UNITED STATES DISTRICT COURT

DISTRICT OF CONNECTICUT

UNITED STATES SECURITIES AND 

EXCHANGE COMMISSION,

Plaintiff,

v. 

JOHN A. MASANOTTI, JR. and MIDDLESEX 

MORTGAGE GROUP, LLC,

Defendants, 

and

MARY A. FERRARA, 

 Relief Defendant.

 Civil Action No. 

 

COMPLAINT

Plaintiff, United States Securities and Exchange Commission (“SEC” or “Commission”), 

alleges the following against defendants John A. Masanotti, Jr. (“Masanotti”) and Middlesex 

Mortgage Group, LLC (“Middlesex”) and relief defendant Mary A. Ferrara (“Ferrara”) and 

demands a jury trial: 

SUMMARY

1. In an ongoing scheme, Masanotti and Middlesex have taken at least $5.9 million

from investors through lies and omissions, and have misappropriated millions for Masanotti’s 

personal benefit. From at least January 2016 through the present, Masanotti has deceived 

multiple investors – mainly seniors – into giving him hundreds of thousands of dollars each, 

promising to invest the money in a purported pooled investment vehicle advised by Middlesex 

that was known as the Middlesex Fund or the MMG Fund (the “Fund”). Many of the Fund 

Case 3:23-cv-01481 Document 1 Filed 11/09/23 Page 1 of 16
2

investors liquidated securities in retirement accounts to invest in the Fund. 

2. In pitching investors, Masanotti explained that the Fund would trade in foreign 

currencies and securities, as well as buy stock through initial public offerings (“IPOs”). 

Masanotti touted his successful trading to investors, explaining that he used a lucrative and 

proprietary method for algorithmic trading in currency futures, and telling at least one investor 

that this trading strategy resulted in rates of return between 10% and 20% annually. However, 

Masanotti appears to have invested in no stocks or bonds on behalf of the investors between 

2016 and 2023, and his limited foreign currency trading ended in 2016. Rather, Masanotti used 

the investor funds to make Ponzi-like payments to investors and to pay extravagant personal 

expenses for himself. 

3. To keep investors in the dark about his fraudulent investment program, Masanotti 

provided clients with bogus monthly account statements from Middlesex reflecting the purported 

shares each owned in the Fund and the purported investment returns. The account statements 

were fictional. In reality, Masanotti was using the lion’s share of the money to enrich himself, 

paying personal expenses such as mortgages on his wife’s properties in Darien, Connecticut (the 

“Darien Property”) and Bonita Springs, Florida (the “Florida Property”), paying down credit card 

debt, and making payments for luxury vehicles and a country club membership. 

4. In recent weeks, Masanotti has misled and stalled investors who have requested 

the withdrawal of their funds, claiming that there is a delay in his receipt of funds related to an 

IPO transaction until March 2024, and asserting that the missing funds are at least partially 

secured by insurance.

5. Masanotti also claimed to the SEC staff in September 2023 that he lost most of 

the money trading in cryptocurrencies. However, Masanotti appears to have invested in no 

crypto assets on behalf of the investors between 2016 and 2023.

Case 3:23-cv-01481 Document 1 Filed 11/09/23 Page 2 of 16
3

6. As of today, there is almost nothing in the Defendants’ or Relief Defendant’s

bank and brokerage accounts – despite the fact that on October 10, 2023, Masanotti’s wife, 

Relief Defendant Mary Ferrara, sold the Darien Property for $1.85 million. Not a penny of the 

$1.85 million appears to have been used to repay investors. 

VIOLATIONS

7. By virtue of the conduct alleged herein, the Defendants violated Sections 

17(a)(1), (a)(2), and (a)(3) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 

77q(a)(1), (2), and (3)], Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) 

[15 U.S.C. §78j(b)] and Rules 10b-5(a), (b), and (c) thereunder [17 C.F.R. §§240.10b-5(a), (b),

and (c)], and Sections 206(1), (2) and (4) of the Investment Advisers Act of 1940 (“Advisers 

Act”), and Rule 206(4)-8 thereunder [15 U.S.C. §§80b-6(1), (2), and (4), and 17 C.F.R. § 

275.206(4)-8]. 

NATURE OF THE PROCEEDING AND RELIEF SOUGHT

8. The Commission brings this action pursuant to the authority conferred upon it by 

Section 20(b) of the Securities Act [15 U.S.C. §77t(b)], Section 21(d) of the Exchange Act [15 

U.S.C. §78u(d)], and Section 209(d) of the Advisers Act [15 U.S.C. §80b-9(d)]. The 

Commission seeks emergency preliminary relief, including a temporary restraining order against 

Defendants as to further violations of the federal securities laws, an order against Defendants 

soliciting, accepting, or depositing additional funds from investors, an asset freeze to preserve 

assets necessary to satisfy an eventual judgment against Defendants, and additional equitable 

relief, including a prohibition on the destruction of documents and ordering expedited discovery. 

9. The Commission seeks a final judgment: (a) permanently enjoining Defendants 

from violating the federal securities laws by engaging in transactions, acts, practices, and courses 

of business of the type alleged in this Complaint; (b) ordering Defendants to disgorge any illCase 3:23-cv-01481 Document 1 Filed 11/09/23 Page 3 of 16
4

gotten gains with prejudgment interest thereon, pursuant to Section 21(d)(7) of the Exchange Act 

[15 U.S.C. §78u(d)(7)]; (c) ordering the Relief Defendant, on a joint-and-several basis with 

Masanotti and Middlesex, to disgorge all unjust enrichment or ill-gotten gains, with prejudgment 

interest thereon; (d) ordering Defendants to pay civil money penalties pursuant to Section 20(d) 

of the Securities Act [15 U.S.C. §77t(d)], Section 21(d)(3) of the Exchange Act [15 U.S.C. 

§78u(d)(3)], and Section 209(e) of the Advisers Act [15 U.S.C. §80b-9(e)]; and (e) ordering such 

other and further relief the Court may deem just and proper. 

DEFENDANTS 

10. John A. Masanotti, Jr., age 68, resided in Darien, Connecticut between January 

2016 and October 2023 and is the owner and managing member of Middlesex Mortgage Group, 

LLC, also known as Middlesex Group, LLC. Masanotti does not hold any securities licenses. 

Masanotti purported to manage a pooled investment vehicle on behalf of investors – the Fund – 

and he also acted as an unregistered investment adviser for, and owed a fiduciary duty to, the 

Fund. As an investment adviser, Masanotti had a fiduciary duty to, among other things, act for 

the benefit of the Fund and exercise the utmost good faith in dealing with the Fund, including 

making full and fair disclosure of all material facts and employing reasonable care to avoid 

misleading the Fund.

11. Middlesex Mortgage Group, LLC is an LLC organized in the state of 

Connecticut with its principal place of business in Darien, Connecticut. It is owned by John A. 

Masanotti, Jr. who is its managing member. 

RELIEF DEFENDANT

12. Mary A. Ferrara, age 68, resided in Darien, Connecticut between January 2016 

and October 2023. She is Masanotti’s spouse and a member of Middlesex Mortgage Group, 

LLC. Ferrara was the sole owner of the Darien Property, where she and Masanotti resided. On 

Case 3:23-cv-01481 Document 1 Filed 11/09/23 Page 4 of 16
5

October 10, 2023, Ferrara sold the Darien Property for $1,850,000. Ferrara is also the sole 

owner of the Florida Property, a second home where she and Masanotti have also resided. 

JURISDICTION AND VENUE

13. This Court has jurisdiction over this action pursuant to Sections 20(d)(1) and 

22(a) of the Securities Act [15 U.S.C. §§77t(d)(1) and 77v(a)], Sections 21(d), 21(e), and 27 of 

the Exchange Act [15 U.S.C. §§78u(d), 78u(e), 78aa], and Sections 209(d), 209(e), and 214 of 

the Advisers Act [15 U.S.C. §§80b-9(d), 80b-9(e), 80b-14]. 

14. Venue lies in this district pursuant to Section 22(a) of the Securities Act [15 

U.S.C. §77v(a)], Section 27 of the Exchange Act [15 U.S.C. §78aa], and Section 214 of the 

Advisers Act [15 U.S.C. §80b-14]. A substantial portion of the acts, practices, transactions and 

courses of business alleged in this Complaint occurred within the District of Connecticut. 

Between January 2016 and October 2023, Masanotti resided in this district and directed 

Middlesex’s activities from this district. 

15. In connection with the transactions, acts, practices, and courses of business 

alleged in this Complaint, Defendants, directly or indirectly, singly or in concert, made use of the 

means or instrumentalities of transportation or communication in interstate commerce, or the 

mails.

16. The Defendants’ conduct involved fraud, deceit, or deliberate or reckless 

disregard of regulatory requirements, and resulted in substantial loss, or significant risk of 

substantial loss, to other persons. 

DEFENDANTS’ ACTS IN VIOLATION OF THE FEDERAL SECURITIES LAWS

A. Masanotti Obtained Investor Funds under False Pretenses

17. Beginning by at least January 2016, Masanotti solicited investments in the 

Middlesex Fund. Masanotti recruited investors by telling them that the Fund was a pooled 

Case 3:23-cv-01481 Document 1 Filed 11/09/23 Page 5 of 16
6

investment vehicle, which traded foreign currency and invested in securities, including equities 

and bonds. Many of the investors did not sign any agreements, receipts, or other kinds of 

documents regarding their investments. 

18. In a voluntary interview with the Commission staff, Masanotti claimed that the 

Fund was created to trade foreign currency through a trading platform (the “Forex Firm”), and 

that he only stopped using the account in late 2022. While Masanotti did have a currency trading 

account at the Forex Firm, a review of the records by the Commission shows that Masanotti 

engaged in no foreign currency trading through his Forex Firm account after 2016. 

19. Masanotti’s investors included friends and family, many of whom invested 

several hundred thousand dollars in the Fund over the course of the last several years. The 

majority of investors in the Fund were in their 60s, and at or nearing retirement. In total, 

Masanotti solicited at least $5.9 million from investors between January 2016 and the present.

20. While Masanotti’s pitch varied with each client, he consistently told those who 

invested in the Fund that he was experienced, that he alone would be making all decisions in 

managing their investments, and that their investments would be -- and were -- profitable. 

21. To prop up his scheme, Masanotti provided clients with monthly account 

statements from Middlesex reflecting the purported shares each owned in the Fund and their 

purported investment returns. These account statements were fictional, but looked real. The 

Fund’s holdings were identified on each bogus account statement as “MMG Fund (Class A 

Shares)”. 

B. Masanotti Lied to and Misled Investors to Perpetuate His Fraudulent Scheme

22. In addition to his lies to obtain the original investments from his family and 

friends, Masanotti continued to deceive investors after taking their money to perpetuate his 

investment scheme. 

Case 3:23-cv-01481 Document 1 Filed 11/09/23 Page 6 of 16
7

23. For example, one investor (“Investor 1”) was a friend of Masanotti who, jointly 

with her husband, invested approximately $725,000 in the Fund in the summer of 2022. 

Masanotti told Investor 1 that she would receive an annual rate of return between 10% and 20%. 

Masanotti claimed to use a highly profitable proprietary trading program for foreign currency 

trading. 

24. After first investing in the Fund, Investor 1 received periodic offers from 

Masanotti to invest in IPOs. According to Investor 1, Masanotti informed her that he bought IPO 

shares in a cloud technology company (the “Cloud Technology Company”) for her Fund account 

in August 2022, and that by December 2022, she had obtained profits of approximately 20% on 

the Cloud Technology Company IPO. 

25. Masanotti’s representations about Investor 1’s investment in the Cloud 

Technology Company were false. Public records show that while the stock enjoyed a brief rise 

in its share price on the opening day of trading in August 2022, the share price declined steadily 

over the following three months, and traded at a significant discount to the IPO’s opening price 

by December 2022. In other words, it was impossible for the profits that Masanotti claimed to 

have generated through this IPO to have been obtained in the relevant timeframe.

26. Further, while the bank records show that Investor 1’s overall $725,000 

investment was deposited by Masanotti, the records do not show that the funds were invested 

into the Fund, or even invested at all. Rather, the funds appear to have been directly transferred 

to Masanotti or to accounts that he controlled and – as described more fully below –

misappropriated for personal use and/or paid to earlier investors to keep Masanotti’s scheme 

afloat. 

Case 3:23-cv-01481 Document 1 Filed 11/09/23 Page 7 of 16
8

27. Believing that their monthly account statements from Middlesex were real, certain 

of the Fund’s investors occasionally sought the return of funds, or to make a partial drawdown 

from the profits they believed had been generated by their investment with Middlesex. 

28. For example, one investor (“Investor 2”) requested a $60,000 withdrawal from 

her Fund account from Masanotti in March 2023. Based on her review of the account 

statements, Investor 2 understood from Masanotti that she had substantially more money in her 

Fund account than $60,000. However, as of today, Masanotti has not honored Investor 2’s 

request to access $60,000 in her Fund account. 

29. Another investor (“Investor 3”) originally invested $150,000 in the Fund with 

Masanotti and has received small periodic payments that resulted in Investor 3 receiving the 

entire principal back. However, because Masanotti provided Investor 3 with fictional monthly 

account statements, Investor 3 believed that he had an account balance of $300,000 in the Fund, 

reflecting profits generated by Masanotti over the years. Accordingly, in early 2023, Investor 3 

began to ask Masanotti for a drawdown on his account in the Fund. Investor 3’s request was met 

with a variety of delays and excuses from Masanotti, and was never honored.

30. In June 2023, Masanotti stopped sending many Fund clients their monthly 

account statements, claiming that he was awaiting funds from an IPO transaction that would not 

be complete until March of 2024, but he assured the investors that they would be fully repaid.

31. In an interview with the Commission staff, Masanotti stated that he lost most of 

the investor funds while trading cryptocurrency on an unidentified online trading platform in the 

spring of 2023. Masanotti claimed, without proof, that he notified the Fund investors about the 

cryptocurrency trading losses. It appears that Masanotti never traded any crypto assets between 

2016 and 2023, and no investors have reported being notified of such losses by Masanotti. 

Case 3:23-cv-01481 Document 1 Filed 11/09/23 Page 8 of 16
9

C. Masanotti Misused Investor Funds to Maintain his Family’s Lifestyle

32. In addition to the numerous lies and omissions to investors about the safety of 

their investments, the types of investments that would be made with investor funds, and the 

purported safety of the investments, Masanotti misappropriated the Fund’s assets in violation of 

his fiduciary duty to the Fund, in order to enrich himself and maintain his family’s lifestyle. 

33. Between January 2016 and October 2023, bank accounts that Masanotti

controlled in the name of Middlesex, or in the names of family members, received approximately 

$5.9 million from investors. 

34. Since that time, Masanotti has used millions of the Fund’s assets for his and his 

family’s personal benefit, as well as to make payments to earlier investors to maintain the façade 

that the Fund was profitable. For example, bank statements for August 2019 show that on 

August 1, 2019, a bank account in the name of Middlesex received a $30,000 payment from an 

investor couple. Throughout that month, Masanotti made transfers totaling $29,500 from the 

Middlesex bank account to bank accounts in his and his wife’s name, and thereafter made 

payments from these accounts to cover, among other things, over $3,000 in luxury car payments, 

almost $10,000 in mortgage payments, and a payment to a country club. 

35. Over the course of the scheme, Masanotti used more than $3 million of the Fund’s 

assets for his and his family’s personal benefit, in derogation of his fiduciary duty to the Fund.

D. After Masanotti Depleted Virtually All Investor Funds, Masanotti and Ferrara 

Liquidated Their Largest Asset, Paid for In Part with Fraud Proceeds

36. On October 16, 2023, the Commission staff spoke with Masanotti over the phone. 

Masanotti told the Commission staff that while he and Relief Defendant Mary Ferrara were 

selling the Darien Property, the closing would occur “the day after tomorrow,” i.e., October 18, 

2023. The Commission staff asked Masanotti to confirm that the closing on that house would 

Case 3:23-cv-01481 Document 1 Filed 11/09/23 Page 9 of 16
10

happen that week. Masanotti further explained to the Commission staff that Ferrara had signed 

the paperwork for the transaction, since the residence was held in Ferrara’s name alone, but that 

he was not sure if other parties to the transaction had also signed the paperwork. 

37. Property records subsequently obtained by the Commission staff show that the 

closing on the Darien Property occurred on October 10, 2023, and that the Property was sold for 

$1.85 million. 

38. Communications obtained by the Commission staff show that Masanotti and 

Ferrara were on a group text message chain with the listing agent (the “Listing Agent”) for the 

Darien Property. On October 10, 2023, the Listing Agent sent a text message to Masanotti and 

Ferrara, asking: “I hear you are closed. Have you heard from [the attorney]?” Ferrara, copying 

Masanotti, replied: “Yes, [the attorney’s] paralegal said it’s done and money will be wired.”

39. Bank records confirm that by the time Masanotti was speaking with the 

Commission staff on October 16, 2023, Ferrara had already received a wire for $1,733,734 (net 

of brokerage fees), representing the proceeds of the sale of the Darien Property, most of which 

was immediately wired out to pay multiple mortgages on the Darien Property. 

40. Bank records show that, between 2016 and 2023, Masanotti made over $600,000 

in payments on the mortgages in Ferrara’s name for the Darien Property and the Florida 

Property. 

41. In the end, Masanotti lived a lavish lifestyle at the expense of the Fund, all the 

while lying to the Fund’s investors about their purported account balances and investment 

returns from Middlesex.

Case 3:23-cv-01481 Document 1 Filed 11/09/23 Page 10 of 16
11

FIRST CLAIM FOR RELIEF

(Violations of Section 17(a) of the Securities Act)

[15 U.S.C. 77q(a)]

42. The Commission realleges and incorporates by reference paragraphs 1 through 41 

as if fully set forth herein.

43. By engaging in the acts and conduct alleged above, Masanotti and Middlesex, 

directly or indirectly, in the offer or sale of securities, by use of the means or instruments of 

transportation or communication in interstate commerce or by use of the mails, (a) employed or 

are employing devices, schemes, or artifices to defraud; (b) have obtained money or property by

making untrue statements of material fact or omitting material facts necessary to make the 

statements not misleading; and/or (c) have engaged or are engaging in transactions, practices or 

courses of business which operated or would operate as a fraud or deceit upon the purchasers, in 

violation of Sections 17(a)(1), (2), and (3) of the Securities Act [15 U.S.C. § 77q(a)(1) and (3)].

SECOND CLAIM FOR RELIEF

(Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder)

[15 U.S.C. § 78q(b), 17 C.F.R. § 240.10b-5]

44. The Commission realleges and incorporates by reference paragraphs 1 through 41 

as if fully set forth herein.

45. By engaging in the acts and conduct alleged above, Masanotti and Middlesex, 

directly or indirectly, in connection with the purchase or sale of securities, by use of the means or 

instrumentalities of interstate commerce, or of the mails, or of a facility of a national securities

exchange, (a) have employed or are employing devices, schemes, or artifices to defraud; (b) have 

made or are making untrue statements of material fact or have omitted to state material facts 

necessary to make the statements not misleading; and/or (3) have engaged or are engaging in 

acts, practices, or courses of business which operated or would operate as a fraud or deceit upon 

other persons, including purchases and sales of securities, in violation of Section 10(b) of the 

Case 3:23-cv-01481 Document 1 Filed 11/09/23 Page 11 of 16
12

Exchange Act [15 U.S.C. § 78j(b)] and subsections (a), (b), and (c) of Rule 10b-5 thereunder [17 

C.F.R. § 240.10b-5(a), (b), and (c)].

THIRD CLAIM FOR RELIEF

(Violation of Sections 206(1) and 206(2) of the Advisers Act)

[15 U.S.C. §§80b-6(1), 80b-6(2)]

46. The Commission realleges and incorporates by reference paragraphs 1 through 41 

as if fully set forth herein.

47. At all relevant times, Masanotti and Middlesex were “investment advisers” within 

the meaning of Section 202(a)(11) of the Advisers Act [15 U.S.C. §80b-2(a)(11)]. 

48. By reason of the foregoing, Masanotti and Middlesex directly or indirectly, acting 

intentionally, knowingly, recklessly, or negligently and by use of the means or instruments of 

transportation or communication in interstate commerce or by the use of the mails, as an 

investment adviser: (1) have employed or are employing any device, scheme, or artifice to 

defraud a client or prospective client; and (2) have engaged or are engaging in any transaction, 

practice, or course of business which operates as a fraud or deceit upon a client or prospective 

client. 

49. By engaging in the conduct described above, Masanotti and Middlesex violated, 

Sections 206(1) and 206(2) of the Advisers Act [15 U.S.C. §§80b-6(1), 80b-6(2)].

FOURTH CLAIM FOR RELIEF

Violations of Section 206(4) of the Advisers Act and Rule 206(4)-8 Thereunder

[15 U.S.C. § 80b-6(4) and 17 C.F.R. § 275.206(4)-8]

50. The Commission realleges and incorporates by reference the allegations in 

paragraphs 1 through 41 as if fully set forth herein.

51. At all times relevant to this Complaint, Masanotti and Middlesex acted as 

investment advisers to the Middlesex Fund, a pooled investment vehicle as defined in Advisers 

Act Rule 206(4)-8(b) [17 C.F.R. § 275.206(4)-8(b)].

Case 3:23-cv-01481 Document 1 Filed 11/09/23 Page 12 of 16
13

52. Masanotti and Middlesex, while acting as investment advisers to a pooled 

investment vehicle, by use of the mails, and the means and instrumentalities of interstate 

commerce, directly or indirectly, engaged in acts, practices, or courses of business which were 

fraudulent, deceptive, or manipulative. Defendants also made untrue statements of material facts 

and/or omitted to state a material fact necessary to make the statements made, in light of the 

circumstances in which they were made, not misleading, to investors or prospective investors in 

the pooled investment vehicle, and otherwise engaged in acts, practices, or courses of business

that were fraudulent, deceptive, or manipulative with respect to investors or prospective investors 

in the pooled investment vehicle.

53. By engaging in the conduct described above, Defendants have violated, and, 

unless enjoined, will continue to violate Section 206(4) of the Advisers Act [15 U.S.C. §80b6(4)]

and Rule 206(4)-8 thereunder [15 C.F.R. § 275.206(4)-8]. 

Case 3:23-cv-01481 Document 1 Filed 11/09/23 Page 13 of 16
14

FIFTH CLAIM FOR RELIEF

Other Equitable Relief, Including Unjust Enrichment and Constructive Trust

(As to Relief Defendant)

54. The Commission realleges and incorporates by reference paragraphs 1 through 41 

as if fully set forth herein.

55. Section 21(d)(5) of the Exchange Act states, “In any action or proceeding brought 

or instituted by the Commission under any provision of the securities laws, the Commission may 

seek, and any Federal court may grant, any equitable relief that may be appropriate or necessary 

for the benefit of investors.” 

56. The Relief Defendant received ill-gotten funds provided by investors for purposes 

of investment with Masanotti and Middlesex. Relief Defendant has no legitimate claim to this 

property. In equity and good conscience, Relief Defendant should not be allowed to retain such 

funds. 

57. As a result, Relief Defendant is liable on a joint-and-several basis with Masanotti 

and Middlesex for unjust enrichment and should be required to return her share of ill-gotten 

gains, in an amount to be determined by the Court. The Court should also impose a constructive 

trust on the ill-gotten gains in the possession of the Relief Defendant. 

PRAYER FOR RELIEF

WHEREFORE, the Commission respectfully requests that the Court: 

A. Enter a temporary restraining order and preliminary injunction to: (a) prohibit 

Defendants from continuing to violate the Securities Act, the Exchange Act, and the Advisers 

Act; (b) freeze assets of Defendants and Relief Defendant; (c) prohibit Defendants from soliciting, 

accepting, or depositing any monies obtained from actual or prospective investors; (d) require 

Defendants to preserve relevant documents and prohibit the alteration or destruction of such 

documents; and (e) order expedited discovery to proceed immediately.

Case 3:23-cv-01481 Document 1 Filed 11/09/23 Page 14 of 16
15

B. Enter a Final Judgment permanently restraining and enjoining Defendants, as well 

as their agents, servants, employees, attorneys, and other persons in active concert or participation 

with them, from directly or indirectly engaging in the conduct described above, or in conduct of 

similar purpose and effect, in violation of:

1. Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)];

2. Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 

thereunder [17 C.F.R. § 240.10b-5]; and

3. Sections 206(1), (2) and (4) of the Advisers Act [15 U.S.C. §§80b-6(1), 

80b-6(2), and 80b-6(4)] and Rule 206(4)-8 thereunder [17 C.F.R. 

§275.206(4)-8].

C. Enter a Final Judgment ordering Defendants to disgorge their ill-gotten gains or 

unjust enrichment, with prejudgment interest thereon, to effect the remedial purposes of the 

federal securities laws.

D. Enter a Final Judgment against the Relief Defendant ordering her to disgorge all 

unjust enrichment and/or ill-gotten gains, on a joint-and-several basis with Masanotti and 

Middlesex, with prejudgment interest thereon, to effect the remedial purposes of the federal 

securities laws. 

E. Enter a Final Judgment ordering Defendants to pay civil penalties pursuant to 

Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)], Section 21(d) of the Exchange Act [15 

U.S.C. § 78u(d)], and Section 209(e) of the Advisers Act [15 U.S.C. §80b-9(e)];

F. Retain jurisdiction over this action to implement and carry out the terms of all 

orders and decrees that may be entered; and

G. Grant such other and further relief as this Court may deem just and proper.

Case 3:23-cv-01481 Document 1 Filed 11/09/23 Page 15 of 16
16

DEMAND FOR JURY TRIAL

The Commission demands a jury trial in this action of all issues so triable.

Dated: November 9, 2023 Respectfully submitted,

 

/s Rua M. Kelly 

Rua M. Kelly (Mass. Bar No. 643351) 

William J. Donahue (Mass. Bar No. 631229) 

Alexandra B. Lavin (Mass. Bar No. 687785) 

Boston Regional Office 

33 Arch Street, 24th Floor 

Boston, MA 02110 

KellyRu@sec.gov 

Kelly phone: (617) 573-8941 

Facsimile: (617) 573-4590 

Counsel for Plaintiff Securities and Exchange 

Commission

Local Counsel: 

/s David C. Nelson 

David C. Nelson 

Assistant United States Attorney

United States Attorney’s Office

District of Connecticut

157 Church Street 

New Haven, CT 06510 

(203) 821-3700 

David.C.Nelson@usdoj.gov 

Case 3:23-cv-01481 Document 1 Filed 11/09/23 Page 16 of 16