EXHIBIT D

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UNITED STATES DISTRICT COURT

FOR THE MIDDLE DISTRICT OF FLORIDA

COMMODITY FUTURES TRADING 

COMMISSION,

Plaintiff, 

v.

SR&B INVESTMENT ENTERPRISES, INC. 

AND SURUJPAUL SAHDEO

Defendants.

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Civil Action No. 6:20-cv-01657-CEMGGK

Hon. Judge Carlos E. Mendoza

CONSENT ORDER FOR PERMANENT INJUNCTION CIVIL MONETARY PENALTY

AND OTHER EQUITABLE RELIEF 

AGAINST DEFENDANTS SR&B INVESTMENT ENTERPRISES, INC. and 

SURUJPAUL SAHDEO

I. INTRODUCTION

On September 9, 2020, Plaintiff Commodity Futures Trading Commission 

(“Commission” or “CFTC”) filed a Complaint (ECF No. 1) against Defendants Highrise 

Advantage, LLC, Bull Run Advantage, LLC, Green Knight Investments, LLC, King Royalty 

LLC, SR&B Investment Enterprises, Inc. (“SR&B”), Avinash Singh, Randy Rosseau, Daniel 

Cologero, Hemraj Singh, and Surujpaul Sahdeo (“Sadeo”), seeking injunctive and other 

equitable relief, as well as the imposition of civil penalties, for violations of the Commodity 

Exchange Act (“Act”), 7 U.S.C. §§ 1–26, and the Commission’s Regulations (“Regulations”) 

promulgated thereunder, 17 C.F.R. pts. 1–190 (2022). The Court entered a statutory restraining 

order against Defendants on September 16, 2020. (ECF No. 45). On September 30, 2020 the 

Court Issued an Order of Preliminary Injunction and Other Relief against Defendants (“PI 

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Order”). (ECF No. 73). The PI Order froze the assets of individual Defendant Avinash Singh 

and all five Corporate Defendants, including SR&B, prohibited further violations of the Act and 

the Regulations, ordered an accounting of assets, permitted CFTC access to all of Defendants’ 

books and records, and prohibited the destruction of documents. On February 1, 2021 the 

Commission filed an Amended Complaint. (ECF No. 98). SR&B and Sahdeo answered on 

March 2, 2021. (ECF 109). 

II. CONSENTS AND AGREEMENTS

To effect settlement of all charges alleged in the Amended Complaint against Defendants

SR&B and Sahdeo without a trial on the merits or any further judicial proceedings, Defendants

SR&B and Sahdeo:

Consent to the entry of this Consent Order for Permanent Injunction, Civil Monetary Penalty, 

and Other Equitable Relief Against Defendants SR&B Investment Enterprises, Inc. and 

Surujpaul Sahdeo (“Consent Order”);

Affirm that they have read and agreed to this Consent Order voluntarily, and that no promise, 

other than as specifically contained herein, or threat, has been made by the Commission or any 

member, officer, agent, or representative thereof, or by any other person, to induce consent to 

this Consent Order;

Acknowledge service of the summons and Amended Complaint;

Admit the jurisdiction of this Court over them and the subject matter of this action pursuant to 

Section 6c of the Act, 7 U.S.C. § 13a-1;

Admit the jurisdiction of the Commission over the conduct and transactions at issue in this 

action pursuant to the Act;

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Admit that venue properly lies with this Court pursuant to Section 6c(e) of the Act, 7 U.S.C. 

§ 13a-1(e);

Waive:

(a) Any and all claims that they may possess under the Equal Access to 

Justice Act, 5 U.S.C. § 504 and 28 U.S.C. § 2412, and/or the rules 

promulgated by the Commission in conformity therewith, Part 148 of 

the Regulations, 17 C.F.R. pt. 148 (2022), relating to, or arising from, 

this action;

(b) Any and all claims that they may possess under the Small Business 

Regulatory Enforcement Fairness Act of 1996, Pub. L. No. 104-121,

tit. II, §§ 201–253, 110 Stat. 847, 857–74 (codified as amended at 

28 U.S.C. § 2412 and in scattered sections of 5 U.S.C. and 15 U.S.C.), 

relating to, or arising from, this action;

(c) Any claim of Double Jeopardy based upon the institution of this action

or the entry in this action of any order imposing a civil monetary 

penalty or any other relief, including this Consent Order; and

(d) Any and all rights of appeal from this Consent Order;

Consent to the continued jurisdiction of this Court over them for the purpose of implementing 

and enforcing the terms and conditions of this Consent Order and for any other purpose 

relevant to this action, even if Defendants SR&B and Sahdeo now or in the future reside outside 

the jurisdiction of this Court;

Agree that they will not oppose enforcement of this Consent Order on the ground, if any exists, 

that it fails to comply with Rule 65(d) of the Federal Rules of Civil Procedure and waive any 

objection based thereon;

Agree that neither they nor any of their agents or employees under their authority or control

shall take any action or make any public statement denying, directly or indirectly, any 

allegation in the Amended Complaint or the Findings of Fact or Conclusions of Law in this 

Consent Order, or creating or tending to create the impression that the Amended Complaint 

and/or this Consent Order is without a factual basis; provided, however, that nothing in this 

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provision shall affect their: (a) testimonial obligations; or (b) right to take legal positions in 

other proceedings to which the Commission is not a party. Defendants SR&B and Sahdeo 

shall comply with this agreement, and shall undertake all steps necessary to ensure that all of 

their agents or employees under their authority or control understand and comply with this 

agreement; and

Consent to the entry of this Consent Order without admitting or denying the allegations of the 

Amended Complaint or any findings or conclusions in this Consent Order, except as to 

jurisdiction and venue, which they admit;

Consent to the use of the findings and conclusions in this Consent Order in this proceeding and 

in any other proceeding brought by the Commission or to which the Commission is a party or 

claimant, and agree that they shall be taken as true and correct and be given preclusive effect 

therein, without further proof;

Do not consent, however, to the use of this Consent Order, or the findings and conclusions 

herein, as the sole basis for any other proceeding brought by the Commission or to which the 

Commission is a party, other than: a statutory disqualification proceeding; proceeding in 

bankruptcy, or receivership; or proceeding to enforce the terms of this Order; and

Agree that no provision of this Consent Order shall in any way limit or impair the ability of 

any other person or entity to seek any legal or equitable remedy against Defendants SR&B and 

Sahdeo in any other proceeding.

III. FINDINGS OF FACT AND CONCLUSIONS OF LAW

The Court, being fully advised in the premises, finds that there is good cause for the entry 

of this Consent Order and that there is no just reason for delay. The Court therefore directs the 

entry of the following Findings of Fact, Conclusions of Law, permanent injunction and equitable 

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relief pursuant to Section 6c of the Act, 7 U.S.C. § 13a-1, as set forth herein. The findings and 

conclusions in this Consent Order are not binding on any other party to this action.

THE PARTIES AGREE AND THE COURT HEREBY FINDS:

A. Findings of Fact

The Parties to this Consent Order

Plaintiff Commodity Futures Trading Commission is an independent federal regulatory 

agency that is charged by Congress with administering and enforcing the Act and Regulations. 

Defendant Surujpaul Sahdeo is the sole director, president, secretary and treasurer of SR&B. 

Sahdeo is a resident of Miramar, Florida. Sahdeo solicited and accepted funds from pool 

participants for participation in SR&B and transferred some of those funds to Highrise. Sahdeo 

is the sole signatory on SR&B’s 22 known bank and credit card accounts. Sahdeo has never 

been registered with the Commission in any capacity.

Defendant SR&B Investment Enterprises, Inc. is a Florida limited liability company with its

business address in Miramar, Florida. SR&B’s articles of organization were filed with the 

State of Florida on February 18, 2009. SR&B has never been registered with the Commission 

in any capacity. 

Summary

SR&B operated a fund that directed pool participant funds to a “master pool” (hereinafter 

“Master Pool”). SR&B’s pool participants deposited funds into SR&B’s pool, which then 

funneled deposits to Master Pool. Master Pool pooled SR&B funds, along with other pool 

participant funds, and commingled the pool participant funds with other non-pool participant 

funds. Master Pool then transferred a portion of the pool participants’ funds into forex trading 

accounts in its own name. 

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Defendant Sahdeo ran the feeder pool SR&B that transferred funds to Master Pool in 

connection with pooled investments in retail foreign currency contracts (“forex”). 

As part of the fraudulent scheme, Master Pool issued monthly account statements to SR&B, 

which misrepresented the profits and balances of the SR&B pool participants’ respective 

interests in the Master Pool. SR&B likewise issued monthly account statements to its pool 

participants that misrepresented the profits and balances of the pool participants’ respective 

interests in the SR&B Feeder Pool, as well as the Master Pool.

During the period from at least February 2013 to the filing of the Complaint on September 20, 

2020, Master Pool solicited and accepted $57,911,423 from individual pool participants and 

from feeder pools such as SR&B. Of the over $57 million Master Pool received from pool 

participants, including SR&B pool participants, Master Pool used only $2,408,438.41 for forex 

trading. 

Master Pool sent pool participants, including feeder pools such as SR&B, monthly account 

statements via e-mail (the “Monthly Statements”). The Monthly Statements provided pool 

participants with information including opening balance, profit, deposit, withdrawal, and 

account balance. The Monthly Statements did not provide the Master Pool’s account activity, 

profits, losses, net balances, or the participation units of the participant.

The statements pool participants such as SR&B received were false. 

SR&B’s Participation in the Master Pool’s Fraud 

Sahdeo opened at least 22 bank and credit card accounts in SR&B’s name at seven separate 

financial institutions. Sahdeo is the sole signatory on those bank accounts. 

By May 2014, SR&B began to transfer funds to Highrise. Between May 2014 and September 

2020 (“the Relevant Period”), SR&B received $ 5,739, 714.71 in funds from 127 SR&B pool 

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participants, some of whom noted that their deposits were for investment into SR&B. SR&B 

then transferred these participant deposits to Highrise, noting that the funds were being 

deposited to fund its forex account. Highrise transferred $8,306,918.72 back to SR&B during 

the Relevant Period. 

SR&B also held four forex trading accounts at RFED 1 in its own name. SR&B deposited at 

least $134,000 into these accounts. 

SR&B issued statements to its pool participants that reported fictious profits that were 

allegedly half the profits SR&B earned from Highrise by trading forex. 

None of SR&B’s pool participants were eligible contract participants (“ECPs”) under Section 

1a(18)(A)(xi) of the Act, 7 U.S.C. § 1a(18)(A)(xi).

Failure to Register

During the Relevant Period, SR&B acted as a commodity pool operator (“CPO”) for the SR&B 

pool, in that it solicited and accepted funds from non-ECP pool participants for the purpose of 

pooling the funds in a commodity pool engaged in trading forex. SR&B pooled its pool 

participant funds and sent of the pooled funds to Master Pool to trade forex. Thus, SR&B 

acted as a CPO.

At no time did SR&B register as a CPO with the Commission.

Likewise, Sahdeo did not register as an associated person (“AP”) of SR&B in its capacity as a 

CPO.

Failure to Comply with Regulations Relating to Pool Organizations 

and Operation

SR&B, while acting as a CPO of its pool, failed to operate the pool as a legal entity separate 

from the CPO. In addition, SR&B failed to provide to prospective or current pool participants, 

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pool disclosure documents, containing information required by Regulations 4.24 and 4.25, 

17 C.F.R. §§ 4.21, 4.24, 4.25 (2022).

B. Conclusions of Law

i. Jurisdiction and Venue

This Court has jurisdiction over this action under 28 U.S.C. § 1331 (federal question 

jurisdiction) and 28 U.S.C. § 1345 (district courts have original jurisdiction over civil actions 

commenced by the United States or by any agency expressly authorized to sue by Act of 

Congress). Section 6c(a) of the Act, 7 U.S.C. § 13a-1(a), authorizes the Commission to seek 

injunctive relief in any proper district court of the United States against any person whenever 

it shall appear to the Commission that such person has engaged, is engaging, or is about to 

engage in any act or practice constituting a violation of any provision of the Act or any rule, 

regulation, or order thereunder.

Venue properly lies with this Court pursuant to 7 U.S.C. § 13a-1(e), because Defendants are

found in and inhabit the Middle District of Florida, have transacted business in this District, 

and the acts and practices in violation of the Act and Regulations occurred, within this District.

ii. Fraud by a Commodity Pool Operator

Regulation 5.1(d)(1), 17 C.F.R. § 5.1(d)(1) (2022), defines a CPO for purposes of 17 C.F.R. 

part 5 as “any person who operates or solicits funds, securities, or property for a pooled 

investment vehicle that is not an ECP as defined in 7 U.S.C. § 1a(18), and that engages in retail 

forex transactions.”

Section 4o(1)(B) of the Act, 7 U.S.C. § 6o(1)(B), in relevant part, makes it unlawful for CPOs, 

whether registered with the Commission or not, by use of the mails or any other means of 

interstate commerce, directly or indirectly— . . . (B) to engage in any transaction, practice, or 

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course of business that operates as a fraud or deceit upon any client or pool participant. 

7 U.S.C. § 6o(1)(B) applies to the retail forex transactions, agreements or contracts, and 

accounts and pooled investment vehicles therein, offered by SR&B, pursuant to 

Sections 2(c)(2)(C)(ii)(I) and (vii) of the Act, 7 U.S.C. § 2(c)(2)(C)(ii)(I), (vii).

SR&B violated 7 U.S.C. § 6o(1)(B) in that it engaged in transactions, practices or a course of 

business which operated as a fraud or deceit upon commodity pool participants by: 

(1) representing that all of the funds deposited with SR&B were being traded in forex, which 

was not true; and (2) issuing monthly statements to individual pool participants that deposited 

funds directly with SR&B that contained false information about the profits and balances of 

each individual pool participant’s interests in SR&B and Master Pool. 

SR&B used or is using the mails, telephone services, or other instrumentalities of interstate 

commerce to engage in business in connection with retail forex transactions.

Each act of misrepresentation of material fact, and issuance of false statements constitutes a 

separate and distinct violation of 7 U.S.C. § 6o(1)(B). 

Sahdeo held and exercised direct and indirect control over SR&B and either did not act in good 

faith or knowingly induced SR&B’s violations and is therefore liable, pursuant to Section 13(b) 

of the Act, 7 U.S.C. § 13c(b), for SR&B’s violations of 7 U.S.C. § 6o(1)(B).

iii. Fraud by Associated Persons of a Commodity Pool Operator

Beginning at least in March 2015, Sahdeo acted as an AP of a CPO for the SR&B Pool by 

soliciting individuals to become pool participants in regard to a business that is of the nature 

of an investment trust, syndicate, or similar form of enterprise, for the purpose of trading 

commodity interests.

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As alleged in the Amended Complaint, beginning at least in March 2015, Sahdeo engaged in 

conduct that operated as a fraud or deceit upon prospective and existing pool participants in 

violation of 7 U.S.C. § 6o(1)(B) by: (1) representing that all of the funds deposited with SR&B 

were being traded in forex, which was not true; and (2) issuing Monthly Statements to 

individual pool participants that deposited funds directly with SR&B with false information 

about the profits and balances of the individual pool participant’s respective interests in SR&B 

and the Master Pool. 

Sahdeo was acting as an agent of SR&B when he violated the Act and, therefore, SR&B, as 

his principal, is liable for his acts, omissions and failures in violation of 7 U.S.C. § 6o(1)(B) 

pursuant to 7 U.S.C. § 2(a)(1)(B) and Regulation 1.2, 17 C.F.R. § 1.2 (2022).

Sahdeo used or is using the mails, telephone services, or other instrumentalities of interstate 

commerce to engage in business in connection with retail forex transactions.

7 U.S.C. § 6o(1)(B) applies to the retail forex transactions, agreements or contracts, and 

accounts and pooled investment vehicles therein, offered by, Sahdeo, pursuant to 7 U.S.C. 

§ 2(c)(2)(C)(ii)(I) and (vii). 

Each misrepresentation or omission of material fact, issuance of a false statement or report, 

constitutes a separate and distinct violation of 7 U.S.C. § 6o(1)(B).

iv. Failure to Register as a Commodity Pool Operator

With certain specified exceptions and exemptions not applicable here, Section 4m(1) of the 

Act, 7 U.S.C. § 6m(1), makes it unlawful for any CPO to make use of the mails or any means 

or instrumentality of interstate commerce in connection with its business unless it is registered 

with the CFTC. Section 2(c)(2)(C)(iii)(I)(cc) of the Act, 7 U.S.C. § 2(c)(2)(C)(iii)(I)(cc), also 

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makes it unlawful for a CPO to operate a pooled investment in foreign currency whose 

participants are not ECPs without registration.

Similarly, Regulation 5.3(a)(2)(i), 17 C.F.R. § 5.3(a)(2)(i) (2022), makes it unlawful for any 

CPO, as defined in Regulation 5.1(d)(1), 17 C.F.R. § 5.1(d)(1) (2022), to be engaged in retail 

forex transactions without being so registered. 17 C.F.R. § 5.1(d)(1) defines a CPO as “any 

person who operates or solicits funds, securities, or property for a pooled investment vehicle 

that is not an eligible contract participant as defined in 7 U.S.C. § 1a(18), and that engages in 

retail forex transactions.”

During at least the Relevant Period, SR&B acted as CPO for the SR&B Pool, within the 

meaning of Section 1a(11) of the Act, 7 U.S.C. § 1a(11), and 17 C.F.R. § 5.1(d)(1), and 

solicited and accepted funds, using instrumentalities of interstate commerce, for a pooled

investment vehicle from non-ECPs for the purpose of engaging in retail forex transactions 

while failing to register as a CPO in violation of 7 U.S.C. § 6m(1).

SR&B violated 7 U.S.C. §§ 2(c)(2)(C)(iii)(I)(cc) and 6m(1) and 17 C.F.R. § 5.3(a)(2)(i) by 

engaging in these activities without having registered as a CPO. 

Sahdeo held and exercised direct and indirect control over SR&B and either did not act in good 

faith or knowingly induced SR&B’s violations and is therefore liable, pursuant to 7 U.S.C. 

§ 13c(b), for SR&B’s violations of 7 U.S.C. §§ 2(c)(2)(C)(iii)(I)(cc) and 6m(1) and 17 C.F.R. 

§ 5.3(a)(2)(i).

Each use by SR&B of the mails or any means or instrumentality of interstate commerce in 

connection with its business as a CPO without proper registration constitutes a separate and 

distinct violation of 7 U.S.C. §§ 2(c)(2)(C)(iii)(I)(cc) and 6m(1) and 17 C.F.R. § 5.3(a)(2)(i).

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v. Failure to Register as AP of a Commodity Pool Operator and 

allowing Unregistered AP to Remain Associated with a CPO

With certain exemptions and exclusions not applicable here, it is unlawful for a person to be 

associated with a CPO as a partner, officer, employee, consultant, or agent, or a person 

occupying a similar status or performing similar functions, in any capacity that involves the 

solicitation of funds, securities, or property for participation in a retail forex pool unless 

registered with the Commission as an AP of the CPO pursuant to Section 4k(2) of the Act, 

7 U.S.C. § 6k(2), and Regulation 5.3(a)((2)(ii), 17 C.F.R. § 5.3(a)(2)(ii).

7 U.S.C. § 6k(2) also makes it unlawful for a CPO to permit such a person to become or remain 

associated with the CPO in any such capacity if the CPO knew or should have known that the 

person was not registered as an AP. 

Regulation 3.12, 17 C.F.R. § 3.12 (2022), prohibits any person from being associated with a 

CPO as an AP unless that person shall have registered with the CFTC as an AP of that 

sponsoring CPO.

Sahdeo violated 7 U.S.C. § 6k(2) and 17 C.F.R. §§ 3.12 and 5.3(a)(2)(ii), in that he acted as an 

AP of SR&B without the benefit of registration as an AP of a CPO;

SR&B violated 7 U.S.C. § 6k(2) in that, acting as a CPO, it allowed Sahdeo to act as its AP 

when it knew or should have known that Sahdeo was not registered as an AP.

Each act by Sahdeo of soliciting funds, securities, or property for participation in a retail forex 

pool while being associated with SR&B as a partner, officer, employee, consultant, or agent 

without being registered as an AP of a CPO, and each act by SR&B of allowing Sahdeo to be 

associated with it in such a capacity when SR&B knew or should have known Sahdeo was not 

registered as an AP, constitutes a separate and distinct violation of 7 U.S.C. § 6k(2) and 

17 C.F.R. §§ 3.12 and 5.3(a)(2)(ii).

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vi. Failure to Operate Commodity Pool As a Separate Legal 

Entity

Regulation 5.4, 17 C.F.R. § 5.4 (2022), states that Part 4 of the CFTC’s Regulations, 17 C.F.R. 

Part 4 (2022), applies to any person required to register as a CPO pursuant to Part 5 of the 

CFTC’s Regulations relating to forex transactions, 17 C.F.R. Part 5 (2022). 

Regulation 4.20(a)(1), 17 C.F.R. § 4.20(a)(l) (2022), requires a CPO to operate its commodity 

pool as an entity cognizable as a legal entity separate from that of the pool operator, with 

certain specified exceptions not applicable here.

Regulation § 4.20(b), 17 C.F.R. § 4.20(b) (2022), requires that all funds, securities, or other 

property received by a CPO from a prospective or existing pool participant must be received 

in the commodity pool’s name. 

By accepting or depositing pool funds in bank accounts held in the name of SR&B and not 

into a separate legal entity, SR&B failed to operate its pool as a legal entity separate from itself 

as pool operator, in violation of 17 C.F.R. § 4.20(a)(l) and (b).

During at least the Relevant Period, SR&B while acting as CPO, violated 17 C.F.R. § 4.20(a)(l) 

and (b) by failing to operate its retail forex pool as a legal entity separate from itself. 

Defendant Sahdeo controls SR&B, directly or indirectly, and did not act in good faith or 

knowingly induced, directly or indirectly, SR&B’s, conduct alleged in this Count. Therefore, 

pursuant to 7 U.S.C. § 13c(b), Sahdeo is liable for SR&B’s violations of 17 C.F.R. § 4.2(a)(l) 

and (b).

Each instance of accepting funds in the name of the SR&B and not into a separate legal entity, 

from at least March 2015 through the filing of the Complaint, constitutes a separate and distinct 

violation of 17 C.F.R. § 4.20(a)(1) and (b).

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vii. Failure to Provide Pool Disclosures

Regulation 4.21(a)(1), 17 C.F.R. § 4.21(a)(1) (2022), provides that “each commodity pool 

operator registered or required to be registered under the Act must deliver or cause to be 

delivered to a prospective participant in a pool that it operates or intends to operate a Disclosure 

Document for the pool prepared in accordance with §§ 4.24 and 4.25 by no later than the time 

it delivers to the prospective participant a subscription agreement for the pool . . . .”

Defendant SR&B failed to provide prospective pool participants with pool disclosure 

documents in the form specified in Regulations 4.24 and 4.25, 17 C.F.R. §§ 4.24, 4.25 (2022). 

By reason of the foregoing, SR&B violated 17 C.F.R. § 4.21.

Defendant Sahdeo controls, directly or indirectly, SR&B and did not act in good faith or 

knowingly induced, directly or indirectly, SR&B’s, conduct alleged in this Count. Therefore, 

pursuant to 7 U.S.C. § 13c(b), Sahdeo is liable for SR&B’s violations of 17 C.F.R. § 4.21.

Each failure to furnish the required disclosure documents to prospective pool participants and 

pool participants constitutes a separate and distinct violation of 17 C.F.R. § 4.21.

Unless restrained and enjoined by this Court, there is a reasonable likelihood that Defendants 

will continue to engage in the acts and practices alleged in the Complaint and in similar acts 

and practices in violation of the Act and Regulations.

IV. PERMANENT INJUNCTION

IT IS HEREBY ORDERED THAT:

Based upon and in connection with the foregoing conduct, pursuant to Section 6c of the Act, 

7 U.S.C. § 13a-1, Defendants SR&B and Sahdeo are permanently restrained, enjoined and 

prohibited from directly or indirectly:

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a. Engaging in transactions, practices or courses of business which operate as a 

fraud or deceit upon commodity pool participants in violation of Section 

4o(1)(B), 7 U.S.C. § 6o(1)(B); 

b. With respect to Sahdeo, being associated with a CPO as a partner, officer, 

employee, consultant, or agent, or a person occupying a similar status or 

performing similar functions, in any capacity that involves the solicitation of 

funds, securities, or property for participation in a retail forex pool without 

being registered with the Commission as an AP of the CPO; and with respect 

to SR&B, with permitting such a person from becoming or remaining

associated with the CPO in any such capacity if SR&B knew or should have 

known that the person was not registered as an AP, in violation of 4k(2) of the 

Act, 7 U.S.C. § 6k(2), and Regulations 3.12 and 5.3(a)(2)(ii) 17 C.F.R. §§ 3.12 

and 5.3(a)(2)(ii) (2022);

c. Failing to operate a commodity pool as an entity cognizable as a legal entity 

separate from that of the pool operator, in violation of Regulation 4.20(a)(i), 

17 C.F.R. § 4.20(a)(l) (2022);

d. Failing to require that all funds, securities, or other property received by a CPO 

from a prospective or existing pool participant be received in the commodity 

pool’s name., in violation of Regulation 4.20(b), 17 C.F.R. § 4.20(b) (2022); 

and 

e. Failing to provide prospective pool participants with pool disclosure documents 

in the form specified in Regulations 4.24 and 4.25, 17 C.F.R. §§ 4.24, 4.25, in 

violation of Regulation 4.21; 17 C.F.R. § 4.21 (2022),

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Defendant SR&B is permanently restrained, enjoined and prohibited from engaging in retail 

forex transactions without being registered as a CPO, in violation of Sections 

2(c)(2)(C)(iii)(I)(cc) and 4m(1) of the Act, 7 U.S.C. §§ 2(c)(2)(C)(iii)(I)(cc), 6m(1), and 

Regulation 5.3(a)(2)(i), 17C.F.R. § 5.3(a)(2)(i) (2022).

Defendants SR&B and Sahdeo are also permanently restrained, enjoined and prohibited from 

directly or indirectly:

a. Trading on or subject to the rules of any registered entity (as that term is defined 

in Section 1a(40) of the Act, 7 U.S.C. § la(40)); and

b. Entering into any transactions involving “commodity interests” (as that term is 

defined in Regulation 1.3, 17 C.F.R. § 1.3 (2022), for their own personal account 

or for any account in which they have a direct or indirect interest; 

c. Having any commodity interests traded on their behalf;

d. Controlling or directing the trading for or on behalf of any other person or entity, 

whether by power of attorney or otherwise, in any account involving commodity 

interests; 

e. Soliciting, receiving or accepting any funds from any person for the purpose of 

purchasing or selling of any commodity interests;

f. Applying for registration or claiming exemption from registration with the 

Commission in any capacity, and engaging in any activity requiring registration or 

exemption from registration with the Commission, except as provided for in 

Regulation 4.14(a)(9), 17 C.F.R. § 4.14(a)(9) (2022); and/or

g. Acting as a principal (as that term is defined in Regulation 3.1(a), 17 C.F.R. 

§ 3.1(a) (2022)), agent, or any other officer or employee of any person registered, 

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exempted from registration, or required to be registered with the Commission 

except as provided for in 17 C.F.R. § 4.14(a)(9).

V. RESTITUTIONAND CIVIL MONETARY PENALTY

A. Restitution

Defendants SR&B and Sahdeo shall pay, jointly and severally, restitution in the amount of 

seven hundred and eleven thousand, eight hundred and seventy-seven dollar ($711,877)

(“Restitution Obligation”). This amount will be reduced by any disbursements to Defendants’ 

pool participants from funds frozen pursuant to the PI Order is this case. If the Restitution 

Obligation is not paid immediately in full post-judgment interest shall accrue on the unpaid 

balance beginning on the date of entry of this Consent Order and shall be determined by using 

the Treasury Bill rate prevailing on the date of entry of this Consent Order pursuant to 28 

U.S.C. § 1961.

To effect payment of the Restitution Obligation and the distribution of any restitution payments 

to Defendants’ pool participants, the Court appoints the National Futures Association (“NFA”)

as Monitor (“Monitor”). The Monitor shall receive restitution payments from Defendants and 

make distributions as set forth below. Because the Monitor is acting as an officer of this Court 

in performing these services, the NFA shall not be liable for any action or inaction arising from 

NFA’s appointment as Monitor, other than actions involving fraud.

Defendants shall make Restitution Obligation payments, and any post-judgment interest 

payments, under this Consent Order to the Monitor in the name “Defendants SR&B and 

Sahdeo Settlement/Restitution Fund” and shall send such payments by electronic funds 

transfer, or by U.S. postal money order, certified check, bank cashier’s check, or bank money 

order, to the Office of Administration, National Futures Association, 300 South Riverside 

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Plaza, Suite 1800, Chicago, Illinois 60606 under cover letter that identifies the paying 

Defendants and the name and docket number of this proceeding. Defendants shall 

simultaneously transmit copies of the cover letter and the form of payment to the Chief 

Financial Officer, Commodity Futures Trading Commission, Three Lafayette Centre, 1155 

21st Street, NW, Washington, D.C. 20581.

The Monitor shall oversee the Restitution Obligation and shall have the discretion to 

determine the manner of distribution of such funds in an equitable fashion to Defendants’ pool 

participants identified by the Commission or may defer distribution until such time as the 

Monitor deems appropriate. In the event that the amount of Restitution Obligation payments 

to the Monitor are of a de minimis nature such that the Monitor determines that the 

administrative cost of making a distribution to eligible pool participants is impractical, the 

Monitor may, in its discretion, treat such restitution payments as civil monetary penalty 

payments, which the Monitor shall forward to the Commission following the instructions for 

civil monetary penalty payments set forth in Part B below.

. Defendants shall cooperate with the Monitor as appropriate to provide such information as

the Monitor deems necessary and appropriate to identify Defendants’ pool participants to 

whom the Monitor, in its sole discretion, may determine to include in any plan for distribution 

of any Restitution Obligation payments. Defendants shall execute any documents necessary to 

release funds that they have in any repository, bank, investment or other financial institution, 

wherever located, in order to make partial or total payment toward the Restitution Obligation.

The Monitor shall provide the Commission at the beginning of each calendar year with a report 

detailing the disbursement of funds to Defendants’ pool participants during the previous year. 

The Monitor shall transmit this report under a cover letter that identifies the name and docket 

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number of this proceeding to the Chief Financial Officer, Commodity Futures Trading 

Commission, Three Lafayette Centre, 1155 21st Street, NW, Washington, D.C. 20581.

The amounts payable to each pool participant shall not limit the ability of any pool participant 

from proving that a greater amount is owed from Defendants or any other person or entity, and 

nothing herein shall be construed in any way to limit or abridge the rights of any pool 

participant that exist under state or common law.

Pursuant to Rule 71 of the Federal Rules of Civil Procedure, each pool participant of 

Defendants who suffered a loss is explicitly made an intended third-party beneficiary of this 

Consent Order and may seek to enforce obedience of this Consent Order to obtain satisfaction 

of any portion of the restitution that has not been paid by Defendants to ensure continued 

compliance with any provision of this Consent Order and to hold Defendants in contempt for 

any violations of any provision of this Consent Order.

To the extent that any funds accrue to the U.S. Treasury for satisfaction of Defendants’

Restitution Obligation, such funds shall be transferred to the Monitor for disbursement in 

accordance with the procedures set forth above.

B. Civil Monetary Penalty

Defendants shall pay, jointly and severally, a civil monetary penalty in the amount of one 

million seven hundred and fifty thousand dollars ($1,750,000) (“CMP Obligation”). The 

Defendants shall get dollar for dollar credit towards the CMP Obligation for any frozen funds 

remaining after the Restitution Obligation is satisfied, which will be applied to the CMP 

Obligation. If the CMP Obligation is not paid in full immediately, then post-judgment interest 

shall accrue on the unpaid portion of the CMP Obligation beginning on the date of entry of this 

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Consent Order and shall be determined by using the Treasury Bill rate prevailing on the date 

of entry of this Consent Order pursuant to 28 U.S.C. § 1961.

Defendants shall pay their CMP Obligation and any post-judgment interest, by electronic funds 

transfer, U.S. postal money order, certified check, bank cashier’s check, or bank money order. 

If payment is to be made other than by electronic funds transfer, then the payment shall be 

made payable to the Commodity Futures Trading Commission and sent to the address below:

MMAC/ESC/AMK326

Commodity Futures Trading Commission

6500 S. MacArthur Blvd.

HQ Room 266

Oklahoma City, OK 73169

9-amz-ar-cftc@faa.gov

If payment by electronic funds transfer is chosen, Defendants shall contact Tonia King or her 

successor at the address above to receive payment instructions and shall fully comply with those 

instructions. Defendants shall accompany payment of the CMP Obligation with a cover letter that 

identifies Defendants and the name and docket number of this proceeding. Defendants shall 

simultaneously transmit copies of the cover letter and the form of payment to the Chief Financial 

Officer, Commodity Futures Trading Commission, Three Lafayette Centre, 1155 21st Street, NW, 

Washington, D.C. 20581.

C. Provisions Related to Monetary Sanctions

Partial Satisfaction: Acceptance by the Commission or the Monitor of any partial payment of 

Defendants’ Restitution Obligation, or CMP Obligation shall not be deemed a waiver of their 

obligation to make further payments pursuant to this Consent Order, or a waiver of the 

Commission’s right to seek to compel payment of any remaining balance. 

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Asset Freeze: On September16, 2020, the court entered an asset freeze order prohibiting the 

transfer, removal, dissipation and disposal of Defendant SR&B’s assets (“Asset Freeze 

Order”). The court hereby lifts the Asset Freeze Order as to SR&B’s assets. 

D. Cooperation

86. Defendants SR&B and Sahdeo shall cooperate fully and expeditiously with the CFTC 

including the CFTC’s Division of Enforcement, and any other governmental agency in this 

action, and in any current or future Commission investigation or action related thereto. As part 

of such cooperation, Defendants SR&B and Sahdeo shall comply, to the full extent of their 

abilities, promptly and truthfully with any inquiries or requests for information including but 

not limited to, requests for production of documents and authentication of documents, shall 

provide assistance at any trial, proceeding, or investigation related to the subject matter of this 

action, including but not limited to, requests for testimony, depositions, and/or interviews.

Should the CFTC file any additional action(s) related to the subject matter of this action, 

Defendants SR&B and Sahdeo are directed to appear in the judicial district in which such 

action(s) is pending, or in a suitable judicial district agreed to by the parties, to provide 

deposition testimony and trial testimony should such testimony be necessary.

VI.MISCELLANEOUS PROVISIONS

Until such time as Defendants satisfy in full their CMP and Restitution obligations under this 

Consent Order, upon the commencement by or against Defendants of insolvency, receivership 

or bankruptcy proceedings or any other proceedings for the settlement of Defendants’ debts, 

all notices to creditors required to be furnished to the Commission under Title 11 of the United 

States Code or other applicable law with respect to such insolvency, receivership bankruptcy 

or other proceedings, shall be sent to the address below:

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Secretary of the Commission

Legal Division

Commodity Futures Trading Commission

Three Lafayette Centre

1155 21st Street N.W.

Washington, DC 20581

Notice: All notices required to be given by any provision in this Consent Order shall be sent 

certified mail, return receipt requested, as follows:

Notice to Commission: 

Robert Howell

Deputy Director, Division of Enforcement

Commodity Futures Trading Commission

77 W. Jackson Blvd., Suite 800

Chicago, IL 60604

Notice to Defendants SR&B and Sahdeo:

Henry B. Handler

William J. Berger

David K. Friedman

Weiss, Handler, & Cornwell, P.A.

2255 Glades Road, Suite 205-East

Boca Raton, FL 33431

All such notices to the Commission shall reference the name and docket number of this 

action.

Change of Address/Phone: Until such time as Defendants satisfy in full their Restitution 

Obligation and CMP Obligation as set forth in this Consent Order, Defendants shall provide 

written notice to the Commission by certified mail of any change to their telephone number 

and mailing address within ten calendar days of the change.

Entire Agreement and Amendments: This Consent Order incorporates all of the terms and 

conditions of the settlement among the parties hereto to date. Nothing shall serve to amend or 

modify this Consent Order in any respect whatsoever, unless: (a) reduced to writing; 

(b) signed by all parties hereto; and (c) approved by order of this Court.

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Invalidation: If any provision of this Consent Order or if the application of any provision or 

circumstance is held invalid, then the remainder of this Consent Order and the application of 

the provision to any other person or circumstance shall not be affected by the holding.

Waiver: The failure of any party to this Consent Order or of any pool participant at any time 

to require performance of any provision of this Consent Order shall in no manner affect the 

right of the party or pool participant at a later time to enforce the same or any other provision 

of this Consent Order. No waiver in one or more instances of the breach of any provision 

contained in this Consent Order shall be deemed to be or construed as a further or continuing 

waiver of such breach or waiver of the breach of any other provision of this Consent Order.

Continuing Jurisdiction of this Court: This Court shall retain jurisdiction of this action in order 

to implement and carry out the terms of all orders and decrees, including orders setting the 

appropriate amounts of restitution, and civil monetary penalty, that may be entered herein, to 

entertain any suitable application or motion for additional relief within the jurisdiction of the 

Court, to assure compliance with this Consent Order and for all other purposes relevant to this 

action, including any motion by Defendants SR&B and Sahdeo to modify or for relief from 

the terms of this Consent Order.

Injunctive and Equitable Relief Provisions: The injunctive and equitable relief provisions of 

this Consent Order shall be binding upon Defendants SR&B and Sahdeo, upon any person 

under their authority or control, and upon any person who receives actual notice of this Consent 

Order, by personal service, e-mail, facsimile or otherwise insofar as he or she is acting in active 

concert or participation with Defendants SR&B and Sahdeo.

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Authority: Sahdeo hereby warrants that he is the manager of SR&B, and that this Consent 

Order has been duly authorized by SR&B and he has been duly empowered to sign and submit 

this Consent Order on behalf of SR&B.

Counterparts and Facsimile Execution: This Consent Order may be executed in two or more 

counterparts, all of which shall be considered one and the same agreement and shall become 

effective when one or more counterparts have been signed by each of the parties hereto and 

delivered (by facsimile, e-mail, or otherwise) to the other party, it being understood that all 

parties need not sign the same counterpart. Any counterpart or other signature to this Consent 

Order that is delivered by any means shall be deemed for all purposes as constituting good and 

valid execution and delivery by such party of this Consent Order.

Defendants SR&B and Sahdeo understand that the terms of the Consent Order, except with 

respect to the civil monetary penalty or restitution, are enforceable through contempt 

proceedings, and that, in any such proceedings they may not challenge the validity of this 

Consent Order.

Agreements and Undertakings: Defendants SR&B and Sahdeo shall comply with all of the 

undertakings and agreements set forth in this Consent Order.

There being no just reason for delay, the Clerk of the Court is hereby ordered to enter this 

Consent Order For Permanent Injunction, Civil Monetary Penalty and Other Equitable Relief 

Against Defendants SR&B Investment Enterprises, Inc. and Surujpaul Sahdeo forthwith and 

without further notice.

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IT IS SO ORDERED on this _____day of ________________________, 2023.

_________________________________

Honorable Judge Carlos E. Mendoza

UNITED STATES DISTRICT JUDGE

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CONSENTED TO AND APPROVED BY:

 By: _/s/Elizabeth M. Streit 

Elizabeth M. Streit 

Chief Trial Attorney

Commodity Futures Trading Commission 

77 West Jackson, 

Chicago, IL 60604 

Tel. (312) 596-0700 

Fac. (312) 596-0714 

estreit@cftc.gov

 

 Date: June 21, 2023 

By: SR&B Investment Enterprises

__________________________ 

Surujpaul Sahdeo

President 

Date: __________________________ 

By: 

__________________________ 

Surujpaul Sahdeo, individually 

 

Date: __________________________ 

Approved as to form:

__________________________ 

Defense counsel

Attorney for SR&B Investment Enterprises, Inc. and Surujpal Sahdeo

 

Date: __________________________

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