Alumni Ventures Group is the latest private investment firm to get in trouble for saying one thing and doing another, when it comes to the fees it charges to limited partners.

Driving the news: The SEC found that AVG told LPs in marketing materials that they would be charged the "industry standard" of 2% management fees and 20% carried interest. But, rather than charging the management fees on an annual basis, as is industry standard, AVG charged 20% upfront (i.e., 2% times 10 years).

• Regulators also found that AVG comingled funds without informing LPs.
• AVG agreed to repay $4.7 million to affected funds and to pay a $700,000 penalty. Also, AVG CEO Mike Collins agreed to pay a $100,000 penalty.

Why it matters: Charging 10 years of management fees upfront is essentially an interest-free loan.

• Details of the arrangement were included in fund subscription documents — as opposed to in the marketing materials — but AVG is mostly backed by thousands of individual investors who may not have noticed or understood the discrepancy. Remember, "accredited" doesn't necessarily equal "sophisticated."
• AVG also created the possibility that it was charging the equivalent of 10 years worth of fees, even if a fund didn't last 10 years.
• It offers no fee clawbacks in such situations, per new marketing docs distributed after the SEC investigations began, except in the case of single company syndicates (and, even there, the clawback was non-pro rated).

By the numbers: AVG managed around $425 million as of March 31, 2021.

• It's primarily an umbrella for a series of funds that operate under brands tied to specific universities like Harvard (The Yard Ventures) and Yale (Blue Ivy Ventures). The idea is to back startups somehow tied to those schools, such as via alumni co-founders, but AVG doesn't have any formal affiliation with any of the schools.

What it's saying: AVG tells Axios that its upfront capital call and fee structure is in the best interest of LPs because it's simple, helps enable low investment minimums and eliminates the possibility of hidden fees.

• And, to further its point, AVG is continuing to maintain this structure for new funds, albeit with compliant marketing materials.
• AVG declined to explain why it used the "industry standard" language, or why anyone should pay 10 years of management fees for (potentially) fewer years of management.

The bottom line: Always read the fine print.

Google agreed to buy Mandiant (Nasdaq: MNDT), a Reston, Va.-based cybersecurity firm, for $5.4 billion in cash.

Why it's the BFD: This reflects how the rise of cloud computing comes with increased cybersecurity needs, which is why Microsoft was also interested in buying Mandiant — a company that got headlines for uncovering the SolarWinds hack.

Details: The $23 per share price represents around a 53% premium to where Mandiant traded before the first reports of Microsoft's interest, and an 18.7% premium to where shares opened yesterday. Mandiant shares last topped $23 at the end of 2020.

The bottom line: We previously noted that Microsoft's pursuit of Mandiant was evidence that the Biden administration's antitrust efforts aren't scaring Big Tech off of multibillion-dollar acquisitions. Replace Microsoft with Google, and the same takeaway applies.

• Forto, a Berlin-based digital freight forwarder, raised $250m in Series D funding at a $2.1b valuation. Disruptive led, and was joined by insiders SoftBank, G Squared, Northzone, Unbound and A.P. Moeller. http://axios.link/2727

• Stax, an Orlando, Fla.-based payments platform, raised $245m at a $1b valuation from Greater Sum Ventures, HarbourVest and Blue Star Innovation Partners. http://axios.link/Ia6C

• Axonius, a New York-based cybersecurity asset management company, raised $200m in Series E funding at a $2.6b valuation. Accel led, and was joined by Silver Lake Waterman, Alta Park Capital, Owl Rock and insiders Bessemer Venture Partners, Lightspeed Venture Partners, Alkeon, Stripes, Iconiq and DTCP. http://axios.link/eFRY

🚑 DNAnexus, a Mountain View, Calif.-based provider of biomedical data analysis software, raised $200m. Blackstone led, and was joined by insiders Northpond Ventures, GV, Perceptive Advisors, Innovatus Capital Partners and Foresite Capital. www.dnanexus.com

• Immutable, an Australian NFT startup, raised $200m at a $2.5b valuation. Temasek led, and was joined by Mirae Asset, ParaFi Capital, Declaration Partners and Tencent. http://axios.link/B8Oa

• Yoco, a South African fintech that helps small businesses take card and mobile payments, is in talks to raise $150m in new funding, as reported yesterday by Axios Pro's Lucinda Shen.

• AutoFi, an S.F.-based auto financing startup, closed $85m at nearly a $700m valuation from Santander USA, SVB Financial Group and Crosslink Capital. www.autofi.com

🚑 Health Gorilla, an S.F.-based health information network and interoperability provider, raised $50m in Series C funding. SignalFire led, and was joined by Epsilon, IA Capital and Nationwide Ventures. http://axios.link/zGtP

🚑 Microbiotica, a British developer of microbiome-based therapeutics and biomarkers, raised £50m in Series B funding. Flerie Invest and Tencent co-led, and were joined by British Patient Capital and insiders Cambridge Innovation Capital, IP Group and Seventure Partners. http://axios.link/pIWE

• Blockmetrix, a Dallas-based Bitcoin miner, said it raised $43m in Series B funding from undisclosed investors. http://axios.link/AWfe

• Glorify, a social prayer app for Christians, raised $40m in Series B funding led by SoftBank. www.glorify-app.com

• Dash, a Ghanaian payments app, raised $32.8m in seed funding. Insight Venture Partners led, and was joined by GFC, 4DX Ventures, ASK Capital, Techstars and Zinal Growth Partners. http://axios.link/nNjP

• Espresso Systems, a privacy-focused blockchain startup, raised $32m in Series B funding. Greylock and Electric Capital co-led, and were joined by Sequoia Capital, Blockchain Capital and Slow Ventures. http://axios.link/KHFN

• Zeta, an S.F.-based “omni stack for credit cards,” raised $30m at a $1.5b valuation from backers like Mastercard. http://axios.link/yr7n

• RIOS Intelligent Machines, a Menlo Park-based developer of factory automation robotics, raised $28m in Series A equity and debt funding. Main Sequence led, and was joined by Yamaha Motor Ventures, Orbit Venture Partners, Hypertherm Ventures, and strong participation from existing investors Valley Capital Partners, Morpheus Ventures and Grit Ventures. http://axios.link/FjGL

• ParkourSC (fka Cloudleaf), a San Jose, Calif.-based supply chain operations platform, raised $26m. Coda Capital led, and was joined by John Chambers. http://axios.link/Jn6R

• Disco (fka Co-op Commerce), a post-purchase cross-promotional network, raised $20m in Series A funding. Felicis Ventures led, and was joined by Shopify, Sugar Capital, Bessemer Venture Partners, Indicator Ventures, RiverPark Ventures, Vibe Capital and Not Boring Fund. http://axios.link/GXUM

🚑 Homeward, rural healthcare startup led by ex-Livongo president Jennifer Schneider, raised $20m from General Catalyst. www.homewardhealth.com

• Mighty Jaxx, a Singapore-based digital and physical collectibles startup, raised $20m in Series A funding. East Ventures led, and was joined by Mirana Ventures, Easternwind International, Teja Ventures, Pan Solar Ventures, KB Investment and Korea Investment Partners. http://axios.link/tPgA

• Thirdfort, a London-based payment fraud detection startup, raised £15m in Series A funding. Breega led, and was joined by Element Ventures. http://axios.link/9Wyg

🚑 CancerIQ, a Chicago-based precision medicine startup, raised $14m. Merck and Amgen co-led, and were joined by McKesson Ventures, OSF Ventures and HealthX Ventures. http://axios.link/JuUH

• Talage, a Reno, Nev.-based provider of digital distribution software for commercial insurance, raised $9m. Merus Capital led, and was joined by Calibrate Ventures, Hallador Financial, Advantage Capital, and Reno Seed Fund. www.talageins.com

• Loyal Guru, a Barcelona-based e-commerce loyalty startup, raised €8m in Series A funding. Nauta Capital led, and was joined by insider Greycroft. http://axios.link/sB63

• 24 Exchange, a Bermuda-based multi-asset trading platform, raised $7m from Morgan Creek Digital, Aspire Financial and Blackwells Capital invested. www.24exchange.net

• Cay Skin, a sunscreen startup founded by model Winnie Harlow, raised $4.1m in seed funding from Female Founders Fund, True Beauty Ventures, New Money Ventures, Air Venture Partners and Silas Venture Partners. http://axios.link/1XAA

🚑 Advent International is among likely suitors for the home health and hospice unit of Encompass Health (NYSE: EHC), which could fetch $3b, per Reuters. http://axios.link/wNls

• AEA Investors acquired AmeriVet, a San Antonio-based veterinary clinic chain, from Imperial Capital Group. www.amerivet.com

• Capital Constellation acquired a passive minority stake in Post Road Group, a New York-based PE firm focused on mid-market and real estate deals. www.postroadgroup.com

• Clayton, Dubilier & Rice agreed to buy the 51% stake it doesn't already hold in Cary, N.C.-based Cornerstone Building Brands (NYSE: CNR) at a $5.8b enterprise value (including assumed debt), or $24.65 per share (16% premium over Friday's closing price). http://axios.link/Dwmg

• Clearlake Capital agreed to buy Montreal-based packaging products maker Intertape Polymer Group (TSX: ITP) for around US$2.6b. www.itape.com

• Currencies Direct, a London-based digital FX and international payments firm backed by Corsair and Palamon Capital Partners, secured a £140m investment from Blackstone. www.currenciesdirect.com

• HLD bought a majority stake in ba&sh, a French women's apparel company, from L Catterton. www.ba-sh.com

⚡ KKR is considering a bid for Albioma (Paris: ABIO), a French solar and biomass power firm with a 1.2b market cap, per Bloomberg. http://axios.link/9Y0o

• McNally Capital invested in Smith & Oby, a Walton Hills, Ohio-based HVAC and plumbing mechanical contractor. www.smithandoby.com

🥃 Pritzker Private Capital acquired Kentucky-based Bardstown Bourbon Co. http://axios.link/OyiQ

• Taxa Outdoors, a Houston-based maker of outdoor trailers and campers, raised funding from L Catterton and RX3 Growth Partners. www.taxaoutdoors.com

• Mobileye, a self-driving software company bought by Intel in 2017 for $15.3b, reportedly filed confidential IPO docs. Intel had said last year it was planning a 2022 IPO for the business. http://axios.link/3w3M

• Top Glove, a rubber glove maker whose shares are traded in Kuala Lumpur and Singapore, has postponed plans to raise $347m via a Hong Kong listing. http://axios.link/Ui3b

• Cain Acquisition, a real estate SPAC, pulled a $250m IPO registration. http://axios.link/CjV4

🌎 LanzaTech, a Skokie, Ill.-based waste carbon recycling company, agreed to go public at an implied $2.2b equity valuation via a decarbonization SPAC called AMCI Acquisition Corp. II (Nasdaq: AMCI). LanzaTech raised over $570m in VC funding, plus got a PPP loan, from backers like Qiming Venture Partners, New Zealand Superannuation Fund, Khosla Ventures, CITIC Capital, Novo Holdings and Mitsui & Co. http://axios.link/8bai

• SatixFy, a British satellite chips provider, plans to go public at an implied $813m valuation via a merger with Endurance Acquisition Corp. (Nasdaq: EDNC), a space SPAC formed by Antarctica Capital. SatixFy raised around $32m in VC funding. http://axios.link/4FCY

• Tomorrow.io, a Boston-based hyper-local weather forecasting company, scrapped plans to go public at an implied $1.2b valuation via Pine Technology Acquisition Corp. (Nasdaq: PTOC). Tomorrow has raised around $180m from firms like Canaan Partners, Fontilalis Partners, Square Peg Capital, Pitango, Highline Capital Management and JetBlue. http://axios.link/W4ri

• Orange (Paris: ORA) and Masmovil Ibercom entered into exclusive merger talks, to create a Spanish telecom giant valued at €19.6b. http://axios.link/ywI1

🚑 Kuma Partners, a Paris-based health and biotech VC firm, held a €160m first close on a €250m-targeted growth fund. www.kumapartners.com

• Tola Capital, a Seattle-based VC firm, is raising $400m for its third fund, per an SEC filing. www.tolacapital.com

• Erin Andrew joined Turning Rock Partners as a managing director. She previously was with Live Oak Bank. www.turningrockpartners.com

• Blake Battaglia joined Dallas-based Riata Capital Group as a managing partner. He previously was with ABRY Partners. www.riatacapital.com

• Kaitlyn DeBernardo joined Next Coast Ventures as a partner and head of platform. She previously was with Workwise. www.nextcoastventures.com

• Madeline Kaplan is joining S.F.-based Selva Ventures as a principal. She previously was with Smash Ventures. www.selvaventures.com

• Zubin Malkani joined Gemspring Capital as a managing director. He previously was with CI Capital and GTCR. www.gemspring.com

• Herb Yeh stepped down as Citigroup's co-head of global tech investment banking to join Evercore, per Bloomberg. http://axios.link/8WQ1

• Arrowroot Capital promoted Matt Klein to partner. www.arrowrootcapital.com

• SK Capital Partners promoted Michael Gilbert to managing director and head of portfolio operations. www.skcapitalpartners.com

The London Metal Exchange this morning halted trading of nickel contracts, after a short squeeze caused the price to spike above $100,000 per metric ton. This came after a 44% price surge on Monday.

• Why it matters: Nickel is a major ingredient in electric vehicle batteries, and the world's single largest supplier is based in Russia.