Over more than four years, a fund manager sold interests in private funds that were purchasing the shares of private companies, seeking to profit when those companies went public. The manager used a network of sales agents, most of whom received up-front commissions and a share of any profits upon a company’s IPO. In 2022, the SEC brought an enforcement action alleging multiple violations of the federal securities laws, including fraud, sale of unregistered securities and unauthorized brokerage activity. The SEC recently brought a follow-on action against three of the manager's sales agents, claiming they misled investors about their compensation and engaged in brokerage activity without being associated with an SEC-registered broker. The manager “could not have cheated investors without the unregistered sales agents who fraudulently solicited them,” said Antonia M. Apps, Director of the SEC’s New York Regional Office, in the press release announcing the action. “The SEC will continue to hold individuals accountable for their wrongdoing, including a failure to register.” This article details the SEC’s charges and the alleged underlying fraud by the manager and its affiliates. This article provides an in‑depth look at these charges, which address various legal and compliance issues relevant to PE, such as fee disclosures; investor accreditation and qualification; and registration. It also covers the remedies sought by the SEC, including permanent injunctions, disgorgement and civil penalties. For coverage of other recent SEC enforcement actions, see “SEC Enforcement Action Targets PE Sponsor’s Write‑Down Mechanics and Related Disclosures to LPs
” (Jul. 13, 2023); and “SEC Enforcement Action Scrutinizes Substantive Details of Level‑3 Valuation Policies and Procedures
” (Jun. 29, 2023).