In re NGN CAPITAL LLC

UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
INVESTMENT ADVISERS ACT OF 1940 
Release No.  4612 / January 17, 2017 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-17783 
 
 
In the Matter of 
 
NGN CAPITAL LLC,  
 
Respondent. 
 
ORDER INSTITUTING ADMINISTRATIVE AND 
CEASE-AND-DESIST PROCEEDINGS 
PURSUANT TO SECTIONS 203(e) AND 203(k) OF 
THE INVESTMENT ADVISERS ACT OF 1940, 
MAKING FINDINGS, AND IMPOSING 
REMEDIAL SANCTIONS AND A CEASE-AND-
DESIST ORDER  
 
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate and in 
the public interest that public administrative and cease-and-desist proceedings be, and hereby are, 
instituted pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 
(“Advisers Act”) against NGN Capital LLC (“NGN Capital” or “Respondent”).  
 
II. 
 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the 
findings herein, except as to the Commission’s jurisdiction over it and the subject matter of these 
proceedings, which are admitted, Respondent consents to the entry of this Order Instituting 
Administrative and Cease-and-Desist Proceedings Pursuant to Sections 203(e) and 203(k) of the 
Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions and a 
Cease-and-Desist Order (“Order”), as set forth below.    
 
III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
                                         
1
 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 
binding on any other person or entity in this or any other proceeding. 

 2 
A. SUMMARY 
 
1. These proceedings involve violations of the Commission’s “pay-to-play” rule for 
investment advisers by Respondent NGN Capital, an investment adviser to venture capital funds 
which invest in healthcare companies.  Rule 206(4)-5, promulgated under Section 206(4) of the 
Advisers Act, is a prophylactic rule designed to address pay-to-play abuses involving campaign 
contributions made by certain investment advisers or their covered associates to government 
officials who are in a position to influence the selection of investment advisers to manage 
government client assets, including public pension fund assets.  Among other things, Rule 
206(4)-5 prohibits certain investment advisers from providing investment advisory services for 
compensation to a government client (or to an investment vehicle in which a government entity 
invests) for two years after the adviser or certain of its executives or employees (known as 
covered associates) makes a campaign contribution to certain elected officials or candidates who 
can influence the selection of certain investment advisers.    
 
2. In 2013, a covered associate of Respondent made campaign contributions to two 
candidates for elected office in New York, New York, which office had influence over selecting 
investment advisers for public pension funds in New York, New York.  Within two years of these 
contributions, Respondent provided advisory services for compensation to the public pension funds.  
By providing those advisory services for compensation, Respondent violated Section 206(4) of the 
Advisers Act and Rule 206(4)-5 thereunder. 
 
B. RESPONDENT 
 
3. NGN Capital LLC is a limited liability company located in New York, New York.  
NGN Capital is not registered with the Commission as an investment adviser.  NGN Capital reports 
to the Commission as an “exempt reporting adviser” under Section 204(a) of the Advisers Act and 
Rule 204-4 thereunder.  In its exempt reporting adviser report on Form ADV dated March 24, 2015, 
NGN Capital reported private fund assets of approximately $189.6 million.   
 
C. BACKGROUND  
 
 4. In 2008, four City of New York public pension plans invested $50 million in NGN 
BioMed Opportunity II, L.P. (the “Fund”), a venture capital fund advised by Respondent.  The 
City of New York public pension plans included the Teachers Retirement System of the City of 
New York, New York City Police Pension Fund, New York City Fire Pension Fund and New 
York City Employees’ Retirement System (the “City of New York Public Pension Plans”).  
During the relevant times, the City of New York Public Pension Plans remained invested in the 
Fund.  The Fund was a closed-end fund and investors were generally prohibited from 
withdrawing their money for the life of the fund.      
 
 
 
 

 3 
5. Between July 2013 and September 2013, a covered associate
2
 of Respondent (the 
“Covered Associate”) made three campaign contributions totaling $1,425 to a candidate for the 
office of Mayor of New York City.  In April 2013, the Covered Associate made a $500 campaign 
contribution to another candidate for Mayor of New York City.
3
   
 
6. The office of Mayor of New York City had the ability to influence the selection of 
investment advisers for the City of New York Public Pension Plans.  Specifically, the Mayor of 
New York City appoints at least one member of the boards of the City of New York Public 
Pension Plans.  The boards of the City of New York Public Pension Plans have influence over 
investments by these plans and the selection of investment advisers and pooled investment 
vehicles for the pension funds. 
 
7. During the two years after the contributions, Respondent continued to provide 
investment advisory services for compensation to the Fund.   
 
8. Advisers Act Rule 206(4)-5(a)(1) prohibits any investment adviser registered with 
the Commission, investment adviser required to be registered with the Commission, foreign 
private adviser, or exempt reporting adviser from providing investment advisory services for 
compensation to a government entity
4
 within two years after a contribution to an official
5
 of a 
government entity made by the investment adviser or any covered associate of the investment 
adviser.  Advisers Act Rule 206(4)-5 also applies to investment advisers, including exempt 
reporting advisers, to a covered investment pool in which a government entity invests or is 
solicited to invest as though the adviser were providing or seeking to provide investment 
                                         
2
  Covered associates are defined to include:  (i) any general partner, managing member or executive 
officer, or other individual with a similar status or function; (ii) any employee who solicits a government 
entity for the investment adviser and any person who supervises, directly or indirectly, such employee; and 
(iii) any political action committee controlled by the investment adviser or by any of its covered associates.  
See Rule 206(4)-5(f)(2).   
 
3
  Rule 206(4)-5 has a de minimis exception, which permits covered associates to make aggregate 
contributions without triggering the two-year time out of up to $350, per election, to an elected official or 
candidate for whom the covered associate is entitled to vote,
 
and up to $150, per election, to an elected 
official or candidate for whom the covered associate is not entitled to vote.  See Rule 206(4)-5(b)(1).  
 
4
  See Rule 206(4)-5(f)(5). 
 
5
  “Official” includes any person who, at the time of the relevant contribution, was an incumbent, 
candidate or successful candidate for elective office of a government entity if the office is directly or 
indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser by a 
government entity or has authority to appoint any person who is directly or indirectly responsible for, or can 
influence the outcome of, the hiring of an investment adviser by a government entity.  See Rule 206(4)-
5(f)(6).   
 

 4 
advisory services directly to the government entity.
6
  Advisers Act Rule 206(4)-5 does not require 
a showing of quid pro quo or actual intent to influence an elected official or candidate.    
 
9. As public pension plans, the City of New York Public Pension Plans were 
government entities as defined in Advisers Act Rule 206(4)-5(f)(5).  The contributor was a 
covered associate of Respondent as defined in Advisers Act Rule 206(4)-5(f)(2).  The candidates 
who received the contributions were officials as defined in Advisers Act Rule 206(4)-5(f)(6) of 
government entities because the office that they sought to become associated with had authority 
to influence the hiring of investment advisers by the government entities.  The Fund was a 
covered investment pool as defined in Advisers Act Rule 206(4)-5(f)(3) because it would be an 
investment company under Section 3(a) of the Investment Company Act but for the exclusion 
from the definition of investment company provided by Section 3(c)(7) of the Investment 
Company Act.    
 
10. Under Advisers Act Rule 206(4)-5, the contributions triggered a two-year “time-
out” on Respondent providing advisory services to the City of New York Public Pension Plans for 
compensation.  During the two years after the contributions, Respondent continued to provide 
advisory services for compensation to the Fund and, therefore, received advisory fees attributable to 
the investments of the City of New York Public Pension Plans in the Fund.   
 
D. VIOLATIONS 
  
 11. As a result of the conduct described above, Respondent NGN Capital willfully
7
 
violated Section 206(4) of the Advisers Act and Rule 206(4)-5 thereunder, which makes it 
unlawful for any investment adviser registered (or required to be registered) with the 
Commission, or unregistered in reliance on the exemption available under Section 203(b)(3) of 
the Advisers Act, or that is an exempt reporting adviser, to provide investment advisory services 
for compensation to a government entity within two years after a contribution to an official of the 
government entity is made by the investment adviser or any covered associate of the investment 
adviser. 
                                         
6
  See Rule 206(4)-5(c).  A “covered investment pool” is defined as (i) an investment company 
registered under the Investment Company Act of 1940 (“Investment Company Act”) that is an investment 
option of a plan or program of a government entity; or (ii) any company that would be an investment 
company under Section 3(a) of the Investment Company Act, but for the exclusion provided from that 
definition by either Section 3(c)(1), Section 3(c)(7) or Section 3(c)(11) of that Act.  See Rule 206(4)-
5(f)(3).  Rule 206(4)-5 applies to investment advisers even if the government entity was already invested in 
the covered investment pool at the time of the contribution.  
 
7
  A willful violation of the securities laws means merely “‘that the person charged with the duty 
knows what he is doing.’” Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir. 2000) (quoting Hughes v. 
SEC, 174 F.2d 969, 977 (D.C. Cir. 1949)).  There is no requirement that the actor “‘also be aware that he 
is violating one of the Rules or Acts.’” Id. (quoting Gearhart & Otis, Inc. v. SEC, 348 F.2d 798, 803 
(D.C. Cir. 1965)). 
 

 5 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions agreed to in Respondent NGN Capital’s Offer. 
 
 Accordingly, pursuant to Sections 203(e) and 203(k) of the Advisers Act, it is hereby 
ORDERED that: 
 
  A. Respondent NGN Capital shall cease and desist from committing or causing any 
violations and any future violations of Section 206(4) of the Advisers Act and Rule 206(4)-5 
thereunder.   
 
 B. Respondent NGN Capital is censured. 
 
 C. Respondent NGN Capital shall pay a civil money penalty in the amount of 
$100,000 to the Securities and Exchange Commission for transfer to the general fund of the 
United States Treasury, subject to Exchange Act Section 21F(g)(3).  Payment shall be made in 
two installments of $50,000.  Respondent NGN Capital shall pay the first installment of $50,000 
within 10 days of the entry of this Order and the second installment of $50,000 within 365 days 
of the entry of this Order.  If any payment is not made by the date the payment is required by this 
Order, the entire outstanding balance of civil penalties, plus any additional interest accrued 
pursuant to 31 U.S.C. §3717, shall be due and payable immediately, without further application.  
Payment must be made in one of the following ways: 
 
(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2)  Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3)  Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
  
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
  Oklahoma City, OK 73169 

 6 
Payments by check or money order must be accompanied by a cover letter identifying NGN 
Capital LLC as the Respondent in these proceedings, the file number of these proceedings; a 
copy of which cover letter and check or money order must be sent to LeeAnn Ghazil Gaunt, 
Chief, Public Finance Abuse Unit, Securities and Exchange Commission, Boston Regional 
Office, 33 Arch Street, 23
rd
 Floor, Boston, MA 02110. 
 
 D. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 
be treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such a 
Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting 
the Penalty Offset, notify the Commission’s counsel in this action and pay the amount of the 
Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be deemed 
an additional civil penalty and shall not be deemed to change the amount of the civil penalty 
imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” means a 
private damages action brought against Respondent by or on behalf of one or more investors 
based on substantially the same facts as alleged in the Order instituted by the Commission in this 
proceeding. 
 
 By the Commission. 
 
 
 
       Brent J. Fields  
       Secretary  

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 
 

INVESTMENT ADVISERS ACT OF 1940 

Release No.  4612 / January 17, 2017 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-17783 
 

 
In the Matter of 
 

NGN CAPITAL LLC,  
 

Respondent. 
 

ORDER INSTITUTING ADMINISTRATIVE AND 

CEASE-AND-DESIST PROCEEDINGS 

PURSUANT TO SECTIONS 203(e) AND 203(k) OF 

THE INVESTMENT ADVISERS ACT OF 1940, 

MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS AND A CEASE-AND-

DESIST ORDER  

 

I. 

 

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

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

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

(“Advisers Act”) against NGN Capital LLC (“NGN Capital” or “Respondent”).  

 

II. 

 

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

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

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the 

findings herein, except as to the Commission’s jurisdiction over it and the subject matter of these 

proceedings, which are admitted, Respondent consents to the entry of this Order Instituting 

Administrative and Cease-and-Desist Proceedings Pursuant to Sections 203(e) and 203(k) of the 

Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions and a 

Cease-and-Desist Order (“Order”), as set forth below.    

 

III. 

 

 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 

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

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



 2 

A. SUMMARY 

 

1. These proceedings involve violations of the Commission’s “pay-to-play” rule for 

investment advisers by Respondent NGN Capital, an investment adviser to venture capital funds 

which invest in healthcare companies.  Rule 206(4)-5, promulgated under Section 206(4) of the 

Advisers Act, is a prophylactic rule designed to address pay-to-play abuses involving campaign 

contributions made by certain investment advisers or their covered associates to government 

officials who are in a position to influence the selection of investment advisers to manage 

government client assets, including public pension fund assets.  Among other things, Rule 

206(4)-5 prohibits certain investment advisers from providing investment advisory services for 

compensation to a government client (or to an investment vehicle in which a government entity 

invests) for two years after the adviser or certain of its executives or employees (known as 

covered associates) makes a campaign contribution to certain elected officials or candidates who 

can influence the selection of certain investment advisers.    

 

2. In 2013, a covered associate of Respondent made campaign contributions to two 

candidates for elected office in New York, New York, which office had influence over selecting 

investment advisers for public pension funds in New York, New York.  Within two years of these 

contributions, Respondent provided advisory services for compensation to the public pension funds.  

By providing those advisory services for compensation, Respondent violated Section 206(4) of the 

Advisers Act and Rule 206(4)-5 thereunder. 

 

B. RESPONDENT 

 

3. NGN Capital LLC is a limited liability company located in New York, New York.  

NGN Capital is not registered with the Commission as an investment adviser.  NGN Capital reports 

to the Commission as an “exempt reporting adviser” under Section 204(a) of the Advisers Act and 

Rule 204-4 thereunder.  In its exempt reporting adviser report on Form ADV dated March 24, 2015, 

NGN Capital reported private fund assets of approximately $189.6 million.   

 

C. BACKGROUND  

 

 4. In 2008, four City of New York public pension plans invested $50 million in NGN 

BioMed Opportunity II, L.P. (the “Fund”), a venture capital fund advised by Respondent.  The 

City of New York public pension plans included the Teachers Retirement System of the City of 

New York, New York City Police Pension Fund, New York City Fire Pension Fund and New 

York City Employees’ Retirement System (the “City of New York Public Pension Plans”).  

During the relevant times, the City of New York Public Pension Plans remained invested in the 

Fund.  The Fund was a closed-end fund and investors were generally prohibited from 

withdrawing their money for the life of the fund.      

 

 

 

 



 3 

5. Between July 2013 and September 2013, a covered associate
2
 of Respondent (the 

“Covered Associate”) made three campaign contributions totaling $1,425 to a candidate for the 

office of Mayor of New York City.  In April 2013, the Covered Associate made a $500 campaign 

contribution to another candidate for Mayor of New York City.
3
   

 

6. The office of Mayor of New York City had the ability to influence the selection of 

investment advisers for the City of New York Public Pension Plans.  Specifically, the Mayor of 

New York City appoints at least one member of the boards of the City of New York Public 

Pension Plans.  The boards of the City of New York Public Pension Plans have influence over 

investments by these plans and the selection of investment advisers and pooled investment 

vehicles for the pension funds. 

 

7. During the two years after the contributions, Respondent continued to provide 

investment advisory services for compensation to the Fund.   

 

8. Advisers Act Rule 206(4)-5(a)(1) prohibits any investment adviser registered with 

the Commission, investment adviser required to be registered with the Commission, foreign 

private adviser, or exempt reporting adviser from providing investment advisory services for 

compensation to a government entity
4
 within two years after a contribution to an official

5
 of a 

government entity made by the investment adviser or any covered associate of the investment 

adviser.  Advisers Act Rule 206(4)-5 also applies to investment advisers, including exempt 

reporting advisers, to a covered investment pool in which a government entity invests or is 

solicited to invest as though the adviser were providing or seeking to provide investment 

                                         
2
  Covered associates are defined to include:  (i) any general partner, managing member or executive 

officer, or other individual with a similar status or function; (ii) any employee who solicits a government 

entity for the investment adviser and any person who supervises, directly or indirectly, such employee; and 

(iii) any political action committee controlled by the investment adviser or by any of its covered associates.  

See Rule 206(4)-5(f)(2).   

 
3
  Rule 206(4)-5 has a de minimis exception, which permits covered associates to make aggregate 

contributions without triggering the two-year time out of up to $350, per election, to an elected official or 

candidate for whom the covered associate is entitled to vote,
 

and up to $150, per election, to an elected 

official or candidate for whom the covered associate is not entitled to vote.  See Rule 206(4)-5(b)(1).  

 
4
  See Rule 206(4)-5(f)(5). 

 
5
  “Official” includes any person who, at the time of the relevant contribution, was an incumbent, 

candidate or successful candidate for elective office of a government entity if the office is directly or 

indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser by a 

government entity or has authority to appoint any person who is directly or indirectly responsible for, or can 

influence the outcome of, the hiring of an investment adviser by a government entity.  See Rule 206(4)-

5(f)(6).   

 



 4 

advisory services directly to the government entity.
6
  Advisers Act Rule 206(4)-5 does not require 

a showing of quid pro quo or actual intent to influence an elected official or candidate.    

 

9. As public pension plans, the City of New York Public Pension Plans were 

government entities as defined in Advisers Act Rule 206(4)-5(f)(5).  The contributor was a 

covered associate of Respondent as defined in Advisers Act Rule 206(4)-5(f)(2).  The candidates 

who received the contributions were officials as defined in Advisers Act Rule 206(4)-5(f)(6) of 

government entities because the office that they sought to become associated with had authority 

to influence the hiring of investment advisers by the government entities.  The Fund was a 

covered investment pool as defined in Advisers Act Rule 206(4)-5(f)(3) because it would be an 

investment company under Section 3(a) of the Investment Company Act but for the exclusion 

from the definition of investment company provided by Section 3(c)(7) of the Investment 

Company Act.    

 

10. Under Advisers Act Rule 206(4)-5, the contributions triggered a two-year “time-

out” on Respondent providing advisory services to the City of New York Public Pension Plans for 

compensation.  During the two years after the contributions, Respondent continued to provide 

advisory services for compensation to the Fund and, therefore, received advisory fees attributable to 

the investments of the City of New York Public Pension Plans in the Fund.   

 

D. VIOLATIONS 

  

 11. As a result of the conduct described above, Respondent NGN Capital willfully
7
 

violated Section 206(4) of the Advisers Act and Rule 206(4)-5 thereunder, which makes it 

unlawful for any investment adviser registered (or required to be registered) with the 

Commission, or unregistered in reliance on the exemption available under Section 203(b)(3) of 

the Advisers Act, or that is an exempt reporting adviser, to provide investment advisory services 

for compensation to a government entity within two years after a contribution to an official of the 

government entity is made by the investment adviser or any covered associate of the investment 

adviser. 

                                         
6
  See Rule 206(4)-5(c).  A “covered investment pool” is defined as (i) an investment company 

registered under the Investment Company Act of 1940 (“Investment Company Act”) that is an investment 

option of a plan or program of a government entity; or (ii) any company that would be an investment 

company under Section 3(a) of the Investment Company Act, but for the exclusion provided from that 

definition by either Section 3(c)(1), Section 3(c)(7) or Section 3(c)(11) of that Act.  See Rule 206(4)-

5(f)(3).  Rule 206(4)-5 applies to investment advisers even if the government entity was already invested in 

the covered investment pool at the time of the contribution.  

 
7
  A willful violation of the securities laws means merely “‘that the person charged with the duty 

knows what he is doing.’” Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir. 2000) (quoting Hughes v. 

SEC, 174 F.2d 969, 977 (D.C. Cir. 1949)).  There is no requirement that the actor “‘also be aware that he 

is violating one of the Rules or Acts.’” Id. (quoting Gearhart & Otis, Inc. v. SEC, 348 F.2d 798, 803 

(D.C. Cir. 1965)). 

 



 5 

IV. 
 

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

impose the sanctions agreed to in Respondent NGN Capital’s Offer. 
 

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

ORDERED that: 

 

  A. Respondent NGN Capital shall cease and desist from committing or causing any 

violations and any future violations of Section 206(4) of the Advisers Act and Rule 206(4)-5 

thereunder.   

 

 B. Respondent NGN Capital is censured. 

 

 C. Respondent NGN Capital shall pay a civil money penalty in the amount of 

$100,000 to the Securities and Exchange Commission for transfer to the general fund of the 

United States Treasury, subject to Exchange Act Section 21F(g)(3).  Payment shall be made in 

two installments of $50,000.  Respondent NGN Capital shall pay the first installment of $50,000 

within 10 days of the entry of this Order and the second installment of $50,000 within 365 days 

of the entry of this Order.  If any payment is not made by the date the payment is required by this 

Order, the entire outstanding balance of civil penalties, plus any additional interest accrued 

pursuant to 31 U.S.C. §3717, shall be due and payable immediately, without further application.  

Payment must be made in one of the following ways: 

 

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

will provide detailed ACH transfer/Fedwire instructions upon request;  

 

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

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

 

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

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

Commission and hand-delivered or mailed to:  
  

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

  Oklahoma City, OK 73169 



 6 

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

Capital LLC as the Respondent in these proceedings, the file number of these proceedings; a 

copy of which cover letter and check or money order must be sent to LeeAnn Ghazil Gaunt, 

Chief, Public Finance Abuse Unit, Securities and Exchange Commission, Boston Regional 

Office, 33 Arch Street, 23
rd

 Floor, Boston, MA 02110. 
 

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

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

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

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

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

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

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

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

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

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

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

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

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

proceeding. 

 

 By the Commission. 

 

 

 

       Brent J. Fields  

       Secretary