate the use of off-channel and unpreserved 

communications at registered investment advisers.  TPG Capital Advisors has initiated a review 

of its recordkeeping failures and begun a program of remediation.   

Respondent 

6. TPG Capital Advisors, LLC is a Delaware limited liability company, with its 

principal office in Fort Worth, Texas, that has been registered with the Commission as an 

investment adviser since 2012.  TPG Inc., a Delaware corporation, is the parent of TPG Capital 

Advisors, LLC.  

Recordkeeping Requirements Under the Advisers Act 

7. Section 204 of the Advisers Act authorizes the Commission to issue rules 

requiring investment advisers to make and keep for prescribed periods, and furnish copies of, 

such records as necessary or appropriate in the public interest or for the protection of investors. 

8. The Commission adopted Rule 204-2 pursuant to this authority.  This rule 

specifies the manner and length of time that the records made in accordance with Commission 

rules, and certain other records made by investment advisers, must be maintained and produced 

promptly to Commission representatives. 

9. The rules adopted under Section 204 of the Advisers Act, including Advisers Act 

Rule 204-2(a)(7), require that investment advisers preserve for at least five years in an easily 

accessible place, the first two years in an appropriate office of the investment adviser, originals of 



3 
 

all communications received and copies of all written communications sent relating to, among 

other things:  (a) any recommendation made or proposed to be made and any advice given or 

proposed to be given; (b) any receipt, disbursement or delivery of funds or securities; (c) the 

placing or execution of any order to purchase or sell any security; or (d) predecessor performance 

and the performance or rate of return of any or all managed accounts, portfolios, or securities 

recommendations. 

Respondent’s Policies and Procedures 

10. All TPG Inc. affiliated advisers, including Respondent, adopted compliance 

policies and procedures, including policies and procedures designed to ensure the retention of 

business-related records, including electronic communications, in compliance with the relevant 

recordkeeping provisions.   

11. Personnel of all TPG Inc. affiliated advisers, including Respondent, were advised 

that the use of unapproved electronic communications methods, including on their personal 

devices, was not permitted, and that they should not use personal email, chats or text messaging 

applications for business purposes.  

12. Messages sent through firm-approved communications methods were monitored, 

subject to review, and archived.  Messages sent through unapproved communications methods, 

such as unapproved applications on personal devices, were not monitored, subject to review or 

archived.  

13. Personnel of all TPG Inc. affiliated advisers, including Respondent, received 

training, which was designed to address the TPG Inc. affiliated advisers’ supervision of their 

personnel and adherence to their books and recordkeeping requirements.  The policies and related 

trainings notified personnel that electronic communications on approved platforms were subject to 

surveillance.  All TPG Inc. affiliated advisers, including Respondent, had procedures for all 

personnel requiring annual self-attestations of compliance.  

14. TPG Capital Advisors failed to implement a system reasonably expected to 

determine whether personnel were following the policies and procedures regarding electronic 

communications.  While permitting personnel to use approved communications methods, 

including on personal and/or firm-issued devices, for business communications, TPG Capital 

Advisors failed to implement sufficient monitoring to ensure that its recordkeeping and 

communications policies were being followed.   

Respondent’s Recordkeeping Failures 

15. In October 2022, the Commission staff commenced a risk-based initiative to 

investigate whether investment advisers were properly maintaining communications that they 

were required to preserve as records under the Advisers Act.  TPG Capital Advisors cooperated 

with the investigation by proactively gathering and reviewing communications from the personal 

devices of certain of its personnel and responding to the staff’s requests for additional 

information.  TPG Capital Advisors also produced, at the request of the Commission staff, off-

channel communications of a subset of these personnel relating to its investment advisory 



4 
 

business.  These personnel included senior leadership such as principals, partners, and vice 

presidents. 

16. The Commission staff’s investigation found off-channel communications by TPG 

Capital Advisor personnel, including senior personnel.  The majority of the personnel whose 

communications were reviewed in the course of the investigation had sent or received multiple 

off-channel communications that were records required to be preserved by TPG Capital Advisors 

under the Advisers Act.  These off-channel communications were sent among colleagues at TPG 

Capital Advisors as well as to external market participants.  

17. During the Relevant Period, personnel at TPG Capital Advisors sent and received 

off-channel text messages subject to the recordkeeping requirements of Advisers Act Rule 204-2.  

18. These off-channel communications included records required to be preserved 

under the Advisers Act because they related to a recommendation made or proposed to be made 

or advice given or proposed to be given.  For example, a TPG Capital Advisors principal 

exchanged multiple messages with a colleague and with personnel at another investment adviser 

on an unapproved platform concerning a proposed investment by a client fund in a target 

company.   

19. In addition, the investigation found off-channel communications that were records 

required to be preserved under the Advisers Act because they related to the placing or execution 

of orders to purchase or sell securities.  For example, a TPG Capital Advisors partner exchanged 

messages with a colleague on an unapproved platform concerning potential trades on behalf of a 

client fund. 

Respondent’s Violations and Failure to Supervise 

20. As a result of the conduct described above, TPG Capital Advisors willfully2 

violated Section 204 of the Advisers Act and Rule 204-2(a)(7) thereunder. 

21. As a result of the conduct described above, TPG Capital Advisors failed reasonably 

to supervise its personnel, with a view to preventing or detecting certain of its supervised persons’ 

aiding and abetting violations of Section 204 of the Advisers Act and Rule 204-2(a)(7) 

thereunder, within the meaning of Section 203(e)(6) of the Advisers Act. 

Respondent’s Efforts to Comply 

22. In determining to accept the Offer, the Commission considered steps undertaken by 

TPG Capital Advisors prior to and after being approached by the Commission staff, as well as 

cooperation afforded the Commission staff.  Prior to this action, certain policies and procedures to 

                                                 
2  “Willfully,” for purposes of imposing relief under Section 203(e) of the Advisers Act, 

“‘means no more than that the person charged with the duty knows what he is doing.’”  See 

Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir 2000) (quoting Hughes v. SEC, 174 F.2d 969, 977 

(D.C. Cir. 1949)). 



5 
 

which Respondent’s personnel were subject concerning the use of approved communications 

methods, including on personal devices, were enhanced.   

Undertakings 

The Respondent has undertaken to: 

23. Internal Audit.  Within one hundred eighty (180) days of the entry of this Order, 

TPG Capital Advisors shall require that its Internal Audit function initiate a separate audit(s), to be 

completed within three hundred and sixty-five (365) days of the entry of this Order, consisting of 

the following:   

a.  A comprehensive review of TPG Capital Advisors’ supervisory, compliance, 

and other policies and procedures designed to ensure that TPG Capital Advisors’ 

electronic communications, including those found on personal electronic devices, 

including without limitation, cellular phones (“Personal Devices”), are preserved in 

accordance with the requirements of the federal securities laws.  This review should 

include, but not be limited to, a review of TPG Capital Advisors’ policies and procedures 

to ascertain if they provide for any significant technology and/or behavioral restrictions 

that help prevent the risk of the use of unapproved communications methods on Personal 

Devices in work conditions (e.g., traveling, site visits).   

 

b.  A comprehensive review of training conducted by TPG Capital Advisors 

designed to ensure personnel are complying with the requirements regarding the 

preservation of electronic communications, including those found on Personal Devices, in 

accordance with the requirements of the federal securities laws, as well as a review of 

TPG Capital Advisors’ requirement that its personnel certify in writing on a periodic basis 

that they are complying with preservation requirements.  

 

c.  An assessment of the surveillance program measures implemented by TPG 

Capital Advisors designed to ensure compliance, on an ongoing basis, with the 

requirements found in the federal securities laws to preserve electronic communications, 

including those found on Personal Devices. 

 

d.  An assessment of the technological solutions that TPG Capital Advisors has 

begun implementing to meet the record retention requirements of the federal securities 

laws, including an assessment of the likelihood that TPG Capital Advisors’ personnel will 

use the technological solutions going forward and a review of the measures employed by 

TPG Capital Advisors to track personnel usage of new technological solutions.  

 

e.  A comprehensive review of the framework adopted by TPG Capital Advisors 

to address instances of non-compliance by TPG Capital Advisors’ personnel with TPG 

Capital Advisors’ policies and procedures concerning the use of Personal Devices to 

communicate about TPG Capital Advisors’ business.  This review shall include a survey 

of how TPG Capital Advisors determined which personnel failed to comply with TPG 

Capital Advisors’ policies and procedures, the corrective action carried out, an evaluation 



6 
 

of who violated the policies and procedures and why, what penalties were imposed, and 

whether penalties were handed out consistently across business lines and seniority levels.   

 

24. Recordkeeping.  TPG Capital Advisors shall preserve any record of compliance 

with these undertakings, including any materials supporting the certification made pursuant to 

Paragraph 25, in an easily accessible place for a period of not less than five (5) years from the 

end of the fiscal year during which the last entry was made on such record, the first two (2) years 

in an appropriate office of TPG Capital Advisors.  

25. Certification.  TPG Capital Advisors shall certify, in writing, compliance with the 

undertakings set forth above.  The certification shall identify the undertakings and provide 

written evidence of compliance in the form of a narrative.  The Commission staff may make 

reasonable requests for further evidence of compliance, and Respondent agrees to provide such 

evidence.  The certification shall be submitted to Thomas P. Smith, Jr., Associate Regional 

Director, Division of Enforcement, Securities and Exchange Commission, New York Regional 

Office, 100 Pearl Street, Suite 20-100, New York, NY 10004, or such other person as the 

Commission staff may request, with a copy to the Office of Chief Counsel of the Enforcement 

Division, no later than sixty (60) days from the date of the completion of the undertakings. 

 In determining whether to accept the Offer, the Commission has considered these 

undertakings. 

 

IV. Sanctions 

 In view of the foregoing, the Commission deems it appropriate and in the public interest 

to impose the sanctions agreed to in Respondent’s Offer. 

 

 Accordingly, pursuant to Sections 203(e) and 203(k) of the Advisers Act, it is hereby 

ORDERED that: 

 

A. Respondent cease and desist from committing or causing any violations and any 

future violations of Section 204 of the Advisers Act and Rule 204-2 thereunder. 

B. Respondent is censured.  

C. Respondent TPG Capital Advisors, LLC shall, within fourteen (14) days of the 

entry of this Order, pay a civil money penalty in the amount of $8,500,000 to the Securities and 

Exchange Commission for transfer to the general fund of the United States Treasury, subject to 

Exchange Act Section 21F(g)(3).  If timely payment is not made, additional interest shall accrue 

pursuant to 31 U.S.C. § 3717.   

 Payment must be made in one of the following ways:   

 

(1) Respondent may transmit payment electronically to the Commission, 

which will provide detailed ACH transfer/Fedwire instructions upon 

request;  

 



7 
 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

TPG Capital Advisors as the Respondent in these proceedings, and the file number of these 

proceedings; a copy of the cover letter and check or money order must be sent to Thomas P. 

Smith, Jr., Associate Regional Director, Division of Enforcement, Securities and Exchange 

Commission, New York Regional Office, 100 Pearl Street, Suite 20-100, New York, NY 10004.   

 

 D. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 

be treated as penalties paid to the government for all purposes, including all tax purposes.  To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 

a Penalty Offset, Respondent agrees that it shall, within thirty (30) days after entry of a final 

order granting the Penalty Offset, notify the Commission’s counsel in this action and pay the 

amount of the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall 

not be deemed an additional civil penalty and shall not be deemed to change the amount of the 

civil penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor 

Action” means a private damages action brought against Respondent by or on behalf of one or 

more investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding. 

 

 

 By the Commission. 

 

 

 

Vanessa A. Countryman 

       Secretary 


	I. Introduction
	II. Consent
	III. Facts
	Summary
	Respondent
	Recordkeeping Requirements Under the Advisers Act
	Respondent’s Policies and Procedures
	Respondent’s Recordkeeping Failures
	Respondent’s Violations and Failure to Supervise
	Respondent’s Efforts to Comply
	Undertakings

	IV. Sanctions