What the SEC order establishes

• Keith Gebert advised at least 36 clients to invest approximately $10 million in a private real estate fund between October 2020 and March 2023.
• The SEC found that Gebert received approximately $509,350 in referral fees from the fund’s affiliated management company and knowingly failed to disclose them.
• Client disclosures identified an asset-based advisory fee, generally 1 percent, while stating that Rightbridge and related people had no sales interest in recommended securities.
• The fund deferred redemptions and payments in early 2023. Interest payments had largely stopped by late 2023.
• A January 2025 investor letter said the fund’s investments were bankrupt or otherwise unrecoverable. The order states that nearly all of Gebert’s clients were still owed at least the equivalent of their initial investments.
• The SEC ordered disgorgement, interest and a civil penalty, and imposed a broad bar on Gebert’s association with regulated financial firms.

The conflict was not an abstract compliance problem. Gebert’s compensation increased when clients accepted the recommendation, while those clients were told nothing about that incentive.

The investment was presented as low-risk, collateralized and backed by real estate. Clients were told they could receive monthly installments at a 10 percent annual return for a two-year commitment, or 12 percent for three years. What they were not told, according to the SEC, was that their adviser stood to collect a referral payment when they invested.

Gebert operated through Rightbridge Private Capital LLC, an investment adviser he founded, owned and managed. Rightbridge had at least 103 clients and approximately $45.3 million in assets under management in its final regulatory filing, dated March 28, 2023. It withdrew its New Jersey investment adviser registration the following month.

The SEC found that the undisclosed compensation created a conflict between Gebert’s duty to give advice in his clients’ interests and his personal financial incentive to direct money into the fund.

One fee appeared in the paperwork. Another stayed out of sight.

Rightbridge’s client brochure said its investment management charge was a “1.00% annual fee” on assets. It also said additional compensation arrangements would be disclosed or separately negotiated. Versions of the brochure issued from June 2020 through March 2023 did not disclose compensation from the management company, the SEC found.

Rightbridge’s Form ADV, a regulatory disclosure document for investment advisers, stated that its compensation was based on assets under management. It also said Rightbridge and related people did not have a sales interest in securities recommended to clients.

The fund’s offering documents and partnership agreements did not fill the gap. According to the order, they did not state that Gebert or Rightbridge would receive compensation for selling interests in the fund.

The SEC found that Gebert knew he had not disclosed the payments. It also found that he routed them through a personal bank account held jointly with a family member instead of Rightbridge’s business account. He did not distribute the referral fees to clients or reduce their advisory charges by a corresponding amount.

How the conflict worked

1. Gebert made the recommendation He described the fund as a low-risk, collateralized fixed-income investment backed by real estate.
2. Clients supplied the capital At least 36 clients invested approximately $10 million based on his advice.
3. The fund financed properties The private fund pooled investments for multifamily properties owned and operated by an affiliated management company.
4. The company paid the adviser The management company paid Gebert referral fees that the SEC says were never disclosed to clients.

Conceptual summary of the relationships described in the SEC order. It does not trace particular client dollars into particular referral payments.

Three retirees said the missing fact would have mattered

The order recounts statements from three anonymized clients, all retired and between 63 and 75 years old. Each said the referral arrangement had not been disclosed. Two said they would not have invested had they known about it.

Those statements help explain why disclosure was material. A client evaluating supposedly independent advice would reasonably want to know that the adviser received compensation from the business connected to the recommended investment.

The promised income stopped, then the fund described its assets as unrecoverable

In early 2023, the management company’s chief executive sent investors a notice announcing that the fund would temporarily defer redemption and payment requests. By late 2023, the order says, interest payments to investors had largely ceased.

“all of the Funds’ [sic] investments are in bankruptcy or otherwise unrecoverable, without any short-term or long-term possibility of recovering any assets or realizing any value therefrom. The Fund has no available cash to continue operation in any form.”

January 27, 2025 letter from the management company’s CEO to investors, quoted in the SEC order

The SEC order states that nearly all of Gebert’s clients remained owed an amount at least equivalent to their initial investments. It does not provide a final loss total, describe any later recoveries or establish that the undisclosed referral arrangement caused the fund’s financial collapse.

The two events matter for different reasons. The fund’s failure describes the financial risk borne by clients. The hidden payments describe a conflict that prevented those clients from evaluating the adviser’s incentive before accepting that risk.

The sequence from pitch to enforcement

What the SEC ordered

The Commission found that Gebert willfully violated Sections 206(1) and 206(2) of the Investment Advisers Act. Those provisions prohibit fraudulent or deceptive conduct toward advisory clients and reflect an adviser’s duties of loyalty and care. The order separately states that Gebert knowingly failed to disclose the payments and resulting conflicts.

The order also directs Gebert to cease and desist from present or future violations of the cited antifraud provisions. Any future application for reentry into regulated roles would be subject to the applicable process and could depend on compliance with the order and other outstanding financial obligations.

Investor repayment is not guaranteed by the order. The SEC said it would hold the disgorgement and interest at the U.S. Treasury while deciding whether a distribution to harmed investors would be feasible. The Commission may also establish a Fair Fund using collected civil penalties, but the order leaves that decision to the SEC’s discretion.

What the available record leaves unresolved

• Whether the ordered money has been paid and whether the SEC will distribute any of it to investors.
• How much investors may ultimately recover from the fund, related bankruptcy proceedings or other sources.
• The identities of the fund and management company, which are not disclosed in the order.
• The final amount of investor losses after accounting for any prior interest payments or future recoveries.

The disclosure failure changed what clients could see

An adviser can recommend an investment that later fails without necessarily violating the law. The central finding here is different. The SEC says Gebert gave clients a picture of his compensation that omitted the payment tied directly to their decision to invest.

On paper, clients saw an adviser charging a percentage of their assets and claiming no sales interest in recommended securities. Behind that paperwork, the SEC found, the management company paid him more than half a million dollars for directing client money into its affiliated fund.

The order does not establish that disclosure would have prevented the fund’s collapse. It establishes that clients were denied information they needed to judge whose financial interests the recommendation served. When the investment stopped paying, they were the ones left waiting for their principal.