UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 99466 / February 5, 2024

ADMINISTRATIVE PROCEEDING

File No. 3-21602

In the Matter of

Prime Group Holdings, LLC,

Respondent.

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ORDER APPOINTING FUND 

ADMINISTRATOR, SETTING 

ADMINISTRATOR’S BOND AMOUNT, 

AND AUTHORIZING PAYMENT OF 

FEES AND EXPENSES

On September 5, 2023, the Commission issued an Order Instituting Cease-and-Desist 

Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making Findings and 

Imposing a Cease-and Desist Order (the “Order”)1against Prime Group Holdings, LLC (the 

“Respondent”). In the Order, the Commission found that Respondent, a private equity real estate 

firm focused on alternative real estate asset classes, made inadequate disclosures and materially 

misleading statements in the offering materials of Prime Storage Fund II, LP (“Fund II”), relating 

to millions of dollars of earned real estate brokerage fees paid between 2017 and 2021 to an 

affiliated real estate brokerage firm (“Affiliate”) which is wholly owned by Respondent’s CEO. 

The Respondent managed and oversaw the operations of numerous self-storage real estate 

properties, some of which are fully owned by Fund II, with others managed on behalf of other 

investors including Respondent’s CEO. Respondent retained employees and independent 

contractors to source real estate acquisition transactions (“Deal Teams”). The brokerage fees 

paid to Affiliate in connection with property acquisition were used, in part to compensate the 

1

 Securities Act Rel No. 11228 (Sept. 5, 2023).
2

Deal Teams that sourced transactions on behalf of Fund II, as well as to pay for operational 

expenses of Respondent’s operations. Fund II’s offering materials, including its limited 

partnership agreement, private placement memorandum, and due diligence questionnaires, 

included statements regarding certain contemplated fees to be paid by Fund II for services, 

including brokerage fees. These offering materials, however, did not adequately disclose that 

certain brokerage fees would be paid to an affiliate or that such payment could create a conflict 

of interest, or that fees received by Affiliate paid for, in part, operation expenses of Respondent. 

These failures to disclose material information rendered statements made by Respondent to 

investors in Fund II misleading.

The Commission ordered the Respondent to pay $11,5100,625.00 in disgorgement, 

$2,561,197.00 in prejudgment interest and $6,500,000.00 civil penalty, for a total of 

$20,571,822.00 to the Commission. The Commission also created a Fair Fund, pursuant to 

Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalty collected, along with the 

disgorgement and interest collected, can be distributed to harmed investors (the “Fair Fund”).

The Fair Fund consists of the $20,571,822.00 paid by the Respondent. The Fair Fund has 

been deposited in a Commission-designated account at the U.S. Department of the Treasury and 

any accrued interest will be added to the Fair Fund. 

The Division of Enforcement (the “Division”) now seeks the appointment of SS&C 

GIDS, Inc. (“SS&C”) as the fund administrator and requests that the administrator’s bond be set 

at $20,571,822.00. SS&C is included in the Commission’s approved pool of administrators.

The Division further requests that the Commission authorize the Office of Financial 

Management (“OFM”), at the direction of an Assistant Director of the Office of Distributions, to 

pay the Fund Administrator’s fees and expenses from the Fair Fund, so long as the total amount 
3

paid to the Fund Administrator, including the invoice to be paid, does not exceed the total 

amount of the approved cost proposal submitted by the Fund Administrator.

Accordingly, IT IS HEREBY ORDERED that:

A. SS&C is appointed as the Fund Administrator, pursuant to Rule 1105(a) of the 

Commission’s Rules on Fair Fund and Disgorgement Plans (“Commission’s 

Rules”);2

B. SS&C shall obtain a bond in accordance with Rule 1105(c) of the Commission’s 

Rules,3in the amount of $20,571,822.00; 

C. the Fund Administrator will submit invoices to the Commission staff for services 

rendered, in accordance with Rule 1105(d) of the Commission’s Rules;4and 

D. at the direction of an Assistant Director of the Office of Distributions, OFM is 

authorized to pay the Fund Administrator’s fees and expenses from the Fair Fund, 

in accordance with Rule 1105(e) of the Commission’s Rules,5so long as the total 

amount paid to the Fund Administrator, including the invoice to be paid, does not 

exceed the total amount of the approved cost proposal submitted by the Fund 

Administrator.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.6

Vanessa A. Countryman

Secretary 

2

 17 C.F.R. § 201.1105(a).

3

 17 C.F.R. § 201.1105(c).

4

 17 C.F.R. § 201.1105(d).

5

 17 C.F.R. § 201.1105(e).

6

 17 C.F.R. § 200.30-4(a)(17) and 17 C.F.R. § 200.30-4(a)(21)(vi).