SEC v. Vukota Capital Management, LLC; VCM Global Asset Management Ltd.; and Tomislav Vukota, No. 1:25-cv-02821, District of Colorado (Sept. 9, 2025) — Complaint

 
 
IN THE UNITED STATES DISTRICT COURT 
FOR THE DISTRICT OF COLORADO 
 
Civil Action No.: 25-cv-02821 
 
UNITED STATES SECURITIES 
AND EXCHANGE COMMISSION, 
 
Plaintiff, 
 
v. 
 
VUKOTA CAPITAL MANAGEMENT, LLC, 
VCM GLOBAL ASSET MANAGEMENT LTD., AND 
TOMISLAV VUKOTA,  
 
Defendants. 
 
 
COMPLAINT 
 
 
 
Plaintiff United States Securities and Exchange Commission (the “SEC”) alleges as 
follows against Defendants Tomislav “Tom” Vukota (“Vukota”), Vukota Capital Management, 
LLC (“VCM”), and VCM Global Asset Management Ltd. (“VGAM”) (collectively 
“Defendants”): 
SUMMARY 
1. Vukota and the two investment adviser entities he controlled, VCM and VGAM, 
negligently breached their fiduciary duties and made material misrepresentations to private funds 
controlled by Vukota (the “Private Funds”) and investors who purchased limited partnerships in 
those funds.  As a result of this misconduct, Vukota, VCM, and VGAM collectively received 
more than $6.9 million of ill-gotten proceeds.   
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2. The Defendants engaged in three distinct types of negligent misconduct.  First, 
from at least 2017 through May 2022, Vukota and VCM caused various Private Funds they 
advised to make short-term loans to VCM at unfavorable, below-market rates to, among other 
things, cover cash shortfalls at other Private Funds.  The Private Funds’ partnership agreements 
prohibited these loans, and neither the practice of providing such loans or the resulting conflict of 
interest was disclosed to the Private Funds’ investors.    
3. Second, during February and March 2021, Vukota and VCM drafted and sent 
misleading letters to the investors in four of the Private Funds in connection with Vukota’s 
attempt to buy the investors’ interests in these funds.  The buyout letters failed to disclose 
Vukota’s conflicts of interest in connection with the proposed transactions, and Vukota and 
VCM failed to obtain investors’ consent to those conflicts.   
4. Third, from at least 2017 through 2023, Vukota and VGAM made material 
misstatements in marketing and offering materials for the Vukota Multi-Strategy Fund 
(“VMSF”).  Those materials misleadingly claimed that the fund was audited (it was not), inflated 
the assets under management (“AUM”) ( by at least $20 million), misstated the fund’s investment 
strategy ( stating it was a public markets fund when it had significant investments in private 
assets), and misstated VGAM’s filing status as an exempt reporting adviser (stating it had filed 
as an exempt reporting adviser when it had not).  
5. As a result of the conduct described herein, Defendants violated Sections 17(a)(2) 
and 17(a)(3) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77q(a)(2) and 
77q(a)(3)]; Defendants Vukota and VCM violated Section 206(2) of the Investment Advisers Act 
of 1940 (“Advisers Act”) [15 U.S.C. § 80b-6(2)]; and Defendants Vukota and VGAM violated 
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Section 206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8 thereunder [17 
C.F.R. § 275.206(4)-8].   
6. Unless Defendants are restrained and enjoined, they will continue to violate these 
statutes and rules.  The SEC seeks permanent injunctions against each of the Defendants 
enjoining them from future violations of the above securities laws; disgorgement of Defendants’ 
ill-gotten gains from the unlawful activity set forth in this Complaint, together with prejudgment 
interest; civil penalties against Defendants pursuant to Section 20(d) of the Securities Act [15 
U.S.C. § 77t(d)] and Section 209(e) of the Advisers Act [15 U.S.C. § 80b-9(e)]; and such other 
relief that the Court may deem appropriate. 
JURISDICTION AND VENUE 
7. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), and 
22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)] and Sections 209(d), 209(e), 
and 214 of the Advisers Act [15 U.S.C. §§ 80b-9(d), 80b-9(e), and 80b-14]. 
8. Venue lies in this Court pursuant to Section 22(a) of the Securities Act [15 U.S.C. 
§ 77v(a)], Section 214 of the Advisers Act [15 U.S.C. § 80b-14], and 28 U.S.C. § 1391(b).  
Defendants conducted business in this district and VCM was, at times relevant to this Complaint, 
located in this district.  Numerous investors who invested in the Private Funds are located in this 
district, and many of the acts, practices, transactions, and courses of business alleged in this 
Complaint occurred within this district. 
9. In connection with the transactions, acts, practices, and courses of business 
described in this Complaint, Defendants, directly or indirectly, made use of the means or 
instrumentalities of interstate commerce, of the mails, or of the means or instruments of 
transportation or communication in interstate commerce. 
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10. Defendants entered into tolling agreements to toll the running of any statute of 
limitations against them from January 7, 2022 through November 7, 2025.  
DEFENDANTS  
11. Tomislav “Tom” Vukota (“Vukota”), age 52, is a former resident of Centennial, 
Colorado who has resided in Nassau, The Bahamas since 2017.  He is the founder and Chief 
Executive Officer (“CEO”) of VCM and VGAM and manages VCM’s and VGAM’s investment 
activities.  He is not registered with the Commission in any capacity. 
12. Vukota Capital Management, LLC (“VCM”) is a New York limited liability 
company with its principal place of business in Greenwood Village, Colorado.  VCM is an 
unregistered investment adviser and, from at least 2017 to the present, it offered investments in 
and advised alternative investments, including the Private Funds.  VCM was founded by and is 
100% owned by Vukota, who also serves as its CEO.    
13. VCM Global Asset Management Ltd. (“VGAM”) is a Bahamian International 
Business Company, with its principal place of business in Nassau, The Bahamas.  VGAM began 
reporting with the Commission as an exempt reporting adviser in December 2022 and reports 
that it advises two funds, including VMSF, with total combined assets of approximately $35 
million.  VGAM was founded by and is 100% owned by Vukota, who also serves as its CEO.  
RELATED ENTITY 
 
14. Vukota Multi-Strategy Fund (“VMSF”) is a non-United States feeder fund 
formed in 2013 that Vukota and VGAM advise for a 2% management fee and 20% performance 
fee.  When VGAM began reporting as an exempt reporting adviser to the Commission in 
December 2022, it listed VMSF as one of two funds it managed as an investment adviser.  
Between 2017 and 2023, the assets in VMSF varied between $4 million and $14 million.   
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FACTS  
I.        Defendants Are Investment Advisers and Owed Fiduciary Duties to Their Clients. 
A. Vukota and VCM Acted as Investment Advisers to the Private Funds. 
15. Starting in at least 2014, Vukota and VCM began offering and selling limited 
partnership interests in the Private Funds.  The Private Funds invested primarily in real estate.  
The Private Funds were structured as limited partnerships and each Private Fund had a general 
partner entity that Vukota owned and controlled.   
16. VCM advised the Private Funds regarding all investment decisions.  As VCM’s 
sole owner and control person, Vukota advised and directed all aspects of the Private Funds.  
Vukota and VCM received compensation from the Private Funds in the form of monthly 
advisory fees and performance fees.   
17. Each Private Fund that Vukota and VCM advised used a Private Placement 
Memorandum (“PPM”) to offer interests in the fund to investors.   
18. The PPMs provided, among other things, that “[t]he Partnership’s operations are 
similar to an investment company as defined under the Investment Company Act, because the 
Partnership engages in the business of purchasing securities for investment.”   
19. A Limited Partnership Agreement (“LPA”), which was provided to investors, 
governed each Private Fund.  These LPAs contemplated that each Private Fund would invest in 
securities.  For example, the LPAs noted that “[s]hort-term securities and other similar interest 
bearing assets and property owned by the Partnership shall be registered in the Partnership’s 
name or ‘street name’. . . .” 
20. Many of the Private Funds also invested in short-term loans with VCM.  The 
notes issued pursuant to the short-term loans are securities under Advisers Act Section 
202(a)(18), and Vukota and VCM provided investment advice concerning the notes.  
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21. As investment advisers, Vukota and VCM owed fiduciary duties to the Private 
Funds, including a duty to: (1) provide investment advice in the best interest of their clients, 
based on their clients’ objectives; and (2) make full and fair disclosure of all conflicts of interest 
that might incline them, consciously or unconsciously, to render advice that is not disinterested 
such that their clients can provide informed consent to the conflicts. 
B. Vukota and VGAM Acted as Investment Advisers to a Pooled Investment Vehicle, 
VMSF. 
22. VMSF is a multi-strategy fund that invests primarily in securities.   
23. VMSF qualifies as a pooled investment vehicle as defined in Rule 206(4)-8(b) of 
the Advisers Act.  VMSF’s outstanding securities are beneficially owned by fewer than 100 
persons and VMSF is not making or proposing to make a public offering. 
24. Vukota and VGAM advised VMSF, a pooled investment vehicle, regarding all 
investment decisions, including the value of securities and the advisability of investing in, 
purchasing, or selling securities.  As a result of these activities, Vukota and VGAM received 
compensation from VMSF in the form of management and performance fees.  
25. As investment advisers, Vukota and VGAM owed fiduciary duties to VMSF, 
including the fiduciary duties enumerated above in paragraph 21. 
II.       Defendants Offered and Sold Securities. 
26. Defendants offered and sold investments that are “securities” as defined in 
Section 2(a)(1) of the Securities Act and Section 202(a)(18) of the Advisers Act. 
27. Section 2(a)(1) of the Securities Act and Section 202(a)(18) of the Advisers Act 
define “security” to include, among other things, any “note,” “bond,” or “investment contract.” 
28. From at least 2014 to 2020, Vukota and VCM offered and sold limited partnership 
interests in numerous Private Funds. 
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29. From at least 2014 to 2023, Vukota and VGAM offered and sold limited 
partnership interests in VMSF.  
30. Each of these limited partnership interests in the Private Funds and VMSF is an 
investment contract.  Investors invested money into the funds, each of which is a common 
enterprise in which investor monies were pooled, with the expectation of earning profits based 
upon the efforts of the fund managers, and with profits tied to the performance of the fund 
investments. 
III. Vukota and VCM Violated Section 206(2) of the Advisers Act and Sections 17(a)(2)           
and 17(a)(3) of the Securities Act by Improperly Causing Certain Private Funds to 
Make Loans to VCM. 
 
31. Vukota and VCM managed and controlled numerous Private Funds.  Investors 
purchased limited partnership interests in the Private Funds after receiving various offering 
documents, including a PPM and LPA.  The Private Funds’ LPAs had provisions that limited 
how money in the Private Funds could be invested.  
32. From at least 2014 to 2022, Vukota and VCM operated an extensive lending 
program that they routinely used as a means of short-term financing for many of the Private 
Funds they controlled and to pay for VCM’s operations (the “Short-Term Loan Program”).  On a 
regular basis, Vukota and VCM caused loans to be made by various of the Private Funds at 
below market rates to VCM and other entities, and Vukota and VCM failed to disclose the fact 
that these loans were being made.    
33. Most of the funding for the loans in the Short-Term Loan Program came from the 
Private Funds.  These loans were sometimes made through VCM (money went from one Private 
Fund to VCM and then to another Private Fund), and at other times money was transferred 
directly from one fund to another but was still considered a loan to and from VCM.  In 2017, this 
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was documented when Vukota created a Master Loan Agreement confirming that the Private 
Funds were making loans to VCM.   
34. VCM also solicited loans from outside investors to provide an additional source 
of funding for the Short-Term Loan Program.  These lenders were compensated with varying 
interest rates.  VCM kept internal records tracking the indebtedness of the Private Funds and 
interest accruals.  
35. Vukota created the Short-Term Loan Program and, with VCM, exercised 
complete control over it.  Vukota set all material terms of the Short-Term Loan Program, 
including interest rates, duration, and payoff timing.   
36. Vukota either approved specific loans from various Private Funds or provided 
authority to the VCM Chief Financial Officer to make the loans.   
37. By 2017, Vukota and VCM had established a practice of making loans from 
Private Funds to VCM, with at least seven different Private Funds making loans to VCM.   
38. By 2022, at least 26 different Private Funds had made loans to VCM as part of the 
Short-Term Loan Program.  
39. Vukota determined the interest rates paid by the Private Funds to VCM, with the 
Private Funds paying no interest on the loans in 2017, an annual interest rate of 5% in 2018, and 
an annual interest rate of 3% between 2019-2022.   
40. Vukota caused all Private Fund loans to be repaid by May 2022. 
A. 
Vukota and VCM Failed to Disclose the Short-Term Loans, Which Were 
Prohibited by the Private Funds’ Limited Partnership Agreements.
 
41. Vukota had final approval over the PPMs and LPAs for the Private Funds 
(collectively, the “Offering Documents”) issued from 2014 through 2020.  
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42. Despite being a well-established practice by 2017, Vukota and VCM did not 
disclose the Short-Term Loan Program in the Private Funds’ Offering Documents.  
43. Moreover, Vukota and VCM made loans from Private Funds whose LPAs 
prohibited the loans for at least two reasons.  
44. First, 17 of the Private Funds that made loans to VCM via the Short-Term Loan 
Program had LPAs containing specific provisions that stated these funds were not allowed to 
take on additional debt beyond the loan used to buy the property or loan money to any other 
person or property.   
45. Second, the LPAs for all of the Private Funds that made loans to VCM pursuant to 
the Short-Term Loan Program had a provision requiring any transactions with affiliated parties 
“be on terms no less favorable to the [fund] than are generally afforded to unrelated parties in 
comparable transactions.”  Here, however, the low interest rates paid by VCM to the Private 
Funds (ranging from 0% to 5% annually) were lower than the rates VCM paid for other similar 
loans it obtained during the same period, which generally ranged from 8% to 12% annually.  If 
VCM had paid market interest rates of 8% to 12% on the loans made pursuant to the Short-Term 
Loan Program, the Private Funds that made those loans would have received additional profits 
above the low 0% to 5% interest rates paid by VCM, and Vukota and VCM would have been 
required to pay additional money for the loans. 
46. From the above negligent conduct, Vukota and VCM received approximately 
$1,297,133 of ill-gotten proceeds through receipt of loans at below-market rates. 
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B. Vukota and VCM Violated Section 206(2) of the Advisers Act by Advising the 
Private Funds to Make Improper Loans.
 
47. Vukota and VCM negligently breached their fiduciary duty to the Private Funds 
by violating specific LPA provisions that barred the short-term loans and by having numerous 
Private Funds lend money to VCM at unfavorable, below-market rates.   
48. In addition, causing the Private Funds to make the short-term loans to VCM 
created a conflict of interest that was not disclosed to the Private Funds or consented to by the 
Private Funds or their limited partners.   
49. The loans created a conflict between the Private Funds, which had an interest in 
receiving high interest on loans of their funds, and VCM, which had an interest in paying as little 
as possible to borrow money.  Moreover, Vukota, who caused the loans to occur and set the loan 
terms, also had a conflict of interest in light of his ownership of VCM. 
50. The Private Funds were managed by general partners owned by Vukota.  The 
Private Funds did not have Boards of Directors or Trustees to evaluate potential conflicts.  And 
because Vukota and VCM were conflicted, they could not give consent on behalf of the Private 
Funds to engage in the Short-Term Loan Program. 
51. In connection with the Short-Term Loan Program, Vukota and VCM were 
negligent because reasonable investment advisers would have acted consistent with their 
fiduciary duties, which required that they exercise reasonable care to comply with the provisions 
of the LPA and to provide notice regarding, and obtain consent for, conflicted transactions. 
C. Vukota and VCM Violated Sections 17(a)(2) and 17(a)(3) of the Securities A ct in 
Connection with the Improper Loans. 
52. Vukota and VCM knew that they were operating the Short-Term Loan Program, 
yet they negligently failed to disclose this practice in the Offering Documents transmitted to 
investors in the Private Funds from 2017 to 2020. 
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53. From at least 2017 through 2020, Vukota and VCM made false and misleading 
statements in the Private Fund’s Offering Documents regarding the Short-Term Loan Program. 
54. First, all the Private Fund LPAs provided that any agreements or contracts entered 
into by the general partners to the Private Funds with related persons or entities “shall be on 
terms no less favorable to the Partnership than are generally afforded to unrelated parties in 
comparable transactions.” 
55. A reasonable investor would have understood from this statement that any loans 
made by the Private Funds to VCM would be on terms no less favorable to the Private Funds 
than loans made to unrelated parties in comparable transactions. 
56. This statement in the LPAs was misleading because Vukota and VCM caused the 
Private Funds to make loans at below-markets rates to VCM, and thus the loans were made on 
less favorable terms than loans to unrelated parties in comparable transactions. 
57. Vukota and VCM should have known this statement was misleading because they 
were responsible for making the loans and should have been aware of the LPA provision 
requiring loans to be made on terms no less favorable than loans to unrelated parties in 
comparable transactions.  
58. The short-term loans were material to investors because they directly impacted 
the availability of free cash flow that could have been distributed to investors or used to improve 
the properties in which the funds invest, and also affected annual operating results because the 
loans were made at below-market interest rates.   The statement that loans “shall be on terms no 
less favorable to the Partnership than are generally afforded to unrelated parties in comparable 
transactions” was material because a reasonable investor would expect the fund to receive fair 
terms regardless of whom the loans were with. 
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59. Second, 17 Private Fund LPAs had provisions stating that the fund “will not buy 
or hold evidence of indebtedness issued by any other person (other than cash or investment grade 
securities” and that “[i]t will not acquire obligations or securities of its partners, members, 
shareholders, or Affiliates, as applicable.” 
60. A reasonable investor would have understood from this provision that the Private 
Funds would not lend money to VCM, an affiliated entity. 
61. The statement in the LPAs was misleading because Vukota and VCM caused the 
Private Funds to make loans to VCM when making such loans was not allowed under the 
applicable LPAs. 
62. Vukota and VCM should have known this statement was misleading because they 
made the loans and should have been aware of the provision barring loans to an affiliated entity.  
63. The short-term loans were material to investors because they directly impacted 
the availability of free cash flow that could have been distributed to investors or used to improve 
the properties in which the funds invest, and also affected annual operating results because the 
loans were made at below-market interest rates.  The statements that the fund “will not buy or 
hold evidence of indebtedness issued by any other person (other than cash or investment grade 
securities” and that “[i]t will not acquire obligations or securities of its partners, members, 
shareholders, or Affiliates, as applicable” were material because a reasonable investor would 
expect the fund would limit its indebtedness. 
64. Vukota and VCM obtained money or property as a result of these false statements 
from the management and performance fees paid by the Private Funds. 
65. Vukota and VCM acted negligently because a reasonable investment adviser 
would not have made false and misleading statements in the Offering Documents. 
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IV. Vukota and VCM Violated Section 206(2) of the Advisers Act by Failing to Disclose 
Conflicts of Interest Concerning Buyout Transactions Relating to Four Private 
Funds. 
 
66. In early 2021, Vukota and VCM advised at least 14 funds that each owned a 
single multifamily property.  Four of these funds owned properties in Colorado Springs, 
Colorado (the “CS Funds”).  The properties held by the CS Funds were among the best 
performing properties in VCM’s portfolio.  At that time, Vukota decided that he wanted to 
acquire the limited partnership interests in the CS Funds from the existing investors. 
67. In February and March 2021, Vukota sent letters to the limited partners in the four 
CS Funds detailing terms under which the investors could sell their partnership interests.  The 
letters were dated: (a) February 10 and 18, 2021, to the limited partners of the Villages at 
Woodmen (“Woodmen Fund”); (b) March 1, 2021, to the limited partners of the Chestnut 
Springs Apartments (“Chestnut Fund”); (c) March 2, 2021, to the limited partners of the Wind 
River Place (“Wind River Fund”); and (d) March 23, 2021, to the limited partners of the 
Residence at Austin Bluffs (“Austin Bluffs Fund”) (together, the “Buyout Letters”). 
68. The Buyout Letters, which were from the CS Funds’ general partners and signed 
by Vukota, provided information concerning the performance, operations, and value of the 
underlying properties, and each letter concluded by asking investors to return a form indicating 
whether they were interested in selling their interest.   
69. Vukota and VCM’s former Director of Asset Management drafted the Buyout 
Letters.  Each letter was approximately two-pages long and was not reviewed by legal counsel.  
Vukota directed and controlled the drafting and content of the Buyout Letters, and he emailed 
them to investors. 
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70. Other than the Buyout Letters, investors were not provided with any other 
information in connection with the buyouts. 
71. As described in more detail below, the Buyout Letters that Vukota signed were 
misleading and failed to disclose conflicts of interest. 
72. As an adviser to the CS Funds, VCM was aware that the Buyout Letters were 
misleading and did not disclose conflicts of interest, but VCM failed to take any steps to disclose 
conflicts of interest to investors. 
A. The Buyout Letters Omitted Material Information. 
73. The Buyout Letters were misleading because they negligently omitted material 
facts, failing to provide a complete picture of the CS Funds, in terms of operations and value.  
The letters did not provide complete information regarding at least four topics: (1) Vukota as the 
buyer; (2) pending refinances; (3) certain financial metrics; and (4) third-party value indicators.  
The misleading information provided to investors made it impossible for them to provide 
informed consent to the conflicted buyout transactions and resulted in investors selling their 
interest at artificially depressed prices based on incomplete information.   
1. Omission of Material Information in Three of the Four Buyout Letters 
Relating to Vukota Being the Buyer. 
74. Vukota bought the limited partnership interests purchased through the buyouts.  
However, in three of the four Buyout Letters Vukota and VCM did not disclose to investors that 
Vukota was the buyer.   
75. In the Woodmen Fund buyout letter, Vukota wrote that “the General Partner of 
the Partnership is selling the Partnership to a new investor group.”   
76. In the Chestnut Fund and Wind River Fund buyout letters, Vukota wrote: “[t]he 
General Partner plans on bringing in new investors to replace investors that wish to exit.”   
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77. These statements failed to disclose that Vukota was the buyer and instead 
indicated that “new investor[s]” would be identified by the General Partner to purchase the CS 
Funds’ investors’ interests.   
2. Omission of Material Information Relating to Refinance Transactions. 
78. In early December 2020, Vukota and VCM submitted refinance applications for 
the four properties held by the CS Funds.  The applications required substantial application fees, 
much of which were nonrefundable.   
79. Upon completion of the refinances, they offered potential material benefits for the 
funds for at least two reasons.   
80. First, each fund was expected to receive substantially more cash from the 
refinances than was needed to pay off the existing debt, resulting in net cash to the fund (totaling 
millions of dollars for each fund).  The net cash would be paid to the fund and could either be 
distributed to the limited partners per the LPAs or could be held by the fund and used for fund 
purposes, such as renovations to the properties.   
81. Second, following the refinances, monthly debt-related expenses would decrease 
significantly due to: (1) lower interest rates; (2) a five-year interest-only repayment term; and 
(3) the payoff of preferred equity for three of the properties. 
82. As alleged above, Vukota sent the Buyout Letters in February and March 2021. 
The refinances all closed within one to three weeks after the date of each letter.   
83. Notwithstanding the significance of the refinances to the CS Funds and how close 
to completion they were, the Woodmen Fund buyout letter did not mention the pending 
refinance.  Additionally, the other three Buyout Letters omitted to state that significant steps had 
been taken towards completing the refinances and that the properties would receive significant 
net cash and would have lower debt-related monthly expenses once the refinances were 
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completed, but, instead, only stated that “our plan is to pursue a value-add strategy by 
refinancing the property.”   
3. Misstatements Concerning Financial Metrics. 
84. In the Buyout Letters, Vukota made several misleading statements regarding the 
underlying properties’ financial performance, in each case reflecting performance that was 
weaker than the actual performance.   
85. In the Woodmen Fund buyout letter, Vukota wrote that the property had “negative 
funds from operations of $85,689,” when, in fact, other documents revealed that the number was 
a positive figure.  The number cited by Vukota in the letter was for a different metric, known as 
available funds from operations (“AFFO”).   
86. In the Wind River Fund buyout letter, Vukota wrote: “net operating income 
growth has slowed.”  However, net operating income at the Wind River Fund was at an all-time 
high and growth had accelerated for the most recent year-over-year period.   
87. In the Chestnut Springs Fund buyout letter, Vukota wrote “[AFFO] has been 
minimal.  This is largely due to COVID-19 and the associated evictions moratorium, which has 
caused rents to stay flat and has increased delinquency substantially.”  However, the statement 
was misleading because AFFO decreased largely due to one-time capital expenditures at the 
property that were unrelated to the pandemic. 
4. Omission of Material Value Indicators. 
88. In each of the Buyout Letters, Vukota assigned a value to the underlying CS Fund 
property and used that value as the basis for the calculations presented to investors, resulting in 
the buyout price for each limited partnership interest.   
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89. In the Buyout Letters, Vukota and VCM presented the property values to 
investors as a reasonable estimate of the value of each property, and each letter included three 
comparable sales to support the value.   
90. The property values presented by Vukota and VCM in the letters, however, were 
materially below recent broker estimates of value (“BOVs”),  appraisals of the properties,  and, for 
the Woodmen Fund, a recent letter of intent to purchase the property.   
91. At the request of Vukota and VCM, two reputable commercial real estate firms 
prepared BOVs for each of the CS Funds’ properties using the funds’ internal financial metrics 
in the months prior to the refinances, and in one case (the property underlying the Austin Bluffs 
Fund) just weeks before the refinance closed.  Each BOV resulted in materially higher prices 
than the buyout offers. 
92. In addition, lenders, in connection with the refinances, had appraisals prepared for 
the CS Funds’ properties before the Buyout Letters were sent.  These appraisals also resulted in 
materially higher prices than the buyout offers.   
93. Finally, an institutional buyer sent Vukota an unsolicited letter of intent, dated 
December 18, 2020, to purchase the Woodmen Fund’s asset for a price that significantly 
exceeded the asset value presented to investors in the buyout letter.  Vukota and VCM received 
the letter but did not respond to it and did not inform investors about the higher offer. 
94. Vukota and VCM received the BOVs, appraisal values, and the letter of intent and 
were aware of the valuations contained in them prior to sending the Buyout Letters but did not 
inform investors about these value indicators in the Buyout Letters. 
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B. Vukota and VCM Failed to Disclose Vukota’s Conflicts of Interest Relating to the 
Buyouts. 
95. The CS Funds were managed by general partners owned by Vukota.  The CS 
Funds did not have Boards of Directors or Trustees in place to evaluate potential conflicts arising 
from the buyout transactions.  Therefore, Vukota and VCM were required to disclose and obtain 
consent from the limited partners in the CS Funds for any conflicted transactions. 
96. Vukota’s role as the intended purchaser and buyer of the limited partnership 
interests of the CS Funds through the buyouts created conflicts of interest that were not disclosed 
to the CS Funds or their limited partners, nor did the funds or their limited partners provide 
consent.   
97. Vukota’s position as the buyer, which in three of the funds was undisclosed, 
created a conflict between his personal interest in completing the buyouts and his responsibility 
to act in the CS Funds’ best interests.   
98. Vukota’s interests conflicted with the interests of the CS Funds in at least three 
ways. 
99. First, Vukota had an incentive to pursue the refinances regardless of whether the 
refinances were in the best interest of the CS Funds.  Vukota had insufficient liquidity to 
purchase the CS Funds’ limited partnership interests, and he used significant portions of the 
distributed proceeds from the refinances to pay for the buyouts.  Accordingly, he could not have 
completed the buyouts without first completing the refinances.  However, the refinances carried 
significant costs to the CS Funds in the form of lender fees and costs, origination fees, and 
prepayment penalties or defeasance costs, which may have made the refinances not in the 
interest of the CS Funds. 
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19 
100. Second, Vukota had an incentive to immediately distribute the money from the 
refinances so he could use the money to pay for the buyouts when it may have been in the funds’ 
best interest to use the money for other purposes, such as making improvements at the properties.  
Notably, in the Buyout Letters, Vukota and VCM told investors that the CS Funds did not 
anticipate distributions due to plans to make capital improvements at the properties. 
101. Finally, because Vukota wanted to buy the limited partners’ interests in the CS 
Funds, he had an incentive not to sell the CS Funds’ properties prior to refinancing, because 
doing so would have prevented Vukota from completing the buyouts.  This was true even if 
selling the CS Funds’ properties would have been beneficial for the funds, both in maximizing 
value for the funds and avoiding the significant expense associated with refinancing. 
102. As discussed above, Vukota and VCM obtained BOVs and appraisals with higher 
valuations than those set forth in the Buyout Letters, and in one instance received a letter of 
intent from a prospective buyer.  These value indicators potentially suggested favorable market 
conditions for sale, yet none of this information was shared with the limited partners, and Vukota 
had a disincentive to pursue a sale prior to, or instead of, closing the refinances, so he could 
complete the buyouts before moving forward with sales.   
103. Accordingly, regardless of how Vukota intended to pay for the buyouts, Vukota’s 
role as the buyer created a conflict between his personal interest in completing the buyouts and 
the CS Funds’ interests in maximizing the value of their assets because it set Vukota on a path to 
refinance the properties,  which may not have been in the funds’ best interests. 
104. From the above course of conduct, Vukota received approximately $5,600,000 of 
ill-gotten proceeds. 
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C. Vukota and VCM Breached their Fiduciary Duties in Violation of Section 206(2) of 
the Advisers Act in Connection with the Buyout Transactions. 
105. Vukota’s role in the buyouts created a conflict of interest that was not disclosed to 
the CS Funds or their limited partners or consented to by the funds or their limited partners.   
106. Vukota had a conflict of interest with the CS Funds because he had an incentive 
to: (1) pursue the refinances for his own benefit, regardless of whether this was best for the CS 
Funds; (2) immediately distribute money from the refinances so he could use the money to pay 
for the buyouts when it may have been in the funds’ best interest to use the money for other 
purposes, such as making improvements at the properties; and (3) avoid selling the CS Funds’ 
assets until he could complete the buyouts. 
107. Because Vukota and VCM were conflicted, they could not give consent on behalf 
of the CS Funds to engage in the buyouts.   
108. Moreover, because the Buyout Letters contained materially false and misleading 
statements, alleged above, the limited partners could not, and did not, give informed consent. 
109. Vukota and VCM acted negligently because a reasonable investment adviser 
would not engage in conflicted transactions without making the required disclosure and 
obtaining informed consent. 
V. Vukota and VGAM Violated Section 206(4) of the Advisers Act and Rule 206(4)-8 
thereunder and Sections 17(a)(2) and 17(a)(3) of the Securities Act by Making False 
and Misleading Statements to Investors and Prospective Investors in VMSF.  
 
110. VMSF is a multi-strategy non-United States feeder fund formed in 2013 that 
invests primarily in securities.  Vukota and VGAM have advised VMSF from 2017 to the 
present.    
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21 
A. Vukota and VGAM P rovided F alse and Misleading Statements to Investors and 
Prospective Investors in VMSF
. 
111. Vukota and VGAM made false and misleading statements to investors and 
prospective investors in VMSF’s marketing materials from at least 2017 through 2023 
(“Marketing Decks”) and in VMSF’s PPM, dated January 1, 2022 (“2022 VMSF PPM”). 
112. First, the Marketing Decks stated that VMSF had an auditor and provided the 
specific name of the auditing firm. 
113. A reasonable investor would have understood from this statement that VMSF had 
an auditor. 
114. The statement in the Marketing Decks relating to the auditor was misleading 
because, from 2017 to 2023, VMSF had not engaged an auditor and had not been audited for 
many years.  The last audit that VMSF received was for the period ending December 31, 2014. 
115. Second, the Marketing Decks contained a chart stating that VMSF had a “Strategy 
AUM” of $35 million. 
116. A reasonable investor would have understood from this statement that VMSF had 
at least $35 million in AUM. 
117. The statement in the Marketing Decks relating to AUM was misleading because 
VMSF never had more than $14.1 million of AUM. 
118. Third, the Marketing Decks stated that the “Fund Objective” was “to construct 
public market portfolios that generate stable risk-adjusted returns while prioritizing preservation 
of capital.” 
119. A reasonable investor would have understood from this statement that VMSF 
invested its assets entirely in the public markets. 
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22 
120. The statement in the Marketing Decks relating to VMSF’s portfolio was 
misleading because private investments, including loans made to affiliated entities, comprised a 
substantial portion of the fund, ranging from 37% to 63% between 2017 and 2023. 
121. From 2017 through 2023, the Marketing Decks were revised multiple times, but 
the same false and misleading statements remained in them throughout that period.   
122. The Marketing Decks were sent to Vukota for his review and Vukota personally 
sent out the Marketing Decks on multiple occasions. 
123. Starting in January 2022, Vukota and VGAM also sent the 2022 VMSF PPM, 
which was the principal offering document for VMSF, to potential investors. 
124. The 2022 VMSF PPM stated that VGAM has “filed with the SEC as an Exempt 
Reporting Adviser.”  
125. A reasonable investor would have understood from this statement that VGAM 
had filed as an exempt reporting adviser. 
126. The January 2022 statement in the 2022 VMSF PPM that VGAM had filed as an 
exempt reporting adviser was misleading because that did not occur until nearly a year later, in 
December 2022. 
127. Vukota reviewed and approved the 2022 VMSF PPM. 
128. These statements in the Marketing Decks and PPM listed above were material 
because they are essential facts regarding VMSF and therefore would have been important to 
investors. 
129. From the above course of conduct, Vukota and VGAM received money in the 
amount of approximately $46,079 of ill-gotten proceeds through management and performance 
fees on VMSF.  
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23 
B. Vukota and VGAM Violated Sections 17(a)(2) and 17(a)(3) of the Securities Act by 
making False and Misleading Statements in VMSF’s Marketing Materials and 
PPM. 
 
130. From at least 2017 through 2023, Vukota and VGAM offered and sold limited 
partnership investments, that are securities in the form of investment contracts, in VMSF. 
131. From at least 2017 to 2023, Vukota and VGAM sent the Marketing Decks to 
investors and prospective investors that contained misleading statements concerning the fund’s 
strategy, whether it was audited, and the amount of AUM.  Also, starting January 2022, Vukota 
and VGAM sent the 2022 VMSF PPM to investors and prospective investors that contained 
misleading statements concerning VGAM’s status as an exempt reporting adviser.  
132. Vukota and VGAM were negligent because a reasonable investment adviser 
would have ensured the marketing and offering materials did not contain misleading statements 
prior to public dissemination. 
C. Vukota and VGAM Violated Section 206(4) of the Advisers Act and Rule 206(4)-8 
Thereunder by making False and Misleading Statements in VMSF’s Marketing 
Materials and PPM. 
133. VMSF is a multi-strategy fund that invests primarily in securities and it qualifies 
as a pooled investment vehicle as defined in Rule 206(4)-8(b) of the Advisers Act.  VMSF’s 
outstanding securities are beneficially owned by fewer than 100 persons and it is not making or 
proposing to make a public offering. 
134. Vukota and VGAM advised VMSF, a pooled investment vehicle, regarding all 
investment decisions, including the value of securities and the advisability of investing in, 
purchasing, or selling securities.  
135. From at least 2017 to 2023, Vukota and VGAM sent the Marketing Decks to 
investors and prospective investors that contained misleading statements concerning the fund’s 
strategy, whether it was audited, and the amount of AUM.  Also, starting January 2022, Vukota 
Case No. 1:25-cv-02821     Document 1     filed 09/09/25     USDC Colorado     pg 23 of 27

 
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and VGAM sent the 2022 VMSF PPM to investors and prospective investors that contained 
misleading statements concerning VGAM’s status as an exempt reporting adviser. 
136. Vukota and VGAM were negligent because a reasonable investment adviser 
would have ensured the marketing and offering materials did not contain misleading statements 
prior to public dissemination. 
FIRST CLAIM FOR RELIEF 
Section 206(2) of the Advisers Act 
(Against Vukota and VCM) 
 
137. The SEC realleges and incorporates by reference paragraphs 1 through 136 as 
though fully set forth herein. 
138. At all times relevant to the Complaint, Vukota and VCM acted as investment 
advisers to the Private Funds and the CS Funds. 
139. As a result of the negligent conduct alleged herein, Vukota and VCM, while 
acting as investment advisers, by the use of the mails or means or instrumentality of interstate 
commerce, directly or indirectly engaged in a transaction, practice, or course of business which 
operated as a fraud or deceit upon a client or prospective client. 
140. By virtue of the foregoing, Vukota and VCM, directly or indirectly, violated, and 
unless enjoined, will again violate Section 206(2) of the Advisers Act [15 U.S.C. § 80b-6(2)]. 
SECOND CLAIM FOR RELIEF 
Section 206(4) of the Advisers Act and Rule 206(4)-8 Thereunder 
(Against Vukota and VGAM) 
 
141. The SEC realleges and incorporates by reference paragraphs 1 through 136 as 
though fully set forth herein. 
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25 
142. At all times relevant to the Complaint, Vukota and VGAM acted as investment 
advisers to the VMSF, which is a pooled investment vehicle as defined in Rule 206(4)-8(b) of 
the Advisers Act [17 C.F.R. § 275.206(4)-8(b)]. 
143. Vukota and VGAM, while acting as investment advisers to a pooled investment 
vehicle, by use of the mails or means or instrumentality of interstate commerce, directly or 
indirectly engaged in acts, practices, or courses of business which were fraudulent, deceptive, or 
manipulative.  Vukota and VGAM directly or indirectly: (a) made untrue statements of material 
fact or omitted to state material facts necessary to make the statements made, in the light of the 
circumstances under which they were made, not misleading, to investors or prospective investors 
in a pooled investment vehicle; or (b) otherwise engaged in acts, practices, or courses of business 
that were fraudulent, deceptive, or manipulative with respect to investors or prospective investors 
in a pooled investment vehicle. 
144. By virtue of the foregoing, Vukota and VGAM directly or indirectly, violated, 
and unless enjoined, will again violate Section 206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] 
and Rule 206(4)-8 [17 C.F.R. § 275.206(4)-8] thereunder. 
THIRD CLAIM FOR RELIEF 
Sections 17(a)(2) and 17(a)(3) of the Securities Act  
(Against All Defendants) 
 
145. The SEC realleges and incorporates by reference paragraphs 1 through 136 as 
though fully set forth herein. 
146. Defendants, 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, acting at least negligently: (1) obtained money or property by means of an untrue 
statement of material fact or omission to state a material fact necessary in order to make the 
Case No. 1:25-cv-02821     Document 1     filed 09/09/25     USDC Colorado     pg 25 of 27

 
26 
statements made, in light of the circumstances under which they were made, not misleading; and 
(2) engaged in one or more actions, transactions, or courses of business which operated or would 
operate as a fraud or deceit upon the purchaser. 
147. By virtue of the foregoing, Defendants, directly or indirectly, violated and, unless 
restrained and enjoined, will again violate Sections 17(a)(2) and 17(a)(3) of the Securities Act 
[15 U.S.C. §§ 77q(a)(2) and 77q(a)(3)]. 
RELIEF SOUGHT 
WHEREFORE, the SEC respectfully requests that this Court: 
I. 
Find that Defendants committed the violations alleged in this Complaint; 
II. 
Enter an injunction, in a form consistent with Rule 65 of the Federal Rules of Civil 
Procedure, permanently restraining and enjoining Defendants from violating, directly or 
indirectly, the laws and rules they are each alleged to have violated in this Complaint;   
III. 
Order Defendants to disgorge all ill-gotten gains, together with pre-judgment interest, 
derived from the activities set forth in this Complaint; 
IV. 
Order Defendants to pay civil money penalties pursuant to Section 20(d) of the Securities 
Act [15 U.S.C. § 77t(d)], and Section 209(e) of the Advisers Act [15 U.S.C. § 80b-9(e)]; and 
V. 
Grant such other and further relief as this Court may deem just and proper. 
JURY DEMAND 
The SEC demands a trial by jury on all claims so triable. 
Case No. 1:25-cv-02821     Document 1     filed 09/09/25     USDC Colorado     pg 26 of 27

 
27 
Respectfully submitted, September 9, 2025 
 
/s Gregory A. Kasper     
Gregory A. Kasper 
Jeffrey D. Felder  
Attorneys for Plaintiff 
UNITED STATES SECURITIES AND 
EXCHANGE COMMISSION 
1961 Stout Street, 17th Floor 
Denver, Colorado 80294 
(303) 844-1000 
Email: [email protected]; [email protected] 
Case No. 1:25-cv-02821     Document 1     filed 09/09/25     USDC Colorado     pg 27 of 27

IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF COLORADO 
 

Civil Action No.: 25-cv-02821 
 
UNITED STATES SECURITIES 
AND EXCHANGE COMMISSION, 
 

Plaintiff, 
 

v. 
 
VUKOTA CAPITAL MANAGEMENT, LLC, 
VCM GLOBAL ASSET MANAGEMENT LTD., AND 
TOMISLAV VUKOTA,  
 

Defendants. 
 
 

COMPLAINT 
 

 
 

Plaintiff United States Securities and Exchange Commission (the “SEC”) alleges as 

follows against Defendants Tomislav “Tom” Vukota (“Vukota”), Vukota Capital Management, 

LLC (“VCM”), and VCM Global Asset Management Ltd. (“VGAM”) (collectively 

“Defendants”): 

SUMMARY 

1. Vukota and the two investment adviser entities he controlled, VCM and VGAM, 

negligently breached their fiduciary duties and made material misrepresentations to private funds 

controlled by Vukota (the “Private Funds”) and investors who purchased limited partnerships in 

those funds.  As a result of this misconduct, Vukota, VCM, and VGAM collectively received 

more than $6.9 million of ill-gotten proceeds.   

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2. The Defendants engaged in three distinct types of negligent misconduct.  First, 

from at least 2017 through May 2022, Vukota and VCM caused various Private Funds they 

advised to make short-term loans to VCM at unfavorable, below-market rates to, among other 

things, cover cash shortfalls at other Private Funds.  The Private Funds’ partnership agreements 

prohibited these loans, and neither the practice of providing such loans or the resulting conflict of 

interest was disclosed to the Private Funds’ investors.    

3. Second, during February and March 2021, Vukota and VCM drafted and sent 

misleading letters to the investors in four of the Private Funds in connection with Vukota’s 

attempt to buy the investors’ interests in these funds.  The buyout letters failed to disclose 

Vukota’s conflicts of interest in connection with the proposed transactions, and Vukota and 

VCM failed to obtain investors’ consent to those conflicts.   

4. Third, from at least 2017 through 2023, Vukota and VGAM made material 

misstatements in marketing and offering materials for the Vukota Multi-Strategy Fund 

(“VMSF”).  Those materials misleadingly claimed that the fund was audited (it was not), inflated 

the assets under management (“AUM”) (by at least $20 million), misstated the fund’s investment 

strategy (stating it was a public markets fund when it had significant investments in private 

assets), and misstated VGAM’s filing status as an exempt reporting adviser (stating it had filed 

as an exempt reporting adviser when it had not).  

5. As a result of the conduct described herein, Defendants violated Sections 17(a)(2) 

and 17(a)(3) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77q(a)(2) and 

77q(a)(3)]; Defendants Vukota and VCM violated Section 206(2) of the Investment Advisers Act 

of 1940 (“Advisers Act”) [15 U.S.C. § 80b-6(2)]; and Defendants Vukota and VGAM violated 

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3 

Section 206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8 thereunder [17 

C.F.R. § 275.206(4)-8].   

6. Unless Defendants are restrained and enjoined, they will continue to violate these 

statutes and rules.  The SEC seeks permanent injunctions against each of the Defendants 

enjoining them from future violations of the above securities laws; disgorgement of Defendants’ 

ill-gotten gains from the unlawful activity set forth in this Complaint, together with prejudgment 

interest; civil penalties against Defendants pursuant to Section 20(d) of the Securities Act [15 

U.S.C. § 77t(d)] and Section 209(e) of the Advisers Act [15 U.S.C. § 80b-9(e)]; and such other 

relief that the Court may deem appropriate. 

JURISDICTION AND VENUE 

7. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d), and 

22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)] and Sections 209(d), 209(e), 

and 214 of the Advisers Act [15 U.S.C. §§ 80b-9(d), 80b-9(e), and 80b-14]. 

8. Venue lies in this Court pursuant to Section 22(a) of the Securities Act [15 U.S.C. 

§ 77v(a)], Section 214 of the Advisers Act [15 U.S.C. § 80b-14], and 28 U.S.C. § 1391(b).  

Defendants conducted business in this district and VCM was, at times relevant to this Complaint, 

located in this district.  Numerous investors who invested in the Private Funds are located in this 

district, and many of the acts, practices, transactions, and courses of business alleged in this 

Complaint occurred within this district. 

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

described in this Complaint, Defendants, directly or indirectly, made use of the means or 

instrumentalities of interstate commerce, of the mails, or of the means or instruments of 

transportation or communication in interstate commerce. 

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10. Defendants entered into tolling agreements to toll the running of any statute of 

limitations against them from January 7, 2022 through November 7, 2025.  

DEFENDANTS  

11. Tomislav “Tom” Vukota (“Vukota”), age 52, is a former resident of Centennial, 

Colorado who has resided in Nassau, The Bahamas since 2017.  He is the founder and Chief 

Executive Officer (“CEO”) of VCM and VGAM and manages VCM’s and VGAM’s investment 

activities.  He is not registered with the Commission in any capacity. 

12. Vukota Capital Management, LLC (“VCM”) is a New York limited liability 

company with its principal place of business in Greenwood Village, Colorado.  VCM is an 

unregistered investment adviser and, from at least 2017 to the present, it offered investments in 

and advised alternative investments, including the Private Funds.  VCM was founded by and is 

100% owned by Vukota, who also serves as its CEO.    

13. VCM Global Asset Management Ltd. (“VGAM”) is a Bahamian International 

Business Company, with its principal place of business in Nassau, The Bahamas.  VGAM began 

reporting with the Commission as an exempt reporting adviser in December 2022 and reports 

that it advises two funds, including VMSF, with total combined assets of approximately $35 

million.  VGAM was founded by and is 100% owned by Vukota, who also serves as its CEO.  

RELATED ENTITY 
 

14. Vukota Multi-Strategy Fund (“VMSF”) is a non-United States feeder fund 

formed in 2013 that Vukota and VGAM advise for a 2% management fee and 20% performance 

fee.  When VGAM began reporting as an exempt reporting adviser to the Commission in 

December 2022, it listed VMSF as one of two funds it managed as an investment adviser.  

Between 2017 and 2023, the assets in VMSF varied between $4 million and $14 million.   

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FACTS  

I.        Defendants Are Investment Advisers and Owed Fiduciary Duties to Their Clients. 

A. Vukota and VCM Acted as Investment Advisers to the Private Funds. 

15. Starting in at least 2014, Vukota and VCM began offering and selling limited 

partnership interests in the Private Funds.  The Private Funds invested primarily in real estate.  

The Private Funds were structured as limited partnerships and each Private Fund had a general 

partner entity that Vukota owned and controlled.   

16. VCM advised the Private Funds regarding all investment decisions.  As VCM’s 

sole owner and control person, Vukota advised and directed all aspects of the Private Funds.  

Vukota and VCM received compensation from the Private Funds in the form of monthly 

advisory fees and performance fees.   

17. Each Private Fund that Vukota and VCM advised used a Private Placement 

Memorandum (“PPM”) to offer interests in the fund to investors.   

18. The PPMs provided, among other things, that “[t]he Partnership’s operations are 

similar to an investment company as defined under the Investment Company Act, because the 

Partnership engages in the business of purchasing securities for investment.”   

19. A Limited Partnership Agreement (“LPA”), which was provided to investors, 

governed each Private Fund.  These LPAs contemplated that each Private Fund would invest in 

securities.  For example, the LPAs noted that “[s]hort-term securities and other similar interest 

bearing assets and property owned by the Partnership shall be registered in the Partnership’s 

name or ‘street name’. . . .” 

20. Many of the Private Funds also invested in short-term loans with VCM.  The 

notes issued pursuant to the short-term loans are securities under Advisers Act Section 

202(a)(18), and Vukota and VCM provided investment advice concerning the notes.  

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21. As investment advisers, Vukota and VCM owed fiduciary duties to the Private 

Funds, including a duty to: (1) provide investment advice in the best interest of their clients, 

based on their clients’ objectives; and (2) make full and fair disclosure of all conflicts of interest 

that might incline them, consciously or unconsciously, to render advice that is not disinterested 

such that their clients can provide informed consent to the conflicts. 

B. Vukota and VGAM Acted as Investment Advisers to a Pooled Investment Vehicle, 
VMSF. 

22. VMSF is a multi-strategy fund that invests primarily in securities.   

23. VMSF qualifies as a pooled investment vehicle as defined in Rule 206(4)-8(b) of 

the Advisers Act.  VMSF’s outstanding securities are beneficially owned by fewer than 100 

persons and VMSF is not making or proposing to make a public offering. 

24. Vukota and VGAM advised VMSF, a pooled investment vehicle, regarding all 

investment decisions, including the value of securities and the advisability of investing in, 

purchasing, or selling securities.  As a result of these activities, Vukota and VGAM received 

compensation from VMSF in the form of management and performance fees.  

25. As investment advisers, Vukota and VGAM owed fiduciary duties to VMSF, 

including the fiduciary duties enumerated above in paragraph 21. 

II.       Defendants Offered and Sold Securities. 

26. Defendants offered and sold investments that are “securities” as defined in 

Section 2(a)(1) of the Securities Act and Section 202(a)(18) of the Advisers Act. 

27. Section 2(a)(1) of the Securities Act and Section 202(a)(18) of the Advisers Act 

define “security” to include, among other things, any “note,” “bond,” or “investment contract.” 

28. From at least 2014 to 2020, Vukota and VCM offered and sold limited partnership 

interests in numerous Private Funds. 

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29. From at least 2014 to 2023, Vukota and VGAM offered and sold limited 

partnership interests in VMSF.  

30. Each of these limited partnership interests in the Private Funds and VMSF is an 

investment contract.  Investors invested money into the funds, each of which is a common 

enterprise in which investor monies were pooled, with the expectation of earning profits based 

upon the efforts of the fund managers, and with profits tied to the performance of the fund 

investments. 

III. Vukota and VCM Violated Section 206(2) of the Advisers Act and Sections 17(a)(2)           
and 17(a)(3) of the Securities Act by Improperly Causing Certain Private Funds to 
Make Loans to VCM. 

 
31. Vukota and VCM managed and controlled numerous Private Funds.  Investors 

purchased limited partnership interests in the Private Funds after receiving various offering 

documents, including a PPM and LPA.  The Private Funds’ LPAs had provisions that limited 

how money in the Private Funds could be invested.  

32. From at least 2014 to 2022, Vukota and VCM operated an extensive lending 

program that they routinely used as a means of short-term financing for many of the Private 

Funds they controlled and to pay for VCM’s operations (the “Short-Term Loan Program”).  On a 

regular basis, Vukota and VCM caused loans to be made by various of the Private Funds at 

below market rates to VCM and other entities, and Vukota and VCM failed to disclose the fact 

that these loans were being made.    

33. Most of the funding for the loans in the Short-Term Loan Program came from the 

Private Funds.  These loans were sometimes made through VCM (money went from one Private 

Fund to VCM and then to another Private Fund), and at other times money was transferred 

directly from one fund to another but was still considered a loan to and from VCM.  In 2017, this 

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8 

was documented when Vukota created a Master Loan Agreement confirming that the Private 

Funds were making loans to VCM.   

34. VCM also solicited loans from outside investors to provide an additional source 

of funding for the Short-Term Loan Program.  These lenders were compensated with varying 

interest rates.  VCM kept internal records tracking the indebtedness of the Private Funds and 

interest accruals.  

35. Vukota created the Short-Term Loan Program and, with VCM, exercised 

complete control over it.  Vukota set all material terms of the Short-Term Loan Program, 

including interest rates, duration, and payoff timing.   

36. Vukota either approved specific loans from various Private Funds or provided 

authority to the VCM Chief Financial Officer to make the loans.   

37. By 2017, Vukota and VCM had established a practice of making loans from 

Private Funds to VCM, with at least seven different Private Funds making loans to VCM.   

38. By 2022, at least 26 different Private Funds had made loans to VCM as part of the 

Short-Term Loan Program.  

39. Vukota determined the interest rates paid by the Private Funds to VCM, with the 

Private Funds paying no interest on the loans in 2017, an annual interest rate of 5% in 2018, and 

an annual interest rate of 3% between 2019-2022.   

40. Vukota caused all Private Fund loans to be repaid by May 2022. 

A. Vukota and VCM Failed to Disclose the Short-Term Loans, Which Were 
Prohibited by the Private Funds’ Limited Partnership Agreements. 

41. Vukota had final approval over the PPMs and LPAs for the Private Funds 

(collectively, the “Offering Documents”) issued from 2014 through 2020.  

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42. Despite being a well-established practice by 2017, Vukota and VCM did not 

disclose the Short-Term Loan Program in the Private Funds’ Offering Documents.  

43. Moreover, Vukota and VCM made loans from Private Funds whose LPAs 

prohibited the loans for at least two reasons.  

44. First, 17 of the Private Funds that made loans to VCM via the Short-Term Loan 

Program had LPAs containing specific provisions that stated these funds were not allowed to 

take on additional debt beyond the loan used to buy the property or loan money to any other 

person or property.   

45. Second, the LPAs for all of the Private Funds that made loans to VCM pursuant to 

the Short-Term Loan Program had a provision requiring any transactions with affiliated parties 

“be on terms no less favorable to the [fund] than are generally afforded to unrelated parties in 

comparable transactions.”  Here, however, the low interest rates paid by VCM to the Private 

Funds (ranging from 0% to 5% annually) were lower than the rates VCM paid for other similar 

loans it obtained during the same period, which generally ranged from 8% to 12% annually.  If 

VCM had paid market interest rates of 8% to 12% on the loans made pursuant to the Short-Term 

Loan Program, the Private Funds that made those loans would have received additional profits 

above the low 0% to 5% interest rates paid by VCM, and Vukota and VCM would have been 

required to pay additional money for the loans. 

46. From the above negligent conduct, Vukota and VCM received approximately 

$1,297,133 of ill-gotten proceeds through receipt of loans at below-market rates. 

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B. Vukota and VCM Violated Section 206(2) of the Advisers Act by Advising the 
Private Funds to Make Improper Loans. 

47. Vukota and VCM negligently breached their fiduciary duty to the Private Funds 

by violating specific LPA provisions that barred the short-term loans and by having numerous 

Private Funds lend money to VCM at unfavorable, below-market rates.   

48. In addition, causing the Private Funds to make the short-term loans to VCM 

created a conflict of interest that was not disclosed to the Private Funds or consented to by the 

Private Funds or their limited partners.   

49. The loans created a conflict between the Private Funds, which had an interest in 

receiving high interest on loans of their funds, and VCM, which had an interest in paying as little 

as possible to borrow money.  Moreover, Vukota, who caused the loans to occur and set the loan 

terms, also had a conflict of interest in light of his ownership of VCM. 

50. The Private Funds were managed by general partners owned by Vukota.  The 

Private Funds did not have Boards of Directors or Trustees to evaluate potential conflicts.  And 

because Vukota and VCM were conflicted, they could not give consent on behalf of the Private 

Funds to engage in the Short-Term Loan Program. 

51. In connection with the Short-Term Loan Program, Vukota and VCM were 

negligent because reasonable investment advisers would have acted consistent with their 

fiduciary duties, which required that they exercise reasonable care to comply with the provisions 

of the LPA and to provide notice regarding, and obtain consent for, conflicted transactions. 

C. Vukota and VCM Violated Sections 17(a)(2) and 17(a)(3) of the Securities Act in 
Connection with the Improper Loans. 

52. Vukota and VCM knew that they were operating the Short-Term Loan Program, 

yet they negligently failed to disclose this practice in the Offering Documents transmitted to 

investors in the Private Funds from 2017 to 2020. 

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53. From at least 2017 through 2020, Vukota and VCM made false and misleading 

statements in the Private Fund’s Offering Documents regarding the Short-Term Loan Program. 

54. First, all the Private Fund LPAs provided that any agreements or contracts entered 

into by the general partners to the Private Funds with related persons or entities “shall be on 

terms no less favorable to the Partnership than are generally afforded to unrelated parties in 

comparable transactions.” 

55. A reasonable investor would have understood from this statement that any loans 

made by the Private Funds to VCM would be on terms no less favorable to the Private Funds 

than loans made to unrelated parties in comparable transactions. 

56. This statement in the LPAs was misleading because Vukota and VCM caused the 

Private Funds to make loans at below-markets rates to VCM, and thus the loans were made on 

less favorable terms than loans to unrelated parties in comparable transactions. 

57. Vukota and VCM should have known this statement was misleading because they 

were responsible for making the loans and should have been aware of the LPA provision 

requiring loans to be made on terms no less favorable than loans to unrelated parties in 

comparable transactions.  

58. The short-term loans were material to investors because they directly impacted 

the availability of free cash flow that could have been distributed to investors or used to improve 

the properties in which the funds invest, and also affected annual operating results because the 

loans were made at below-market interest rates.  The statement that loans “shall be on terms no 

less favorable to the Partnership than are generally afforded to unrelated parties in comparable 

transactions” was material because a reasonable investor would expect the fund to receive fair 

terms regardless of whom the loans were with. 

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59. Second, 17 Private Fund LPAs had provisions stating that the fund “will not buy 

or hold evidence of indebtedness issued by any other person (other than cash or investment grade 

securities” and that “[i]t will not acquire obligations or securities of its partners, members, 

shareholders, or Affiliates, as applicable.” 

60. A reasonable investor would have understood from this provision that the Private 

Funds would not lend money to VCM, an affiliated entity. 

61. The statement in the LPAs was misleading because Vukota and VCM caused the 

Private Funds to make loans to VCM when making such loans was not allowed under the 

applicable LPAs. 

62. Vukota and VCM should have known this statement was misleading because they 

made the loans and should have been aware of the provision barring loans to an affiliated entity.  

63. The short-term loans were material to investors because they directly impacted 

the availability of free cash flow that could have been distributed to investors or used to improve 

the properties in which the funds invest, and also affected annual operating results because the 

loans were made at below-market interest rates.  The statements that the fund “will not buy or 

hold evidence of indebtedness issued by any other person (other than cash or investment grade 

securities” and that “[i]t will not acquire obligations or securities of its partners, members, 

shareholders, or Affiliates, as applicable” were material because a reasonable investor would 

expect the fund would limit its indebtedness. 

64. Vukota and VCM obtained money or property as a result of these false statements 

from the management and performance fees paid by the Private Funds. 

65. Vukota and VCM acted negligently because a reasonable investment adviser 

would not have made false and misleading statements in the Offering Documents. 

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IV. Vukota and VCM Violated Section 206(2) of the Advisers Act by Failing to Disclose 

Conflicts of Interest Concerning Buyout Transactions Relating to Four Private 
Funds. 

 
66. In early 2021, Vukota and VCM advised at least 14 funds that each owned a 

single multifamily property.  Four of these funds owned properties in Colorado Springs, 

Colorado (the “CS Funds”).  The properties held by the CS Funds were among the best 

performing properties in VCM’s portfolio.  At that time, Vukota decided that he wanted to 

acquire the limited partnership interests in the CS Funds from the existing investors. 

67. In February and March 2021, Vukota sent letters to the limited partners in the four 

CS Funds detailing terms under which the investors could sell their partnership interests.  The 

letters were dated: (a) February 10 and 18, 2021, to the limited partners of the Villages at 

Woodmen (“Woodmen Fund”); (b) March 1, 2021, to the limited partners of the Chestnut 

Springs Apartments (“Chestnut Fund”); (c) March 2, 2021, to the limited partners of the Wind 

River Place (“Wind River Fund”); and (d) March 23, 2021, to the limited partners of the 

Residence at Austin Bluffs (“Austin Bluffs Fund”) (together, the “Buyout Letters”). 

68. The Buyout Letters, which were from the CS Funds’ general partners and signed 

by Vukota, provided information concerning the performance, operations, and value of the 

underlying properties, and each letter concluded by asking investors to return a form indicating 

whether they were interested in selling their interest.   

69. Vukota and VCM’s former Director of Asset Management drafted the Buyout 

Letters.  Each letter was approximately two-pages long and was not reviewed by legal counsel.  

Vukota directed and controlled the drafting and content of the Buyout Letters, and he emailed 

them to investors. 

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70. Other than the Buyout Letters, investors were not provided with any other 

information in connection with the buyouts. 

71. As described in more detail below, the Buyout Letters that Vukota signed were 

misleading and failed to disclose conflicts of interest. 

72. As an adviser to the CS Funds, VCM was aware that the Buyout Letters were 

misleading and did not disclose conflicts of interest, but VCM failed to take any steps to disclose 

conflicts of interest to investors. 

A. The Buyout Letters Omitted Material Information. 

73. The Buyout Letters were misleading because they negligently omitted material 

facts, failing to provide a complete picture of the CS Funds, in terms of operations and value.  

The letters did not provide complete information regarding at least four topics: (1) Vukota as the 

buyer; (2) pending refinances; (3) certain financial metrics; and (4) third-party value indicators.  

The misleading information provided to investors made it impossible for them to provide 

informed consent to the conflicted buyout transactions and resulted in investors selling their 

interest at artificially depressed prices based on incomplete information.   

1. Omission of Material Information in Three of the Four Buyout Letters 
Relating to Vukota Being the Buyer. 

74. Vukota bought the limited partnership interests purchased through the buyouts.  

However, in three of the four Buyout Letters Vukota and VCM did not disclose to investors that 

Vukota was the buyer.   

75. In the Woodmen Fund buyout letter, Vukota wrote that “the General Partner of 

the Partnership is selling the Partnership to a new investor group.”   

76. In the Chestnut Fund and Wind River Fund buyout letters, Vukota wrote: “[t]he 

General Partner plans on bringing in new investors to replace investors that wish to exit.”   

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77. These statements failed to disclose that Vukota was the buyer and instead 

indicated that “new investor[s]” would be identified by the General Partner to purchase the CS 

Funds’ investors’ interests.   

2. Omission of Material Information Relating to Refinance Transactions. 

78. In early December 2020, Vukota and VCM submitted refinance applications for 

the four properties held by the CS Funds.  The applications required substantial application fees, 

much of which were nonrefundable.   

79. Upon completion of the refinances, they offered potential material benefits for the 

funds for at least two reasons.   

80. First, each fund was expected to receive substantially more cash from the 

refinances than was needed to pay off the existing debt, resulting in net cash to the fund (totaling 

millions of dollars for each fund).  The net cash would be paid to the fund and could either be 

distributed to the limited partners per the LPAs or could be held by the fund and used for fund 

purposes, such as renovations to the properties.   

81. Second, following the refinances, monthly debt-related expenses would decrease 

significantly due to: (1) lower interest rates; (2) a five-year interest-only repayment term; and 

(3) the payoff of preferred equity for three of the properties. 

82. As alleged above, Vukota sent the Buyout Letters in February and March 2021. 

The refinances all closed within one to three weeks after the date of each letter.   

83. Notwithstanding the significance of the refinances to the CS Funds and how close 

to completion they were, the Woodmen Fund buyout letter did not mention the pending 

refinance.  Additionally, the other three Buyout Letters omitted to state that significant steps had 

been taken towards completing the refinances and that the properties would receive significant 

net cash and would have lower debt-related monthly expenses once the refinances were 

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completed, but, instead, only stated that “our plan is to pursue a value-add strategy by 

refinancing the property.”   

3. Misstatements Concerning Financial Metrics. 

84. In the Buyout Letters, Vukota made several misleading statements regarding the 

underlying properties’ financial performance, in each case reflecting performance that was 

weaker than the actual performance.   

85. In the Woodmen Fund buyout letter, Vukota wrote that the property had “negative 

funds from operations of $85,689,” when, in fact, other documents revealed that the number was 

a positive figure.  The number cited by Vukota in the letter was for a different metric, known as 

available funds from operations (“AFFO”).   

86. In the Wind River Fund buyout letter, Vukota wrote: “net operating income 

growth has slowed.”  However, net operating income at the Wind River Fund was at an all-time 

high and growth had accelerated for the most recent year-over-year period.   

87. In the Chestnut Springs Fund buyout letter, Vukota wrote “[AFFO] has been 

minimal.  This is largely due to COVID-19 and the associated evictions moratorium, which has 

caused rents to stay flat and has increased delinquency substantially.”  However, the statement 

was misleading because AFFO decreased largely due to one-time capital expenditures at the 

property that were unrelated to the pandemic. 

4. Omission of Material Value Indicators. 

88. In each of the Buyout Letters, Vukota assigned a value to the underlying CS Fund 

property and used that value as the basis for the calculations presented to investors, resulting in 

the buyout price for each limited partnership interest.   

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89. In the Buyout Letters, Vukota and VCM presented the property values to 

investors as a reasonable estimate of the value of each property, and each letter included three 

comparable sales to support the value.   

90. The property values presented by Vukota and VCM in the letters, however, were 

materially below recent broker estimates of value (“BOVs”), appraisals of the properties, and, for 

the Woodmen Fund, a recent letter of intent to purchase the property.   

91. At the request of Vukota and VCM, two reputable commercial real estate firms 

prepared BOVs for each of the CS Funds’ properties using the funds’ internal financial metrics 

in the months prior to the refinances, and in one case (the property underlying the Austin Bluffs 

Fund) just weeks before the refinance closed.  Each BOV resulted in materially higher prices 

than the buyout offers. 

92. In addition, lenders, in connection with the refinances, had appraisals prepared for 

the CS Funds’ properties before the Buyout Letters were sent.  These appraisals also resulted in 

materially higher prices than the buyout offers.   

93. Finally, an institutional buyer sent Vukota an unsolicited letter of intent, dated 

December 18, 2020, to purchase the Woodmen Fund’s asset for a price that significantly 

exceeded the asset value presented to investors in the buyout letter.  Vukota and VCM received 

the letter but did not respond to it and did not inform investors about the higher offer. 

94. Vukota and VCM received the BOVs, appraisal values, and the letter of intent and 

were aware of the valuations contained in them prior to sending the Buyout Letters but did not 

inform investors about these value indicators in the Buyout Letters. 

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B. Vukota and VCM Failed to Disclose Vukota’s Conflicts of Interest Relating to the 
Buyouts. 

95. The CS Funds were managed by general partners owned by Vukota.  The CS 

Funds did not have Boards of Directors or Trustees in place to evaluate potential conflicts arising 

from the buyout transactions.  Therefore, Vukota and VCM were required to disclose and obtain 

consent from the limited partners in the CS Funds for any conflicted transactions. 

96. Vukota’s role as the intended purchaser and buyer of the limited partnership 

interests of the CS Funds through the buyouts created conflicts of interest that were not disclosed 

to the CS Funds or their limited partners, nor did the funds or their limited partners provide 

consent.   

97. Vukota’s position as the buyer, which in three of the funds was undisclosed, 

created a conflict between his personal interest in completing the buyouts and his responsibility 

to act in the CS Funds’ best interests.   

98. Vukota’s interests conflicted with the interests of the CS Funds in at least three 

ways. 

99. First, Vukota had an incentive to pursue the refinances regardless of whether the 

refinances were in the best interest of the CS Funds.  Vukota had insufficient liquidity to 

purchase the CS Funds’ limited partnership interests, and he used significant portions of the 

distributed proceeds from the refinances to pay for the buyouts.  Accordingly, he could not have 

completed the buyouts without first completing the refinances.  However, the refinances carried 

significant costs to the CS Funds in the form of lender fees and costs, origination fees, and 

prepayment penalties or defeasance costs, which may have made the refinances not in the 

interest of the CS Funds. 

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100. Second, Vukota had an incentive to immediately distribute the money from the 

refinances so he could use the money to pay for the buyouts when it may have been in the funds’ 

best interest to use the money for other purposes, such as making improvements at the properties.  

Notably, in the Buyout Letters, Vukota and VCM told investors that the CS Funds did not 

anticipate distributions due to plans to make capital improvements at the properties. 

101. Finally, because Vukota wanted to buy the limited partners’ interests in the CS 

Funds, he had an incentive not to sell the CS Funds’ properties prior to refinancing, because 

doing so would have prevented Vukota from completing the buyouts.  This was true even if 

selling the CS Funds’ properties would have been beneficial for the funds, both in maximizing 

value for the funds and avoiding the significant expense associated with refinancing. 

102. As discussed above, Vukota and VCM obtained BOVs and appraisals with higher 

valuations than those set forth in the Buyout Letters, and in one instance received a letter of 

intent from a prospective buyer.  These value indicators potentially suggested favorable market 

conditions for sale, yet none of this information was shared with the limited partners, and Vukota 

had a disincentive to pursue a sale prior to, or instead of, closing the refinances, so he could 

complete the buyouts before moving forward with sales.   

103. Accordingly, regardless of how Vukota intended to pay for the buyouts, Vukota’s 

role as the buyer created a conflict between his personal interest in completing the buyouts and 

the CS Funds’ interests in maximizing the value of their assets because it set Vukota on a path to 

refinance the properties, which may not have been in the funds’ best interests. 

104. From the above course of conduct, Vukota received approximately $5,600,000 of 

ill-gotten proceeds. 

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C. Vukota and VCM Breached their Fiduciary Duties in Violation of Section 206(2) of 
the Advisers Act in Connection with the Buyout Transactions. 

105. Vukota’s role in the buyouts created a conflict of interest that was not disclosed to 

the CS Funds or their limited partners or consented to by the funds or their limited partners.   

106. Vukota had a conflict of interest with the CS Funds because he had an incentive 

to: (1) pursue the refinances for his own benefit, regardless of whether this was best for the CS 

Funds; (2) immediately distribute money from the refinances so he could use the money to pay 

for the buyouts when it may have been in the funds’ best interest to use the money for other 

purposes, such as making improvements at the properties; and (3) avoid selling the CS Funds’ 

assets until he could complete the buyouts. 

107. Because Vukota and VCM were conflicted, they could not give consent on behalf 

of the CS Funds to engage in the buyouts.   

108. Moreover, because the Buyout Letters contained materially false and misleading 

statements, alleged above, the limited partners could not, and did not, give informed consent. 

109. Vukota and VCM acted negligently because a reasonable investment adviser 

would not engage in conflicted transactions without making the required disclosure and 

obtaining informed consent. 

V. Vukota and VGAM Violated Section 206(4) of the Advisers Act and Rule 206(4)-8 
thereunder and Sections 17(a)(2) and 17(a)(3) of the Securities Act by Making False 
and Misleading Statements to Investors and Prospective Investors in VMSF.  

 
110. VMSF is a multi-strategy non-United States feeder fund formed in 2013 that 

invests primarily in securities.  Vukota and VGAM have advised VMSF from 2017 to the 

present.    

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A. Vukota and VGAM Provided False and Misleading Statements to Investors and 
Prospective Investors in VMSF. 

111. Vukota and VGAM made false and misleading statements to investors and 

prospective investors in VMSF’s marketing materials from at least 2017 through 2023 

(“Marketing Decks”) and in VMSF’s PPM, dated January 1, 2022 (“2022 VMSF PPM”). 

112. First, the Marketing Decks stated that VMSF had an auditor and provided the 

specific name of the auditing firm. 

113. A reasonable investor would have understood from this statement that VMSF had 

an auditor. 

114. The statement in the Marketing Decks relating to the auditor was misleading 

because, from 2017 to 2023, VMSF had not engaged an auditor and had not been audited for 

many years.  The last audit that VMSF received was for the period ending December 31, 2014. 

115. Second, the Marketing Decks contained a chart stating that VMSF had a “Strategy 

AUM” of $35 million. 

116. A reasonable investor would have understood from this statement that VMSF had 

at least $35 million in AUM. 

117. The statement in the Marketing Decks relating to AUM was misleading because 

VMSF never had more than $14.1 million of AUM. 

118. Third, the Marketing Decks stated that the “Fund Objective” was “to construct 

public market portfolios that generate stable risk-adjusted returns while prioritizing preservation 

of capital.” 

119. A reasonable investor would have understood from this statement that VMSF 

invested its assets entirely in the public markets. 

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120. The statement in the Marketing Decks relating to VMSF’s portfolio was 

misleading because private investments, including loans made to affiliated entities, comprised a 

substantial portion of the fund, ranging from 37% to 63% between 2017 and 2023. 

121. From 2017 through 2023, the Marketing Decks were revised multiple times, but 

the same false and misleading statements remained in them throughout that period.   

122. The Marketing Decks were sent to Vukota for his review and Vukota personally 

sent out the Marketing Decks on multiple occasions. 

123. Starting in January 2022, Vukota and VGAM also sent the 2022 VMSF PPM, 

which was the principal offering document for VMSF, to potential investors. 

124. The 2022 VMSF PPM stated that VGAM has “filed with the SEC as an Exempt 

Reporting Adviser.”  

125. A reasonable investor would have understood from this statement that VGAM 

had filed as an exempt reporting adviser. 

126. The January 2022 statement in the 2022 VMSF PPM that VGAM had filed as an 

exempt reporting adviser was misleading because that did not occur until nearly a year later, in 

December 2022. 

127. Vukota reviewed and approved the 2022 VMSF PPM. 

128. These statements in the Marketing Decks and PPM listed above were material 

because they are essential facts regarding VMSF and therefore would have been important to 

investors. 

129. From the above course of conduct, Vukota and VGAM received money in the 

amount of approximately $46,079 of ill-gotten proceeds through management and performance 

fees on VMSF.  

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B. Vukota and VGAM Violated Sections 17(a)(2) and 17(a)(3) of the Securities Act by 
making False and Misleading Statements in VMSF’s Marketing Materials and 
PPM. 

 
130. From at least 2017 through 2023, Vukota and VGAM offered and sold limited 

partnership investments, that are securities in the form of investment contracts, in VMSF. 

131. From at least 2017 to 2023, Vukota and VGAM sent the Marketing Decks to 

investors and prospective investors that contained misleading statements concerning the fund’s 

strategy, whether it was audited, and the amount of AUM.  Also, starting January 2022, Vukota 

and VGAM sent the 2022 VMSF PPM to investors and prospective investors that contained 

misleading statements concerning VGAM’s status as an exempt reporting adviser.  

132. Vukota and VGAM were negligent because a reasonable investment adviser 

would have ensured the marketing and offering materials did not contain misleading statements 

prior to public dissemination. 

C. Vukota and VGAM Violated Section 206(4) of the Advisers Act and Rule 206(4)-8 
Thereunder by making False and Misleading Statements in VMSF’s Marketing 
Materials and PPM. 

133. VMSF is a multi-strategy fund that invests primarily in securities and it qualifies 

as a pooled investment vehicle as defined in Rule 206(4)-8(b) of the Advisers Act.  VMSF’s 

outstanding securities are beneficially owned by fewer than 100 persons and it is not making or 

proposing to make a public offering. 

134. Vukota and VGAM advised VMSF, a pooled investment vehicle, regarding all 

investment decisions, including the value of securities and the advisability of investing in, 

purchasing, or selling securities.  

135. From at least 2017 to 2023, Vukota and VGAM sent the Marketing Decks to 

investors and prospective investors that contained misleading statements concerning the fund’s 

strategy, whether it was audited, and the amount of AUM.  Also, starting January 2022, Vukota 

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and VGAM sent the 2022 VMSF PPM to investors and prospective investors that contained 

misleading statements concerning VGAM’s status as an exempt reporting adviser. 

136. Vukota and VGAM were negligent because a reasonable investment adviser 

would have ensured the marketing and offering materials did not contain misleading statements 

prior to public dissemination. 

FIRST CLAIM FOR RELIEF 
Section 206(2) of the Advisers Act 

(Against Vukota and VCM) 
 

137. The SEC realleges and incorporates by reference paragraphs 1 through 136 as 

though fully set forth herein. 

138. At all times relevant to the Complaint, Vukota and VCM acted as investment 

advisers to the Private Funds and the CS Funds. 

139. As a result of the negligent conduct alleged herein, Vukota and VCM, while 

acting as investment advisers, by the use of the mails or means or instrumentality of interstate 

commerce, directly or indirectly engaged in a transaction, practice, or course of business which 

operated as a fraud or deceit upon a client or prospective client. 

140. By virtue of the foregoing, Vukota and VCM, directly or indirectly, violated, and 

unless enjoined, will again violate Section 206(2) of the Advisers Act [15 U.S.C. § 80b-6(2)]. 

SECOND CLAIM FOR RELIEF 
Section 206(4) of the Advisers Act and Rule 206(4)-8 Thereunder 

(Against Vukota and VGAM) 
 

141. The SEC realleges and incorporates by reference paragraphs 1 through 136 as 

though fully set forth herein. 

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142. At all times relevant to the Complaint, Vukota and VGAM acted as investment 

advisers to the VMSF, which is a pooled investment vehicle as defined in Rule 206(4)-8(b) of 

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

143. Vukota and VGAM, while acting as investment advisers to a pooled investment 

vehicle, by use of the mails or means or instrumentality of interstate commerce, directly or 

indirectly engaged in acts, practices, or courses of business which were fraudulent, deceptive, or 

manipulative.  Vukota and VGAM directly or indirectly: (a) made untrue statements of material 

fact or omitted to state material facts necessary to make the statements made, in the light of the 

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

in a pooled investment vehicle; or (b) otherwise engaged in acts, practices, or courses of business 

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

in a pooled investment vehicle. 

144. By virtue of the foregoing, Vukota and VGAM directly or indirectly, violated, 

and unless enjoined, will again violate Section 206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] 

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

THIRD CLAIM FOR RELIEF 
Sections 17(a)(2) and 17(a)(3) of the Securities Act  

(Against All Defendants) 
 

145. The SEC realleges and incorporates by reference paragraphs 1 through 136 as 

though fully set forth herein. 

146. Defendants, 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, acting at least negligently: (1) obtained money or property by means of an untrue 

statement of material fact or omission to state a material fact necessary in order to make the 

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statements made, in light of the circumstances under which they were made, not misleading; and 

(2) engaged in one or more actions, transactions, or courses of business which operated or would 

operate as a fraud or deceit upon the purchaser. 

147. By virtue of the foregoing, Defendants, directly or indirectly, violated and, unless 

restrained and enjoined, will again violate Sections 17(a)(2) and 17(a)(3) of the Securities Act 

[15 U.S.C. §§ 77q(a)(2) and 77q(a)(3)]. 

RELIEF SOUGHT 

WHEREFORE, the SEC respectfully requests that this Court: 

I. 

Find that Defendants committed the violations alleged in this Complaint; 

II. 

Enter an injunction, in a form consistent with Rule 65 of the Federal Rules of Civil 

Procedure, permanently restraining and enjoining Defendants from violating, directly or 

indirectly, the laws and rules they are each alleged to have violated in this Complaint;   

III. 

Order Defendants to disgorge all ill-gotten gains, together with pre-judgment interest, 

derived from the activities set forth in this Complaint; 

IV. 

Order Defendants to pay civil money penalties pursuant to Section 20(d) of the Securities 

Act [15 U.S.C. § 77t(d)], and Section 209(e) of the Advisers Act [15 U.S.C. § 80b-9(e)]; and 

V. 

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

JURY DEMAND 

The SEC demands a trial by jury on all claims so triable. 

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Respectfully submitted, September 9, 2025 

 
/s Gregory A. Kasper    
Gregory A. Kasper 
Jeffrey D. Felder  
Attorneys for Plaintiff 
UNITED STATES SECURITIES AND 
EXCHANGE COMMISSION 
1961 Stout Street, 17th Floor 
Denver, Colorado 80294 
(303) 844-1000 
Email: [email protected]; [email protected] 

Case No. 1:25-cv-02821     Document 1     filed 09/09/25     USDC Colorado     pg 27 of 27


	united states securities
	and exchange commission,
	Plaintiff,
	v.


	Vukota Capital Management, LLC,
	VCm Global Asset Management LTd., and
	tomislav Vukota,
	Defendants.