UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 94510 / March 24, 2022

ADMINISTRATIVE PROCEEDING

File No. 3-19334

In the Matter of

MVP Manager LLC,

Respondent.

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ORDER APPROVING 

MODIFIED PLAN OF 

DISTRIBUTION

On August 13, 2019, the Commission issued an 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-andDesist Order (the “Order”)1

against MVP Manager LLC (“MVP” or “Respondent”). In the 

Order, the Commission found that MVP was an investment adviser to and manager of two funds 

that offered interests to investors in venture-backed companies that had not yet conducted an 

initial public offering (“pre-IPO companies”). According to the Order, in three instances 

between January 2015 and January 2016, MVP personnel arranged to receive brokerage 

commissions from the counter-party who sold securities in pre-IPO companies to MVP’s 

advisory clients without adequate disclosure to the clients or to investors in the funds. The 

Commission found that this arrangement created a potential or actual conflict of interest for 

MVP in advising its client funds which MVP failed to adequately disclose. 

 

1

 Advisers Act Rel. No. 5319 (Aug. 13, 2019). 
2

The Commission ordered the Respondent to pay $150,058.88 in disgorgement, 

$19,681.42 in prejudgment interest, and a civil penalty of $80,000, for a total of $249,740.30, to 

the Commission. The Commission also created a Fair Fund, pursuant to Section 308(a) of the 

Sarbanes-Oxley Act of 2002, so the penalty paid, along with the disgorgement and interest paid, 

can be distributed to harmed investors (the “Fair Fund”).

The Fair Fund includes the $249,740.30 paid by the Respondent. The assets of the Fair 

Fund are subject to the continuing jurisdiction and control of the Commission. The Fair Fund 

has been deposited in an interest-bearing account at the U.S. Department of the Treasury’s 

Bureau of the Fiscal Service, and any interest accrued will be added to the Fair Fund.

On January 24, 2022, the Division of Enforcement, pursuant to delegated authority, 

published a Notice of Proposed Plan of Distribution and Opportunity for Comment (“Notice”),2

pursuant to Rule 1103 of the Commission’s Rules on Fair Fund and Disgorgement Plans 

(“Commission’s Rules”);3and simultaneously posted the Proposed Plan of Distribution (the 

“Proposed Plan”). The Notice advised interested persons that they could obtain a copy of the 

Proposed Plan from the Commission’s public website or by submitting a written request to the 

Commission 

The Notice also advised that all persons desiring to comment on the Proposed Plan could 

submit their comments, in writing, within 30 days of the Notice. The Commission received no 

comments on the Proposed Plan during the comment period. 

The Proposed Plan provides for the distribution of the Net Available Fair Fund,4to those 

investors harmed by MVP’s failure to disclose conflicts of interest, between January 2015 and 

 

2

 Exchange Act Rel. No. 94035 (Jan. 24, 2022). 

3

 17 C.F.R. § 201.1103.

4

 All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Proposed 

Plan.
3

January 2016, in connection with investments in three series of funds managed by MVP that 

offered interests to investors by series, with each series investing in a single pre-initial public 

offering company in accordance with the methodology used in the plan of allocation in the 

Proposed Plan. 

The Division of Enforcement now requests that the Commission approve the Proposed 

Plan.5

Accordingly, it is hereby ORDERED, pursuant to Rule 1104 of the Commission’s Rules,6

that the Proposed Plan is approved, and the approved Plan of Distribution shall be posted 

simultaneously with this order on the Commission’s website at www.sec.gov.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.7

Vanessa A. Countryman

Secretary 

 

5

 The Proposed Plan has been modified to name Sondra Panahi, as Fund Administrator, as opposed to David 

London.

6

 17 C.F.R. § 201.1104. 

7

 17 C.F.R. § 200.30-4(a)(21)(iv).