In re VCP FINANCIAL LLC

 
 UNITED STATES OF AMERICA 
 Before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
INVESTMENT ADVISERS ACT OF 1940 
Release No. 6819 / January 14, 2025 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22409 
 
In the Matter of 
 
VCP FINANCIAL LLC 
 
Respondent. 
 
ORDER INSTITUTING ADMINISTRATIVE 
AND CEASE-AND-DESIST PROCEEDINGS, 
PURSUANT TO SECTIONS 203(e) AND 
203(k) OF THE INVESTMENT ADVISERS 
ACT OF 1940, MAKING FINDINGS, AND 
IMPOSING REMEDIAL SANCTIONS AND 
A CEASE-AND-DESIST ORDER 
   
 
I. 
 
The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
public interest that public administrative and cease-and-desist proceedings be, and hereby are, 
instituted pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 
(“Advisers Act”) against VCP Financial LLC (“Respondent”). 
II. 
 
In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose 
of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 
which the Commission is a party, and without admitting or denying the findings herein, except as 
to the Commission’s jurisdiction over it and the subject matter of these proceedings, which are 
admitted, Respondent consents to the entry of this Order Instituting Administrative and Cease-and-
Desist Proceedings, Pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 
1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order 
(“Order”), as set forth below. 
 
III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
 
                                                 
1
 The findings herein are made pursuant to Respondent's Offer of Settlement and are not 
binding on any other person or entity in this or any other proceeding. 

2 
Summary 
 
1. Between at least March 2021 and October 2024 (the “Relevant Period”), VCP 
Financial, a registered investment adviser, failed to manage a conflict of interest in a manner 
consistent with its representations in its firm brochures. In particular, VCP Financial disclosed that it 
had a financial conflict of interest when recommending investments offered by private funds 
managed by an affiliated entity under common ownership and control with VCP Financial (the 
“Affiliated Manager”). VCP Financial disclosed that it would manage the conflict of interest by, 
among other things, reasonably ensuring all clients’ accounts were invested in accordance with 
client approved investment policy statements and adopting policies and procedures to reasonably 
ensure that investments and recommendations were in the best interest of clients. Rather than follow 
these described procedures, however, VCP Financial required its clients who invested in the funds 
managed by the Affiliated Manager to acknowledge that VCP Financial was disclaiming its role in 
their investment decision and that VCP Financial was not acting as their investment adviser in 
connection with their investment in those funds. These statements contradicted VCP Financial’s 
firm brochure and further could lead a client to believe incorrectly that the client had waived a non-
waivable cause of action against VCP Financial that was provided by state or federal law. As a 
result, VCP Financial violated Section 206(2) of the Advisers Act. 
Respondent 
 
2. VCP Financial is a New York limited liability company formed in 2013 with its 
principal place of business in Staten Island, New York. VCP Financial is registered as an investment 
adviser with the Commission. It reported approximately $114.5 million in regulatory assets under 
management as of October 2024. Until January 2022, VCP Financial was known as LPS Financial 
LLC. 
Background 
 
3. VCP Financial’s principals operate the Affiliated Manager, which offers investments 
in certain private funds (the “Funds”). Investors in the Funds are identified in two ways: (1) calling 
potential investors identified on lists purchased from specialized companies; and (2) existing 
advisory clients of VCP Financial. 
4. Investors can purchase interests in a Fund either through the Fund directly, or 
through a specific broker-dealer (“Brokerage Firm”) that makes interests in the Funds available on 
its alternative investment custody platform. To purchase an interest in a Fund through the Brokerage 
Firm, an investor had to either (1) have at least $250,000 in certain investments in their account or 
(2) have their registered investment adviser sign an “Alternative Investment Letter of 
Authorization.” 
5. If an existing VCP Financial advisory client decided to invest in a Fund through the 
Brokerage Firm, a representative at VCP Financial signed the Alternative Investment Letter of 
Authorization as the investor’s investment adviser.  

3 
6. If an investor who was not an existing VCP Financial client decided to invest in a 
Fund through the Brokerage Firm, VCP Financial first onboarded the investor as an advisory client, 
including by executing an investment advisory contract and providing them with a copy of VCP 
Financial’s firm brochure. Thereafter, a representative at VCP Financial, as the investor’s 
investment adviser, signed the Alternative Investment Letter of Authorization. 
7. During the Relevant Period, VCP Financial’s firm brochure disclosed the conflict of 
interest arising from the common ownership and control between VCP Financial and the Affiliated 
Manager. The brochure further outlined several ways in which VCP Financial would manage that 
conflict of interest, including by “reasonably ensuring all clients’ accounts are invested in 
accordance with client approved investment policy statements” and “adopting policies and 
procedures to reasonably ensure that investments and recommendations are in the best interest of 
clients.”   
8. VCP Financial’s policies and procedures in turn set forth that VCP Financial is a 
fiduciary to its advisory clients and outlined ways to ensure that VCP Financial and its 
representatives fulfilled their fiduciary duty, including by obtaining substantial background 
information about each client’s financial circumstances, investment objectives, and risk tolerance at 
the time of client onboarding and annually, and conducting periodic client relationship and/or 
portfolio reviews. These reviews were required to be documented in the client files and/or VCP 
Financial’s customer relationship management system. 
9. Notwithstanding the foregoing statements in its firm brochure, during the Relevant 
Period, VCP Financial sought to manage the conflict in a different manner. Specifically, when an 
existing VCP Financial advisory client invested in a Fund or when a prospective investor became a 
VCP Financial client to be able to invest in a Fund VCP Financial issued a letter (“Letter”) to its 
clients that included the following statements, which the investor was required to acknowledge: 
Based on what we know about the Fund, the [pre-IPO company whose interests are held by 
the Fund], your own financial condition and objectives, as well as your expressed interest in 
‘pre-IPO’ investments, we believe the Fund is a suitable investment for you to consider. ... 
The principals of [VCP Financial] are also principals of the Manager of the Fund and will 
profit as a result of your investment in the Fund in the manner and amounts disclosed in the 
Fund’s offering documents. Because of this conflict of interest, [VCP Financial] expressly 
disclaims any role in your investment decision beyond making you aware of the Fund. 
Therefore, before considering an investment in the Fund, please acknowledge that [VCP 
FINANCIAL] IS NOT ACTING AS YOUR INVESTMENT ADVISOR IN 
CONNECTION WITH ANY INVESTMENT IN THE FUND ....  
 
You have had and will have the opportunity to explore alternative sources of equivalent 
investments in the [pre-IPO company whose interests are held by the Fund]. [VCP 
Financial] disclaims any obligation to make, and you had and have no expectation that 
[VCP Financial] would or will make, any such alternative opportunities known to you, 
regardless of whether [VCP Financial] is aware of any. 
 

4 
10. The Letter was included in the subscription materials and offering documents for the 
Fund. The language in the Letter contradicted VCP Financial’s representations in the Alternative 
Investment Letter of Authorization that it was signing the form as the investor’s investment adviser 
and its requirement that an investor wishing to invest in a Fund through the Brokerage Firm become 
a VCP Financial advisory client. VCP Financial’s use of the Letter contradicted the representations 
in the firm brochure regarding the ways in which VCP Financial would manage the conflict of 
interest arising from the common ownership between VCP Financial and the Affiliated Manager.  
VCP Financial was negligent in using the Letter without considering that it contradicted the 
Alternative Investment Letter of Authorization and the firm’s brochure. 
11. VCP Financial’s use of this Letter was also improper because it required its clients, 
all of whom are retail clients, to agree to a waiver of VCP Financial’s fiduciary duty. The Advisers 
Act establishes a federal fiduciary duty for investment advisers that may not be waived, though its 
application may be shaped by agreement. On June 5, 2019, the Commission published the 
Commission Interpretation Regarding Standard of Conduct for Investment Advisers, IA Rel. No. 
5248 (June 5, 2019) (“Commission Statement”), which stated that a contract provision purporting to 
waive the adviser’s federal fiduciary duty generally would be inconsistent with the Advisers Act, 
regardless of the sophistication of the client. 
12. In the context of advisory agreements, language purporting to limit an adviser’s 
liability is called a “hedge clause.”  The Commission Statement provided in relevant part that “there 
are few (if any) circumstances in which a hedge clause in an agreement with a retail client would be 
consistent with [] antifraud provisions, where the hedge clause purports to relieve the adviser from 
liability for conduct as to which the client has a non-waivable cause of action against the adviser 
provided by state or federal law. Such a hedge clause generally is likely to mislead those retail 
clients into not exercising their legal rights, in violation of the antifraud provisions ....”  Id. at p. 11, 
fn. 31.  
13. VCP Financial’s Letter purported to broadly limit VCP Financial’s liability by 
requiring a client to acknowledge that VCP Financial was not its adviser in connection with its 
investment in the Funds, and therefore, by extension, did not owe the client a fiduciary duty at the 
same time that VCP Financial was representing to the Brokerage Firm that it was the client’s 
advisor and requiring that the person be an advisory client to invest in the Funds. The language of 
the Letter is inconsistent with an adviser’s fiduciary duty because it may mislead VCP Financial’s 
client into not exercising its non-waivable legal rights.  
14. Prior to the institution of this proceeding, VCP Financial ceased issuing the Letter to 
its advisory clients who purchase interests in the Funds offered by the Affiliated Manager. 
Violations 
 
15. As a result of the conduct described above, VCP Financial willfully violated Section 
206(2) of the Advisers Act, which prohibits an investment adviser, directly or indirectly, from 
engaging “in any transaction, practice, or course of business which operates as a fraud or deceit 
upon any client or prospective client.” Scienter is not required to establish a violation of Section 

5 
206(2), which may rest on a finding of simple negligence. SEC v. Steadman, 967 F.2d 636, 643 n.5 
(D.C. Cir. 1992) (citing SEC v. Capital Gains Research Bureau, Inc., 375 U.S. 180, 195 (1963)). 
IV. 
 In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions agreed to in VCP Financial’s Offer. 
 
 Accordingly, pursuant to Sections 203(e) and 203(k) of the Advisers Act, it is hereby 
ORDERED that: 
 
 A. VCP Financial cease and desist from committing or causing any violations and any 
future violations of Section 206(2) of the Advisers Act. 
 
B. VCP Financial is censured. 
  
C. VCP Financial shall, within 14 days of the entry of this Order, pay a civil money 
penalty in the amount of $100,000 to the Securities and Exchange Commission for transfer to the 
general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely 
payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717.  
 
Payment must be made in one of the following ways:   
 
(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying VCP 
Financial as a Respondent in these proceedings, and the file number of these proceedings; a copy 
of the cover letter and check or money order must be sent to Sheldon L. Pollock, Division of 
Enforcement, Securities and Exchange Commission, 100 Pearl Street, Suite 20-100, New York, 
NY 10004-2616. 
 

6 
 D. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 
treated as penalties paid to the government for all purposes, including all tax purposes. To preserve 
the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor Action, it 
shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any award of 
compensatory damages by the amount of any part of Respondent’s payment of a civil penalty in 
this action (“Penalty Offset”). If the court in any Related Investor Action grants such a Penalty 
Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting the 
Penalty Offset, notify the Commission's counsel in this action and pay the amount of the Penalty 
Offset to the Securities and Exchange Commission. Such a payment shall not be deemed an 
additional civil penalty and shall not be deemed to change the amount of the civil penalty imposed 
in this proceeding. For purposes of this paragraph, a “Related Investor Action” means a private 
damages action brought against Respondent by or on behalf of one or more investors based on 
substantially the same facts as alleged in the Order instituted by the Commission in this 
proceeding. 
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
       Secretary 
 
 
 

UNITED STATES OF AMERICA 

 Before the 

 SECURITIES AND EXCHANGE COMMISSION 

 

INVESTMENT ADVISERS ACT OF 1940 

Release No. 6819 / January 14, 2025 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22409 

 

In the Matter of 

 

VCP FINANCIAL LLC 

 

Respondent. 

 

ORDER INSTITUTING ADMINISTRATIVE 

AND CEASE-AND-DESIST PROCEEDINGS, 

PURSUANT TO SECTIONS 203(e) AND 

203(k) OF THE INVESTMENT ADVISERS 

ACT OF 1940, MAKING FINDINGS, AND 

IMPOSING REMEDIAL SANCTIONS AND 

A CEASE-AND-DESIST ORDER 

   

 

I. 

 

The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 

public interest that public administrative and cease-and-desist proceedings be, and hereby are, 

instituted pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 

(“Advisers Act”) against VCP Financial LLC (“Respondent”). 

II. 

 

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose 

of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 

which the Commission is a party, and without admitting or denying the findings herein, except as 

to the Commission’s jurisdiction over it and the subject matter of these proceedings, which are 

admitted, Respondent consents to the entry of this Order Instituting Administrative and Cease-and-

Desist Proceedings, Pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 

1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order 

(“Order”), as set forth below. 

 

III. 

 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

 

                                                 
1 The findings herein are made pursuant to Respondent's Offer of Settlement and are not 

binding on any other person or entity in this or any other proceeding. 



2 

Summary 

 

1. Between at least March 2021 and October 2024 (the “Relevant Period”), VCP 

Financial, a registered investment adviser, failed to manage a conflict of interest in a manner 

consistent with its representations in its firm brochures. In particular, VCP Financial disclosed that it 

had a financial conflict of interest when recommending investments offered by private funds 

managed by an affiliated entity under common ownership and control with VCP Financial (the 

“Affiliated Manager”). VCP Financial disclosed that it would manage the conflict of interest by, 

among other things, reasonably ensuring all clients’ accounts were invested in accordance with 

client approved investment policy statements and adopting policies and procedures to reasonably 

ensure that investments and recommendations were in the best interest of clients. Rather than follow 

these described procedures, however, VCP Financial required its clients who invested in the funds 

managed by the Affiliated Manager to acknowledge that VCP Financial was disclaiming its role in 

their investment decision and that VCP Financial was not acting as their investment adviser in 

connection with their investment in those funds. These statements contradicted VCP Financial’s 

firm brochure and further could lead a client to believe incorrectly that the client had waived a non-

waivable cause of action against VCP Financial that was provided by state or federal law. As a 

result, VCP Financial violated Section 206(2) of the Advisers Act. 

Respondent 

 

2. VCP Financial is a New York limited liability company formed in 2013 with its 

principal place of business in Staten Island, New York. VCP Financial is registered as an investment 

adviser with the Commission. It reported approximately $114.5 million in regulatory assets under 

management as of October 2024. Until January 2022, VCP Financial was known as LPS Financial 

LLC. 

Background 

 

3. VCP Financial’s principals operate the Affiliated Manager, which offers investments 

in certain private funds (the “Funds”). Investors in the Funds are identified in two ways: (1) calling 

potential investors identified on lists purchased from specialized companies; and (2) existing 

advisory clients of VCP Financial. 

4. Investors can purchase interests in a Fund either through the Fund directly, or 

through a specific broker-dealer (“Brokerage Firm”) that makes interests in the Funds available on 

its alternative investment custody platform. To purchase an interest in a Fund through the Brokerage 

Firm, an investor had to either (1) have at least $250,000 in certain investments in their account or 

(2) have their registered investment adviser sign an “Alternative Investment Letter of 

Authorization.” 

5. If an existing VCP Financial advisory client decided to invest in a Fund through the 

Brokerage Firm, a representative at VCP Financial signed the Alternative Investment Letter of 

Authorization as the investor’s investment adviser.  



3 

6. If an investor who was not an existing VCP Financial client decided to invest in a 

Fund through the Brokerage Firm, VCP Financial first onboarded the investor as an advisory client, 

including by executing an investment advisory contract and providing them with a copy of VCP 

Financial’s firm brochure. Thereafter, a representative at VCP Financial, as the investor’s 

investment adviser, signed the Alternative Investment Letter of Authorization. 

7. During the Relevant Period, VCP Financial’s firm brochure disclosed the conflict of 

interest arising from the common ownership and control between VCP Financial and the Affiliated 

Manager. The brochure further outlined several ways in which VCP Financial would manage that 

conflict of interest, including by “reasonably ensuring all clients’ accounts are invested in 

accordance with client approved investment policy statements” and “adopting policies and 

procedures to reasonably ensure that investments and recommendations are in the best interest of 

clients.”   

8. VCP Financial’s policies and procedures in turn set forth that VCP Financial is a 

fiduciary to its advisory clients and outlined ways to ensure that VCP Financial and its 

representatives fulfilled their fiduciary duty, including by obtaining substantial background 

information about each client’s financial circumstances, investment objectives, and risk tolerance at 

the time of client onboarding and annually, and conducting periodic client relationship and/or 

portfolio reviews. These reviews were required to be documented in the client files and/or VCP 

Financial’s customer relationship management system. 

9. Notwithstanding the foregoing statements in its firm brochure, during the Relevant 

Period, VCP Financial sought to manage the conflict in a different manner. Specifically, when an 

existing VCP Financial advisory client invested in a Fund or when a prospective investor became a 

VCP Financial client to be able to invest in a Fund VCP Financial issued a letter (“Letter”) to its 

clients that included the following statements, which the investor was required to acknowledge: 

Based on what we know about the Fund, the [pre-IPO company whose interests are held by 

the Fund], your own financial condition and objectives, as well as your expressed interest in 

‘pre-IPO’ investments, we believe the Fund is a suitable investment for you to consider. … 

The principals of [VCP Financial] are also principals of the Manager of the Fund and will 

profit as a result of your investment in the Fund in the manner and amounts disclosed in the 

Fund’s offering documents. Because of this conflict of interest, [VCP Financial] expressly 

disclaims any role in your investment decision beyond making you aware of the Fund. 

Therefore, before considering an investment in the Fund, please acknowledge that [VCP 

FINANCIAL] IS NOT ACTING AS YOUR INVESTMENT ADVISOR IN 

CONNECTION WITH ANY INVESTMENT IN THE FUND ….  

 

You have had and will have the opportunity to explore alternative sources of equivalent 

investments in the [pre-IPO company whose interests are held by the Fund]. [VCP 

Financial] disclaims any obligation to make, and you had and have no expectation that 

[VCP Financial] would or will make, any such alternative opportunities known to you, 

regardless of whether [VCP Financial] is aware of any. 

 



4 

10. The Letter was included in the subscription materials and offering documents for the 

Fund. The language in the Letter contradicted VCP Financial’s representations in the Alternative 

Investment Letter of Authorization that it was signing the form as the investor’s investment adviser 

and its requirement that an investor wishing to invest in a Fund through the Brokerage Firm become 

a VCP Financial advisory client. VCP Financial’s use of the Letter contradicted the representations 

in the firm brochure regarding the ways in which VCP Financial would manage the conflict of 

interest arising from the common ownership between VCP Financial and the Affiliated Manager.  

VCP Financial was negligent in using the Letter without considering that it contradicted the 

Alternative Investment Letter of Authorization and the firm’s brochure. 

11. VCP Financial’s use of this Letter was also improper because it required its clients, 

all of whom are retail clients, to agree to a waiver of VCP Financial’s fiduciary duty. The Advisers 

Act establishes a federal fiduciary duty for investment advisers that may not be waived, though its 

application may be shaped by agreement. On June 5, 2019, the Commission published the 

Commission Interpretation Regarding Standard of Conduct for Investment Advisers, IA Rel. No. 

5248 (June 5, 2019) (“Commission Statement”), which stated that a contract provision purporting to 

waive the adviser’s federal fiduciary duty generally would be inconsistent with the Advisers Act, 

regardless of the sophistication of the client. 

12. In the context of advisory agreements, language purporting to limit an adviser’s 

liability is called a “hedge clause.”  The Commission Statement provided in relevant part that “there 

are few (if any) circumstances in which a hedge clause in an agreement with a retail client would be 

consistent with [] antifraud provisions, where the hedge clause purports to relieve the adviser from 

liability for conduct as to which the client has a non-waivable cause of action against the adviser 

provided by state or federal law. Such a hedge clause generally is likely to mislead those retail 

clients into not exercising their legal rights, in violation of the antifraud provisions ….”  Id. at p. 11, 

fn. 31.  

13. VCP Financial’s Letter purported to broadly limit VCP Financial’s liability by 

requiring a client to acknowledge that VCP Financial was not its adviser in connection with its 

investment in the Funds, and therefore, by extension, did not owe the client a fiduciary duty at the 

same time that VCP Financial was representing to the Brokerage Firm that it was the client’s 

advisor and requiring that the person be an advisory client to invest in the Funds. The language of 

the Letter is inconsistent with an adviser’s fiduciary duty because it may mislead VCP Financial’s 

client into not exercising its non-waivable legal rights.  

14. Prior to the institution of this proceeding, VCP Financial ceased issuing the Letter to 

its advisory clients who purchase interests in the Funds offered by the Affiliated Manager. 

Violations 

 

15. As a result of the conduct described above, VCP Financial willfully violated Section 

206(2) of the Advisers Act, which prohibits an investment adviser, directly or indirectly, from 

engaging “in any transaction, practice, or course of business which operates as a fraud or deceit 

upon any client or prospective client.” Scienter is not required to establish a violation of Section 



5 

206(2), which may rest on a finding of simple negligence. SEC v. Steadman, 967 F.2d 636, 643 n.5 

(D.C. Cir. 1992) (citing SEC v. Capital Gains Research Bureau, Inc., 375 U.S. 180, 195 (1963)). 

IV. 

 In view of the foregoing, the Commission deems it appropriate and in the public interest to 

impose the sanctions agreed to in VCP Financial’s Offer. 

 

 Accordingly, pursuant to Sections 203(e) and 203(k) of the Advisers Act, it is hereby 

ORDERED that: 

 

 A. VCP Financial cease and desist from committing or causing any violations and any 

future violations of Section 206(2) of the Advisers Act. 

 

B. VCP Financial is censured. 

  

C. VCP Financial shall, within 14 days of the entry of this Order, pay a civil money 

penalty in the amount of $100,000 to the Securities and Exchange Commission for transfer to the 

general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely 

payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717.  

 

Payment must be made in one of the following ways:   

 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;  

 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying VCP 

Financial as a Respondent in these proceedings, and the file number of these proceedings; a copy 

of the cover letter and check or money order must be sent to Sheldon L. Pollock, Division of 

Enforcement, Securities and Exchange Commission, 100 Pearl Street, Suite 20-100, New York, 

NY 10004-2616. 

 

http://www.sec.gov/about/offices/ofm.htm


6 

 D. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes. To preserve 

the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor Action, it 

shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any award of 

compensatory damages by the amount of any part of Respondent’s payment of a civil penalty in 

this action (“Penalty Offset”). If the court in any Related Investor Action grants such a Penalty 

Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting the 

Penalty Offset, notify the Commission's counsel in this action and pay the amount of the Penalty 

Offset to the Securities and Exchange Commission. Such a payment shall not be deemed an 

additional civil penalty and shall not be deemed to change the amount of the civil penalty imposed 

in this proceeding. For purposes of this paragraph, a “Related Investor Action” means a private 

damages action brought against Respondent by or on behalf of one or more investors based on 

substantially the same facts as alleged in the Order instituted by the Commission in this 

proceeding. 

 

 By the Commission. 

 

 

 

Vanessa A. Countryman 

       Secretary 

 

 

 


	UNITED STATES OF AMERICA
	Background