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SEC Enforcement: Fantasy Sports-Style Investing Site Gets a Little Too Real

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The Securities and Exchange Commission has imposed $2.8 million in penalties on a Swiss trader for using inside information to trade in the stock of a company that was being acquired by Apple.

Among other enforcement actions, the agency went after an investment advisor for fraud; a company for illegally offering complex derivatives to retail investors; and an investment advisor and mutual fund board members for failures in connection with mutual fund advisory contract evaluations and approvals. And in Massachusetts, the secretary of the commonwealth charged a Newton man with investor fraud.

SEC Fines Fantasy Sports-Style Investing Site Over Complex Derivatives

Sand Hill Exchange, an experimental investing site based in Silicon Valley, was fined $20,000 by the SEC after the agency determined that the firm was illegally offering complex derivatives products to retail investors.

The SEC found that Sand Hill was offering and selling security-based swaps contracts to retail investors outside the regulatory framework of a national securities exchange, and without the required registration statements in effect. The violations were found shortly after the offering process began, and with cooperation from the company the platform was shut down before any investor harm occurred.

The agency said that Sand Hill began as two Silicon Valley entrepreneurs creating an online business involving the valuation of private startup companies in the region along the lines of a fantasy sports league. But Gerrit Hall and Elaine Ou changed their business model multiple times, and earlier this year Sand Hill evolved to invite Web users to use real money to buy and sell contracts referencing pre-IPO companies and their value.

Sand Hill looked for people to fund their accounts either via dollars or bitcoin, and did no investigation as to accreditation status of their prospective investors. They did intend to pay users who profited from their contracts, but although they understood they were buying and selling derivatives linked to the value of private companies, Ou falsely claimed that they were in the process of seeking regulatory approval for Sand Hill’s contracts, the SEC said.

For about seven weeks, Sand Hill offered, bought and sold contracts through the website, violating Dodd-Frank provisions limiting security-based swaps transactions with people who don’t meet the definition of an eligible contract participant. Hall and Ou also exaggerated Sand Hill’s trading, operations, controls and financial backing. They stopped their swaps activity after SEC inquiries early in April.

Sand Hill has agreed to settle the SEC’s charges without admitting or denying them and will pay a $20,000 penalty. It says on its website that all money provided by users has been refunded and that the site is for “entertainment purposes only.”

Investment Advisor, Mutual Fund Board Members Charged by SEC

The SEC has charged a mutual fund advisor, its principal, and three mutual fund board members with failing to satisfy their statutory obligations in connection with the evaluation and approval of mutual fund advisory contracts.

Richmond, Virginia-based advisory firm Commonwealth Capital Management was charged with violating Section 15(c) of the Investment Company Act of 1940 for providing incomplete or inaccurate information to two mutual fund boards, and the firm’s majority owner, John Pasco III, was charged with causing the violations. They and former trustees J. Gordon McKinley III, Robert Burke, and Franklin Trice III have agreed to settle the SEC’s charges.

According to the agency, Commonwealth acted as the investment advisor to various mutual funds within World Funds Trust (WFT) and World Funds Inc. (WFI). Commonwealth was part of a turnkey mutual fund platform that provided various services to small to midsize mutual funds.

But during an SEC investiation, the agency found that as part of what’s known as the 15(c) process, the WFT board of trustees requested that Commonwealth and Pasco provide certain information regarding advisory fees paid by comparable funds as well as the nature and quality of the firm’s services. However, no evidence could be found that Commonwealth provided, or that trustees evaluated, fees paid by comparable funds.

Commonwealth also provided incomplete responses about the nature and quality of services that it provided, compared with services provided by the funds’ subadvisor and administrator, and the trustees neither requested nor received any additional materials. In spite of that, the trustees approved the advisory contracts without having all of the information they requested as reasonably necessary to evaluate the contracts. “The advisory fee typically is the largest expense reducing investor returns,” Julie Riewe, co-chief of the SEC Enforcement Division’s asset management unit, said in a statement. “The WFT trustees fell short as the shareholders’ watchdog by essentially rubber-stamping the advisor’s contract and related fee.”

When independent directors in the WFI series of funds requested information from Commonwealth in connection with board meetings to approve the firm’s advisory contract, Commonwealth omitted or provided inaccurate information. It supplied a fee chart that omitted some information while including other false information and making inapt comparisons.

In addition, the firm failed to provide some profitability information, as well as information about an expense limitation agreement that had been in place to limit the relevant fund’s expenses. Commonwealth also informed the WFI independent directors that the fund had appropriate breakpoints when, in fact, breakpoints were omitted from the advisory contract.

Without admitting or denying the findings, Commonwealth Capital Management, McKinley, Burke, Trice and Pasco consented to the SEC’s enforcement order. Pasco, Commonwealth Capital Management and its affiliated administrator Commonwealth Shareholder Services, which was contractually responsible for preparing the shareholder reports on behalf of the WFI funds, agreed to jointly and severally pay a $50,000 penalty. The trustees each agreed to pay a $3,250 in penalty.

Commonwealth Capital is not affiliated with Commonwealth Financial Network.

Swiss Trader Fined $2.8 Million for Insider Trading

Helmut Anscheringer, a trader who lives in Basel, Switzerland, was charged by the SEC with insider trading for acting on nonpublic information ahead of a Florida-based biometrics company’s acquisition by Apple Inc.

According to the agency, Anscheringer found out about Apple’s planned acquisition of AuthenTec Inc., which provides fingerprint sensors and software for use in electronic devices, from a longtime friend related to an AuthenTec executive. He then bought stock and call options, the latter of which accounted for nearly all of the series volume on the days he purchased them.

Just days later, AuthenTec publicly announced that it had agreed to become a wholly owned subsidiary of Apple for $355 million in cash. That caused the stock price to close about 60% higher than the day before, bringing Anscheringer more than $1.8 million in illicit profits.

Without admitting or denying the SEC’s charges, Anscheringer agreed to settle, and was ordered to pay disgorgement of $1,820,024, prejudgment interest of $121,732, and a penalty of $910,012 for a total of $2,851,768.

The SEC’s investigation is ongoing.

SEC Charges Investment Advisor With Fraud Over Penny Stock Investments

The SEC charged Massachusetts-based Interinvest Corp. and its owner and president, Hans Peter Black, with fraud for funneling more than $17 million in client assets into four financially troubled Canadian penny stock companies in which Black has undisclosed business and financial interests.

According to the agency, an SEC examination revealed the problem, and Intervest and Black have stonewalled its investigation. As a result, the SEC is seeking a freeze order on the firm’s assets and a prohibition against the firm and Black from continuing to exercise investment authority over client assets under management — an amount that, as of April, the firm said was nearly $95 million.

The agency said that clients at Interinvest may have lost as much as $12 million of their $17 million investment based on the recent trading history of shares in the penny stock companies, some of which are purportedly in the business of exploring for gold or other minerals. Black has served on the boards of directors of these companies, which have collectively paid an entity he controls approximately $1.7 million. Despite the conflict of interest his involvement created, he never revealed any of it to clients.

In addition to emergency relief, the SEC’s complaint seeks to permanently enjoin Interinvest and Black from violating the securities laws and require them to repay ill-gotten gains with interest and penalties.

Massachusetts Man Charged With Investor Fraud

William Galvin, the secretary of the commonwealth of Massachusetts, has charged a Newton man and his company with luring investors into hot IPOs with fraudulent misrepresentations and then taking their money for himself.

Before Paul J. Jackson of Paul J. Jackson & Associates LLC shut down his investment advisory firm last December, the complaint says, “Jackson abused his clients’ trust, breached his fiduciary duty owed to his clients, and stole from his clients. From at least 2006 through 2014, Jackson stole over $2 million from at least seven victims who are residents of Massachusetts, Illinois, Oklahoma, Rhode Island and South Carolina.”

According to the complaint, Jackson fabricated investing opportunities for such IPOs as Facebook, Twitter and Alibaba, but once he got prospective investors’ money, he used it to pay his own expenses—or to pay off one early “investor” in a Ponzi-like scheme.

Jackson was also arrested and charged with one count of wire fraud in connection with the scheme.

The Commonwealth seeks a permanent bar against Jackson and his firm in the securities business in Massachusetts and compensation to investors for losses attributed to the scheme.

— Check out Pro Athletes Bilked at Live Nation-Owned Firm Under CCO’s Nose: SEC on ThinkAdvisor.


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