SEC v. Joseph J. D’Ambrosio, No. 1:25-cv-05884, Southern District of New York (July 21, 2025) — Judgment

1

SHELDON L. POLLOCK
ASSOCIATE DIRECTOR
Alison R. Levine
Ben Kuruvilla
Mary Kay Dunning
Alexandra W. Wang
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street, Suite 20-100
New York, NY 10004-2616
(212) 336-5599 (Kuruvilla)
[email protected]

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,

                                             Plaintiff,

                        -against-

JOSEPH J. D’AMBROSIO,

                                             Defendant.

         25-cv-5884 (AT)

JUDGMENT AS TO DEFENDANT JOSEPH J. D’AMBROSIO

The Securities and Exchange Commission having filed a Complaint and Defendant Joseph
J. D’Ambrosio having entered a  general appearance; consented to the  Court’s jurisdiction over
Defendant and the  subject matter of this  action; consented to entry of this  Judgment;  waived
findings of fact and conclusions of law; and waived any right to appeal from this Judgment:
     I.
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Def endant is
permanently restrained and enjoined from violating, while acting as an investment adviser,

2

Section 206(1) and 206(2) of the Investment Advisers Act of 1940 (the “Advisers Act”) [15
U.S.C. §80b-6(1) and (2)], by using the mails or any means or instrumentality of  interstate
commerce, directly or indirectly:
(1) to  employ  any  device,  scheme,  or  artifice  to  defraud  any  client  or
prospective client; or
(2) to engage in any transaction, practice, or course of business which operates
as a fraud or deceit upon any client or prospective client
by,  directly  or  indirectly,  (i)  creating a  false appearance or otherwise deceiving any client  or
prospective client, or (ii) disseminating f alse or misleading documents, materials, or inf ormation
or making, either orally or in writing, any false or misleading statement in any communication
with any client or prospective client, about any investment strategy or investment in securities, the
use of client funds, or the misappropriation of client funds or investment proceeds.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Judgment by personal service or otherwise: (a) Defendant’s officers,
agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
     II.
IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant
is permanently restrained and enjoined from violating Section 206(4) of the Advisers Act [15
U.S.C. §80b-6(4)] and Advisers Act Rule 206(4)-8 [17 C.F.R. §275.206(4)-8] by using the mails
or any means or instrumentality of interstate commerce, directly or indirectly, while acting as an
investment adviser to a pooled investment vehicle:

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(1 )  to make any untrue statement of a material fact or to omit to state a
material fact necessary to make the statement made, in light of the
circumstances under which they were made, not misleading, to any
investor or prospective investor in the pooled investment vehicle; or
(2 )  to otherwise engage in any act, practice or course of business that is
fraudulent, deceptive, or manipulative with respect to any investor or
prospective investor in the pooled investment vehicle
by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any investor or
prospective investor in a pooled investment vehicle, or (ii) disseminating f alse or misleading
documents, materials, or information or making, either orally or in writing, any false or
misleading statement in any communication with any investor or prospective investor in a pooled
investment vehicle, about any investment strategy or investment in securities, the use of  investor
funds, or the misappropriation of investor funds or investment proceeds.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in
Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who
receive actual notice of this Judgment by personal service or otherwise: (a) Defendant’s officers,
agents, servants, employees, and attorneys; and (b) other persons in active concert or
participation with Defendant or with anyone described in (a).
     III.
Upon motion of the Commission, the Court shall determine whether it is appropriate to
order disgorgement of ill-gotten gains and/or a civil penalty pursuant to Section 209(e) of the
Advisers Act [15 U.S.C. § 80b-9(e)] and, if so, the amounts of the disgorgement and/or civil
penalty. If disgorgement is ordered, Defendant shall pay prejudgment interest thereon, calculated

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from October 1, 2024, based on the rate of interest used by the Internal Revenue Service for the
underpayment of federal income tax as set forth in 26 U.S.C. § 6621(a)(2). In connection with
the Commission’s motion for disgorgement and/or civil penalties, and at any hearing held on
such a motion: (a) Defendant will be precluded from arguing that he did not violate the federal
securities laws as alleged in the Complaint; (b) Def endant may not challenge the validity of  the
Consent or this Judgment; (c) solely for the purposes of such motion, the allegations of the
Complaint shall be accepted as and deemed true by the Court; and (d) the Court may determine
the issues raised in the motion on the basis of affidavits, declarations, excerpts of sworn
deposition or investigative testimony, and documentary evidence, without regard to the standards
for summary judgment contained in Rule 56(c) of the Federal Rules of Civil Procedure. In
connection with the Commission’s motion for disgorgement and/or civil penalties, the parties
may take discovery, including discovery from appropriate non-parties.
     IV.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is
incorporated herein with the same force and effect as if fully set forth herein, and that Defendant
shall comply with all of the undertakings and agreements set forth therein.
     V.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, for purposes of
exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. §523, the
allegations in the complaint are true and admitted by Defendant, and further, any debt for
disgorgement, prejudgment interest, civil penalty or other amounts due by Defendant under this
Judgment or any other judgment, order, consent order, decree or settlement agreement entered in
connection with this proceeding, is a debt for the violation by Defendant of the federal securities

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laws or any regulation or order issued under such laws, as set forth in Section 523(a)(19) of the
Bankruptcy Code, 11 U.S.C. §523(a)(19).
            VI.
IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall
retain jurisdiction of this matter for the purposes of enforcing the terms of this Judgment.

Dated: _______________, ________

____________________________________
UNITED STATES DISTRICT JUDGE

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SHELDON L. POLLOCK
$662&,$7( DIRECTOR
Alison R. Levine
Ben Kuruvilla
Mary  Kay  Dunning
Alexandra W. Wang
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street, Suite 20-100
New York, NY 10004-2616
(212) 336-5599 (Kuruvilla)
[email protected]
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
-against-
JOSEPH J. D’AMBROSIO,
Defendant.
CONSENT OF DEFENDANT JOSEPH J. D’AMBROSIO
1.Defendant Joseph J. D’Ambrosio (“Defendant”) waives service of a summons and
the complaint in this action, enters a general appearance, and admits the Court’s jurisdiction over
Defendant and over the subject matter of this action.
2.Def endant has pleaded guilty to criminal conduct relating to certain matters
alleged in the complaint in this action. Specif ically, in United States v. Joseph D’Ambrosio, 25-
cr-317 (PKC) (S.D.N.Y.), Defendant pleaded guilty to a violation of Section 206 of the
Investment Advisers Act of 1940 (the “Advisers Act”) [15 U.S.C. §80b-6].
2
5-cv-5884 (AT)

2
This Consent shall remain in full force and effect regardless of the existence or outcome of
any further proceedings in United States v. JosHSh D’Ambrosio, 25-cr-317 (PKC)(S.D.N.Y.).
3.Defendant hereby consents to the entry of the Judgment as to Defendant Joseph
J.D’Ambrosio  in  the  form  attached  hereto  (the  “Judgment”)  and  incorporated  by  reference
herein, which, among other things:
(a)permanently restrains and enjoins Defendant from violating, while acting
as an investment adviser, Sections 206(1) and (2) of the Advisers Act (the [15 U.S.C.
§80b-6(1) and (2)] by using the mails or any means or instrumentality of interstate
commerce, directly or indirectly:
(1)  to employ any device, scheme, or artifice to defraud any client or prospective
client; or
(2)  to engage in any transaction, practice, or course of business which operates as
a fraud or deceit upon any client or prospective client
by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any client
or prospective client, or (ii) disseminating f alse or misleading documents, materials, or
information or making, either orally or in writing, any false or misleading statement in
any communication with any client or prospective client, about any investment strategy
or investment in securities, the use of  client f unds, or the misappropriation of client f unds
or investment proceeds; and
(b)permanently restrains and enjoins Defendant from violating Section
206(4) of the Advisers Act [15 U.S.C. §80b-6(4)] and Rule 206(4)-8 promulgated
thereunder [17 C.F.R. §275.206(4)-8] by using the mails or any means or instrumentality
of interstate commerce, directly or indirectly, while acting as an investment adviser to a

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pooled investment vehicle:
 (1)  to make any untrue statement of a material fact or to omit to state a material
fact necessary to make the statement made, in light of the circumstances under
which they were made, not misleading, to any investor or prospective investor in
the pooled investment vehicle; or
 (2)  to otherwise engage in any act, practice or course of business that is
fraudulent, deceptive, or manipulative with respect to any investor or prospective
investor in the pooled investment vehicle
by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any
investor or prospective investor in a pooled investment vehicle, or (ii) disseminating false
or misleading documents, materials, or inf ormation or making, either orally or in writing,
any false or misleading statement in any communication with any investor or prospective
investor in a pooled investment vehicle, about any investment strategy or investment in
securities, the use of investor funds, or the misappropriation of investor funds or
investment proceeds.
 4. Defendant agrees that, upon motion of the Commission, the Court shall determine
whether it is appropriate to order disgorgement of ill-gotten gains and/or a civil penalty pursuant
to Section 209(e) of the Advisers Act [15 U.S.C. § 80b-9(e)] and, if so, the amounts of the
disgorgement and/or civil penalty.  The Defendant further understands that, if disgorgement is
ordered, Defendant shall pay prejudgment interest thereon, calculated from October 1, 2024,
based on the rate of interest used by the Internal Revenue Service for the underpayment of
federal income tax as set forth in 26 U.S.C. § 6621(a)(2).  Defendant further agrees that in
connection with the Commission’s motion for disgorgement and/or civil penalties, and at any

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hearing held on such a motion: (a) Defendant will be precluded from arguing that he did not
violate the federal securities laws as alleged in the Complaint; (b) Defendant may not challenge
the validity of this Consent or the Judgment; (c) solely for the purposes of such motion, the
allegations of the Complaint shall be accepted as and deemed true by the Court; and (d) the
Court may determine the issues raised in the motion on the basis of affidavits, declarations,
excerpts of sworn deposition or investigative testimony, and documentary evidence, without
regard to the standards for summary judgment contained in Rule 56(c) of the Federal Rules of
Civil Procedure.  In connection with the Commission’s motion for disgorgement and/or civil
penalties, the parties may take discovery, including discovery f rom appropriate non-parties.
5. Defendant acknowledges that any civil penalty paid pursuant to a Final Judgment
may be distributed pursuant to the Fair Fund provisions of Section 308(a) of the Sarbanes-Oxley
Act of 2002.  Regardless of whether any such Fair Fund distribution is made, the civil penalty
shall be treated as a penalty paid to the government for all purposes, including all tax purposes.
To preserve the deterrent effect of the civil penalty, Defendant agrees that he shall not, in any
Related Investor Action, argue that he is entitled to, nor shall he further benefit by, offset or
reduction of any compensatory damages award by the amount of any part of Defendant’s
payment of a civil penalty in this action (“Penalty Offset”).  If the court in any Related Investor
Action grants such a Penalty Of f set, Defendant agrees that he 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 United States Treasury or to a Fair Fund, as the
Commission directs.  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 action.  For purposes of
this paragraph, a “Related Investor Action” means a private damages action brought against

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Defendant by or on behalf of one or more investors based on substantially the same facts as
alleged in the Complaint in this action.
6. Defendant agrees that he shall not seek or accept, directly or indirectly,
reimbursement or indemnification from any source, including but not limited to payment made
pursuant to any insurance policy, with regard to any civil penalty amounts that Defendant pays
pursuant to a Final Judgment, regardless of whether such penalty amounts or any part thereof are
added to a distribution fund or otherwise used for the benefit of investors.  Defendant further
agrees that he shall not claim, assert, or apply for a tax deduction or tax credit with regard to any
federal, state, or local tax for any penalty amounts that Defendant pays pursuant to a Final
Judgment, regardless of whether such penalty amounts or any part thereof are added to a
distribution fund or otherwise used for the benefit of investors.
7. Defendant waives the entry of findings of fact and conclusions of law pursuant to
Rule 52 of the Federal Rules of Civil Procedure.
 8. Defendant waives the right, if any, to a jury trial and to appeal from the entry of
the Judgment.
 9. Defendant enters into this Consent voluntarily and represents that no threats,
offers, promises, or inducements of any kind have been made by the Commission or any
member, officer, employee, agent, or representative of the Commission to induce Defendant to
enter into this Consent.
 10. Defendant agrees that this Consent shall be incorporated into the Judgment with
the same force and effect as if fully set forth therein.
 11. Defendant will not oppose the enforcement of the Judgment on the ground, if any
exists, that it f ails to comply with Rule 65(d) of  the Federal Rules of Civil Procedure, and hereby

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waives any objection based thereon.
 12. Defendant waives service of the Judgment and agrees that entry of the Judgment
by the Court and f iling with the Clerk of  the Court will constitute notice to Def endant of  its terms
and conditions.  Defendant further agrees to provide counsel for the Commission, within thirty
days after the Judgment is filed with the Clerk of the Court, with an affidavit or declaration
stating that Defendant has received and read a copy of the Judgment.
 13. Consistent with 17 C.F.R. 202.5(f), this Consent resolves only the claims asserted
against Defendant in this civil proceeding.  Defendant acknowledges that no promise or
representation has been made by the Commission or any member, officer, employee, agent, or
representative of  the Commission with regard to any criminal liability that may have arisen or
may arise from the facts underlying this action or immunity from any such criminal liability.
Defendant waives any claim of Double Jeopardy based upon the settlement of  this proceeding,
including the imposition of any remedy or civil penalty herein.  Defendant further acknowledges
that the Court’s entry of a permanent injunction may have collateral consequences under federal
or state law and the rules and regulations of self-regulatory organizations, licensing boards, and
other regulatory organizations.  Such collateral consequences include, but are not limited to, a
statutory disqualif ication with respect to membership or participation in, or association with a
member of, a self-regulatory organization.  This statutory disqualification has consequences that
are separate from any sanction imposed in an administrative proceeding.  In addition, in any
disciplinary proceeding before the Commission based on the entry of the injunction in this
action, Def endant understands that he shall not be permitted to contest the f actual allegations of
the complaint in this action.
 14. Defendant understands and agrees to comply with the terms of 17 C.F.R.

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§ 202.5(e), which provides in part that it is the Commission’s policy “not to permit a defendant
or respondent to consent to a judgment or order that imposes a sanction while denying the
allegations in the complaint or order for proceedings.”  As part of Defendant’s agreement to
comply with the terms of Section 202.5(e), Defendant acknowledges the guilty plea for related
conduct described in paragraph 2 above, and: (i) will not take any action or make or permit to be
made any public statement denying, directly or indirectly, any allegation in the complaint or
creating the impression that the complaint is without f actual basis; (ii) will not make or permit to
be made any public statement to the effect that Defendant does not admit the allegations of the
complaint, or that this Consent contains no admission of the allegations; (iii) upon the filing of
this Consent, Defendant hereby withdraws any papers filed in this action to the extent that they
deny any allegation in the complaint; and (iv) stipulates for purposes of exceptions to discharge
set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. §523, that the allegations in the
complaint are true, and further, that any debt for disgorgement, prejudgment interest, civil
penalty or other amounts due by Defendant under the Judgment or any other judgment, order,
consent order, decree or settlement agreement entered in connection with this proceeding, is a
debt for the violation by Defendant of the federal securities laws or any regulation or order
issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C.
§523(a)(19).  If Defendant breaches this agreement, the Commission may petition the Court to
vacate the Judgment and restore this action to its active docket.  Nothing in this paragraph affects
Def endant’s: (i) testimonial obligations; or (ii) right to take legal or f actual positions in litigation
or other legal proceedings in which the Commission is not a party.
15. Defendant hereby waives any rights under the Equal Access to Justice Act, the
Small Business Regulatory Enforcement Fairness Act of 1996, or any other provision of law to

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SHELDON L. POLLOCK 
ASSOCIATE DIRECTOR 
Alison R. Levine 
Ben Kuruvilla  
Mary Kay Dunning 
Alexandra W. Wang 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street, Suite 20-100 
New York, NY 10004-2616 
(212) 336-5599 (Kuruvilla) 
[email protected]  
 
UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 
 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 
JOSEPH J. D’AMBROSIO,   
  
                                             Defendant.  
 
 

 
 
  
           
         25-cv-5884 (AT) 

 
 

JUDGMENT AS TO DEFENDANT JOSEPH J. D’AMBROSIO 
 

The Securities and Exchange Commission having filed a Complaint and Defendant Joseph 

J. D’Ambrosio having entered a general appearance; consented to the Court’s jurisdiction over 

Defendant and the subject matter of this action; consented to entry of this Judgment; waived 

findings of fact and conclusions of law; and waived any right to appeal from this Judgment: 

     I. 

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is 

permanently restrained and enjoined from violating, while acting as an investment adviser, 

Case 1:25-cv-05884-AT     Document 3     Filed 07/18/25     Page 1 of 5



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Section 206(1) and 206(2) of the Investment Advisers Act of 1940 (the “Advisers Act”) [15 

U.S.C. §80b-6(1) and (2)], by using the mails or any means or instrumentality of interstate 

commerce, directly or indirectly:  

(1) to employ any device, scheme, or artifice to defraud any client or 

prospective client; or      

(2) to engage in any transaction, practice, or course of business which operates 

as a fraud or deceit upon any client or prospective client  

by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any client or 

prospective client, or (ii) disseminating false or misleading documents, materials, or information 

or making, either orally or in writing, any false or misleading statement in any communication 

with any client or prospective client, about any investment strategy or investment in securities, the 

use of client funds, or the misappropriation of client funds or investment proceeds. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Judgment by personal service or otherwise: (a) Defendant’s officers, 

agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

     II. 

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant 

is permanently restrained and enjoined from violating Section 206(4) of the Advisers Act [15 

U.S.C. §80b-6(4)] and Advisers Act Rule 206(4)-8 [17 C.F.R. §275.206(4)-8] by using the mails 

or any means or instrumentality of interstate commerce, directly or indirectly, while acting as an 

investment adviser to a pooled investment vehicle:  

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3 
 

(1)  to make any untrue statement of a material fact or to omit to state a 

material fact necessary to make the statement made, in light of the 

circumstances under which they were made, not misleading, to any 

investor or prospective investor in the pooled investment vehicle; or  

(2)  to otherwise engage in any act, practice or course of business that is 

fraudulent, deceptive, or manipulative with respect to any investor or 

prospective investor in the pooled investment vehicle 

by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any investor or 

prospective investor in a pooled investment vehicle, or (ii) disseminating false or misleading 

documents, materials, or information or making, either orally or in writing, any false or 

misleading statement in any communication with any investor or prospective investor in a pooled 

investment vehicle, about any investment strategy or investment in securities, the use of  investor 

funds, or the misappropriation of investor funds or investment proceeds.  

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Judgment by personal service or otherwise: (a) Defendant’s officers, 

agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

     III. 

Upon motion of the Commission, the Court shall determine whether it is appropriate to 

order disgorgement of ill-gotten gains and/or a civil penalty pursuant to Section 209(e) of the 

Advisers Act [15 U.S.C. § 80b-9(e)] and, if so, the amounts of the disgorgement and/or civil 

penalty. If disgorgement is ordered, Defendant shall pay prejudgment interest thereon, calculated 

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4 
 

from October 1, 2024, based on the rate of interest used by the Internal Revenue Service for the 

underpayment of federal income tax as set forth in 26 U.S.C. § 6621(a)(2). In connection with 

the Commission’s motion for disgorgement and/or civil penalties, and at any hearing held on 

such a motion: (a) Defendant will be precluded from arguing that he did not violate the federal 

securities laws as alleged in the Complaint; (b) Defendant may not challenge the validity of the 

Consent or this Judgment; (c) solely for the purposes of such motion, the allegations of the 

Complaint shall be accepted as and deemed true by the Court; and (d) the Court may determine 

the issues raised in the motion on the basis of affidavits, declarations, excerpts of sworn 

deposition or investigative testimony, and documentary evidence, without regard to the standards 

for summary judgment contained in Rule 56(c) of the Federal Rules of Civil Procedure. In 

connection with the Commission’s motion for disgorgement and/or civil penalties, the parties 

may take discovery, including discovery from appropriate non-parties. 

     IV. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is 

incorporated herein with the same force and effect as if fully set forth herein, and that Defendant 

shall comply with all of the undertakings and agreements set forth therein. 

     V. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, for purposes of 

exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. §523, the 

allegations in the complaint are true and admitted by Defendant, and further, any debt for 

disgorgement, prejudgment interest, civil penalty or other amounts due by Defendant under this 

Judgment or any other judgment, order, consent order, decree or settlement agreement entered in 

connection with this proceeding, is a debt for the violation by Defendant of the federal securities 

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5 
 

laws or any regulation or order issued under such laws, as set forth in Section 523(a)(19) of the 

Bankruptcy Code, 11 U.S.C. §523(a)(19). 

            VI. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall 

retain jurisdiction of this matter for the purposes of enforcing the terms of this Judgment. 

 
 
Dated: _______________, ________ 
 

____________________________________ 
UNITED STATES DISTRICT JUDGE 

 
 

 

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1 

SHELDON L. POLLOCK 
 DIRECTOR 

Alison R. Levine 
Ben Kuruvilla  
Mary Kay Dunning 
Alexandra W. Wang 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street, Suite 20-100 
New York, NY 10004-2616 
(212) 336-5599 (Kuruvilla)
[email protected]

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

-against-

JOSEPH J. D’AMBROSIO,  

Defendant. 

CONSENT OF DEFENDANT JOSEPH J. D’AMBROSIO 

1. Defendant Joseph J. D’Ambrosio (“Defendant”) waives service of a summons and

the complaint in this action, enters a general appearance, and admits the Court’s jurisdiction over 

Defendant and over the subject matter of this action. 

2. Defendant has pleaded guilty to criminal conduct relating to certain matters

alleged in the complaint in this action. Specifically, in United States v. Joseph D’Ambrosio, 25-

cr-317 (PKC) (S.D.N.Y.), Defendant pleaded guilty to a violation of Section 206 of the 

Investment Advisers Act of 1940 (the “Advisers Act”) [15 U.S.C. §80b-6].  

25-cv-5884 (AT)

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2 

This Consent shall remain in full force and effect regardless of the existence or outcome of 

any further proceedings in United States v. Jos h D’Ambrosio, 25-cr-317 (PKC)(S.D.N.Y.). 

3. Defendant hereby consents to the entry of the Judgment as to Defendant Joseph 

J. D’Ambrosio in the form attached hereto (the “Judgment”) and incorporated by reference 

herein, which, among other things: 

(a) permanently restrains and enjoins Defendant from violating, while acting

as an investment adviser, Sections 206(1) and (2) of the Advisers Act (the [15 U.S.C. 

§80b-6(1) and (2)] by using the mails or any means or instrumentality of interstate

commerce, directly or indirectly: 

(1) to employ any device, scheme, or artifice to defraud any client or prospective

client; or     

(2) to engage in any transaction, practice, or course of business which operates as

a fraud or deceit upon any client or prospective client 

by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any client 

or prospective client, or (ii) disseminating false or misleading documents, materials, or 

information or making, either orally or in writing, any false or misleading statement in 

any communication with any client or prospective client, about any investment strategy 

or investment in securities, the use of client funds, or the misappropriation of client funds 

or investment proceeds; and 

(b) permanently restrains and enjoins Defendant from violating Section

206(4) of the Advisers Act [15 U.S.C. §80b-6(4)] and Rule 206(4)-8 promulgated 

thereunder [17 C.F.R. §275.206(4)-8] by using the mails or any means or instrumentality 

of interstate commerce, directly or indirectly, while acting as an investment adviser to a 

Case 1:25-cv-05884-AT     Document 3-1     Filed 07/18/25     Page 2 of 8



3 
 

pooled investment vehicle: 

 (1)  to make any untrue statement of a material fact or to omit to state a material 

fact necessary to make the statement made, in light of the circumstances under 

which they were made, not misleading, to any investor or prospective investor in 

the pooled investment vehicle; or 

 (2)  to otherwise engage in any act, practice or course of business that is 

fraudulent, deceptive, or manipulative with respect to any investor or prospective 

investor in the pooled investment vehicle 

by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any 

investor or prospective investor in a pooled investment vehicle, or (ii) disseminating false 

or misleading documents, materials, or information or making, either orally or in writing, 

any false or misleading statement in any communication with any investor or prospective 

investor in a pooled investment vehicle, about any investment strategy or investment in 

securities, the use of investor funds, or the misappropriation of investor funds or 

investment proceeds.  

 4. Defendant agrees that, upon motion of the Commission, the Court shall determine 

whether it is appropriate to order disgorgement of ill-gotten gains and/or a civil penalty pursuant 

to Section 209(e) of the Advisers Act [15 U.S.C. § 80b-9(e)] and, if so, the amounts of the 

disgorgement and/or civil penalty.  The Defendant further understands that, if disgorgement is 

ordered, Defendant shall pay prejudgment interest thereon, calculated from October 1, 2024, 

based on the rate of interest used by the Internal Revenue Service for the underpayment of 

federal income tax as set forth in 26 U.S.C. § 6621(a)(2).  Defendant further agrees that in 

connection with the Commission’s motion for disgorgement and/or civil penalties, and at any 

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hearing held on such a motion: (a) Defendant will be precluded from arguing that he did not 

violate the federal securities laws as alleged in the Complaint; (b) Defendant may not challenge 

the validity of this Consent or the Judgment; (c) solely for the purposes of such motion, the 

allegations of the Complaint shall be accepted as and deemed true by the Court; and (d) the 

Court may determine the issues raised in the motion on the basis of affidavits, declarations, 

excerpts of sworn deposition or investigative testimony, and documentary evidence, without 

regard to the standards for summary judgment contained in Rule 56(c) of the Federal Rules of 

Civil Procedure.  In connection with the Commission’s motion for disgorgement and/or civil 

penalties, the parties may take discovery, including discovery from appropriate non-parties.  

5. Defendant acknowledges that any civil penalty paid pursuant to a Final Judgment 

may be distributed pursuant to the Fair Fund provisions of Section 308(a) of the Sarbanes-Oxley 

Act of 2002.  Regardless of whether any such Fair Fund distribution is made, the civil penalty 

shall be treated as a penalty paid to the government for all purposes, including all tax purposes.  

To preserve the deterrent effect of the civil penalty, Defendant agrees that he shall not, in any 

Related Investor Action, argue that he is entitled to, nor shall he further benefit by, offset or 

reduction of any compensatory damages award by the amount of any part of Defendant’s 

payment of a civil penalty in this action (“Penalty Offset”).  If the court in any Related Investor 

Action grants such a Penalty Offset, Defendant agrees that he 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 United States Treasury or to a Fair Fund, as the 

Commission directs.  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 action.  For purposes of 

this paragraph, a “Related Investor Action” means a private damages action brought against 

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Defendant by or on behalf of one or more investors based on substantially the same facts as 

alleged in the Complaint in this action. 

6. Defendant agrees that he shall not seek or accept, directly or indirectly, 

reimbursement or indemnification from any source, including but not limited to payment made 

pursuant to any insurance policy, with regard to any civil penalty amounts that Defendant pays 

pursuant to a Final Judgment, regardless of whether such penalty amounts or any part thereof are 

added to a distribution fund or otherwise used for the benefit of investors.  Defendant further 

agrees that he shall not claim, assert, or apply for a tax deduction or tax credit with regard to any 

federal, state, or local tax for any penalty amounts that Defendant pays pursuant to a Final 

Judgment, regardless of whether such penalty amounts or any part thereof are added to a 

distribution fund or otherwise used for the benefit of investors. 

7. Defendant waives the entry of findings of fact and conclusions of law pursuant to 

Rule 52 of the Federal Rules of Civil Procedure. 

 8. Defendant waives the right, if any, to a jury trial and to appeal from the entry of 

the Judgment. 

 9. Defendant enters into this Consent voluntarily and represents that no threats, 

offers, promises, or inducements of any kind have been made by the Commission or any 

member, officer, employee, agent, or representative of the Commission to induce Defendant to 

enter into this Consent. 

 10. Defendant agrees that this Consent shall be incorporated into the Judgment with 

the same force and effect as if fully set forth therein. 

 11. Defendant will not oppose the enforcement of the Judgment on the ground, if any 

exists, that it fails to comply with Rule 65(d) of the Federal Rules of Civil Procedure, and hereby 

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waives any objection based thereon. 

 12. Defendant waives service of the Judgment and agrees that entry of the Judgment 

by the Court and filing with the Clerk of the Court will constitute notice to Defendant of its terms 

and conditions.  Defendant further agrees to provide counsel for the Commission, within thirty 

days after the Judgment is filed with the Clerk of the Court, with an affidavit or declaration 

stating that Defendant has received and read a copy of the Judgment. 

 13. Consistent with 17 C.F.R. 202.5(f), this Consent resolves only the claims asserted 

against Defendant in this civil proceeding.  Defendant acknowledges that no promise or 

representation has been made by the Commission or any member, officer, employee, agent, or 

representative of the Commission with regard to any criminal liability that may have arisen or 

may arise from the facts underlying this action or immunity from any such criminal liability.  

Defendant waives any claim of Double Jeopardy based upon the settlement of this proceeding, 

including the imposition of any remedy or civil penalty herein.  Defendant further acknowledges 

that the Court’s entry of a permanent injunction may have collateral consequences under federal 

or state law and the rules and regulations of self-regulatory organizations, licensing boards, and 

other regulatory organizations.  Such collateral consequences include, but are not limited to, a 

statutory disqualification with respect to membership or participation in, or association with a 

member of, a self-regulatory organization.  This statutory disqualification has consequences that 

are separate from any sanction imposed in an administrative proceeding.  In addition, in any 

disciplinary proceeding before the Commission based on the entry of the injunction in this 

action, Defendant understands that he shall not be permitted to contest the factual allegations of 

the complaint in this action. 

 14. Defendant understands and agrees to comply with the terms of 17 C.F.R. 

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§ 202.5(e), which provides in part that it is the Commission’s policy “not to permit a defendant 

or respondent to consent to a judgment or order that imposes a sanction while denying the 

allegations in the complaint or order for proceedings.”  As part of Defendant’s agreement to 

comply with the terms of Section 202.5(e), Defendant acknowledges the guilty plea for related 

conduct described in paragraph 2 above, and: (i) will not take any action or make or permit to be 

made any public statement denying, directly or indirectly, any allegation in the complaint or 

creating the impression that the complaint is without factual basis; (ii) will not make or permit to 

be made any public statement to the effect that Defendant does not admit the allegations of the 

complaint, or that this Consent contains no admission of the allegations; (iii) upon the filing of 

this Consent, Defendant hereby withdraws any papers filed in this action to the extent that they 

deny any allegation in the complaint; and (iv) stipulates for purposes of exceptions to discharge 

set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. §523, that the allegations in the 

complaint are true, and further, that any debt for disgorgement, prejudgment interest, civil 

penalty or other amounts due by Defendant under the Judgment or any other judgment, order, 

consent order, decree or settlement agreement entered in connection with this proceeding, is a 

debt for the violation by Defendant of the federal securities laws or any regulation or order 

issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. 

§523(a)(19).  If Defendant breaches this agreement, the Commission may petition the Court to 

vacate the Judgment and restore this action to its active docket.  Nothing in this paragraph affects 

Defendant’s: (i) testimonial obligations; or (ii) right to take legal or factual positions in litigation 

or other legal proceedings in which the Commission is not a party. 

15. Defendant hereby waives any rights under the Equal Access to Justice Act, the 

Small Business Regulatory Enforcement Fairness Act of 1996, or any other provision of law to 

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