SEC v. BLUEPOINT INVESTMENT COUNSEL, LLC; MICHAEL G. HULL; CHRISTOPHER J. NOHL; CHRYSALIS FINANCIAL LLC; and GREENPOINT ASSET MANAGEMENT II LLC, No. 3:19-cv-00809, Western District of Wisconsin (Sept. 30, 2019) — Complaint

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IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF WISCONSIN
__________________________________________
       )
UNITED STATES SECURITIES     )
AND EXCHANGE COMMISSION,  )
       )
   Plaintiff,   )
       )
  v.     ) Case No.  19-cv-809
       )
BLUEPOINT INVESTMENT COUNSEL , )
LLC, MICHAEL G. HULL,   )
CHRISTOPHER J.  NOHL,    ) JURY DEMANDED
CHRYSALIS FINANCIAL LLC, and   )
GREENPOINT ASSET MANAGEMENT II  )
LLC,         )
       )
   Defendants.      )
______________________________________________________________________________

COMPLAINT
Plaintiff, the United States Securities and Exchange Commission (the “SEC”), alleges as
follows:
Introduction
1. Michael G. Hull (“Hull”) and his entity, Greenpoint Asset Management II LLC,
and Christopher J. Nohl (“Nohl”) and his entity, Chrysalis Financial LLC, perpetrated an offering
fraud.  Hull and Nohl through their entities manage Greenpoint Tactical Income Fund LLC
(“Greenpoint Tactical Income Fund” or the “Fund”).  From April 25, 2014 to June 2019, Hull,
Nohl, and their entities raised approximately $52.783 million from approximately 129 investors in
10 states.
2. Hull is also the co-owner of Bluepoint Investment Counsel, LLC (“Bluepoint”), a
now de-registered investment adviser that claimed to have as much as $145 million in assets under
management.  Bluepoint through Hull recommended that all of Bluepoint’s individual clients

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invest in the Greenpoint Tactical Income Fund and other affiliated Greenpoint Funds.  Hull made
these recommendations without regard for each individual investor’s needs and circumstances.
3. Hull, Nohl, and their entities are investment advisers to Greenpoint Tactical Income
Fund and owe fiduciary duties to the Fund including a duty of loyalty.
4. In the offering materials for Greenpoint Tactical Income Fund, Hull, Nohl, and their
entities made false and misleading statements to the investors.  Hull, Nohl, and their entities have
represented to investors that Greenpoint Tactical Income Fund is an “income” fund.  However, the
Fund’s holdings are almost entirely non-income-generating and illiquid assets.  As of June 30,
2018—the last date for which the Fund has financial statements—52% of the Fund’s purported
value is its gem and mineral collection and 46% of the Fund’s purported value is a portfolio of debt
and equity securities of private companies, primarily consisting of a now defunct and worthless
environmental remediation company (“Private Company 1”).
5. According to the Fund
, as of June 30, 2018, it had a net asset value of $135 million
based almost entirely on unrealized gains.  Indeed, 95% of the purported gains are unrealized.
These gains are largely fictitious.
6. Hull, Nohl, and their entities have misled the investors as to how they have been
operating the Fund and valuing its assets.
7. For 2014, Hull, Nohl, and their entities claim that Greenpoint Tactical Income
 Fund
had a return on investment of 65.68%.  For 2015, they claim that the Fund had a return on
investment of “just in excess of 50%.”  For 2016, they claim that the Fund had a return on
investment of 25.48%.   For the first two quarters of 2018, they claim that the Fund had a return on
investment of 16.11%.  The purported returns come from Hull and Nohl improperly inflating the
value of Private Company 1   and from the valuations of the gems and minerals that, amongst other

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things, failed to comply with the minimal valuation procedures contained in the Fund’s operating
agreements.
8. Hull, Nohl, and their entities initially valued the Fund’s interest in Private Company
1 at over $4.2 million as of December 31, 2015 and increased the value of the Fund’s interest to
over $46 million as of June 30, 2018.  Hull, Nohl, and their entities more than doubled the value
from the fourth quarter of 2017 to the first quarter of 2018 while knowing that the primary
subsidiary of Private Company 1   was in default on a line of credit secured by all of the subsidiary’s
assets and guaranteed by Private Company 1.  Private Company 1 is now defunct and worthless.
9. Hull, Nohl, and their entities used their misleading and improperly determined
valuations to charge the Fund excessive management and other fees and payments.  From April 25,
2014 through approximately the first quarter of 2019, they charged the Fund approximately $13.71
million in fees and payments.  Since 2017, Hull, Nohl, and their entities have charged the Fund
more than $5.9    million.  At the same time, many investors have been told the Fund has no liquidity
to meet investor redemption requests.  Hull, Nohl, and their entities continue to sell interests in the
Fund, the proceeds of which are largely used to pay their management fees, repay debt, and to pay
some investor redemptions.
10. Additionally, Hull, Nohl, and their entities have unlawfully enriched themselves at
the expense of investors by engaging in undisclosed self-dealing and related party transactions.
After paying management fees, Greenpoint Tactical Income Fund has frequently lacked cash to
pay its obligations and make investments including paying its funding commitments to Private
Company 1 and making installment payments on minerals the Fund purchased.  Hull and Nohl
made numerous short-term loans to the Fund.  For a number of the loans, Hull and Nohl charged
the Fund interest exceeding 100% annual percentage rate.  Hull and Nohl also caused the Fund to

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borrow money from investors in the Fund.  Hull, Nohl, and their entities did not disclose these
loans, which were related party transactions, to the Fund’s investors or auditor.
11. Moreover, Hull, Nohl, and their entities represented to the Fund’s investors and
auditor that the gem and mineral valuations were determined in an objective manner; that the
appraisers were independent; and that the gems and minerals were valued at the purchase price
during the year they were acquired.  To the contrary, Nohl repeatedly interfered in the appraisals of
the gems and minerals owned by the Fund in order to obtain and report higher values and thereby
obtain higher management fees.  Nohl’s interference includes purchasing minerals from an
appraiser contemporaneously with the appraiser appraising the Fund’s gems and minerals; leaning
on appraisers to assign higher appraised values; rejecting appraisals he deemed too low and instead
using older, higher appraised values; and cherry-picking higher appraised values.  Also, Hull and
Nohl acted in violation of the Fund’s operating agreement by not using the purchase prices as the
value of the gems and minerals during the year the Fund acquired them.
Jurisdiction And Venue
12. The SEC brings this action pursuant to Section 20(b) of the Securities Act of 1933
(“Securities Act”) [15 U.S.C. § 77t(b)], Section 21(d) of the Securities Exchange Act of 1934
(“Exchange Act”) [15 U.S.C. § 78u(d)], and Section 209(d) of the Investment Advisers Act of
1940 (“Advisers Act”) [15 U.S.C. § 80b-9(d)].  This Court has jurisdiction over this action
pursuant to Section 22(a) of the Securities Act [15 U.S.C. § 77v], Section 27(a) of the Exchange
Act [15 U.S.C. § 78aa], and Section 214(a) of the Advisers Act [15 U.S.C. § 80b-14(a)].
13. Venue is proper in the Western District of Wisconsin pursuant to Section 22(a) of
the Securities Act [15 U.S.C. § 77v], Section 27(a) of the Exchange Act [15 U.S.C. § 78aa], and
Section 214(a) of the Advisers Act [15 U.S.C. § 80b-14(a)] because Defendant Bluepoint

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Investment Counsel’s office and Defendant Greenpoint Asset Management II’s office are in this
District and the acts, practices, and courses of business constituting the violations alleged in this
Complaint have occurred within this District and elsewhere.
Defendants
14. Michael G. Hull (“Hull”) is a resident of Oconomowoc, Wisconsin.  He was a
Principal and investment adviser representative of Bluepoint Investment Counsel, LLC from
June 2012 through March 2019.  Hull, through various entities, is co-manager of Greenpoint
Tactical Income Fund, Greenpoint Global Mittelstand Fund I, and Greenpoint Fine Art Fund. He
previously held Series 3, 6, 7, 63, and 65 licenses and was a registered representative and
investment advisory representative of several firms.  He is 51 years old.
15. Christopher J. Nohl (“Nohl”) is a resident of Milwaukee, Wisconsin.  Nohl,
through Chrysalis Financial LLC, is co-manager of the Greenpoint Tactical Income Fund.  He is
44 years old.
16. Bluepoint Investment Counsel, LLC (“Bluepoint”) is a Wisconsin limited
liability company.  Bluepoint’s principal place of business is in Madison, Wisconsin.  Bluepoint
is owned by Michael Hull and his brother.  Bluepoint is controlled by Hull.  Bluepoint was
registered with the SEC as an investment adviser from June 2012 through March 2019.
Bluepoint is no longer registered with the Commission or any state as an investment adviser.  In
its most recent Form ADV, dated March 30, 2018, Bluepoint reported 162 accounts and $124.5
million in assets under management.
17. Chrysalis Financial LLC (“Chrysalis”) is a Wisconsin limited liability
company located in Milwaukee, Wisconsin.  Chrysalis is owned and controlled by Nohl.
Chrysalis is one of two Managing Members of Greenpoint Tactical Income Fund.

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18. Greenpoint Asset Management II LLC (“Greenpoint Management II”) is a
Wisconsin limited liability company.  Greenpoint Management II’s principal place of business
located in Madison, Wisconsin.  Greenpoint Management II is owned by Greenpoint Asset
Management LLC, which is owned by Hull and his brother.  Greenpoint Management II is
controlled by Hull.  Greenpoint Management II is one of two Managing Members of Greenpoint
Tactical Income Fund.
19. Hull, Nohl, Bluepoint, Chrysalis, and Greenpoint Management II  are collectively
referred to as the “Defendants.”
20. The Defendants, directly or indirectly, made use of means or instruments of
transportation or communication in interstate commerce, or of the mails, or of any facility of a
national securities exchange in connection with the acts, practices, and courses of business alleged
in this Complaint.
21. There is a reasonable likelihood that the Defendants will, unless enjoined, continue
to engage in the transactions, acts, practices, and courses of business set forth in this Complaint,
and transactions, acts, practices and courses of business of similar purport and object.
22. By engaging in the conduct alleged in this Complaint, Hull violated Sections
17(a)(1), (2), and (3) of the Securities Act [15 U.S.C. § 77q(a)(1), (2), and (3)]; Section 10(b) of
the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5(a), (b), and (c) thereunder [17 C.F.R.
240.10b-5(a), (b), and (c)]; and Sections 206(1), 206(2), and 206(4) of the Advisers Act [15 U.S.C
§§ 80b-6(1), 80b-6(2), 80b-6(4)] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8].
Pursuant to Section 209(f) of the Advisers Act [15 U.S.C. § 80b-9(f)], Hull also aided and abetted
Bluepoint’s and Greenpoint Management II’s violations of Sections 206(1) and 206(2) of the

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Advisers Act and Greenpoint Management II’s violations of Section 206(4) of the Advisers Act
and Rule 206(4)-8 thereunder.
23. By engaging in the conduct alleged in this Complaint, Nohl violated Sections
17(a)(1), (2), and (3) of the Securities Act [15 U.S.C. § 77q(a)(1), (2), and  (3)]; Section 10(b) of
the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5(a), (b), and (c) thereunder [17 C.F.R.
240.10b-5(a), (b), and (c)]; and Sections 206(1), 206(2), and 206(4) of the Advisers Act [15 U.S.C
§§ 80b-6(1), 80b-6(2), 80b-6(4)] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8].
Pursuant to Section 209(f) of the Advisers Act [15 U.S.C. § 80b-9(f)], Nohl also aided and abetted
Chrysalis’ violations of Sections 206(1), 206(2), and 206(4) of the Advisers Act and Rule 206(4)-8
thereunder.
24. By engaging in the conduct alleged in this Complaint, Bluepoint violated Sections
17(a)(1), (2), and (3) of the Securities Act [15 U.S.C. § 77q(a)(1), (2), and (3)]; Section 10(b) of
the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5(a), (b), and (c) thereunder [17 C.F.R.
240.10b-5(a), (b), and (c)], and Sections 206(1) and 206(2) of the Advisers Act [15 U.S.C §§ 80b-
6(1), 80b-6(2)].
25. By engaging in the conduct alleged in this Complaint, Chrysalis violated Sections
17(a)(1), (2), and (3) of the Securities Act [15 U.S.C. § 77q(a)(1), (2), and  (3)]; Section 10(b) of
the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5(a), (b), and (c) thereunder [17 C.F.R.
240.10b-5(a), (b), and (c)]; and Sections 206(1), 206(2), and 206(4) of the Advisers Act [15 U.S.C
§§ 80b-6(1), 80b-6(2), and 80b-6(4)] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8].
26. By engaging in the conduct alleged in this Complaint, Greenpoint Management II
violated Sections 17(a)(1), (2), and (3) of the Securities Act [15 U.S.C. § 77q(a)(1), (2), and  (3)];
Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5(a), (b), and (c) thereunder

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[17 C.F.R. 240.10b-5(a), (b), and (c)]; and Sections 206(1), 206(2), and 206(4) of the Advisers Act
[15 U.S.C §§ 80b-6(1), 80b-6(2), and 80b-6(4)] and Rule 206(4)-8 thereunder [17 C.F.R. §
275.206(4)-8].
Other Relevant Entities
27. Greenpoint Tactical Income Fund LLC (“Greenpoint Tactical Income Fund”
or the “Fund”) is a Wisconsin limited liability company with its principal place of business in
Madison, Wisconsin.  Greenpoint Tactical Income Fund is a private investment fund managed by
Greenpoint Management II , Chrysalis, Hull, and Nohl.  The Fund has a stated investment strategy
of “generating a strong, stable balance of current cash flow and capital gains.”
28. Greenpoint Global Mittelstand Fund I LLC (“Greenpoint Global Mittelstand
Fund”) is a Wisconsin limited liability company with its principal place of business in Madison,
Wisconsin.  Greenpoint Global Mittelstand Fund is managed by Hull and two other individuals.  It
has a stated investment strategy of investing in Korean companies.  As of December 31, 2016,
Greenpoint Global Mittelstand Fund claimed it had net assets of approximately $4.1 million.
29. Greenpoint Fine Art Fund LLC (“Greenpoint Fine Art Fund”) is a Wisconsin
limited liability company with its principal place of business in Madison, Wisconsin.  Greenpoint
Fine Art Fund is managed by Hull and two other individuals.  It has a stated strategy of investing in
artwork.  As of December 31, 2016, Greenpoint Fine Art Fund claimed it had net assets of
approximately $4.3 million.
30. GP Chemical LLC (“GP Chemical”) is a wholly owned subsidiary of Greenpoint
Tactical Income Fund.  It is a Wisconsin limited liability company.  GP Chemical is the entity that
holds securities issued by Private Company 1  and purchased by the Fund.
31. GP Rare Earth Trading Account LLC (“GP Rare Earth”) is a wholly owned

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subsidiary of Greenpoint Tactical Income Fund.  It is a Wisconsin limited liability company.  GP
Rare Earth is the entity that holds the gems and minerals.
32. H Informatics LLC (“H Informatics”) is owned by Hull and an investor in
Greenpoint Tactical Income Fund.  On or about January 1, 2018, the managers of the Fund retained
H Informatics to provide information to the Fund’s investors.  The Fund has paid and continues to
pay H Informatics a fee of 0.85% of the Fund’s net assets.
33. Alt Asset Portfolio Services LLC (“Alt Asset Portfolio Services”) is owned by
Hull and Nohl.  The accountant for Greenpoint Tactical Income Fund was employed by Alt Asset
Portfolio Services.
I. FACTS
A. Hull Created The Greenpoint Funds After He Was Terminated By Another
Firm

34. In June 2012, Hull co-founded Bluepoint following his termination by another
investment advisory firm.  At all relevant times, Hull has controlled and continues to control
Bluepoint.  In 2013, Hull created a series of private investment funds, including Greenpoint
Tactical Income Fund, Greenpoint Global Mittelstand Fund, and Greenpoint Fine Art Fund
(collectively, the “Greenpoint Funds”).
35. Greenpoint Tactical Income Fund is the largest of the Greenpoint Funds.
Greenpoint Tactical Income Fund’s most recent financial statements are for the quarter ended June
30, 2018.  Those financial statements have not been audited.  From its inception date of February
2, 2013 through June 30, 2018, the Fund reported gains of approximately $93 million.  Over 95%
of these reported gains were unrealized gains based on the Defendants’ improper valuations
described throughout the Complaint.
36. As of June 30, 2018, Greenpoint Tactical Income Fund reported assets with a cost

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basis of $40.1 million and a fair market value of $135.3 million.  These purported remarkable
returns were derived primarily from two sources.  The Fund reported that as of June 30, 2018, its
collection of gems and minerals was worth $68.3 million, composed of $21.9 million in original
cost and $46.4 million in unrealized gains.  The Fund also reported that its shares in Private
Company 1 were worth $46.2 million, similarly composed of $9 million in original cost and $37.2
million in unrealized gains.
37. Hull, Nohl, Chrysalis, and Greenpoint Management II have portrayed Greenpoint
Tactical Income Fund as an “income” fund.  A fact sheet distributed to the investors entitled
“Income Strategy Q4 2015” states that the Fund:
Seeks to Provide total return through a combination of current income, capital
gains, and capital appreciation.

Invests primarily in assets that produce investment return through interest
payments, trading profits, or operational cash flow.

Takes positions in operating businesses for cash flow, but also to secure the lending
opportunities related to the company.

38. Contrary to these representations, the Fund’s holdings are almost entirely non-
income-generating and illiquid assets.
39. At all relevant times, Bluepoint has been an investment adviser, and Hull has been
an investment adviser representative of Bluepoint.  As an investment adviser, Bluepoint advises
others on investing in securities in exchange for compensation.  Bluepoint through Hull
recommended to all of Bluepoint’s individual clients that they invest in the Greenpoint Funds.
Hull made these recommendations without regard for the individual investor’s needs and
circumstances.  Hull recommended to the majority of Bluepoint’s individual clients that they invest
all assets managed by Bluepoint in the Greenpoint Funds.
40. Hull and, through him, Bluepoint made verbal false and misleading representations

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to  Bluepoint’s individual clients.  Hull falsely stated that investments in Greenpoint Tactical
Income Fund (1) were safe, (2) would generate high returns, and (3) could be withdrawn as
needed.  These were material misrepresentations and omissions by Hull and Bluepoint because the
investments were not safe and the reported returns were inflated.  Furthermore, the investors’ funds
could not be withdrawn as needed.  Redemption requests by investors have been delayed or
unfulfilled, and when they are fulfilled, it is when funds are received from new investors.
41. Hull also falsely represented to Bluepoint’s clients that Greenpoint Tactical Income
Fund was actively selling minerals and often had arranged a sale of the mineral before the Fund
even committed to purchase the mineral.  Greenpoint Tactical Income Fund did not often have
sales arranged before even committing to a purchase.
42. Bluepoint and Hull had ultimate authority over the referenced representations
because Bluepoint is the investment advisory firm and Hull was the investment adviser for the
investors and signed the investment management agreements as Bluepoint’s director.
43. Hull convinced some investors to invest their entire life savings in the Greenpoint
Funds.  These investors include people on fixed incomes, older individuals, and others for whom
risky illiquid investments were not appropriate.  Hull also convinced the board of directors of a
small public library to invest in the Greenpoint Funds.
44. Hull and Bluepoint obtained money by means of the false statements and omissions
because the investors paid 1% of assets under management to Bluepoint.  Hull received a portion
of the management fees because he controls Bluepoint and co-owns it.
B. Chrysalis, Greenpoint Management II, Hull, and Nohl Are Investment
Advisers To Greenpoint Tactical Income Fund

45. Greenpoint Tactical Income Fund is managed by two managing members, namely
Chrysalis and Greenpoint Management II.  Chrysalis and Greenpoint Management II have received

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and continue to receive management fees from Greenpoint Tactical Income Fund.
46. Chrysalis is controlled and owned by Nohl.
47. Greenpoint Management II  is controlled by Hull and co-owned by Hull.
48. Hull and Nohl jointly make investment decisions for Greenpoint Tactical Income
Fund.  The investment decisions include, but are not limited to, determining whether Greenpoint
Tactical Income Fund would purchase, hold, and sell securities in the form of distressed
commercial notes and stocks and notes issued by private companies.  The Fund invested in such
securities.
49. Nohl is primarily responsible for operations of the Fund.  Hull is primarily
responsible for dealing with investors in the Fund and locating new investors for the Fund.
50. Because of their ownership of Chrysalis and Greenpoint Management II
respectively, Nohl and Hull have received and continue to receive a portion of the management
fees and incentive fees the Fund pays to Chrysalis and Greenpoint Management II  as well as of
other payments to other entities owned and controlled by Hull and Nohl.
51. As Greenpoint Tactical Income Fund’s    managing members, Chrysalis and
Greenpoint Management II are investment advisers to Greenpoint Tactical Income Fund.  As
owners of the managing member entities, Hull and Nohl are investment advisers to Greenpoint
Tactical Income Fund.
52. Hull is also an investment adviser to Greenpoint Tactical Income Fund because he
effectively controls Greenpoint Management II.
53. Nohl is also an investment adviser to Greenpoint Tactical Income Fund because he
controls Chrysalis.
54. Hull also received compensation from Greenpoint Tactical Income Fund in the

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form of a $265,000 loan from the Fund on August 22, 2013 at a favorable interest rate.  Nohl also
received compensation from Greenpoint Tactical Income Fund in the form of a purported $7,424
origination and underwriting fee on the loan from the Fund to Hull.
55. As an investment adviser to Greenpoint Tactical Income Fund, Hull owes fiduciary
duties including the duty of loyalty to the Fund.
56. As an investment adviser to Greenpoint Tactical Income Fund, Nohl owes fiduciary
duties including the duty of loyalty to the Fund.
57. Hull through Greenpoint Asset Management V, LLC is an investment adviser to
Geenpoint Global Mittelstand Fund.  Hull through Greenpoint Asset Management IV, LLC is also
an investment adviser to Greenpoint Fine Art Fund.  As an investment adviser to these funds, Hull
owes fiduciary duties including the duty of loyalty to the funds.
C. Greenpoint Tactical Income Fund Purchased Gems And Fine Minerals
58. Between mid-2013 and early 2015, Nohl committed $21.9 million from the
Greenpoint Tactical Income Fund to purchase gems and fine mineral specimens.  Thirty-eight of
the specimens were purchased for at least $100,000 each.
59. There are approximately 3,000 gems and minerals in the Fund’s collection.  Most
of the reported value of the collection comes from approximately 30 specimens.

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60. An example of a mineral in the collection is pictured below:

61. The three most expensive specimens were purchased from a dealer (“Dealer
Number 1”) for a combined price of $6.8 million.  The written contract with Dealer Number 1
dated February 18, 2015 required the following installments to be paid:
• $1,000,000 due now [February 18, 2015]
• $1,450,000 due April 15, 2015
• $1,450,000 due June 15, 2015
• $1,450,000 due August 15, 2015
• $1,450,000 due October 15, 2015.
62. Greenpoint Tactical Income Fund through GP Rare Earth failed to make the
required payments to Dealer Number 1.  After the Fund through GP Rare Earth made partial

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payments, Dealer Number 1 delivered two of the three specimens to the Fund.  After the Fund
through GP Rare Earth still had not fully paid Dealer Number 1, Dealer Number 1 threatened to
sue.  The Fund then paid most of what it owed Dealer Number 1 plus a $500,000 late fee between
December 2018 and February 2019.  The Fund did not take possession of the third piece, which is
an emerald named the “Emperor,” until February 2019 after it paid most of what it owed.  The
Fund still owes $100,000 to Dealer Number 1.
63. Nohl created a false contract with Dealer Number 1.  The false contract is the same
as the actual contract with Dealer Number 1, but has handwritten on it “time is not of the essence
and all payments are best efforts.”  The false contract also has a signature on it.  Dealer Number 1
did not sign the false contract.
64. Nohl recorded large, unrealized gains on the three specimens even though the Fund
through GP Rare Earth did not make the payments according to schedule; still has not completely
paid for them; did not have possession of two of the pieces until months after the contract date; and
did not have possession of the third specimen until February 2019.
D. The Offerings For Greenpoint Tactical Income Fund
1. The First Offering
65. The Greenpoint Tactical Income Fund had its first offering from May 17, 2013
through September 26, 2013.  The Fund reported that it raised approximately $9,250,000 through
the sale of securities to investors during that period.
2. The Second Offering And Second Confidential Investment Letter
66. Hull, Nohl, Chrysalis, and Greenpoint Management II conducted the Second
Offering for Greenpoint Tactical Income Fund from September 2013 through April 29, 2016
(“Second Offering”).  The Fund represented to prospective investors and investors that it raised

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$32,495,504.57 during the Second Offering.
67. The primary offering document for the Second Offering was entitled “Confidential
Investment Letter.”  The Confidential Investment Letter for the Second Offering (“Second
Confidential Investment Letter”) was distributed to prospective investors and investors from
September 2013 through at least April 29, 2016.
68. For the Second Offering, the Fund sold securities to investors.  The Second
Confidential Investment Letter states that the type of offering is “Class A Units at $25,000 per
Unit.”   The Second Confidential Investment Letter states the units are securities and that “the
offering is being made in reliance upon an exemption from registration under the Securities Act of
1933 . . .”  An attachment to the Second Confidential Investment Letter entitled Exhibit K-
Subscription Agreement and Signature Page states, “THE SECURITIES REPRESENTED BY
THIS INSTRUMENT . . .”
69. The Second Confidential Investment Letter for Greenpoint Tactical Income Fund
was drafted jointly by Hull and Nohl.  The Second Confidential Investment Letter was authored by
Nohl as President of Chrysalis and Hull as Managing Director of Greenpoint Management II .
70. Hull, Nohl, Chrysalis, and Greenpoint Management II manage Greenpoint Tactical
Income Fund.  Hull, Nohl, Chrysalis, and Greenpoint Management II made the statements in the
Second Confidential Investment Letter because they all had ultimate authority over the statements
including the content and made the decision to make the statements.
71. The Second Confidential Investment Letter states, “Chrysalis will be responsible
for implementation of the Company’s strategy, identifying properties and assets for purchase,
negotiating transactions, ensuring accurate reporting, cash flow management, and leverage
management.”

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72. The Second Confidential Investment Letter states that Greenpoint Management II
“will be responsible for raising capital for the Company, handling investor relations, performance
reporting, evaluating acquisitions and divestitures, managing risk and regulatory oversight.”
73. The Second Confidential Investment Letter falsely and misleadingly represents to
investors that “[f]unds will be used primarily [sic] acquisition of investments in three arenas: (1)
distressed real estate assets, specifically in the petroleum, oil markets, but may also include
multifamily and commercial markets; and (2) mining, minerals and precious stones; and (3)
intellectual property.”  As of June 30, 2018, the gem and mineral collection represented
approximately 52% of the Fund’s purported value, and a portfolio of debt and equity securities of
private companies represented approximately 46% of the Fund’s purported value.
74. The Second Confidential Investment Letter also falsely and misleadingly represents
to investors that “[t]he Company’s goal is to achieve a high level of current income through
purchases of distressed real estate notes and other assets of a distressed nature.”   To the contrary,
the Fund’s holdings have been largely composed of non-income-generating assets and illiquid
assets.
75. The Second Confidential Investment Letter falsely and misleadingly represents to
investors that “[f]urther the fund has made investments in the gem and mineral markets.  Many of
these transactions are short term in nature and provide strong cash flow as well.”  The vast majority
of the gem and mineral transactions were not short term in nature and did not provide strong cash
flow.
76. With respect to gems and minerals, the Second Confidential Investment Letter
falsely and misleadingly represents to investors that “[t]he Company is working on a number of
large acquisitions, in some cases entire collections from some of the most respected collectors in

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the world.  The company will acquire these collections at a fraction of their current value . . . The
global demand for world class specimens cannot be overstated.”  The Fund had no reasonable
expectation of acquiring, and did not acquire, large acquisitions and entire collections at a fraction
of their current value.
77. The “Greenpoint Tactical Income Fund, LLC Business Plan” (“Business Plan”) was
attached to the Second Confidential Investment Letter and distributed to potential investors and
investors.
78. The Business Plan falsely and misleadingly represents to investors “[d]emand for
the finest mineral specimens is spreading like a wild-fire throughout the world and it is imperative
to acquire these assets now before truly unique, utterly rare and beautiful things are locked up in
private collections completely where they are nearly impossible to acquire. . . . The upper or tip-top
of mineral specimens, those being represented by less than 0.0005% of total salable specimens by
quality and size, are the most sound investment as possessors get whatever price they demand for
the very best in existence and get the same without delay or negotiation.  It is truly a seller’s
market.”  The Fund had no reasonable expectation of getting, and has not gotten, “whatever price
they demand[ed]” “without delay or negotiation” in the sale of mineral specimens.
79. The Business Plan also falsely and misleadingly represents to investors that “[t]he
second stance includes an allocation of fund assets to serve as a revolving line upon which the fund
will arbitrage mid-range minerals in rapid succession.  Typical returns of ‘fast-moving’ material
(transactions within hours or days) realize returns of 10 – 30% but may, when purchased most
advantageously, yield 100 – 300% IRR within 30 days of inception for each respective instance.”
The Fund rarely, if ever, sold gems and minerals in “rapid succession,”  in “fast-moving
transactions” “within hours or days,” or for profits of 100-300% within 30 days of acquiring them.

19

80. The Business Plan additionally falsely and misleadingly represents to investors that
“[b]y far the greatest returns on midlevel specimens can be realized through sales to collectors and
dealers in China and other southeast Asian countries which currently exist in a non-contiguous
bubble from American dealers (even at the very top).  The fund will seek to rapidly build a
database of Chinese collectors and dealers to make pieces available where no other American
dealer is doing business although it is the place of highest and most rapidly increasing demand.”
The Fund never did any work to build a database of Chinese collectors and dealers.
81. The Business Plan further falsely and misleadingly represents to investors that [t]o
facilitate the trading and acquisition goals of this stance the Fund will, once cash flow supports it,
open a small sorting and clearing house operation in the Milwaukee, Wisconsin area.  Contained
within that space will be vaults for security, as well as a phone bank for deal coordination.”  The
Fund never opened a sorting and clearing house.  The Fund never opened a phone bank for deal
coordination.
82. Exhibit E – Risk Factors, which was attached to the Second Confidential
Investment Letter and distributed to potential investors, represents to potential investors that “ [t] he
Company’s financial statements have been internally prepared and audited by an external auditor
subject to oversight by the Public Company Audit Oversight Board (PCAOB).”
3. The Third Offering And Third Confidential Investment Letter
83. Hull, Nohl, Chrysalis, and Greenpoint Management II conducted the Third Offering
for Greenpoint Tactical Income Fund from May 1, 2016 through the present (“Third Offering”).
During this period, the Fund has raised approximately $21,723,038.87.  Of that amount, $4.1
million was raised from new and existing investors from July 1, 2018 to May 29, 2019.  Hull,
Nohl, Chrysalis, and Greenpoint Management II continue to raise money for Greenpoint Tactical

20

Income Fund.
84. The Confidential Investment Letter for the Third Offering has been distributed to
prospective investors and investors from at least May 1, 2016 through the present (“Third
Confidential Investment Letter”).
85. For the Third Offering, Greenpoint Tactical Income Fund sold securities to
investors.  The cover page to the Third Confidential Investment Letter states, “THE SECURITIES
OFFERED HEREBY . . .”
86. The Third Confidential Investment Letter is dated May 1, 2016.
87. The Third Confidential Investment Letter for Greenpoint Tactical Income Fund was
drafted jointly by Hull and Nohl.  The Third Confidential Investment Letter was authored by Nohl
as President of Chrysalis and Hull as Managing Director of Greenpoint Management II.
88. The cover page to The Third Confidential Investment Letter lists Nohl, President of
Chrysalis, as a Manager.  The cover page also lists Hull, Managing Director of Greenpoint
Management II, as a Manager.
89. Hull, Nohl, Chrysalis, and Greenpoint Management II manage Greenpoint Tactical
Income Fund.  Hull, Nohl, Chrysalis, and Greenpoint Management II made the statements in the
Third Confidential Investment Letter because they all had ultimate authority over the statements
including the content and made the decision to make the statements.
90. The Third Confidential Investment Letter falsely and misleadingly represents to
prospective investors and investors:
Proceeds of the Offering will be used primarily for the acquisition of investments in
the Company’s four asset categories: 1) purchasing real assets, possibly of a
distressed nature, improving and then subsequently leasing or reselling them, 2)
investing in private businesses that have either high net income or the potential for
high net income, 3) advancing and/or lending money secured by purchase orders
(known as production factoring) and/or participating in commercial lending of other

21

types of lending or debt transactions that are likely to produce net interest income,
(4) acquiring rare minerals and precious gemstones.

As of June 30, 2018, the gem and mineral collection was approximately 52% of the
Fund’s purported value, and a portfolio of debt and equity securities of private
companies, including a now-worthless position in Private Company 1, was approximately
46% of the Fund’s purported value.
91. The Third Confidential Investment Letter represents to investors that Chrysalis
is specifically tasked with locating suitable investment opportunities that will lead
to a return on investment for all Members.  Chrysalis is responsible for managing
operational risks associated with the Company’s investment activities.  Chrysalis
is also responsible for monitoring cash flow and identifying buyers for certain
assets of the Company.

92. The Third Confidential Investment Letter also represents to investors that
Greenpoint Management II “is responsible for evaluating acquisitions and divestitures, managing
risk for the Company, providing regulatory oversight and conducting performance reporting.”
93. The Third Confidential Investment Letter falsely and misleadingly represents to
prospective investors and investors “[t]he current $40MM evaluation on [Private Company 1] was
set by [Private Company 1] prior to engagement with the [Fund] and by all calculations is well
below the current value given contracts, approvals and opportunities realized by [Private Company
1] in the last 6 months.”  “Contracts, approvals and opportunities realized by [Private Company 1]
in the last 6 months” did not by all calculations show that a $40 million valuation of Private
Company 1 was well below its current value.
94. The Third Confidential Investment Letter falsely and misleadingly represents to
prospective investors and investors “the [Fund] has made investments in the precious stone and
very fine mineral markets and has amassed one of the top 5 collections of fine minerals in the
world public or private according to numerous experts.  Many of these transactions are short term

22

in nature and provide cash flow as well.”  Few of the transactions were short term in nature and
few, if any, provided significant cash flow.
95. The Third Confidential Investment Letter falsely and misleadingly represents to
prospective investors and investors that “[d]iscussions are underway to sell somewhere between
$10MM and $30MM of the collection on a 3-7 year amortized terms to the most prominent dealer
in the world who is New York City based.” The Third Confidential Investment Letter is dated May
1, 2016.  As of May 1, 2016, Greenpoint Tactical Income Fund had no reasonable expectation of
selling between $10 million to $30 million of minerals from its collection to one person.
96. The Third Confidential Investment Letter falsely and misleadingly represents to
prospective investors and investors that “[r]elationships have been developed to capitalize upon the
Company’s well-developed catalogue for conversion to an internet sales format within the near
future.”  The Fund’s collection was not converted to an internet sales format “within the near
future.”  Significant pieces were never offered for sale in an internet sales format.
97. The Third Confidential Investment Letter falsely and misleadingly represents to
prospective investors and investors that “[a]ll of the [Fund’s] portfolio companies are exhibiting
strong growth.”  As of the date of the Third Confidential Investment Letter, Private Company 1
was not exhibiting strong growth.  Private Company 1’s actual 2015 revenues were approximately
$3.98 million, and its net income was $100,000.  For the first quarter of 2016, Private Company
1’s revenue was $84,990 and losses were $995,438.  Through the second quarter of 2016, Private
Company 1’s revenue was $430,049 and losses were $1,361,719.
98. The Third Confidential Investment Letter represents to prospective investors and
investors that “[t]he Company’s financial statements have been internally prepared and audited by
an external auditor subject to oversight by the Public Company Audit Oversight Board (PCAOB).”

23

The Third Confidential Investment Letter further represents to investors “[t]he financial statements
attached hereto as Exhibit G . . . were prepared by the Managing Members.”
99. “Exhibit C – Valuation of Assets” to the Third Confidential Investment Letter has
been distributed to prospective investors and investors.  With respect to fine minerals, Exhibit C –
Valuation of Assets represents to investors “[n]o other business other than the business of
appraising may be entered with the respective appraisers.”
E. The Managers Have Charged The Fund $13.71 Million in Fees Based On
Fictitious Gains

100. Greenpoint Tactical Income Fund has paid and continues to pay Chrysalis and
Greenpoint Management II each a management fee equal to 1% of assets under management, for a
total of 2% of assets under management.  The management fees are paid quarterly based on the net
asset value determined for each respective quarter.  The net asset value includes unrealized gains.
101. As owners of Chrysalis and Greenpoint Management II, Nohl and Hull respectively
received and continue to receive a portion of these fees.
102. Greenpoint Tactical Income Fund has reimbursed and continues to reimburse
Chrysalis and Greenpoint Management II for out-of-pocket expenses.
103. The Fund also pays Chrysalis and Greenpoint Management II incentive fees of 30%
of the Fund’s profits, which are calculated on both realized and unrealized gains.
104. In addition, Bluepoint charged its individual clients a fee which was typically 1% of
assets under management.  This fee arrangement concluded at the end of 2017.  On January 1,
2018, the managers of Greenpoint Tactical Income Fund retained a new entity, H Informatics LLC,
which also uses the name H Family Office, to  purportedly provide information to the Fund’s
investors.  The Fund has paid and continues to pay H Informatics a fee of 0.85% of net assets.  H
Informatics is owned by Hull and an investor in the Fund (“Investor Number 1”).  This fee and

24

ownership of H Informatics by Hull and an investor have not been disclosed to the investors.
105. The H Informatics contract was approved by Nohl and another investor in the Fund
(“Investor Number 2”).  Investor Number 2 was designated as Greenpoint Tactical Income Fund’s
“Conflicts Committee Chair.”  Investor Number 2 is also the father of Investor Number 1.
106.   Hull and Nohl own Alt Asset Portfolio Services.  Until approximately the
beginning of March 2019 the accountant for Greenpoint Tactical Income Fund was employed by
Alt Asset Portfolio Services.  Hull and Nohl through Alt Asset Portfolio Services charged the Fund
approximately $100,000 more than the accountant received in compensation.  In 2016, 2017, and
2018, Hull and Nohl together through Alt Asset Portfolio Services pocketed the approximately
$100,000 over the accountant’s compensation that Alt Asset Portfolio Services charged the Fund.
Chrysalis, Greenpoint Management II, Hull, and Nohl did not disclose to investors that the Fund
was paying $100,000 in excess of the accountant’s salary or that Hull and Nohl pocketed the
$100,000.
107. Since the inception of the Fund, Greenpoint Tactical Income Fund has paid
approximately $14.5 million in fees and redemptions to entities controlled or owned by Hull or
Nohl, including Chrysalis, Greenpoint Management II , H Informatics, and Alt Asset Portfolio
Services.

25

108. From April 29, 2014 to approximately March 12, 2019, over $13.7 million has been
paid to entities controlled or owned by Hull or Nohl, including Chrysalis, Greenpoint Management
II, Bluepoint, H Informatics, and Alt Asset Portfolio Services.  A table of the fees is below:
ENTITY FEES AND
PAYMENTS
Chrysalis Financial $5,455,027

Greenpoint Asset Management II

$5,898,747

Bluepoint Investment Counsel

$1,772,155

Alt Asset Portfolio Services

$384,977

H Family Office & H Informatics

$199,171

109. Almost all of the money Greenpoint Tactical Income Fund paid to Hull, Nohl,
Chrysalis, Greenpoint Management II, and H Informatics came from funds invested by investors
because less than 5% of the Fund’s returns were realized gains providing cash income for the
Fund.
110. Greenpoint Tactical Income Fund has two classes of shares.  All investors are
issued Unit A shares.  Chrysalis and Greenpoint Management II have contributed almost no capital
to the Fund.  Despite this, Chrysalis and Greenpoint Management II  own 30% of the Fund in the
form of Unit B shares.  When new Unit A shares are issued upon the receipt of investor funds,
Chrysalis and Greenpoint Management II are simultaneously issued Unit B shares.  The ratio of
Unit A shares to Unit B shares is maintained at 70 to 30 regardless of investments and
redemptions.
111. By virtue of the ownership of Unit B shares, Chrysalis and Greenpoint
Management II  share in 30% of the profits.  The managers have monetized those gains by

26

redeeming funds from the capital accounts associated with those Unit B shares.  Chrysalis and
Greenpoint Management II  have taken redemptions from the Unit B capital accounts.  They have
not taken redemptions since 2016 because Greenpoint Tactical Income Fund has not had adequate
liquidity.
112. As of June 30, 2018, the combined reported value of the capital accounts associated
with the outstanding Unit B shares held by Chrysalis, which is controlled by Nohl, and Greenpoint
Management II , which is controlled by Hull, was $30.0 million.
F. Greenpoint Tactical Income Fund’s Financial Statements
1. Greenpoint Tactical Income Fund’s Financial Statements for the Year
Ended December 31, 2015

113. On July 29, 2016, the Independent Auditor’s Report was issued.  The Fund’s
auditor audited the financial statements of Greenpoint Tactical Income Fund which consists of “the
statement of assets and liabilities, including the schedule of investment as of December 31, 2015,
and the related statements of operations, changes in members’ capital, and cash flows for the
period February 6, 2013 through December 31, 2015, and the related notes to the financial
statements.”
114. The July 29, 2016 Audit Report was distributed to investors in the Greenpoint
Tactical Income Fund.
115. The July 29, 2016 Audit Report states, “[m]anagement is responsible for the
preparation and fair presentation of these financial statements in accordance with accounting
principles generally accepted in the United States of America; this includes the design,
implementation, and maintenance of internal control relevant to the preparation and fair
presentation of financial statements that are free from material misstatement, whether due to fraud
or error.”

27

116. The Schedule of Operations for the period February 6, 2013 through December 31,
2015 reported realized gain on investments of $310,035.  It reported net unrealized appreciation on
investments of $43,179,994.  It reported management fees of $1,821,381; professional fees of
$271,180; and other expenses of $292,605.
117. Note 3 to the Financial Statements for the period ended December 31, 2015 falsely
states:
Fine minerals and gems are valued using third party appraisals based on underlying
market driven events. . . . Observable data is generally available at market driven
sales shows and special events typically in the first quarter of each year.  These
events provide public and semi-public transactions that utilized in development
estimates of fair value for the portfolio of the Fund.  The valuations of these
investments are further evaluated throughout the year and as of the reporting date
based on other market data available, generally the Fund’s own transactions or
semi-public information used by appraisal experts of large scale market
participants.

118. “Note 5 – Management Fee and Related Parties” to the Financial Statements for the
period ended December 31, 2015 states in its entirety:
The Fund pays an annual management fee, payable in quarterly installments, one
percent (1%) of assets under management (“AUM”) to each of the General
Members.  All reasonable and customary out-of-pocket expenses incurred by the
General Members in connection with the Fund’s business will be paid by the Fund
or reimbursed to the General Members by the Fund.

119. No mention is made in Note 5 of the loans between the Fund and related parties or
the material terms of such loans.
2. Greenpoint Tactical Income Fund’s Financial Statements for the Year
Ended December 31, 2016

120. On July 14, 2017, the Independent Auditor’s Report for the period ended December
31, 2016 was issued.  The auditor audited the financial statements of Greenpoint Tactical Income
Fund which consist of “the statement of assets and liabilities, including the schedule of investment
as of December 31, 2016, and the related statements of operations, changes in members’ capital,

28

and cash flows for the year then ended, and the related notes to the financial statements.”
121. The July 14, 2017 Audit Report was distributed to investors in the Greenpoint
Tactical Income Fund.
122. The July 14, 2017 Audit Report states “[m]anagement is responsible for the
preparation and fair presentation of these financial statements in accordance with accounting
principles generally accepted in the United States of America; this includes the design,
implementation, and maintenance of internal control relevant to the preparation and fair
presentation of financial statements that are free from material misstatement, whether due to fraud
or error.”
123. The Schedule of Operations as of and for the year ended December 31, 2016
reported realized gain on investments of $0.  It reported net unrealized appreciation on investments
of $24,132,862.  It reported management fees of $1,627,957; professional fees of $789,860;
interest expense of $329,965; and other expenses of $92,306.
124. Note 3 to the Financial Statements for the period ended December 31, 2016 falsely
states:
Fine minerals and gems are valued using third party appraisals based on underlying
market driven events. . . . Observable data is generally available at market driven
sales shows and special events.  These events provide public and semi-public
transactions that utilized in development estimates of fair value for the portfolio of
the Fund.  The valuations of these investments are further evaluated throughout the
year and as of the reporting date based on other market data available, generally the
Fund’s own transactions or semi-public information used by appraisal experts of
large scale market participants.

125. “Note 5 – Management Fee and Related Parties” to the Financial Statements for the
period ended December 31, 2016 states in its entirety:
The Fund pays an annual management fee, payable in quarterly installments, one
percent (1%) of assets under management (“AUM”) to each of the General
Members.  All reasonable and customary out-of-pocket expenses incurred by the

29

General Members in connection with the Fund’s business will be paid by the Fund
or reimbursed to the General Members by the Fund.

The Fund has $1,025,000 in outstanding notes payable to Greenpoint Global
Mittelstand Fund I LLC, a separate investment fund managed by one of the General
Members.

126. No mention is made in Note 5 of the material terms of the loans from Greenpoint
Global Mittelstand Fund or of the loans between the Fund and other related parties or the material
terms of such loans.
3. Greenpoint Tactical Income Fund’s Unaudited Financial Statements
for the First Quarter of 2017

127. Greenpoint Tactical Income Fund’s financial statements for the year ended
December 31, 2017 have not been audited.
128. The Accountant’s Compilation Report for the quarter ended March 31, 2017 is
dated August 10, 2017 (“First Quarter 2017 Unaudited Financials”).  The First Quarter 2017
Unaudited Financials state that “[m]anagement is responsible for the accompanying financial
statements of Greenpoint Tactical Income Fund LLC  . . . which is comprised of the balance sheet
as of March 31, 2017, and the related statement of operations for the quarter then ended and
calendar year to date, and the statement of changes in members’ equity (net asset value) for the
quarter then ended in accordance with accounting principles generally accepted in the United
States of America.”
129. The First Quarter 2017 Unaudited Financials also state that “[m]anagement has
elected to omit substantially all of the disclosures and the statement of cash flows required by
accounting principles generally accepted in the United States of America.”
130. The Statement of Operations for the quarter ended March 31, 2017 reports net
realized gain from investments of $0.  It reports management fees to managing members of

30

$434,904.50; professional fees of $166,104.43; operating expenses of $52,870.49; and net loss on
investments of $500,143.91.
4. Greenpoint Tactical Income Fund’s Unaudited Financial Statements
for the Second Quarter of 2017

131. The Accountant’s Compilation Report for the quarter ended June 30, 2017 is dated
October 24, 2017 (“Second Quarter 2017 Unaudited Financials”).    The Second Quarter 2017
Unaudited Financials state that “[m]anagement is responsible for the accompanying financial
statements of Greenpoint Tactical Income Fund LLC . . . which is comprised of the balance sheet
as of June 30, 2017, and the related statement of operations for the quarter then ended and calendar
year to date, and the statement of changes in members’ equity (net asset value) for the quarter then
ended in accordance with accounting principles generally accepted in the United States of
America.”
132. The Second Quarter 2017 Unaudited Financials also state that “[m]anagement has
elected to omit substantially all of the disclosures and the statement of cash flows required by
accounting principles generally accepted in the United States of America.”
133. The Statement of Operations for the quarter ended June 30, 2017 reports net
realized gain from investments of $0.  It reports management fees to managing members of
$433,755.73; professional fees of $570,762.23; and operating expenses of $19,341.89.
5. Greenpoint Tactical Income Fund’s Unaudited Financial Statements
for the Third Quarter of 2017

134. The Accountant’s Compilation Report for the quarter ended September 30, 2017 is
dated March 2, 2018 (“Third Quarter 2017 Unaudited Financials”).  The Third Quarter 2017
Unaudited Financials state that “[m]anagement is responsible for the accompanying financial
statements of Greenpoint Tactical Income Fund LLC . . . which is comprised of the balance sheet

31

as of September 30, 2017, and the related statement of operations for the quarter then ended and
calendar year to date, and the statement of changes in members’ equity (net asset value) for the
quarter then ended in accordance with accounting principles generally accepted in the United
States of America.”
135. The Third Quarter 2017 Unaudited Financials also state that “[m]anagement has
elected to omit substantially all of the disclosures and the statement of cash flows required by
accounting principles generally accepted in the United States of America.”
136. The Statement of Operations for the quarter ended September 30, 2017 reports net
realized gain from investments of $0.  It reports management fees to managing members of
$417,584.43; professional fees of $79,800.19; and operating expenses of $8,797.57.
6. Greenpoint Tactical Income Fund’s Unaudited Financial Statements
for the Fourth Quarter of 2017

137. The Accountant’s Compilation Report for the quarter ended December 31, 2017 is
dated March 13, 2018 (“Fourth Quarter 2017 Unaudited Financials”).  The Fourth Quarter 2017
Unaudited Financials state that “[m]anagement is responsible for the accompanying financial
statements of Greenpoint Tactical Income Fund LLC . . . which is comprised of the balance sheet
as of December 31, 2017, and the related statement of operations for the quarter then ended and
calendar year to date, and the statement of changes in members’ equity (net asset value) for the
quarter then ended in accordance with accounting principles generally accepted in the United
States of America.”
138. The Fourth Quarter 2017 Unaudited Financials also state that “[m]anagement has
elected to omit substantially all of the disclosures and the statement of cash flows required by
accounting principles generally accepted in the United States of America.”
139. The Statement of Operations for the quarter ended December 31, 2017 reports net

32

realized gain from investments of $0.  It reports management fees to managing members of
$425,493.64; professional fees of $188,880.30; and operating expenses of $10,987.59.
7. Greenpoint Tactical Income Fund’s Unaudited Financial Statements
for the First Quarter of 2018

140. Greenpoint Tactical Income Fund’s financial statements for the year ended
December 31, 2018 have not been audited.
141. The Fund’s most recent unaudited financial statements are for the quarter ending
June 30, 2018.
142. The Accountant’s Compilation Report for the quarter ended March 31, 2018 is
dated August 21, 2018 (“First Quarter 2018 Unaudited Financials”).  The First Quarter 2018
Unaudited Financials state that “[m]anagement is responsible for the accompanying financial
statements of Greenpoint Tactical Income Fund LLC  . . . which is comprised of the balance sheet
as of March 31, 2018, and the related statement of operations for the quarter then ended and
calendar year to date, and the statement of changes in members’ equity (net asset value) for the
quarter then ended in accordance with accounting principles generally accepted in the United
States of America.”
143. The First Quarter 2018 Unaudited Financials also state that “[m]anagement has
elected to omit substantially all of the disclosures and the statement of cash flows required by
accounting principles generally accepted in the United States of America.”
144. The Statement of Operations for the quarter ended March 31, 2018 reports net
realized gain from investments of $0.  The Statement of Operations reports management fees to
managing members of $483,347.32; professional fees of $250,647.02; H Informatics fee of
$203,931.31; and operating expenses of $35,907.35.  It also reports unrealized gains from
investments of $18,525,689.44.

33

8. Greenpoint Tactical Income Fund’s Unaudited Financial Statements
for the Second Quarter of 2018

145. The Accountant’s Compilation Report for the quarter ended June 30, 2018 is dated
August 22, 2018 (“Second Quarter 2018 Unaudited Financials”).  The Second Quarter 2018
Unaudited Financials state that “[m]anagement is responsible for the accompanying financial
statements of Greenpoint Tactical Income Fund LLC  . . . which is comprised of the balance sheet
as of June 30, 2018, and the related statement of operations for the quarter then ended and calendar
year to date, and the statement of changes in members’ equity (net asset value) for the quarter then
ended in accordance with accounting principles generally accepted in the United States of
America.”
146. The Second Quarter 2018 Unaudited Financials also state that “[m]anagement has
elected to omit substantially all of the disclosures and the statement of cash flows required by
accounting principles generally accepted in the United States of America.”
147. The Statement of Operations for the quarter ended June 30, 2018 reports net
realized gain from investments of $0.  It also reports change in unrealized gains of $8,338,707.23.
The Statement of Operations reports management fees to managing members of $512,771.23;
professional fees of $189,839.36; H Informatics fee of $216,354.62; and operating expenses of
$3,655.19.
148. The Defendants have not provided the investors with any financial statements after
the second quarter of 2018.
G. Hull and Nohl Engaged In Self-Dealing And Did Not Disclose Related Party
Transactions And Conflicts Of Interest To The Fund’s Investors Or To The
Fund’s Auditor

149. Hull and Nohl engaged in extensive undisclosed self-dealing that enriched them
and their entities.  Hull and Nohl received millions of dollars of investor funds but did not disclose

34

to the investors in the Fund their conflicts of interest and related party transactions in either the
Confidential Investment Letters, financial statements, or other offering materials.
150. By engaging in the below described related party transactions and conflicts of
interest Hull, Nohl, Chrysalis, and Greenpoint Management II breached their fiduciary duties to
Greenpoint Tactical Income Fund.  Hull also breached his fiduciary duties to Greenpoint
Mittelstand Fund and Greenpoint Fine Art Fund.
1. Nohl Approved a Loan of Investor Funds to Hull and Hull Approved a
Commission Fee Arrangement For Nohl

151. On or about July 30, 2013, Greenpoint Fine Art Fund purchased a painting with
investor funds.  Nohl had a commission agreement with the sellers.  Nohl was paid a $580,000
commission, which was 20% of the amount Greenpoint Fine Art Fund paid for the painting.  Nohl
then gave $200,000 of the commission to Bluepoint, which is controlled and co-owned by Hull.
Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose this commission agreement
to the investors in Greenpoint Fine Art Fund, the investors in Greenpoint Tactical Income Fund, or
the Fund’s auditor.
152. On August 22, 2013, Hull borrowed $265,000 of investor funds from Greenpoint
Tactical Income Fund.  The loan was repayable over five years.  It was repaid in late 2018,
primarily with a credit against Greenpoint Management II’s fees.  Nohl approved the loan on
behalf of the Fund.  Nohl,  through one of his entities, was paid $7,424 from investor funds as an
origination and underwriting fee on the loan to Hull.  Neither this loan to Hull nor Nohl’s $7,424
origination and underwriting fee was disclosed to the investors.
153. On August 22, 2013, the same day that Nohl approved the $265,000 loan to Hull,
Hull signed an agreement entitled Finder’s Fee Agreement for Greenpoint Fine Art Fund to pay
Nohl a finder’s fee for locating artwork that is purchased by and then resold by Greenpoint Fine

35

Art Fund.  Under that agreement, Nohl receives 20% of any profits Greenpoint Fine Art Fund
makes on the sale of any painting that Nohl found for Greenpoint Fine Art Fund.  This 20%
commission is in addition to the $580,000 commission Nohl received for the painting the
Greenpoint Fine Art Fund purchased on July 30, 2013.  Hull, Nohl, Chrysalis, and Greenpoint
Management II did not disclose this commission agreement to the investors or the Fund’s auditor.
Neither the $265,000 loan to Hull nor the Finder’s Fee Agreement for Nohl are disclosed in the
July 29, 2016 Audit Report despite the transactions taking place during the February 6, 2013
through December 31, 2015 period covered by the July 29, 2016 Audit Report.
2. Hull and Nohl Loaned Money to the Fund and Charged Exorbitant
Interest Rates Without Disclosure to the Investors

154. Greenpoint Tactical Income Fund often did not have sufficient cash to pay all of its
obligations.  Whenever cash was available Chrysalis and Greenpoint Management II, through Nohl
and Hull, respectively, paid themselves management and other fees.
155. On numerous occasions the Fund was behind on investment commitments
including payments due on the Emperor emerald and money that was due to be invested in Private
Company 1.  When the Fund had not received funds from new investors, Hull and Nohl loaned
money to the Fund and charged the Fund high interest rates.  The effective annual percentage rate
on several of these loans exceeded 100%.
156. On November 7, 2016, Nohl loaned Greenpoint Tactical Income Fund $100,000.
The Fund repaid the loan on November 18, 2016.  Nohl received interest of $7,500 for this 11-day
loan to the Fund he co-manages.  The effective annual percentage rate on this loan was 249%.
Hull signed the loan agreement as the manager of the Greenpoint Tactical Income Fund.  Hull,
Nohl, Chrysalis, and Greenpoint Management II did not disclose this loan, its terms, amount, and
interest rate to the investors or the Fund’s auditor.

36

157.    On November 23, 2016, Hull loaned Greenpoint Tactical Income Fund $25,000.
The Fund repaid the loan on December 22, 2016.  The Fund paid Hull interest of $1,500 for this
29-day loan to the Fund he co-manages.  The effective annual percentage rate on this loan was
76%.  Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose this loan, its terms,
amount, and interest rate to the investors or the Fund’s auditor.  Hull loaned money to Greenpoint
Tactical Income Fund at a higher interest rate than he was paying on a personal loan he took from
the Fund at a time when he had not repaid the loan to the Fund.  The annual percentage rate Hull
was paying to the Fund was 14% while Hull charged the Fund a 76% annual percentage rate.
158. On December 7, 2016, Nohl loaned Greenpoint Tactical Income Fund $105,000.
The Fund repaid the loan on December 22, 2016.  The Fund paid Nohl interest of $15,000 for this
15-day loan to the Fund he co-manages.  The effective annual percentage rate on this loan was
348%.  Hull signed the loan agreement as the manager of Greenpoint Tactical Income Fund.  Hull,
Nohl, Chrysalis, and Greenpoint Management II did not disclose this loan, its terms, amount, and
interest rate to the investors or the Fund’s auditor.
159. On December 1, 2017, Nohl loaned Greenpoint Tactical Income Fund $100,000.
The Fund repaid the loan on December 11, 2017.  The Fund paid Nohl interest of $2,867 for this
10-day loan to the Fund he co-manages.  The effective annual percentage rate on this loan was
104%.  Hull signed the loan agreement as the manager of the Greenpoint Tactical Income Fund.
Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose this loan, its terms, amount,
and interest rate to the investors.  The Fund has not had its financial statements for 2017 audited.
160. On March 26, 2018, Nohl and his wife loaned Greenpoint Tactical Income Fund
$150,000.  The Fund repaid the loan on April 18, 2018.  Nohl charged the Fund interest of $1,000
for this 23-day loan to the Fund that he co-manages.  The effective annual percentage rate on this

37

loan was 11%.  Hull signed the loan agreement as the manager of Greenpoint Tactical Income
Fund.  Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose this loan, its terms,
amount, and interest rate to the investors.  The Fund has not had its financial statements for 2018
audited.
161. On June 29, 2018, Chrysalis loaned Greenpoint Tactical Income Fund $120,000.
The Fund repaid the loan on October 24, 2018.  Chrysalis charged the Fund interest of $12,905.66
for this 117-day loan to the Fund it co-manages.  The effective annual percentage rate on this loan
was 34%.  Hull signed the loan agreement as the manager of Greenpoint Tactical Income Fund.
Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose this loan, its terms, amount,
and interest rate to the investors.
162. On July 25, 2018, Nohl loaned Greenpoint Tactical Income Fund $18,250.  The
Fund repaid the loan on October 2, 2018.  Nohl charged the Fund interest of $2,500 for this 69-day
loan to the Fund that he co-manages.  The effective annual percentage rate on this loan was 72%.
Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose this loan, its terms, amount,
and interest rate to the investors.
163. On July 25, 2018, Nohl loaned Greenpoint Tactical Income Fund approximately
$38,000 to $40,000.  The Fund repaid the loan on October 2, 2018.  Nohl charged the Fund interest
of $5,459.81 to $7,459.81 for this 69-day loan to the Fund that he co-manages.  The effective
annual percentage rate on this loan was 72% to 104%.  Hull, Nohl, Chrysalis, and Greenpoint
Management II did not disclose this loan and interest rate to the investors.

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164. This chart summarizes the undisclosed loans from managers to the Fund:
Date Manager
Lender
Loan
Amount
Repayment
Date (Term)
Interest Paid
to Manager
Effective
APR
11/7/16 Nohl $100,000 11/18/16
(11 days)
$7,500 249%
11/23/16 Hull $25,000 12/22/16
(29 days)
$1,500 76%
12/7/16 Nohl $105,000 12/22/16
(15 days)
$15,000 348%
12/1/17 Nohl $100,000 12/11/17
(10 days)
$2,867 104%
3/26/18 Nohl $150,000 4/18/18
(23 days)
$1,000 11%
6/29/18 Chrysalis  $120,000 10/24/18
(117 days)
$12,905.66 34%
7/25/18 Nohl $18,250 10/2/18
(69 days)
$2,500 72%
7/25/18 Nohl $38,000 to
$40,000
10/2/18
(69 days)
$5,459.81 -
$7,459.81

72% to 104%

3. Hull and Nohl Caused the Fund to Borrow Money from Another
Greenpoint Fund at High Interest Rates Without Adequate Disclosure
to Investors

165. Hull and Nohl caused Greenpoint Tactical Income Fund to borrow money from
other Greenpoint Funds.
166. On or about December 23, 2015, an investor invested $400,000 in Greenpoint
Global Mittelstand Fund.  On or about December 28, 2015 another investor invested $500,000 in
Greenpoint Global Mittelstand Fund.
167. On or about January 19, 2016, the Fund borrowed $750,000 from Greenpoint
Global Mittelstand Fund.  Hull was a manager of the Greenpoint Global Mittelstand Fund.  The
loan was due on February 29, 2016.  The amount of interest to be paid was $50,000.  On or about
February 29, 2016, the due date was extended to July 31, 2016.  On or about July 31, 2016, the due
date was extended to November 30, 2016.  On or about November 30, 2016, the due date was

39

extended to May 31, 2017.  Hull signed the loan agreements and extensions on behalf of
Greenpoint Global Mittelstand Fund.  Nohl signed the loan agreements and extensions on behalf of
Greenpoint Tactical Income Fund.  Hull, Nohl, Chrysalis, and Greenpoint Management II did not
adequately disclose this loan, its terms, and the extensions to the Greenpoint Tactical Income Fund
investors or the Fund’s auditor.
168. Hull did not disclose to the two investors in Greenpoint Global Mittelstand Fund
that their funds would be loaned to Greenpoint Tactical Income Fund.
169. Hull made this $750,000 loan without the consent or approval of all of the
managers of Greenpoint Global Mittelstand Fund.  This $750,000 loan to Greenpoint Tactical
Income Fund was contrary to Greenpoint Global Mittelstand Fund’s stated investment strategy of
investing in Korean companies.
170. On or about September 14, 2016, the Fund borrowed an additional $275,000 from
Greenpoint Global Mittelstand Fund.  Hull was a manager of the Greenpoint Global Mittelstand
Fund.  The loan was due on October 31, 2016.  The amount of interest to be paid was $10,000.  On
or about October 31, 2016, the due date of the loan was extended to November 30, 2016.  On or
about November 30, 2016, the due date of the loan was extended to May 31, 2017.  Hull signed the
loan agreements and extensions on behalf of Greenpoint Global Mittelstand Fund.  Nohl signed the
loan agreements and extensions on behalf of Greenpoint Tactical Income Fund.  Hull, Nohl,
Chrysalis, and Greenpoint Management II did not adequately disclose this loan, its terms, and the
extensions to the Greenpoint Tactical Income Fund investors or the Fund’s auditor.
171. On February 24, 2017, Greenpoint Tactical Income Fund made a partial payment
on the loans of $100,000 to Greenpoint Global Mittelstand Fund.
172. On May 31, 2017, Hull on behalf of Greenpoint Global Mittelstand Fund and Nohl

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on behalf of Greenpoint Tactical Income Fund entered into an agreement to create a third loan in
the amount of $995,000 to ostensibly pay off the $750,000 loan and $275,000 loan.  However,
Greenpoint Tactical Income Fund did not pay $995,000 to Greenpoint Global Mittelstand Fund.
The $995,000 includes the $935,000 that was still due on the $750,000 and $275,000 loans plus
interest of $60,000.  This third loan and the fact that the original two loans in the amounts
$750,000 and $275,000 had not been paid by the due dates were not disclosed to the investors.
173.  Greenpoint Tactical Income Fund eventually repaid the loans on or about
November 20, 2018.  The $750,000 loan was originally due on February 29, 2016 and thus was
finally paid more than two years and eight months after it was due.  The $275,000 loan was
originally due on October 31, 2016 and thus was finally paid more than two years after it was due.
4. Hull and Nohl Caused the Fund to Borrow Money from Certain
Investors Without Disclosure to Other Investors

174. On April 14, 2016, Investor Number 2 loaned the Fund $1,000,000.  Investor
Number 2 charged the Fund $100,000 in interest.  The loan was to be repaid in three months.  The
effective annual percentage rate on this loan was supposed to be 40%.  However, on July 1, 2016,
the loan and interest were converted to $1,100,000 in equity.  Hull, Nohl, Chrysalis, and
Greenpoint Management II did not disclose this loan, its terms, interest rate, or its eventual
conversion to equity to the investors or the Fund’s auditor.
175. On December 7, 2016, Investor Number 2 loaned the Fund $250,000.  The Fund
repaid the loan on January 6, 2017.  The Fund paid $30,000 in interest for this 30-day loan.  The
effective annual percentage rate on this loan was 146%.   Hull and Nohl signed the loan agreement
as managers of the Fund.  Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose
this loan, its terms, and interest rate to the investors or the Fund’s auditor.
176. On February 10, 2017, Investor Number 2 loaned the Fund $250,000.  The loan

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was due to be repaid on April 17, 2017 with $50,000 in interest.  On April 17, 2017, the Fund and
Investor Number 2 extended the due date of the loan to June 19, 2017.  Hull signed the loan
agreement and extensions as manager of the Fund.  On June 19, 2017, the due date of the loan was
again extended until September 30, 2017 in exchange for a $25,000 interest payment.  Investor
Number 2 then gifted the $25,000 to his son, who is Investor Number 1.  Investor Number 1 then
directed the Fund to pay the $25,000 to one of Nohl’s entities in exchange for a diamond for an
engagement ring.  Nohl wrote a check to his entity from Greenpoint Tactical Income Fund’s bank
account thus using investor funds to repay a personal debt Investor Number 1 owed to Nohl’s
entity.
177. On September 30, 2017, the due date of the loan was again extended.  The Fund
finally repaid the loan on November 30, 2018.  Thus, the term of the loan including the extensions
was 658 days. The Fund paid $100,000 in interest for a 658-day loan from an investor, of which
$25,000 was paid to Nohl’s entity.  Hull, Nohl, Chrysalis, and Greenpoint Management II did not
disclose to the investors this loan, its terms, its interest rate, the extensions of the due date, that
$25,000 was paid to extend the loan, or that $25,000 went to Nohl’s entity.
5. Nohl’s and Hull’s Entities Have Engaged in Transactions with the
Fund That Were Not Disclosed to Investors

178. Nohl has and continues to own and operate his own gem and mineral business
while managing Greenpoint Tactical Income Fund, which also buys and sells gems and minerals.
Nohl’s gem and mineral business has engaged in transactions with GP Rare Earth, which is the
wholly-owned subsidiary of Greenpoint Tactical Income Fund that holds the Fund’s gems and
minerals.  On June 25, 2014, an entity owned by Nohl purchased 14 minerals from the Fund for
$93,671.  On October 11, 2016, GP Rare Earth gave Chrysalis a mineral in exchange for a credit of
$12,110 against Chrysalis’ management fees.  On February 23, 2018, GP Rare Earth and Nohl’s

42

entity engaged in another mineral transaction.  On May 23, 2018, GP Rare Earth gave Nohl’s
entity two minerals in exchange for a $4,750 credit.  Hull, Nohl, Chrysalis, and Greenpoint
Management II did not disclose these transactions to the investors or the Fund’s auditor.
179. On September 15, 2014, an entity co-owned by Hull acquired a piano from
Greenpoint Tactical Income Fund for $58,000.  On September 22, 2014, an entity co-owned by
Hull purchased a sapphire from GP Rare Earth for $58,000.  The piano went to Hull’s residence.
The sapphire was put into jewelry that Hull’s wife wears.  Hull, Nohl, Chrysalis, and Greenpoint
Management II did not disclose these transactions to the investors or the Fund’s auditor.
H. Hull And Nohl Improperly Increased The Value Of Some Of The Minerals
And Acted In Violation Of Greenpoint Tactical Income Fund’s Operating
Agreements

1. The Fund Was Obligated to Value the Gems and Minerals at the
Purchase Price During the Year the Fund Acquired Them

180. The Amended and Restated Operating Agreement of Greenpoint Tactical Income
Fund, LLC (“Amended Operating Agreement”) became effective on November 7, 2013.  It was
effective until January 1, 2016.
181. The Amended Operating Agreement defines Fair Market Value as “the value of
non-current assets determined by appraisal.  Provided, however, the value of any assets shall be its
purchase price for the year within which it is acquired.”
2. Hull and Nohl Reported to the Investors Higher Values Than the
Purchase Prices

182. Hull and Nohl as managers of the Fund repeatedly violated Greenpoint Tactical
Income Fund’s Amended Operating Agreement’s requirement that the Fund value its gems and
minerals at cost during the year the Fund acquired them.  Hull and Nohl had 22 of the minerals that
the Fund purchased in 2014 appraised in 2014 rather than being valued at the purchase prices as

43

required by the Amended Operating Agreement.  The appraisals for 21 of the 22 mineral
specimens assigned a higher value than the purchase price.  Hull and Nohl had the Fund report the
higher appraised values in the Fund’s financial statements.
183. Using the appraised values rather than the purchase prices in violation of the
Amended Operating Agreement resulted in unrealized gains of $4.4 million on the 21 minerals,
yielding a reported return on investment of 111.9% through unrealized gains.  Hull and Nohl
through Greenpoint Management II and Chrysalis, respectively, received increased management
fees by using the appraised values rather than the purchase prices as required by the Amended
Operating Agreement.
184. In 2015, the Fund purchased approximately 175 mineral specimens that were
improperly revalued later in 2015.  Hull and Nohl had them appraised in 2015 and used the
appraised values rather than valuing them at the purchase price as required by the Amended
Operating Agreement.  Hull and Nohl had the Fund report the higher appraised values in the
Fund’s financial statements.
185. Included in the 175 minerals were the three mineral specimens Nohl agreed to
purchase for $6.8 million from Dealer Number 1.  Just weeks after the Fund agreed to purchase the
three mineral specimens, but before the Fund paid for them or took possession, Hull and Nohl had
them appraised for $14 million.  Hull and Nohl had the Fund record $14 million as the value, rather
than the $6.8 million purchase price.  Hull’s and Nohl’s actions resulted in $7.2 million in
unrealized gains on the three mineral specimens.
186. Hull and Nohl’s use of the appraised values, rather than the purchase prices, in
violation of the Amended Operating Agreement, resulted in unrealized gains of $14.8 million on
the 175 minerals, yielding a reported return on investment of 133.8% through unrealized gains on

44

those minerals.  Hull and Nohl through Greenpoint Management II and Chrysalis, respectively,
received increased management fees by using the appraised values rather than the purchase prices
as required by the Amended Operating Agreement.
I. Nohl Misrepresented the Appraisal Process To The Investors And The Fund’s
Auditor

187. Note 3 to Greenpoint Tactical Income Fund’s Financial Statements as of December
31, 2015 and for the Period February 6, 2013 through December 31, 2105 states:
Fine minerals and gems are valued using third party appraisals based on
underlying market driven events.  Sales occur throughout the year but generally
will occur in low volumes and are based on private third party transactions of
which information may not and generally is not readily available to market
participants.  Observable data is generally available at market driven sales shows
and special events typically in the first quarter of each year.  These events provide
public and semi-public transactions that utilized in development estimates of fair
value for the portfolio of the Fund.  The valuations of these investments are
further evaluated throughout the year as of the reporting date based on other
market data available, generally the Fund’s own transactions or semi-public
information used by appraisal experts of large scale market participants.

188. Nohl provided this information about the appraisal process to the Fund’s auditor.
189. Nohl’s representations about the appraisal process for the gems and minerals are
false and misleading.  The third party appraisals were not based on underlying market driven
events.  Observable data from market driven sales shows was not used in the appraisals.  The
appraisals were not evaluated throughout the year based on other available market data.
190. Nohl hired Appraiser Number 1 to perform most of the appraisals for the minerals
owned by the Fund.  Appraiser Number 1’s appraisals were not based on underlying market driven
events.  Appraiser Number 1 did not collect and use sales data from sales shows in  performing the
appraisals of the Fund’s minerals.   Appraiser Number 1 did not further evaluate the valuations
throughout the year.   Appraiser Number 1’s appraisal process was to look at a specimen for a few
seconds and write down a value.  Nohl knew this was Appraiser Number 1’s process.  Nohl knew

45

the appraisal process for the Fund’s minerals was subjective, not the objective process he
represented to the Fund’s investors and auditors.
J. Nohl Improperly Interfered In The Appraisal Process to Generate Higher
Appraised Values

191. Nohl improperly meddled in the appraisals of the Fund’s minerals in several ways.
Nohl engaged in undisclosed purchases of minerals from Appraiser Number 2; rejected appraised
values that he deemed too low; cherry-picked higher appraisals of the minerals; had appraised
values changed; and pressured appraisers over the values they reported.
192. Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose Nohl’s
interference in the appraisal process to Greenpoint Tactical Income Fund’s investors or auditor.
1. Nohl Engaged in Prohibited Transactions With Appraiser Number 2
and Did Not Disclose Them to the Fund’s Investors or Auditor

193.      On April 7, 2015, Nohl agreed that the Fund would purchase several minerals
from Appraiser Number 2 for $275,000.  Part of the agreement was that Appraiser Number 2
would appraise some of the Fund’s minerals.  On April 8 and 9, 2015, Nohl had Appraiser Number
2 appraise eight mineral specimens.  Five of the specimens, including the three minerals in the $6.8
million set, had been purchased by the Fund two months earlier.  Hull and Nohl reporting
appraised values rather than the purchase prices was therefore improper and in violation of the
Amended Operating Agreement.
194. Hull and Nohl had the Fund record unrealized gains of $13.7 million based on the
eight appraisals done by Appraiser Number 2.
195. The Fund did not initially pay Appraiser Number 2 the full $275,000.
196. On December 2, 2015, Nohl sent an email to Appraiser Number 2 stating, “[o]ur
auditors want your signature on the appraisals you did for us in the summer.  Can you sign and

46

send them through?”  Appraiser Number 2 refused to sign the appraisals until Nohl paid him the
remaining balance of $125,000 either in cash or in minerals.
197. The Second Amended and Restated Operating Agreement of Greenpoint Tactical
Income Fund, LLC (“Second Amended Operating Agreement”) became effective on January 1,
2016.
198. For fine minerals, the Second Amended Operating Agreement states, “No other
business other than the business of appraising may be entered with respective appraisers.”
199. In June 2016, after the Second Amended Operating Agreement became effective,
Nohl paid Appraiser Number 2 the remaining $125,000 that the Fund owed for the minerals it had
purchased from Appraiser Number 2.  On or about June 13, 2016, Appraiser Number 2 sent a
Facebook message to Nohl stating, “I know we can figure out a trade on the remaining balance of
the collection you got from me . . .  and I can sign those appraisals finally.”  Later that same day,
Nohl gave Appraiser Number 2 a check for $125,000 and insisted Appraiser Number 2 conduct
more appraisals of the Fund’s minerals.  The same day that he received the check, Appraiser
Number 2 appraised ten of the Fund’s mineral specimens.
200. Nohl and Hull recorded unrealized gains of $7.6 million based on the appraisals of
the ten mineral specimens by Appraiser Number 2.
201. Hull and Nohl’s use of the appraisals by Appraiser Number 2 was improper
because the Fund purchased minerals from him.
202. Nohl falsely represented to the Fund’s auditor that the Fund did not have a
relationship with Appraiser Number 2 other than as an appraiser.
203. Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose to the
Fund’s investors or to the auditor that the Fund was purchasing minerals from Appraiser Number 2

47

and that purchases and payments occurred contemporaneously with the two sets of appraisals
conducted by Appraiser Number 2.
204.   Hull, Nohl, Chrysalis, and Greenpoint Management II  obtained money by not
disclosing the mineral purchase to the investors.  Hull, Nohl, Chrysalis, and Greenpoint
Management II  obtained increased management fees resulting from recording the unrealized gains
of $13.7 million based on the appraisals of the eight mineral specimens in 2015 and from recording
the unrealized gains of $7.6 million based on the appraisals of the ten mineral specimens in 2016.
2. Nohl Rejected Appraisals He Deemed Too Low And Accepted Higher
Appraisals On the Same Gems and Minerals

a. March 2015 Appraisal of Set of Tourmalines

205. On two different occasions, Nohl rejected appraisals of a set of tourmaline
gemstones.  The Fund purchased the set of tourmaline gemstones in October 2013 for $1.2 million.
206.  In March 2015, a gemologist (“Appraiser Number 3”) appraised the set of
tourmaline gemstones for approximately $3 million, which was $1.8 million more than the Fund
paid for the tourmalines.
207. Nohl told Appraiser Number 3 that the appraisals were unreasonably low.
Appraiser Number 3’s boss told her to keep the customer happy.  Appraiser Number 3 then
increased the appraised value of the set of tourmaline gemstones to $6,340,730.  Based on the
revised appraisals, Hull and Nohl had the Fund record approximately $5.1 million ($6.3 million
minus $1.2 million) in unrealized gains.
208. Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose to the
Fund’s investors or auditor that Appraiser Number 3 appraised the set of tourmaline gemstones for
approximately $3 million and changed the appraised value to $6,340,730 after Nohl complained
that the $3 million was too low.

48

209. Nohl falsely represented to the Fund’s auditor that Appraiser Number 3’s process
was to compare the gems to others that have been sold to determine fair market.  Nohl falsely
represented to the Fund’s auditor that there was no impairment to Appraiser Number 3’s
objectivity.  Nohl did not disclose his interference in the appraisal process.
210. Hull, Nohl, Chrysalis, and Greenpoint Management obtained money as a result of
Nohl misrepresenting the appraisal process and failing to disclose his interference in the appraisal
process.  Hull, Nohl, Chrysalis, and Greenpoint Management obtained increased management fees
by recording the unrealized gains of approximately $5.1 million based on the revised appraisals of
the set of tourmaline gemstones.
b. August 2017 Appraisal of Set of Tourmalines
211. In August 2017, another gemologist (“Appraiser Number 4”) appraised the same set
of tourmaline gemstones discussed above for $1,546,251.  In March 2015, Appraiser Number 3
had appraised the same set of tourmaline gemstones for $6,340,730 after Nohl influenced the
appraisals.  In June 2016, Appraiser Number 2 had appraised the same set of tourmaline gemstones
for $8,156,100.  This set of appraisals was performed at the same time Appraiser Number 2
received the $125,000 from Nohl.
212. Hull and Nohl had the Fund record unrealized gains based on the $8,156,100
appraised value assigned by Appraiser Number 2 in 2016.
213. Nohl rejected the $1,546,251 appraised value from Appraiser Number 4 in 2017.
Hull and Nohl continued to use the $8,156,100 appraised value from 2016.
214. Hull, Nohl, Chrysalis, and Greenpoint Management II  charged higher management
fees based on the $8,156,100 appraised value rather than the $1,546,251 appraised value.
215.  Hull, Nohl, Chrysalis, and Greenpoint Management II  did not disclose to the

49

Fund’s investors that Nohl rejected the $1,546,251 appraised value and continued to use the
$8,156,100 appraised value for the set of tourmaline gemstones.
216.  Hull, Nohl, Chrysalis, and Greenpoint Management II  obtained money by means
of falsely representing the appraised value of the set of tourmaline gemstones.  Hull, Nohl,
Chrysalis, and Greenpoint Management obtained increased management fees by using the old
appraised value of $8,156,100.
3. Nohl Cherry-Picked Higher Appraised Values
217. In April 2015, Nohl had several fine mineral specimens appraised by both
Appraiser Number 1 and Appraiser Number 2.  Appraiser Number 2 emailed Nohl values for all 14
of the specimens he was appraising.  Nohl told Appraiser Number 2 not to complete appraisals for
six of the 14 specimens.  Just days earlier, Appraiser Number 1 had given Nohl higher appraised
values for those six specimens than Appraiser Number 2 had emailed to Nohl.  The eight appraisals
that Nohl told Appraiser Number 2 to complete were for specimens that Appraiser Number 1 had
given lower values or had not appraised.
218. Nohl cherry-picked higher values from Appraiser Number 1 and Appraiser Number
2.  By using a combination of the higher appraised values from the two appraisers, Nohl caused the
Fund to record the value of the set of 14 specimens as $1.75 million more than if he had used
Appraiser Number 2’s values for all of the 14 specimens.
219. Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose to the
Fund’s investors or the auditor that Nohl had certain specimens appraised by two different
appraisers and selected the higher appraised values; nor did they disclose the lower appraised
values to the Fund’s investors or auditor.
220. Hull, Nohl, Chrysalis, and Greenpoint Management II obtained money by means of

50

Nohl failing to disclose that he cherry-picked higher appraised values.  Hull, Nohl, Chrysalis, and
Greenpoint Management obtained increased management fees by using the higher cherry-picked
appraised values.
4. Nohl Relied on Altered Appraised Values
221. Appraiser Number 1 conducted his first appraisals of the Fund’s gem and mineral
specimens in March 2014.  Appraiser Number 1 emailed an initial list of appraised values to a
mineral dealer working for Nohl.  The mineral dealer working for Nohl responded via email and
sent a list of changes increasing the appraised values of 29 of the specimens.     The mineral dealer
working for Nohl wrote “I printed out and added some changes that we need to have for certain
specimens.”  A screenshot of the email and one of the three pages of value changes are below:

51

222. The total of the increases was $577,864, a 34% increase.
223. The final version of Appraiser Number 1’s appraisal report that is contained in the
Fund’s auditor’s work papers includes all of the increased values provided by the mineral dealer
working for Nohl without any indication that the original values provided by Appraiser Number 1
had been changed.
224. Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose to the
Fund’s investors or auditor that the values had been increased.
225. Hull, Nohl, Chrysalis, and Greenpoint Management II obtained money by failing to

52

disclose that the appraised values were increased.  Hull, Nohl, Chrysalis, and Greenpoint
Management obtained increased management fees by using the increased appraised values.
5. Nohl Asked Appraisers to Increase Values Without an Objective Basis
for Doing So

226. In April 2015, Nohl asked Appraiser Number 2 to increase a specimen’s appraised
value from $7 million to $10 million.  Appraiser Number 2 refused to increase the value.
227. In 2017, Nohl called Appraiser Number 1 and asked him to reconsider an appraised
value of $5 million that he had assigned a specimen.  Appraiser Number 1 changed the value to
$7.5 million.
228. Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose to the
investors or auditors that Nohl asked Appraiser Number 1 to change the value from $5 million to
$7.5 million and asked Appraiser Number 2 to increase a value from $7 million to $10 million.
229. Hull, Nohl, Chrysalis, and Greenpoint Management II obtained money as a result
failing to disclose that Nohl asked for appraised values to be increased.  Hull, Nohl, Chrysalis, and
Greenpoint Management obtained increased management fees by using the increased appraised
values.
K. Hull and Nohl Drastically Increased the Valuation of Private Company 1
Despite Knowing That It Was in Serious Financial Trouble

230. Between October 2015 and June 30, 2018, Greenpoint Tactical Income Fund,
through its wholly owned subsidiary GP Chemical, invested approximately $9.0 million (including
a mineral that the Fund valued at $2.5 million) in  stock, options, and convertible notes to acquire
approximately 42% of Private Company 1.  Hull and Nohl recorded large, unreasonable unrealized
gains on the investment in Private Company 1.  As of June 30, 2018, Hull and Nohl valued the
Fund’s 42% interest in Private Company 1 at $46.2 million, composed of approximately $37.2

53

million in unrealized gains and $9 million in cost.  Hull and Nohl’s valuations of Private Company
1 were misleading, unreasonable, lacked an objective basis, and ignored significant negative facts.
231. Private Company 1 was an environmental remediation company that had its
principal place of business in Wisconsin.  It is now defunct.  Both Hull and Nohl were members of
Private Company 1’s Board of Directors from at least the third quarter of 2016.
232. Nohl, as President and Director of managing member Chrysalis, drafted or
validated the valuation reports for Private Company 1.  At all relevant times, Nohl was responsible
for determining the value of Private Company 1 and the Fund’s position in Private Company 1.  At
all relevant times, Hull, as Managing Director of managing member Greenpoint Management II,
and Nohl, as President and Director of managing member Chrysalis, shared authority for the
valuations.
1. At the End of 2015, Hull and Nohl Made Material Misrepresentations
About The Value Of Private Company 1, Withheld Negative Facts, and
Valued the Company at $40 Million, Which was Misleading and
Unreasonable

233. By the fourth quarter of 2015, when Greenpoint Tactical Income Fund through GP
Chemical first invested in Private Company 1, the company’s primary business was participating
as a subcontractor on a pilot program to remediate oil pollution in Kuwait.
234. On September 30, 2015, Greenpoint Tactical Income Fund through GP Chemical
agreed to invest $2 million in Private Company 1 by purchasing securities issued by Private
Company 1.    By December 31, 2015, the Fund through GP Chemical had paid only $1 million of
the $2 million it had agreed to pay.  Hull and Nohl knew that Private Company 1 needed the
money GP Chemical was investing in order to operate.
235. Greenpoint Tactical Income Fund’s Financial Statements for the year ended
December 31, 2015 represented that the Fund’s interest in Private Company 1 was valued at

54

$4,260,564.  Hull and Nohl through Greenpoint Management II and Chrysalis, respectively, shared
authority for the valuation.  Hull and Nohl’s    $4,260,564 valuation was misleading, unreasonable,
and lacked an objective basis.
236. The Fund’s Financial Statements for the year ended December 31, 2015 were
distributed to investors and used to attract new investors and new investments from existing
investors in the Fund.
237. Hull and Nohl derived the $4,260,564 value from the Quarterly Valuation for
Private Company 1 with an evaluation effective date of December 31, 2015 (“December 31, 2015
Quarterly Valuation Report”).  The December 31, 2015 Quarterly Valuation Report was Hull and
Nohl’s first valuation of Private Company 1.  Nohl authored the December 31, 2015 Quarterly
Valuation Report.  Nohl certified that “[t]his report has been made completely to the best of my
ability considering all factors known to me at the time of its creation.”  Hull and Nohl through
Greenpoint Management II and Chrysalis, respectively, shared authority for the December 31,
2015 Quarterly Valuation Report and valuations.
238. The December 31, 2015 Quarterly Valuation Report was distributed to and/or made
available to investors.
239. In the December 31, 2015 Quarterly Valuation Report, Hull and Nohl stated that
Private Company 1 as a whole was valued at $40,390,533.06.  Hull and Nohl further stated that the
Fund’s investment in Private Company 1 was valued at $4,270,840.45.  Hull and Nohl’s
$40,390,533.06 valuation of the company as a whole and the $4,270,840.45 valuation of the
Fund’s interest in Private Company 1   were misleading, unreasonable, and lacked an objective
basis.
240. For the fourth quarter of 2015, Hull and Nohl caused the Fund to record

55

approximately $760,564 in unrealized gains on Private Company 1’s securities that GP Chemical
had purchased.
241. Hull and Nohl based the $40 million valuation on a limited offering of Private
Company 1’s stock that happened in  2010 (“2010 Offering”).  The 2010 Offering was conducted in
anticipation of Private Company 1 receiving a $220 million contract from the United States
Environmental Protection Agency (“EPA”).
242. For the 2010 Offering, Private Company 1 offered to sell 1,000 shares of stock at a
price of $4,000 per share.  If Private Company 1 had been able to sell all of the shares at the
offering price, it would have sold 10% of its stock for $4 million.  In the 2010 Offering, Private
Company 1   sold approximately half of the shares it offered for sale.  All of the shares were sold for
less than $4,000 per share.
243. Based on the anticipated $220 million EPA contract, the prospectus for the 2010
Offering projected that Private Company 1 would have annual revenues of $137.5 million and net
income of $39.5 million by 2015.
244. By May 2011, Private Company 1 had been informed by the EPA that it would not
receive that $220 million EPA contract.
245. In 2015, before Greenpoint Tactical Income Fund through GP Chemical invested in
Private Company 1, Hull and Nohl knew that Private Company 1 had not received that $220
million EPA contract; had not sold all of the shares in the 2010 Offering; and had not sold any
shares in the 2010 Offering for the full offering price of $4,000 per share.
246. Private Company 1’s actual 2015 revenues were only approximately $3.98 million
and net income was only $100,000, not the projected annual revenues of $137.5 million and net
income of $39.5 million by 2015.

56

247. Despite knowing these material facts, as of December 31, 2015 Hull and Nohl used
that $40 million value based on the price at which shares were unsuccessfully offered in the 2010
Offering as the 2015 value of Private Company 1.
248. In valuing Private Company 1 at    $40 million in 2015, Hull and Nohl ignored
material facts.  Their $40 million valuation was misleading, unreasonable, and lacked an objective
basis.  Their $40 million valuation was contrary to facts known to Hull and Nohl including that
Private Company 1 had not received the $220 million EPA contract and did not have revenue
anywhere near $137.5 million by 2015.
249. Hull and Nohl in the December 31, 2015 Quarterly Valuation Report falsely and
misleadingly represented, “[t]he enterprise value of $40,000,000 was established before major
events that positively affected enterprise value.  Since establishing that value the Company has
become a tier 1 contractor with both [Major Energy Company] and [Foreign Government Entity].”
250. At the time of the December 31, 2015 Quarterly Valuation Report, Hull and Nohl
knew that the $40 million valuation was based on the 2010 Offering, which was conducted in
anticipation of Private Company 1 receiving a $220 million EPA contract, and that Private
Company 1 had not received an EPA contract for $220 million.  In the December 31, 2015
Quarterly Valuation Report, Hull and Nohl ignored, withheld, and failed to disclose the material
facts that the $40,000,000 value was based on an offering price in 2010 when Private Company 1
anticipated receiving an EPA contract for $220 million and the shares that were sold in the 2010
Offering were all sold at a lower price than the offering price.  In the December 31, 2015 Quarterly
Valuation Report,  Hull and Nohl further ignored, withheld, and failed to disclose the material fact
that Private Company 1 was notified in 2011 that it did not receive that EPA contract for $220
million.

57

251. As of December 31, 2015, Hull and Nohl knew that Private Company 1 did not
have a contract with Major Energy Company and had not been paid any money by Major Energy
Company.  As of December 31, 2015, Hull and Nohl also knew that Private Company 1 did not
have a contract with Foreign Government Entity and had not been paid any money by Foreign
Government Entity.
252. Despite knowing these facts, Hull and Nohl in the December 31, 2015 Quarterly
Valuation Report ignored, withheld, and failed to disclose the material facts that Private Company
1 did not have a contract with Major Energy Company; had not been paid any money by Major
Energy Company; did not have a contract with Foreign Government Entity; and had not been paid
any money by Foreign Government Entity.
253. Before the Fund invested in Private Company 1 in the fourth quarter of 2015, the
company’s management told Nohl and an employee of the Fund (“Fund Employee Number 1”),
that the pilot program’s general contractor had not paid Private Company 1 any money; only one
of Private Company 1’s two plants in Kuwait was operating; and the one plant of Private Company
1 that was operating was not meeting the mandated performance standards.  Despite Nohl knowing
these facts, Nohl in the December 31, 2015 Quarterly Valuation Report ignored, withheld, and
failed to disclose any of these material facts.
254. The December 31, 2015 Quarterly Valuation Report falsely and misleadingly
stated,  “[d]ue to the Company’s successful on-going operation of its full-scale pilot plant, it likely
will be awarded a contract by the end of 2016 that will generate $60+ million in revenue per year
over an eight year period.”  Before December 31, 2015, Nohl knew this representation was false
and misleading because he knew the plant was not operating successfully.
255. Hull and Nohl using in 2015 a $40 million value for Private Company 1 that had

58

been derived from the unsuccessful 2010 Offering conducted in anticipation of Private Company 1
receiving a $220 million EPA contract when the company had been informed in 2011 that it would
not receive the EPA contract was misleading and unreasonable.  Hull and Nohl’s $40 million
valuation ignored material negative facts that were known to Nohl and Hull and lacked an
objective basis.
256. Hull, Nohl, Greenpoint Management II, and Chrysalis obtained money in the form
of management fees by means of the misleading and unreasonable $4,260,564 valuation of the
Fund’s interest in Private Company 1.
2. The Fund Was Chronically Late Funding Private Company 1, Which
Caused The Company Not To Have The Funds It Needed To Operate

257. On September 30, 2015, Greenpoint Tactical Income Fund through its wholly
owned subsidiary GP Chemical agreed to invest $2 million in Private Company 1 through the
purchase of securities.  The first payment of $500,000 was due on October 1, 2015.  The second
payment of $500,000 was due on November 1, 2015.  The third payment of $500,000 was due on
December 1, 2015.  The fourth payment of $500,000 was due on January 1, 2016.  By January 15,
2016, the Fund through GP Chemical had paid only $1 million of the $2 million it had agreed to
pay.
258. Private Company 1 needed the other $1 million that the Fund had agreed to pay.
Private Company 1 was on the brink of having to shut down its operations in Kuwait.  The failure
to make the agreed upon investments caused Private Company 1 financial distress.
259. On December 31, 2015, the Fund gave the founder of Private Company 1 a mineral
in exchange for 932 shares of Private Company 1.  The Fund did not have the cash to pay for the
shares.  As of December 31, 2015, the Fund had paid over $5.9 million in management and other
fees to Chrysalis and Greenpoint Management II.  The Fund claimed the mineral was worth $2.5

59

million.  The founder of Private Company 1 has not sold the mineral so Private Company 1 never
received any money for the mineral.
260. During 2016, Greenpoint Tactical Income Fund repeatedly failed to meet its
funding obligations to Private Company 1.
261. In February 2016, Greenpoint Tactical Income Fund through GP Chemical
purchased six option agreements to acquire additional shares of Private Company 1   for
approximately $7.6 million.  GP Chemical paid $6,000 for the option agreements.   The option
agreements entered into by GP Chemical on behalf of the Fund and Private Company 1 stated that
time is of the essence.
262. Greenpoint Tactical Income Fund through GP Chemical agreed to exercise its
options by paying for the shares of Private Company 1 on a schedule.  GP Chemical’s payments
were consistently late and as time went on increasingly late.
263. On April 5, 2016, $250,190.25 was due.  GP Chemical did not pay the $250,190.25
by April 5, 2016.  On April 11, 2016, GP Chemical paid $250,000.
264. On April 25, 2016, $250,190.25 was due.  GP Chemical did not pay the
$250,190.25 by April 25, 2016.  On May 16, 2016, GP Chemical paid $100,000.  On May 20,
2016, GP Chemical paid $150,190.25.
265. On May 20, 2016, $1,000,760.50 was due.  GP Chemical did not pay the
$1,000,760.50 by May 20, 2016.  On May 27, 2016, GP Chemical paid $500,000.  On July 5,
2016, GP Chemical paid $500,000.
266. On June 30, 2016, $1,500,016.30 was due.  GP Chemical did not pay the
$1,500,016.30 by June 30, 2016.  On August 9, 2016, GP Chemical paid $150,000.  On August 16,
2016, GP Chemical paid $150,000.  On August 29, 2016, GP Chemical paid $250,000.  On

60

September 22, 2016, GP Chemical paid $100,000.  On October 7, 2016, GP Chemical paid
$200,000.  On October 21, 2016, GP Chemical paid $100,000.  On November 8, 2016, GP
Chemical paid $100,000.  On November 18, 2016, GP Chemical paid $100,000.  On November
23, 2016, GP Chemical paid $75,000.  On December 8, 2016, GP Chemical paid $300,000.
267. For a $1,500,016.30 funding commitment that was due on June 30, 2016,
Greenpoint Tactical Income Fund through GP Chemical did not finish paying the commitment
until over five months after the due date.
3. Hull and Nohl Made False and Misleading Statements In The Fund’s
March 31, 2016 Financial Statements and Quarterly Valuation Report
for Private Company 1

268. Greenpoint Tactical Income Fund’s financial statements for the period ended March
31, 2016 represented that the Fund’s interest in Private Company 1 was valued at $7,032,588.99.
269. Hull and Nohl through Greenpoint Management II and Chrysalis, respectively,
shared authority for this valuation.  Hull and Nohl’s $7,032,588.99 valuation was misleading,
unreasonable, and lacked an objective basis.
270. The Fund’s financial statements for the period ended March 31, 2016 were
distributed to investors and used to attract new investors and new investments from existing
investors in the Fund.
271. As of March 31, 2016, Greenpoint Tactical Income Fund had invested $4,500,000
in Private Company 1, consisting of a mineral that the Fund valued at $2.5 million and $2,000,000
in cash.
272. For the first quarter of 2016, Hull and Nohl caused the Fund to record
approximately $1.7 million in new unrealized gains on Private Company 1’s securities that GP
Chemical had purchased.

61

273. Hull and Nohl derived the $7,032,588.99 value from the Quarterly Valuation for
Private Company 1 with an evaluation effective date of March 31, 2016 (“March 31, 2016
Quarterly Valuation Report”).
274. Chrysalis drafted the March 31, 2016 Quarterly Valuation Report.  Hull and Nohl
through Greenpoint Management II and Chrysalis, respectively, shared authority for the March 31,
2016 Quarterly Valuation Report and the valuations in the March 31, 2016 Quarterly Valuation
Report.
275. The March 31, 2016 Quarterly Valuation Report was distributed to and/or made
available to investors.
276. In the March 31, 2016 Quarterly Valuation Report, Hull and Nohl stated the
enterprise value for Private Company 1 was $40,390,533.06 and the investment value was
$6,033,177.25.  Hull and Nohl’s $40,390,533.06 valuation of Private Company 1 as a whole and
the $6,033,177.25 valuation of the Fund’s interest in the company were misleading, unreasonable,
and lacked an objective basis.
277. In valuing Private Company 1 at $40,390,533.06, Hull and Nohl ignored material
negative facts that were known to Hull and Nohl.
278. In 2016, Private Company 1   was experiencing increasingly severe financial
problems.  It still was not being paid for the pilot program to remediate oil pollution in Kuwait.
For the first quarter of 2016, Private Company 1’s revenue was $84,990 and losses were $995,438.
279. Throughout 2016, Greenpoint Tactical Income Fund through GP Chemical was
chronically late paying its funding commitments to Private Company 1.
280. Hull and Nohl in the March 31, 2016 Quarterly Valuation Report falsely and
misleadingly represented:

62

The prior enterprise value of $40,000,000 was established before a number of major
events that positively affected enterprise value.  First, the Company has become a
tier 1 contractor with both [Major Energy Company] and [Foreign Government
Entity].  This designation is invaluable to the Company . . .

281. At the time of the March 31, 2016 Quarterly Valuation Report, Hull and Nohl knew
that the $40 million valuation was based on an unsuccessful offering in 2010 that was conducted in
anticipation of Private Company 1 receiving an EPA contract for $220 million; that Private
Company 1 did not receive an EPA contract for $220 million; and that the shares did not sell at the
offering price of $4,000 per share even when Private Company 1 anticipated receiving the $220
million contract from the EPA.  Hull and Nohl in the March 31, 2016 Quarterly Valuation Report
ignored, withheld, and failed to disclose the material facts that (1) the $40,000,000 value was based
on an unsuccessful offering in 2010 that was conducted in anticipation of Private Company 1
receiving an EPA contract for $220 million; (2) that Private Company 1 was notified in 2011 that it
did not receive that EPA contract for $220 million; and (3) the shares did not sell at the full
offering price of $4,000 per share even when Private Company 1 anticipated receiving the $220
million contract from the EPA.
282. At the time of the March 31, 2016 Quarterly Valuation Report, Hull and Nohl knew
that Private Company 1 did not have a contract with Major Energy Company and had not been
paid any money by Major Energy Company.  Hull and Nohl in the March 31, 2016 Quarterly
Valuation Report ignored, withheld, and failed to disclose the material facts that as of March 31,
2016, Private Company 1 did not have a contract with Major Energy Company and had not been
paid any money by Major Energy Company.
283. At the time of the March 31, 2016 Quarterly Valuation Report, Hull and Nohl knew
that Private Company 1 did not have a contract with Foreign Government Entity and had not been
paid any money by Foreign Government Entity.  Hull and Nohl in the March 31, 2016 Quarterly

63

Valuation Report ignored, withheld, and failed to disclose the material fact that as of March 31,
2016, Private Company 1 did not have a contract with and had not been paid any money by
Foreign Government Entity.
284. Hull and Nohl in the March 31, 2016 Quarterly Valuation Report falsely and
misleading represented that the “two cleaning plants being used” in Kuwait and “presently each
have a capacity of 60+ tons of sand/hour or 360,000 tons per year.”  By March 31, 2016, Hull and
Nohl knew that only one plant was operating and that plaint was not meeting the mandated
performance standards.
285. Hull and Nohl in the March 31, 2016 Quarterly Valuation Report falsely and
misleading represented that “[p]ending continued success running the second [Foreign
Government Entity] pilot in Kuwait we anticipate bidding on and winning a significant portion of;
A. the SEED 2 [Foreign Government Entity] initiative at mid year with the potential to generate
revenue of $25mm/year for three years B. KERP (United Nations Funded) initiative in Q3 with
potential to generate revenue as high as $75mm/year for 5 years.”  As of March 31, 2016, Nohl and
Hull knew that Private Company 1 was not having “continued success running” the pilot program.
Hull and Nohl knew only one of two plants was operating and that plant was not meeting the
performance standards.  Despite knowing these material facts, in  the March 31, 2016 Quarterly
Valuation Report,  Hull and Nohl ignored, withheld, and failed to disclose any of these material
facts.
286. Hull and Nohl in the March 31, 2016 Quarterly Valuation Report falsely and
misleading represented:
To maximize the advantage of the Fund’s position, the Fund is acquiring newly
issued non-dilutive units with which money [Private Company 1] is paying for the
construction of the equipment necessary to meet the obligations of the [Foreign
Government Entity] and other contracts.  It is the aim of the Fund to acquire in total

64

between 30% and 45% of all [Private Company 1] units within the next 12 months.
The intent is that this convertible debt financing serve as a means to [Private
Company 1] reaching its objectives while at the same time increasing revenue for a
near term exit for the Fund.  When complete, the Fund will sell its full interest in
[Private Company 1] to the Greenpoint Green Fund (GGF) which is currently in
final document preparation.   . . . At the time of the sale of the [Greenpoint Tactical
Income Fund’s] interest to the GGF, we expect the sale price to be between
$85MM $100mm and $110 MM $140mm.  Thus, provided all parties working
toward this end are successful, the [Greenpoint Tactical Income Fund] will exit
with net proceeds between $31.25MM and $48MM within the next 12 months.

287. At the time of the March 31, 2016 Quarterly Valuation Report, Hull and Nohl knew
that Greenpoint Tactical Income Fund through GP Chemical had not timely or completely paid the
funding commitments to Private Company 1 in order to acquire more securities of Private
Company 1; Private Company 1 needed money to operate; and Private Company 1 could not
perform its remediation contracts without    the Fund paying its funding commitments.  Despite
knowing these material facts, in  the March 31, 2016 Quarterly Valuation Report, Hull and Nohl
ignored, withheld, and failed to disclose any of these material facts.
288.  Hull, Nohl, Greenpoint Management II, and Chrysalis obtained money in the form
of management fees by means of the unreasonable and misleading $7,032,588.99 valuation of the
Fund’s interest in Private Company 1.
4. Hull and Nohl Made False and Misleading Statements In The Fund’s
June 30, 2016 Financial Statements and the Quarterly Valuation
Report for Private Company 1

289. Greenpoint Tactical Income Fund’s financial statements for the period ended June
30, 2016 represented that the Fund’s interest in Private Company 1 was valued at $12,637,747.71.
290. Hull and Nohl through Greenpoint Management II and Chrysalis, respectively,
shared authority for the valuation.  Hull and Nohl’s $12,637,747.71 valuation was misleading,
unreasonable, and lacked an objective basis.
291. The Fund’s financial statements for the period ended June 30, 2016 were distributed

65

to investors and used to attract new investors and new investments from existing investors in the
Fund.
292. For the second quarter of 2016, Hull and Nohl caused the Fund to record
approximately $1.867 million in new unrealized gains on Private Company 1’s securities that GP
Chemical had purchased.
293. Hull and Nohl derived the $12,637,747.71 valuation from the Quarterly Valuation
for Private Company 1 with an e valuation effective date of June 30, 2016 (“June 30, 2016
Quarterly Valuation Report”).
294. Chrysalis drafted the June 30, 2016 Quarterly Valuation Report.  Hull and Nohl
through Greenpoint Management II and Chrysalis, respectively, shared authority for the June 30,
2016 Quarterly Valuation Report and the valuations in the report.  Hull and Nohl in the June 30,
2016 Quarterly Valuation Report stated the enterprise value for Private Company 1 was
$41,501,140.50 and the investment value was $12,000,767.71.
295. The June 30, 2016 Quarterly Valuation Report was distributed to and/or made
available to investors.
296. Hull and Nohl’s $41,501,140.50 valuation of the company as a whole and the
$12,000,767.71 valuation of the Fund’s interest in Private Company 1 were misleading,
unreasonable, and lacked an objective basis.
297. In valuing Private Company 1 at $41,501,140.50, Nohl and Hull ignored material
negative facts that were known to Nohl and Hull.
298. In the second quarter of 2016, Private Company 1  was still experiencing severe
financial problems.  It still was not being paid for the pilot program to remediate oil pollution in
Kuwait.  Its revenue for the first two quarters of 2016 was $430,049.  Private Company 1 had

66

$1,361,719 in losses for the first two quarters of 2016.  Hull and Nohl knew these facts.
299. Throughout 2016, Greenpoint Tactical Income Fund through GP Chemical was
chronically late paying its funding commitments to Private Company 1.
300. Hull and Nohl in the June 30, 2016 Quarterly Valuation Report falsely and
misleadingly represented:
In addition, the Company has strengthened its position [sic] a tier 1 contractor with
both [Major Energy Company] and [Foreign Government Entity] and has been
repeatedly singled-out as the best available technology for their remediation
challenges.  This designation is invaluable to the Company as it possesses the
number one proven solution (per [Foreign Government Entity] decree) to cleaning
up the Kuwaiti oil fields environmental disaster for which $4 billion USD are
already sequestered.

301. At the time of the June 30, 2016 Quarterly Valuation Report, Hull and Nohl knew
that Private Company 1 did not have a contract with Major Energy Company and had not been
paid any money by Major Energy Company.  Hull and Nohl in the June 30, 2016 Quarterly
Valuation Report ignored, withheld, and failed to disclose the material facts that as of June 30,
2016, Private Company 1 did not have a contract with Major Energy Company and had not been
paid any money by Major Energy Company.
302. At the time of the June 30, 2016 Quarterly Valuation Report, Nohl and Hull knew
that Private Company 1 did not have a contract with Foreign Government Entity and had not been
paid any money by Foreign Government Entity.  Hull and Nohl in the June 30, 2016 Quarterly
Valuation Report ignored, withheld, and failed to disclose the material facts that as of June 30,
2016, Private Company 1 did not have a contract with Foreign Government Entity and had not
been paid any money by Foreign Government Entity.
303. Hull and Nohl in the June 30, 2016 Quarterly Valuation Report falsely and
misleadingly represented:

67

To maximize the advantage of the Fund’s position, the Fund is acquiring newly
issued non-dilutive units with which money [Private Company 1] is paying for the
construction of the equipment necessary to meet the obligations of the [Foreign
Government Entity] and other contracts.  It is the aim of the Fund to acquire in total
between 30% and 45% of all [Private Company 1] units within the next 12 months.
The intent is that this convertible debt financing serve as a means to [Private
Company 1] reaching its objectives while at the same time increasing revenue for a
near term exit for the Fund.  When complete, the Fund will sell its full interest in
[Private Company 1] to the Greenpoint Green Fund (GGF). . . . At the time of the
sale of the [Greenpoint Tactical Income Fund’s] interest to the GGF, we expect the
sale price to be between $85MM $100mm and $110 MM $140mm.  Thus, provided
all parties working toward this end are successful, the [Greenpoint Tactical Income
Fund] will exit with net proceeds between $31.25MM and $48MM within the next
12 months.

304. At the time of the June 30, 2016 Quarterly Valuation Report, Hull and knew that
Greenpoint Tactical Income Fund through GP Chemical had not timely or completely paid the
funding commitments to Private Company 1 in order to acquire more securities of Private
Company 1; Private Company 1 needed money to operate; and Private Company 1 could not
perform its remediation contracts without the Fund timely and completely paying its funding
commitments.  Despite knowing these material facts, in  the June 30, 2016 Quarterly Valuation
Report, Hull and Nohl ignored, withheld, and failed to disclose any of these material facts.
305. Hull and Nohl in the June 30, 2016 Quarterly Valuation Report falsely and
misleadingly represented that “[s]ince units are still being sold via private sales of the Company
with an enterprise value of $41.50mm, that value is contemporaneously [sic] by many sales
events.”  At the time of the June 30, 2016 Quarterly Valuation Report, Hull and Nohl knew that no
other private sales of Private Company 1’s securities (other than to GP Chemical) had been made
in 2016, let alone at an enterprise value of $41.5 million.
306. Hull, Nohl, and their entities obtained money in the form of management fees by
means of the unreasonable and misleading $12,637,747.71 valuation of the Fund’s interest in
Private Company 1.

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5. The Fund Continued to be Chronically Late Funding Private Company
1, Which Caused The Company Not To Have The Funds It Needed To
Operate

307. The Fund through GP Chemical continued to be late providing the agreed upon
funding to Private Company 1.  The funding commitments were paid in small, irregular
installments.  Private Company 1 needed the money the Fund had agreed to pay in order to fund its
operations.  On September   30, 2016, $1,374,077.90 was due.  The Fund through GP Chemical did
not begin paying the September 30, 2016 commitment until almost three months after it was due.
The Fund through GP Chemical made the following late and small payments:
• On December 23, 2016, $100,000 was paid.
• On January 9, 2017, $300,000 was paid.
• On January 12, 2017, $200,000 was paid.
• On February 10, 2017, $250,000 was paid.
• On February 13, 2017, $250,000 was paid.
• On April 12, 2017, $30,000 was paid.
•  On January 3, 2018, $20,000 was paid.
• On April 19, 2018, $300,000 was paid.
308. For a $1,374,077.90 funding commitment that was due on September 30, 2016, GP
Chemical did not finish paying the commitment until over 18 months after the due date.
309. Private Company 1’s management regularly complained to Nohl about the late,
irregular, and incomplete payments.
6. Nohl And Hull Made False and Misleading Statements In The Fund’s
September 30, 2016 Financial Statements and Quarterly Valuation
Report for Private Company 1

310. Greenpoint Tactical Income Fund’s financial statements for the period ended

69

September 30, 2016 represented that the Fund’s interest in Private Company 1 was valued at
$14,112,200.19.  Hull and Nohl through Greenpoint Management II and Chrysalis, respectively,
shared authority for the valuation.  Hull and Nohl’s $14,112,200.19 valuation was misleading,
unreasonable, and lacked an objective basis.
311. The Fund’s financial statements for the period ended September 30, 2016 were
distributed to investors and used to attract new investors and new investments from existing
investors in the Fund.
312. As of September 30, 2016, Greenpoint Tactical Income Fund’s paid in capital was
$6,650,190.25 including a mineral the Fund valued at $2.5 million.
313. For the third quarter of 2016, Hull and Nohl caused the Fund to record
approximately $820,000 in new unrealized gains on Private Company 1’s securities that GP
Chemical had purchased.
314. Hull and Nohl derived the $14,112,200.19 valuation from the Quarterly Valuation
for Private Company 1 with an e valuation effective date of September 30, 2016 (“September 30,
2016 Quarterly Valuation Report”).
315. Chrysalis authored the September 30, 2016 Quarterly Valuation Report.  Nohl
validated the September 30, 2016 Quarterly Valuation Report and the valuations.  On October 28,
2016, Nohl certified the September 30, 2016 Quarterly Valuation Report stating, “[t]his report has
been made according to all of the knowledge known to me at the time without omission and to the
best of my ability.”
316. Nohl also represented that “[t]his report is written for internal purposes to
communicate and coordinate with management, staff and members, information considered
relevant by the authors, editors and/or managing members at the time of this document’s creation.”

70

317. In Nohl’s Validator Commentary for the September 30, 2016 Quarterly Valuation
Report, with respect to Private Company 1 he stated, “[t]his allowed us to restructure the Board of
Directors where we hold 3 of the 6 seats.”
318. The September 30, 2016 Quarterly Valuation Report was distributed to and/or made
available to investors.
319. In the September 30, 2016 Quarterly Valuation Report, Hull and Nohl stated   the
enterprise value for Private Company 1 was $42,150,190.00 and the period investment value was
$11,258,832.92.  Hull and Nohl through Greenpoint Management II and Chrysalis, respectively,
shared authority for the September 30, 2016 Quarterly Valuation Report, the $42,150,190.00
valuation of Private Company 1 as a whole, and the $11,258,832.92 valuation of the Fund’s
interest in the company.  Hull and Nohl’s valuations were misleading, unreasonable, and lacked an
objective basis.
320. In valuing Private Company 1 at $42,150,190.00, Nohl and Hull ignored material
negative facts that were known to Nohl and Hull.
321. In the third quarter of 2016, Private Company 1 was still experiencing severe
financial problems.  It still was not being paid for the pilot program to remediate oil pollution in
Kuwait.  Its revenue through the third quarter of 2016 was $565,615.  Private Company 1 had
$1,516,022 in losses through the third quarter of 2016.  Hull and Nohl knew these facts.
322. Throughout 2016, Greenpoint Tactical Income Fund through GP Chemical was
chronically late paying its funding commitments to Private Company 1 .
323. Hull and Nohl in the September 30, 2016 Quarterly Valuation Report falsely and
misleadingly represented:
In addition, despite running over 5 months late with the start-up of plant 2 the
Company has strengthened its position as a tier 1 contractor with both [Major

71

Energy Company] and [Foreign Government Entity] and has been repeatedly
singled-out as the best available technology for their remediation challenges.  This
designation is invaluable to the Company as it possesses the number one proven
solution (per [Foreign Government Entity] decree) for cleaning up the Kuwaiti oil
fields environmental disaster for which $3 billion USD are already sequestered by
the United Nations.

324. At the time of the September 30, 2016 Quarterly Valuation Report, Hull and Nohl
knew that Private Company 1 did not have a contract with Major Energy Company and had not
been paid any money by Major Energy Company.  Hull and Nohl in the September 30 2016
Quarterly Valuation Report ignored, withheld, and failed to disclose the material facts that as of
September 30, 2016, Private Company 1 did not have a contract with Major Energy Company and
had not been paid any money by Major Energy Company.
325. At the time of the September 30, 2016 Quarterly Valuation Report, Nohl and Hull
knew that Private Company 1 did not have a contract with Foreign Government Entity and had not
been paid any money by Foreign Government Entity.  Hull and Nohl in the September 30 2016
Quarterly Valuation Report ignored, withheld, and failed to disclose the material facts that as of
September 30, 2016, Private Company 1 did not have a contract with and had not been paid any
money by Foreign Government Entity.
326. Hull and Nohl in the September 30, 2016 Quarterly Valuation Report falsely and
misleadingly represented:
To maximize the advantage of the Fund’s position, the Fund’s first $2.0mm
investment was in newly issued non-dilutive units with which money [Private
Company 1] was and is paying for the construction of the equipment necessary to
meet the obligations of the [Foreign Government Entity] and other contracts.  It is
the aim of the Fund to acquire in excess of 40% of all [Private Company 1] units
within the next 12 months.  When complete, the Fund will sell its full interest in
[Private Company 1] to the GreenPoint Green Fund (GGF).  The GGF is the
vehicle by which the core [Private Company 1] technologies will be spun off into
subsidiaries and capitalized.  At the time of the sale of the [Greenpoint Tactical
Income Fund’s] interest to the GGF, we expect the sale price to be between
$85MM $100mm and $110 MM - $140mm.  Thus, provided all parties working

72

toward this end are successful, the [Greenpoint Tactical Income Fund] will exit
with net proceeds between $31.25MM and $48MM within the next 12 months.  The
likelihood of these events coming to pass is boosted by the pre-commitment of
capital in an amount exceeding $50MM for the GGF . . .

327. At the time of the September 30, 2016 Quarterly Valuation Report, Hull and Nohl
knew that Greenpoint Tactical Income Fund through GP Chemical had not timely or completely
paid the funding commitments to Private Company 1 in order to acquire more securities of Private
Company 1; Private Company 1 needed the money to operate; and Private Company 1 could not
perform its remediation contracts without the Fund timely and completely paying its funding
commitments.  Despite knowing these material facts, in  the September 30, 2016 Quarterly
Valuation Report, Hull and Nohl ignored, withheld, and failed to disclose any of these material
facts.
328. Hull and Nohl in the September 30, 2016 Quarterly Valuation Report falsely and
misleadingly represent that “[s]ince units are still being sold via private sales of the Company with
an enterprise value of $41.50mm, that value is contemporaneously confirmed by many sales
events.”  At the time of the September 30, 2016 Quarterly Valuation Report, Hull and Nohl knew
that no other private sales of Private Company 1’s securities (other than to GP Chemical) had been
made in 2016, let alone at an enterprise value of $41.5 million.
329. Hull, Nohl, and their entities obtained money in the form of management fees by
means of the unreasonable and misleading $11,258,832.92 valuation of the Fund’s interest in
Private Company 1.
7. Hull and Nohl Made Misleading Statements In The Fund’s December
31, 2016 Financial Statements and Quarterly Valuation for Private
Company 1

330. Greenpoint Tactical Income Fund’s financial statements as of and for the year
ended December 31, 2016 represented that the Fund’s interest in Private Company 1 was valued at

73

$16,625,977.  Hull and Nohl through Greenpoint Management II and Chrysalis, respectively,
shared authority for the valuation.  Hull and Nohl’s $16,625,977 valuation was misleading,
unreasonable, and lacked an objective basis.
331. The Fund’s financial statements as of and for the year ended December 31, 2016
were distributed to investors and used to attract new investors and new investments from existing
investors in the Fund.
332. As of December 31, 2016, the paid in capital by the Fund through GP Chemical
was $7,625,190.26 including the mineral the Fund valued at $2.5 million.
333. For the fourth quarter of 2016, Hull and Nohl caused the Fund to record
approximately $2,460,000 in new unrealized gains on Private Company 1’s securities that GP
Chemical had purchased.
334. Hull and Nohl derived the $16,625,977 valuation from the Quarterly Valuation for
Private Company 1 with a valuation effective date of December 31, 2016 (“December 31, 2016
Quarterly Valuation Report”).
335. Chrysalis authored the December 31, 2016 Quarterly Valuation Report.  Nohl
validated the December 31, 2016 Quarterly Valuation Report.  On February 16, 2017, Nohl
certified the December 31, 2016 Quarterly Valuation Report stating, “[t]his report has been made
completely to the best of my ability considering all factors known to me at the time of its creation.”
336. In his validation Nohl represented that he was Chief Financial Officer, Treasurer,
and Board Member for Private Company 1.
337. The December 31, 2016 Quarterly Valuation Report was distributed to and/or made
available to investors.
338. In the December 31, 2016 Quarterly Valuation Report, Hull and Nohl stated the

74

enterprise value for Private Company 1 was $45,168,868.80 and the period investment value was
$14,402,610.18 ($16,625,977.45 minus $2,223,367.27 in  outstanding payables due to the founder
of Private Company 1).   Hull and Nohl through Greenpoint Management II and Chrysalis,
respectively, shared   authority for the December 31, 2016 Quarterly Valuation Report, the
$45,168,868.80 valuation of Private Company 1 as a whole, and the $16,625,977.45 valuation of
the Fund’s interest in the company.  Hull and Nohl’s valuations were misleading, unreasonable,
and lacked an objective basis.
339. In valuing Private Company 1 at $45,168,868.80, Nohl and Hull ignored material
negative facts that were known to Nohl and Hull.
340. In the fourth quarter of 2016, Private Company 1  was still experiencing severe
financial problems.  It still was not being paid for the pilot program to remediate oil pollution in
Kuwait.  Its revenue for all of 2016 was $725,000.  Private Company 1 had $2.7 million in losses
for the 2016.  Hull and Nohl knew these facts.
341. The Fund through GP Chemical continued to be chronically late providing funding
to Private Company 1.  GP Chemical agreed to pay Private Company 1 $1,374,077.90 by
December 31, 2016 in exchange for 1,222 shares of Private Company 1.  On May 25, 2018, the
Fund through GP Chemical paid $200,000 of the $1,374,077.90.  Thus, 17 months after the
$1,374,077.90 was due, the Fund through GP Chemical paid $200,000 of the $1,374,077.90.  Hull
and Nohl knew these facts.
342. During 2016, Private Company 1 needed money.  On November 4, 2016, the main
subsidiary of Private Company 1 took out a $1.85 million line of credit from Bank Number 1.  The
line of credit was secured by all of the subsidiary’s assets.  Private Company 1 and all of its other
subsidiaries were guarantors on the line of credit.  Greenpoint Tactical Income Fund’s entire

75

interest in Private Company 1 was subordinated to Bank Number 1’s liens.  Bank Number 1’s
Uniform Commercial Code liens were filed with the Wisconsin Department of Financial
Institutions and available to the public.
343. Hull and Nohl knew all of these material facts at the time December 31, 2016
Quarterly Valuation Report.  Despite knowing these material negative facts, Hull and Nohl
ignored, withheld, and failed to disclose them in the December 31, 2016 Quarterly Valuation
Report or otherwise.
344. Given these material negative facts, Hull and Nohl’s $45,168,868.80 valuation of
Private Company 1 as a whole and their $16,625,977.45 valuation of the Fund’s interest in the
company are misleading, unreasonable, and lacked an objective basis.
345. Hull, Nohl, Greenpoint Management II, and Chrysalis obtained money in the form
of management fees by means of the unreasonable and misleading $16,625,977.45 valuation of the
Fund’s interest in Private Company 1.
8. Throughout 2017 Hull and Nohl Increased the Valuation of Private
Company 1 Despite Knowing Material Negative Facts

346. Greenpoint Tactical Income Fund’s financial statements for the period ended March
31, 2017 represented that the Fund’s interest in Private Company 1 was valued at $18,433,549.16.
Hull and Nohl through Greenpoint Management II and Chrysalis, respectively, shared authority for
the valuation.  Hull and Nohl’s $18,433,549.16 valuation was misleading, unreasonable, and
lacked an objective basis.
347. The Fund’s financial statements for the period ended March 31, 2017 were
distributed to investors and used to attract new investors and new investments from existing
investors in the Fund.
348. As of March 31, 2017, Greenpoint Tactical Income Fund’s paid in capital was

76

$8,625,190.26 including a mineral the Fund valued at $2.5 million.
349. For the first quarter of 2017, Hull and Nohl caused the Fund to record
approximately $2,430,938.98 in new unrealized gains on Private Company 1’s securities that GP
Chemical purchased.
350. Hull and Nohl derived the $18,433,549.16 valuation from the Quarterly Valuation
for Private Company 1 with a valuation effective date of March 31, 2017 (“March 31, 2017
Quarterly Valuation Report”).
351. Chrysalis authored and Nohl validated the March 31, 2017 Quarterly Valuation
Report.  On April 18, 2017, Nohl certified the March 31, 2017 Quarterly Valuation Report stating,
“[t]his report has been made completely to the best of my ability considering all factors known to
me at the time of its creation.”
352. The March 31, 2017 Quarterly Valuation Report was distributed to and/or made
available to investors.
353. In the March 31, 2017 Quarterly Valuation Report, Hull and Nohl stated the
enterprise value for Private Company 1 was $46,693,665.93 and the period investment value was
$18,141,585.62.  Hull and Nohl through Greenpoint Management II and Chrysalis, respectively,
shared authority for the March 31, 2017 Quarterly Valuation Report, the $46,693,665.93 valuation
of Private Company 1 as a whole, and the $18,141,585.62 valuation of the Fund’s interest in the
company.  Hull and Nohl’s valuations were misleading, unreasonable, and lacked an objective
basis.
354. In valuing Private Company 1 at $46,693,665.93, Nohl and Hull ignored material
negative facts that were known to Nohl and Hull.
355. Hull and Nohl in the March 31, 2017 Quarterly Valuation Report falsely and

77

misleadingly represented:
To maximize the advantage of the Fund’s position, the Fund’s first $2.0mm
investment was in newly issued non-dilutive units with which money [Private
Company 1] was and is paying for the construction of the equipment necessary to
meet the obligations of the [Foreign Government Entity] and other contracts.  It is
the aim of the Fund to acquire more than 40% of all [Private Company 1] units
within the next six months.  When complete, the Fund will sell its full interest in
[Private Company 1] to the GreenPoint Green Fund (GGF).  The GGF is the
vehicle by which the core [Private Company 1] technologies will be spun off into
subsidiaries and capitalized.  At the time of the sale of the [Greenpoint Tactical
Income Fund’s] interest to the GGF, we expect the sale price to be between
$85MM - $140mm.  Thus, provided all parties working toward this end are
successful, the [Greenpoint Tactical Income Fund] will exit with net proceeds
between $31.25MM and $48MM within the next 12 months.  The likelihood of
these events coming to pass is boosted by the pre-commitment of capital in an
amount exceeding $50MM for the GGF . . .

356. At the time of the March 31, 2017 Quarterly Valuation, Hull and Nohl knew that
Greenpoint Tactical Income Fund through GP Chemical had not timely or completely paid the
funding commitments to Private Company 1 in order to acquire more securities of Private
Company 1; Private Company 1 needed the money to operate; and Private Company 1 could not
perform its remediation contracts without the Fund timely and completely paying its funding
commitments.  Despite knowing these material facts, in  the March 31, 2017 Quarterly Valuation
Report, Hull and Nohl ignored, withheld, and failed to disclose any of these material facts.
357. Hull, Nohl, and their entities obtained money in the form of management fees by
means of the unreasonable and misleading $18,141,585.62 valuation of the Fund’s interest in
Private Company 1.
358. In the March 31, 2017 Quarterly Valuation Report, Hull and Nohl still ignored,
withheld, and failed to disclose that the $1.85 million line of credit from Bank Number 1 was
secured by all of the assets of Private Company 1’s main subsidiary; Private Company 1 was a
guarantor on the line of credit; and Greenpoint Tactical Income Fund’s entire interest in Private

78

Company 1 was subordinated to Bank Number 1’s liens.
359. Greenpoint Tactical Income Fund’s financial statements for the period ended June
30, 2017, for the period ended September 30, 2017, and for the period and year ended December
31, 2017 represented that the Fund’s interest in Private Company 1 was valued at $18,285,637.25.
Hull and Nohl through Greenpoint Management II and Chrysalis, respectively, shared authority for
the valuation.  Hull and Nohl’s $18,285,637.25 valuation was misleading, unreasonable, and
lacked an objective basis.
360. The Fund’s financial statements for the period ended June 30, 2017, the period
ended September 30, 2017, and period and year ended December 31, 2017 were distributed to
investors and used to attract new investors and new investments from existing investors in the
Fund.
361. Hull and Nohl derived the $18,285,637.25 valuation from the Quarterly Valuation
for Private Company 1 with a valuation effective date of June 30, 2017 (“June 30, 2017 Quarterly
Valuation Report”); from the Quarterly Valuation for Private Company 1 with a valuation effective
date of September 30, 2017 (“September 30, 2017 Quarterly Valuation Report”); and from the
Quarterly Valuation for Private Company 1 with a valuation effective date of December 31, 2017
(“December 31, 2017 Quarterly Valuation Report”).
362. The Managing Members, namely Greenpoint Management II and Chrysalis,
authored the June 30, 2017 Quarterly Valuation Report, September 30, 2017 Quarterly Valuation
Report, and December 31, 2017 Quarterly Valuation Report.  Nohl performed the valuations and
certified all three r eports as “Managing Member Representative, Chief Evaluation Officer.”
363. Hull and Nohl through Greenpoint Management II and Chrysalis, respectively,
shared authority for the June 30, 2017 Quarterly Valuation Report, September 30, 2017 Quarterly

79

Valuation Report, December 31, 2017 Quarterly Valuation Report, and the valuations in the
reports.
364. The June 30, 2017 Quarterly Valuation Report, September 30, 2017 Quarterly
Valuation Report, and December 31, 2017 Quarterly Valuation Report were distributed to and/or
made available to investors.
365. In the June 30, 2017 Quarterly Valuation report, Hull and Nohl stated the total
equity interest of GP Chemical in Private Company 1    was $18,831,731.81.  Hull and Nohl shared
authority for the $18,831,731.81 valuation of the Fund’s interest in the company.  Hull and Nohl’s
valuation was misleading, unreasonable, and lacked an objective basis.
366. In valuing the Fund’s interest in Private Company 1 at $18,831,731.8, Hull and
Nohl ignored material negative facts that were known to Hull and Nohl.
367. In the September 30, 2017 Quarterly Valuation report, Hull and Nohl stated the
total equity interest of GP Chemical in Private Company 1   was $18,841,738.18.  Hull and Nohl
shared authority for the $18,841,738.18 valuation of the Fund’s interest in the company.  Hull and
Nohl’s valuation was misleading, unreasonable, and lacked an objective basis.
368. In valuing the Fund’s interest in Private Company 1 at $18,841,738.18, Hull and
Nohl ignored material negative facts that were known to Hull and Nohl.
369. In the December 31, 2017 Quarterly Valuation report, Hull and Nohl stated the total
equity interest of GP Chemical in Private Company 1   was $18,936,288.49.  Hull and Nohl shared
authority for the $18,936,288.49 valuation of the Fund’s interest in the company.  Hull and Nohl’s
valuation was misleading, unreasonable, and lacked an objective basis.
370. In valuing the Fund’s interest in Private Company 1 at $18,936,288.49, Hull and
Nohl ignored material negative facts that were known to Hull and Nohl.

80

371. By mid-2017, the $1.85 million line of credit was maxed out.  Private Company 1
could not meet payroll.  Private Company 1 had not paid its vendors, and the vendors were
pursuing collections.  By August 2017, the pilot program had been cancelled.  Private Company 1
had never received any payment for the pilot program.  Hull and Nohl knew these material facts.
372. Despite knowing these material negative facts, in the June 30, 2017 Quarterly
Valuation Report, September 30, 2017 Quarterly Valuation Report, and December 31, 2017
Quarterly Valuation Report, Hull and Nohl ignored, withheld, and failed to disclose any of these
material facts.
373. On or about September 11, 2017, representatives of Bank Number 1 had a meeting
with representatives of Private Company 1.  Nohl, Fund Employee Number 1, and Fund Employee
Number 2 attended the meeting.  At the meeting, Bank Number 1 informed Private Company 1,
Nohl, Fund Employee Number 1, and Fund Employee Number 2 that the line of credit would not
be renewed and had to be repaid when it matured on November 4, 2017.  At the September 11,
2017 meeting, Bank Number 1 also informed Private Company 1, Nohl, Fund Employee Number
1, and Fund Employee Number 2 that any payments deposited into Private Company 1’s bank
account at Bank Number 1 would automatically be applied to the outstanding balance on the line
of credit.
374. At the September 11, 2017 meeting, Nohl stated to the representatives of Bank
Number 1 that he and Fund Employee 1 would serve as the points of contact relating to the line of
credit.
375. Private Company 1’s subsidiary failed to pay off the line of credit when it matured
on November 4, 2017.
376. On or about November 14, 2017, Bank Number 1 sent a notice of delinquency to

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the subsidiary of Private Company 1.
377. On or about November 24, 2017, Bank Number 1 sent another notice of
delinquency to the subsidiary of Private Company 1.
378. On or about December 4, 2017, Bank Number 1 sent a notice of delinquency to
Private Company 1.
379. On or about December 8, 2017 Bank Number 1 sent a notice of default to Private
Company 1.
380. Despite knowing these material negative facts, Hull and Nohl ignored, withheld,
and failed to disclose any of these material facts in the September 30, 2017 Quarterly Valuation
Report and December 31, 2017 Quarterly Valuation Report.
9. In The First Two Quarters of 2018 Hull and Nohl More Than Doubled
the Valuation of the Fund’s Interest in Private Company 1 Despite
Knowing Even More Material Negative Facts

381. Greenpoint Tactical Income Fund’s financial statements for the period ended March
31, 2018 represented that the Fund’s interest in Private Company 1 was valued at $38,516,264.81.
Hull and Nohl through Greenpoint Management II and Chrysalis, respectively, shared authority for
the valuation.  Hull and Nohl’s $38,516,264.81 valuation was misleading, unreasonable, and
lacked an objective basis.
382. By December 2017, Hull and Nohl knew that Private Company 1’s main subsidiary
was in default on the line of credit.  Despite knowing this material negative fact, in the first quarter
of 2018 Hull and Nohl increased the value of GP Chemical’s equity interest in Private Company 1
by approximately $20.1 million, from $18,285,637.25 to $38,516,264.81.
383. The Fund’s financial statements for the period ended March 31, 2018 were
distributed to investors and used to attract new investors and new investments from existing

82

investors in the Fund.
384. For the first quarter of 2018, Hull and Nohl caused the Fund to record
approximately $20.1 million in new unrealized gains on Private Company 1 ’s securities that GP
Chemical had purchased.
385. Hull and Nohl derived the $38,516,264.81 valuation from the Quarterly Valuation
for Private Company 1 with a valuation effective date of March 31, 2018 (“March 31, 2018
Quarterly Valuation Report”).
386. The Managing Members authored the March 31, 2018 Quarterly Valuation Report.
Nohl performed the valuation and certified the report as “Managing Director.”  Hull and Nohl
through Greenpoint Management II and Chrysalis, respectively, shared authority for the March 31,
2018 Quarterly Valuation Report.
387. The March 31, 2018 Quarterly Valuation Report was distributed to and/or made
available to investors.
388. In the March 31, 2018 Quarterly Valuation Report, Hull and Nohl stated that GP
Chemical’s interest in Private Company 1 was valued at $38,370,479.81 and Private Company 1 as
a whole was valued approximately $90.8 million.  Hull and Nohl shared authority for the March
31, 2018 Quarterly Valuation report, the $90.8 million valuation of Private Company 1 as a whole,
and the $38,370,479.81 valuation of the Fund’s interest in the company.  Hull and Nohl’s
valuations were misleading, unreasonable, and lacked an objective basis.
389. At the time of the March 31, 2018 Quarterly Valuation Report, Hull and Nohl knew
that on or about March 2, 2018, Bank Number 1 proposed a standstill agreement to Fund
Employee Number 1.  Under the proposed standstill agreement Bank Number 1 would defer legal
action until at least September 30, 2018 in exchange for $500,000 followed by a payment schedule.

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Hull and Nohl as managers of the Greenpoint Tactical Income Fund failed to do anything to
facilitate the $500,000 payment.  The standstill agreement was never executed.
390. Despite knowing these material facts about the default on the line of credit; Private
Company 1’s dire financial condition; and the fact that the standstill agreement was not executed,
Hull and Nohl more than doubled   the value of the Fund’s interest in Private Company 1 in the first
quarter of 2018.
391. Hull, Nohl, and their entities obtained money in the form of management and other
fees by means of the unreasonable and misleading $38,370,479.81 valuation of the Fund’s interest
in Private Company 1.
392. Greenpoint Tactical Income Fund’s financial statements for the period ended June
30, 2018 represented that the Fund’s interest in Private Company 1 was valued at $46,192,616.34.
Hull and Nohl through Greenpoint Management II and Chrysalis, respectively, shared authority for
the valuation.  Hull and Nohl’s $46,192,616.34 valuation was misleading, unreasonable, and
lacked an objective basis.
393. The Fund’s financial statements for the period ended June 30, 2018 were distributed
to investors and used to attract new investors and new investments from existing investors in the
Fund.
394. For the first quarter of 2018, Hull and Nohl caused the Fund to record
approximately $7.1 million in new unrealized gains on Private Company 1’s securities that GP
Chemical had purchased.
395. Hull and Nohl derived the $46,192,616.34 valuation from the Quarterly Valuation
for Private Company 1 with a valuation effective date of June 30, 2018 (“June 30, 2018 Quarterly
Valuation Report”).

84

396. The June 30, 2018 Quarterly Valuation Report was distributed to and/or made
available to investors.
397. In the June 30, 2018 Quarterly Valuation Report, Hull and Nohl stated   that GP
Chemical’s interest in Private Company 1 was valued at approximately $45.49 million.  Hull and
Nohl shared authority for the June 30, 2018 Quarterly Valuation Report and the $45.49 million
valuation of the Fund’s interest in the company.  Hull and Nohl’s valuations were misleading,
unreasonable, and lacked an objective basis.
398. In May 2018, Nohl hired a debt workout firm to try to negotiate a settlement with
Bank Number 1.  On June 21, 2018, outside counsel for Bank Number 1 sent a demand letter to
Private Company 1.  Knowing that legal action by Bank Number 1 was imminent, Hull and Nohl
increased the value of the Fund’s interest in Private Company 1 from $38,516,265 to $46,192,616.
Hull and Nohl ignored, withheld, and failed to disclose these material negative facts.
399. On July 5, 2018—just five days after the end of the Fund’s second quarter— Bank
Number 1 filed suit to foreclose on the loan.
400. On October 2,  2018, Bank Number 1 obtained a default judgment against Private
Company 1.
401. Private Company 1 is now defunct and worthless.  Greenpoint Tactical Income
Fund’s financial statements for the third quarter of 2018 have not been prepared and distributed to
investors.  On information and belief, the Fund has not informed the investors of the loss of more
than one-third of the Fund’s value.
402. Hull, Nohl, and their entities obtained money in the form of management and other
fees by means of the unreasonable and misleading $46,192,616.34 valuation of the Fund’s interest
in Private Company 1.

85

403. Below is a table summarizing by quarter Hull and Nohl’s valuations of the Fund’s
interest in Private Company 1 and the percentage change in  those valuations from quarter to
quarter, as well as Hull and Nohl’s valuations of Private Company 1 as a whole and the quarterly
percentage change in those valuations.  The value of the Fund’s interest in Private Company 1
come from the Fund’s financial statements.  The valuations of Private Company 1 as a whole come
from Hull and Nohl’s quarterly valuation reports on Private Company 1.  The valuations for
Private Company 1 as a whole as of June 30, 2017, September 30, 2017, and December 31, 2017
are derived from the value of the Fund’s investment in and its ownership percentage of Private
Company 1 as reported in Hull and Nohl’s quarterly valuation reports.
Quarter
Ending
 Value of
Investment in
Private Company
1 per Fund
Financial
Statements
% Change in
Investment
Value
Value of Private
Company 1 per
Fund Valuation
Reports
% Change in
Private Company
1 Value
Dec. 31, 2015 $4,260,564  - $40,390,533  -
March 31, 2016 $7,032,589  65% $40,390,533  0%
June 30, 2016 $12,637,748  80% $41,501,140  3%
Sept. 30, 2016 $14,112,200  12% $42,150,190  2%
Dec. 31, 2016 $16,625,977  18% $45,168,869  7%
March 31, 2017 $18,433,549  11% $46,693,666  3%
June 30, 2017 $18,285,637  -1% $47,079,330  1%
Sept. 30, 2017 $18,285,637  0% $47,104,345  0%
Dec. 31, 2017 $18,285,637  0% $47,128,641  0%
March 31, 2018 $38,516,265  111% $90,800,000  93%
June 30, 2018 $46,192,616  20%

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COUNT I
Violations of Section 17(a)(1) of the Securities Act
(Against Defendants Hull, Nohl, Greenpoint Management II, Chrysalis, and Bluepoint)

404. The SEC realleges and incorporates by reference paragraphs 1 through 403 as
though fully set forth herein.
405. By engaging in the conduct described above including engaging in undisclosed
self-dealing and related party transactions and misleading investors about the Fund and their
investments and about how the fund was being operated and valuing its assets, Defendants Hull,
Nohl, Greenpoint Management II, Chrysalis, and Bluepoint in the offer or sale of securities, by use
of the means and instruments of transportation or communication in interstate commerce or by use
of the mails, directly or indirectly, employed devices, schemes, and artifices to defraud.
406. Defendants Hull, Nohl, Greenpoint Management II, Chrysalis, and Bluepoint acted
with scienter in that each knowingly or recklessly engaged in the fraudulent conduct described
above.
407. By reason of the foregoing, Defendants Hull, Nohl, Greenpoint Management II,
Chrysalis, and Bluepoint violated Section 17(a)(1) of the Securities Act [15 U.S.C. § 77q(a)(1)].
COUNT II
Violations of Section 17(a)(2) of the Securities Act
(Against Defendants Hull, Nohl, Greenpoint II, Chrysalis, and Bluepoint)

408. The SEC realleges and incorporates by reference paragraphs 1 through 403 as
though fully set forth herein.
409. By negligently engaging in the conduct described above including making false and
misleading verbal statements and making false and misleading statements in the Confidential
Investment Letters, financial statements, valuation reports, and other offering materials,

87

Defendants Hull, Nohl, Greenpoint Management II, Chrysalis, and Bluepoint in the offer or sale of
securities, by use of the means and instruments of transportation or communication in interstate
commerce or by use of the mails, directly or indirectly, have obtained money or property by means
of any untrue statement of a material fact and any omission to state a material fact necessary in
order to make the statements made, in light of the circumstances under which they were made, not
misleading.
410. By reason of the foregoing, Defendants Hull, Nohl, Greenpoint Management II,
Chrysalis, and Bluepoint violated Sections 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)].
COUNT III
Violations of Section 17(a)(3) of the Securities Act
(Against Defendants Hull, Nohl, Greenpoint II, Chrysalis, and Bluepoint)

411. The SEC realleges and incorporates by reference paragraphs 1 through 403 as
though fully set forth herein.
412. By negligently engaging in the conduct described above including engaging in
undisclosed self-dealing and related party transactions and misleading investors about the Fund and
their investments and about how the fund was being operated and valuing its assets, Defendants
Hull, Nohl, Greenpoint Management II, Chrysalis, and Bluepoint in the offer or sale of securities,
by the use of the means and instruments of transportation or communication in interstate
commerce or by use of the mails, directly or indirectly, have engaged in transactions, practices, and
courses of business which operated or would operate as a fraud or deceit upon the purchasers of
such securities.
413. By reason of the foregoing, Defendants Hull, Nohl, Greenpoint Management II,
Chrysalis, and Bluepoint violated Section 17(a)(3) of the Securities Act [15 U.S.C. § 77q(a)(3)].

88

COUNT IV
Violations of 10(b) of the Exchange Act
and Exchange Act Rule 10b-5
(Against Defendants Hull, Nohl, Greenpoint II, Chrysalis, and Bluepoint)

414. The SEC realleges and incorporates by reference paragraphs 1 through 403 as
though fully set forth herein.
415. By engaging in the conduct described above including making false and misleading
verbal statements; making false and misleading statements in the Confidential Investment Letters,
financial statements, valuation reports, and other offering materials; engaging in undisclosed self-
dealing and related party transactions; and misleading investors as to how they were operating the
Fund and valuing its assets, Defendants Hull, Nohl, Greenpoint Management II, Chrysalis, and
Bluepoint in connection with the purchase or sale of securities, by the use of any means or
instrumentalities of interstate commerce or by the use of the mails, or any national securities
exchange, directly and indirectly: used and employed devices, schemes, and artifices to defraud;
made untrue statements of material fact and omitted to state a material fact necessary in order to
make the statements made, in light of the circumstances under which they were made, not
misleading; and engaged in acts, practices, and courses of business which operated or would have
operated as a fraud or deceit upon sellers and purchasers and prospective purchasers of securities.
416. Defendants Hull, Nohl, Greenpoint Management II, Chrysalis, and Bluepoint acted
with scienter in that each knowingly or recklessly engaged in the fraudulent conduct described
above.
417. By reason of the foregoing, Defendants Hull, Nohl, Greenpoint Management II, and
Chrysalis violated Section 10(b) of the Exchange Act [15 U.S.C. §78j(b)] and Rule 10b-5
thereunder [17 C.F.R. 240.10b-5].

89

COUNT V
Violations of Section 206(1)
of the Advisers Act
(Against Defendants Hull, Nohl, Greenpoint Management II, and Chrysalis)

418. The SEC realleges and incorporates by reference paragraphs 1 through 403 as
though fully set forth herein.
419. At all relevant times, Chrysalis and Greenpoint Management II were investment
advisers to Greenpoint Tactical Income Fund.  They made investment decisions in exchange for
compensation.
420. By engaging in the conduct described above including engaging in undisclosed
self-dealing and undisclosed related party transactions; operating the Fund and valuing its assets in
violation of the operating agreements; and valuing its assets without an objective basis and by
ignoring material negative facts, Chrysalis and Greenpoint Management II by use of the mails or
means or instrumentalities of interstate commerce, directly or indirectly, employed devices,
schemes, and artifices to defraud one or more clients or prospective clients.
421. Chrysalis and Greenpoint Management II acted with scienter in that each
knowingly or recklessly engaged in the devices, schemes, and artifices to defraud one or more
clients or prospective clients.
422. At all relevant times, Hull controlled and co-owned Greenpoint Management II .
Greenpoint Management was an investment adviser to Greenpoint Tactical Income Fund in
exchange for compensation.  Hull thereby acted as an investment adviser to Greenpoint Tactical
Income Fund.  Hull made investment decisions in exchange for compensation.  Hull also acted as
an investment adviser to Greenpoint Global Mittelstand Fund and Greenpoint Fine Art Fund.  Hull
made investment decisions in exchange for compensation.

90

423. At all relevant times, Nohl controlled and owned Chrysalis.  Chrysalis was an
investment adviser to Greenpoint Tactical Income Fund in exchange for compensation.  Nohl
thereby acted as an investment adviser to Greenpoint Tactical Income Fund.  He made investment
decisions in exchange for compensation.
424. By engaging in the conduct described above including engaging in undisclosed
self-dealing and undisclosed related party transactions; operating the Fund and valuing its assets in
violation of the operating agreements; and valuing its assets without an objective basis and by
ignoring material negative facts, Hull and Nohl by use of the mails or means or instrumentalities of
interstate commerce, directly or indirectly, employed devices, schemes, and artifices to defraud
Greenpoint Tactical Income Fund.
425. By engaging in the conduct described above including engaging in undisclosed
self-dealing and undisclosed related party transactions and operating the funds in violation of the
offering documents, Hull by use of the mails or means or instrumentalities of interstate commerce,
directly or indirectly, employed devices, schemes, or artifices to defraud Greenpoint Global
Mittelstand Fund and Greenpoint Fine Art Fund.
426. Hull and Nohl acted with scienter in that each knowingly or recklessly engaged in
the devices, schemes, or artifices to defraud one or more clients or prospective clients.
427. By reason of the foregoing, Hull, Nohl, Greenpoint Management II, and Chrysalis
violated Section 206(1) of the Advisers Act [15 U.S.C. § 80b-6(1)].
COUNT VI
Violations of Section 206(1)
of the Advisers Act
(Against Defendants Bluepoint and Hull)

428. The SEC realleges and incorporates by reference paragraphs 1 through 403 as

91

though fully set forth herein.
429. At all relevant times, Bluepoint was an investment adviser.  Bluepoint made
investment decisions in exchange for compensation.  Hull was a principal and an investment
adviser representative of Bluepoint.
430. At all relevant times, Hull controlled and co-owned Bluepoint and received
compensation through Bluepoint for providing investment advice to its clients.  Bluepoint through
Hull advised all of Bluepoint’s individual clients to invest in the Greenpoint Funds.  For a majority
of these individual clients, all of their assets under Bluepoint’s management were invested in the
Greenpoint Funds.
431. By engaging in the conduct described above including Hull and Bluepoint through
Hull recommending that all of Bluepoint’s individual clients and nearly all of the assets under
management be invested in the Greenpoint Funds without regard for each investor’s individual
needs and circumstances and contrary to disclosures in Bluepoint’s Form ADV; making false and
misleading verbal statements; and engaging in undisclosed self-dealing and related party
transactions, Bluepoint and Hull by use of the mails or means or instrumentalities of interstate
commerce, directly or indirectly, employed devices, schemes, or artifices to defraud one or more of
these clients or prospective clients.
432. Bluepoint acted with scienter in that it   knowingly or recklessly engaged in the
devices, schemes, and artifices to defraud one or more clients or prospective clients.
433. Hull acted with scienter in that he knowingly or recklessly engaged in the devices,
schemes, and artifices to defraud one or more clients or prospective clients.
434. By reason of the foregoing, Bluepoint and Hull violated Section 206(1) of the
Advisers Act [15 U.S.C. § 80b-6(1)].

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COUNT VII

Aiding and Abetting Violations of Section 206(1)
of the Advisers Act
(Against Defendants Hull and Nohl)

435. The SEC realleges and incorporates by reference paragraphs 1 through 403 as
though fully set forth herein.
436. As alleged, Bluepoint, Chrysalis, and Greenpoint Management II, acting as
investment advisers, violated Section 206(1) of the Advisers Act [15 U.S.C. § 80b-6(1)].
437. By engaging in the conduct described above, Hull knowingly or recklessly aided,
abetted, counseled, commanded, induced, or procured Greenpoint Management II’s violations of
Section 206(1) of the Advisers Act [15 U.S.C. § 80b-6(1)].
438. By engaging in the conduct described above, Hull knowingly or recklessly aided,
abetted, counseled, commanded, induced, or procured Bluepoint’s violations of Section 206(1) of
the Advisers Act [15 U.S.C. § 80b-6(1)].
439. By engaging in the conduct described above, Nohl knowingly or recklessly aided,
abetted, counseled, commanded, induced, or procured Chrysalis’ violations of Section 206(1) of
the Advisers Act [15 U.S.C. § 80b-6(1)].
440. By reason of the foregoing, Hull aided and abetted Greenpoint Management II’s
violations of Section 206(1) of the Advisers Act [15 U.S.C. § 80b-6(1)].
441. By reason of the foregoing, Hull aided and abetted Bluepoint’s violations of Section
206(1) of the Advisers Act [15 U.S.C. § 80b-6(1)].
442. By reason of the foregoing, Nohl aided and abetted Chrysalis’ violations of Section
206(1) of the Advisers Act [15 U.S.C. § 80b-6(1)].

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COUNT VIII
Violations of Section 206(2)
of the Advisers Act
(Against Defendants Hull, Nohl, Greenpoint Management II, and Chrysalis)

443. The SEC realleges and incorporates by reference paragraphs 1 through 403 as
though fully set forth herein.
444. At all relevant times, Chrysalis and Greenpoint Management II were investment
advisers to Greenpoint Tactical Income Fund.  They made investment decisions in exchange for
compensation.
445. By engaging in the conduct described above including engaging in undisclosed
self-dealing and undisclosed related party transactions; operating the Fund and valuing its assets in
violation of the operating agreements; and valuing its assets without an objective basis and by
ignoring material negative facts, Chrysalis and Greenpoint Management II by use of the mails or
means or instrumentalities of interstate commerce, directly or indirectly, engaged in transactions,
practices, and courses of business which operated as a fraud or deceit upon Greenpoint Tactical
Income Fund.
446. Chrysalis and Greenpoint Management II  negligently engaged in the transactions,
practices, and courses of business which operated as a fraud or deceit upon one or more clients or
prospective clients
447. At all relevant times, Hull controlled and co-owned Greenpoint Management II .
Greenpoint Management II  was an investment adviser to Greenpoint Tactical Income Fund in
exchange for compensation.  Hull thereby acted as an investment adviser to Greenpoint Tactical
Income Fund.  Hull made investment decisions in exchange for compensation.  Hull also acted as
an investment adviser to Greenpoint Global Mittelstand Fund and Greenpoint Fine Art Fund.  Hull

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made investment decisions in exchange for compensation.
448. At all relevant times, Nohl controlled and owned Chrysalis.  Chrysalis was an
investment adviser to Greenpoint Tactical Income Fund in exchange for compensation.  Nohl
thereby acted as an investment adviser to Greenpoint Tactical Income Fund.  Nohl made
investment decisions in exchange for compensation.
449. By engaging in the conduct described above including engaging in undisclosed
self-dealing and undisclosed related party transactions; operating the Fund and valuing its assets in
violation of the operating agreements; and valuing its assets without an objective basis and by
ignoring material negative facts, Hull and Nohl by use of the mails or means or instrumentalities of
interstate commerce, directly or indirectly, engaged in transactions, practices, and courses of
business which operated as a fraud or deceit upon Greenpoint Tactical Income Fund.
450. By engaging in the conduct described above including engaging in undisclosed
self-dealing and undisclosed related party transactions and operating the funds in violation of the
offering documents, Hull by use of the mails or means or instrumentalities of interstate commerce,
directly or indirectly, employed devices, schemes, and artifices to defraud Greenpoint Global
Mittelstand Fund and Greenpoint Fine Art Fund.
451. Hull and Nohl negligently engaged in the transactions, practices, and courses of
business which operated as a fraud or deceit upon one or more clients or prospective clients.
452. By reason of the foregoing, Hull, Nohl, Chrysalis, and Greenpoint Management II
violated Section 206(2) of the Advisers Act [15 U.S.C. § 80b-6(2)].

95

COUNT IX

Violations of Section 206(2)
of the Advisers Act
(Against Defendants Bluepoint and Hull)

453. The SEC realleges and incorporates by reference paragraphs 1 through 403 as
though fully set forth herein.
454. At all relevant times, Bluepoint was an investment adviser in exchange for
compensation.  Hull was a principal and an investment adviser representative of Bluepoint.
455.  At all relevant times, Bluepoint through Hull advised all of Bluepoint’s individual
clients to invest in the Greenpoint Funds.  For a majority of these individual clients, all of their
assets under management by Bluepoint were invested in the Greenpoint Funds.
456. By engaging in the conduct described above including Hull and Bluepoint through
Hull recommending that all of Bluepoint’s individual clients and nearly all of the assets under
management be invested in the Greenpoint Funds without regard for the investor’s individual
needs and circumstances and contrary to disclosures in Bluepoint’s Form ADV; making false and
misleading verbal and written statements; and engaging in undisclosed self-dealing and related
party transactions, Bluepoint and Hull by use of the mails or means or instrumentalities of
interstate commerce, directly or indirectly, engaged in transactions, practices, and courses of
business which operated as a fraud or deceit upon one or more clients or prospective clients.
457. Bluepoint negligently engaged in the transactions, practices, and courses of
business which operated as a fraud or deceit upon one or more clients or prospective clients.
458. Hull negligently engaged in the transactions, practices, and courses of business
which operated as a fraud or deceit upon one or more clients or prospective clients.
459. By reason of the foregoing, Bluepoint and Hull violated Section 206(2) of the

96

Advisers Act [15 U.S.C. § 80b-6(2)].
COUNT X

Aiding and Abetting Violations of Section 206(2)
of the Advisers Act
(Against Defendants Hull and Nohl)

460. The SEC realleges and incorporates by reference paragraphs 1 through 403 as
though fully set forth herein.
461. As alleged, Bluepoint, Chrysalis, and Greenpoint Management II, acting as
investment advisers, violated Section 206(2) of the Advisers Act [15 U.S.C. § 80b-6(2)].
462. By engaging in the conduct alleged above, Hull knowingly or recklessly aided,
abetted, counseled, commanded, induced, or procured Greenpoint Management II’s violations of
Section 206(2) of the Advisers Act [15 U.S.C. § 80b-6(2)].
463. By engaging in the conduct alleged above, Hull knowingly or recklessly aided,
abetted, counseled, commanded, induced, or procured Bluepoint’s violations of Section 206(2) of
the Advisers Act [15 U.S.C. § 80b-6(2)].
464. By engaging in the conduct alleged above, Nohl knowingly or recklessly aided,
abetted, counseled, commanded, induced, or procured Chrysalis’ violations of Section 206(2) of
the Advisers Act [15 U.S.C. § 80b-6(2)].
465. By reason of the foregoing, Hull aided and abetted Greenpoint Management II’s
violations of Section 206(2) of the Advisers Act [15 U.S.C. § 80b-6(2)].
466. By reason of the foregoing, Hull aided and abetted Bluepoint’s violations of Section
206(2) of the Advisers Act [15 U.S.C. § 80b-6(2)].
467. By reason of the foregoing, Nohl aided and abetted Chrysalis’ violations of Section
206(2) of the Advisers Act [15 U.S.C. § 80b-6(2)].

97

COUNT XI
Violations of Section 206(4) of the Advisers Act
and Rule 206(4)-8
(Against Defendants Hull, Nohl, Greenpoint Management, II, and Chrysalis)

468. The SEC realleges and incorporates by reference paragraphs 1 through 403 as
though fully set forth herein.
469. From at least January 1, 2018, Chrysalis and Greenpoint Management II were
investment advisers to a pooled investment vehicle including Greenpoint Tactical Income Fund.
470. By engaging in the conduct described above including making false and misleading
statements in the Confidential Investment Letters, financial statements, valuation reports, and other
offering materials; engaging in undisclosed self-dealing and undisclosed related party transactions;
operating the Fund and valuing its assets in violation of the operating agreements; and valuing its
assets without an objective basis and by ignoring material negative facts, Chrysalis and Greenpoint
Management by use of the mails or means or instrumentalities of interstate commerce, directly or
indirectly,    negligently made untrue statements of material fact and 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 one or more investors or prospective investors in the pooled investment
vehicle; and engaged in acts, practices, and courses of business that were fraudulent, deceptive, or
manipulative with respect to one or more investors or prospective investor in the pooled investment
vehicle.
471. At all relevant times, Hull controlled and co-owned Greenpoint Management II .
Hull thereby was an investment adviser to a pooled investment vehicle including Greenpoint
Tactical Income Fund.
472. At all relevant times, Nohl controlled and owned Chrysalis.  Nohl thereby was an

98

investment adviser to a pooled investment vehicle including Greenpoint Tactical Income Fund.
473. By engaging in the conduct described above including making false and misleading
statements in the Confidential Investment Letters, financial statements, valuation reports, and other
offering materials; engaging in undisclosed self-dealing and undisclosed related party transactions;
operating the Fund and valuing its assets in violation of the operating agreements; and valuing its
assets without an objective basis and by ignoring material negative facts, Hull and Nohl by use of
the mails or means or instrumentalities of interstate commerce, directly or indirectly, negligently
made untrue statements of material fact and 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
one or more investors or prospective investors in the pooled investment vehicle; and engaged in
acts, practices, and courses of business that were fraudulent, deceptive, or manipulative with
respect to one or more investors or prospective investor in the pooled investment vehicle.
474. By reason of the foregoing, Hull, Nohl, Chrysalis, and Greenpoint Management II
violated Section 206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8 [275.206(4)-
8].
COUNT XII

Aiding and Abetting
Violations of Section 206(4) of the Advisers Act
and Rule 206(4)-8
 (Against Defendants Hull and Nohl)

475. The SEC realleges and incorporates by reference paragraphs 1 through 403 as
though fully set forth herein.
476. As alleged, Chrysalis and Greenpoint Management II, were investment advisers to
a pooled investment vehicle including Greenpoint Tactical Income Fund.
477. At all relevant times, Hull controlled and co-owned Greenpoint Management II.

99

478. At all relevant times, Nohl controlled and owned Chrysalis.
479. By engaging in the conduct described above, Hull knowingly or recklessly aided,
abetted, counseled, commanded, induced, or procured Greenpoint Management II’s violations of
Section 206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8 [275.206(4)-8].
480. By engaging in the conduct described above, Nohl knowingly or recklessly aided,
abetted, counseled, commanded, induced, or procured Chrysalis’ violations of Section 206(4) of
the Advisers Act [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8 [275.206(4)-8].
481. By reason of the foregoing, Hull aided and abetted Greenpoint Management II’s
violations of Section 206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8
[275.206(4)-8].
482. By reason of the foregoing, Nohl aided and abetted Chrysalis’ violations of Section
206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8 [275.206(4)-8].
RELIEF REQUESTED
 WHEREFORE, the SEC respectfully requests that this Court:
I.
 Issue findings of fact and conclusions of law that Defendants Hull, Nohl, Bluepoint,
Chrysalis, and Greenpoint Asset Management II committed the violations charged and alleged
herein.
II.
 Enter an Order of Permanent Injunction restraining and enjoining Defendants Hull, Nohl,
Bluepoint, Chrysalis, and Greenpoint Management II from, directly or indirectly, engaging in the
transactions, acts, practices, and courses of business described above, or in conduct of similar
purport and object, in violation of Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)];

100

Section 10(b) of the Exchange Act [15 U.S.C. §78j(b)] and Rule 10b-5 thereunder [17 C.F.R.
240.10b-5]; and Sections 206(1) and 206(2) of the Advisers Act [15 U.S.C §§ 80b-6(1) and 80b-
6(2)], and as to Defendants Hull, Nohl, Chrysalis, and Greenpoint Management II e nter an Order
of Permanent Injunction restraining and enjoining them from, directly or indirectly, engaging in
the transactions, acts, practices, and courses of business described above, or in conduct of similar
purport and object, in violation 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].
III.
 Enter an Order requiring Defendants Hull, Nohl, Bluepoint, Chrysalis, and Greenpoint
Management II to disgorge all of their ill-gotten gains received as a result of the violations
alleged in this Complaint including prejudgment interest.
IV.
With regard to Defendants Hull’s, Nohl’s, Bluepoint’s, Chrysalis’, and Greenpoint
Management II’s violative acts, practices, and courses of business set forth herein, issue an Order
imposing upon Defendants Hull, Nohl, Bluepoint, Chrysalis, and Greenpoint Management II
appropriate civil penalties pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)],
Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)], and Section 209(e) of the
Advisers Act [15 U.S.C § 80b-9(e)].
V.
 Retain jurisdiction of this action in accordance with the principals of equity and the
Federal Rules of Civil Procedure in order to implement and carry out the terms of all orders and
decrees that may be entered or to entertain any suitable application or motion for additional relief
within the jurisdiction of this Court.

101

VI.
 Grant such other relief as this Court deems appropriate.

September 30, 2019
UNITED STATES SECURITIES
  AND EXCHANGE COMMISSION

             By: /s/Doressia L. Hutton
       Doressia L. Hutton ([email protected])
        Christopher H. White ([email protected])
       175 West Jackson Boulevard, Suite 1450
       Chicago, IL 60604-2615
       (312) 353-7390
       (312) 353-7398 (fax)

       Attorneys for Plaintiff the United States
       Securities and Exchange Commission

1 
 

IN THE UNITED STATES DISTRICT COURT 
FOR THE WESTERN DISTRICT OF WISCONSIN 

__________________________________________ 
       ) 
UNITED STATES SECURITIES   ) 
AND EXCHANGE COMMISSION,  ) 
       )    
   Plaintiff,   ) 
       )            
  v.     ) Case No.  19-cv-809 
       )   
BLUEPOINT INVESTMENT COUNSEL , ) 
LLC, MICHAEL G. HULL,   )  
CHRISTOPHER J. NOHL,    ) JURY DEMANDED    
CHRYSALIS FINANCIAL LLC, and   ) 
GREENPOINT ASSET MANAGEMENT II  ) 
LLC,       ) 
       ) 
   Defendants.   ) 
______________________________________________________________________________
        

COMPLAINT 

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

follows: 

Introduction 

1. Michael G. Hull (“Hull”) and his entity, Greenpoint Asset Management II LLC, 

and Christopher J. Nohl (“Nohl”) and his entity, Chrysalis Financial LLC, perpetrated an offering 

fraud.  Hull and Nohl through their entities manage Greenpoint Tactical Income Fund LLC 

(“Greenpoint Tactical Income Fund” or the “Fund”).  From April 25, 2014 to June 2019, Hull, 

Nohl, and their entities raised approximately $52.783 million from approximately 129 investors in 

10 states.   

2. Hull is also the co-owner of Bluepoint Investment Counsel, LLC (“Bluepoint”), a 

now de-registered investment adviser that claimed to have as much as $145 million in assets under 

management.  Bluepoint through Hull recommended that all of Bluepoint’s individual clients 

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2 
 

invest in the Greenpoint Tactical Income Fund and other affiliated Greenpoint Funds.  Hull made 

these recommendations without regard for each individual investor’s needs and circumstances.     

3. Hull, Nohl, and their entities are investment advisers to Greenpoint Tactical Income 

Fund and owe fiduciary duties to the Fund including a duty of loyalty. 

4. In the offering materials for Greenpoint Tactical Income Fund, Hull, Nohl, and their 

entities made false and misleading statements to the investors.  Hull, Nohl, and their entities have 

represented to investors that Greenpoint Tactical Income Fund is an “income” fund.  However, the 

Fund’s holdings are almost entirely non-income-generating and illiquid assets.  As of June 30, 

2018—the last date for which the Fund has financial statements—52% of the Fund’s purported 

value is its gem and mineral collection and 46% of the Fund’s purported value is a portfolio of debt 

and equity securities of private companies, primarily consisting of a now defunct and worthless 

environmental remediation company (“Private Company 1”). 

5. According to the Fund, as of June 30, 2018, it had a net asset value of $135 million 

based almost entirely on unrealized gains.  Indeed, 95% of the purported gains are unrealized.  

These gains are largely fictitious.   

6. Hull, Nohl, and their entities have misled the investors as to how they have been 

operating the Fund and valuing its assets. 

7. For 2014, Hull, Nohl, and their entities claim that Greenpoint Tactical Income Fund 

had a return on investment of 65.68%.  For 2015, they claim that the Fund had a return on 

investment of “just in excess of 50%.”  For 2016, they claim that the Fund had a return on 

investment of 25.48%.   For the first two quarters of 2018, they claim that the Fund had a return on 

investment of 16.11%.  The purported returns come from Hull and Nohl improperly inflating the 

value of Private Company 1 and from the valuations of the gems and minerals that, amongst other 

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3 
 

things, failed to comply with the minimal valuation procedures contained in the Fund’s operating 

agreements.   

8. Hull, Nohl, and their entities initially valued the Fund’s interest in Private Company 

1 at over $4.2 million as of December 31, 2015 and increased the value of the Fund’s interest to 

over $46 million as of June 30, 2018.  Hull, Nohl, and their entities more than doubled the value 

from the fourth quarter of 2017 to the first quarter of 2018 while knowing that the primary 

subsidiary of Private Company 1 was in default on a line of credit secured by all of the subsidiary’s 

assets and guaranteed by Private Company 1.  Private Company 1 is now defunct and worthless.  

9. Hull, Nohl, and their entities used their misleading and improperly determined 

valuations to charge the Fund excessive management and other fees and payments.  From April 25, 

2014 through approximately the first quarter of 2019, they charged the Fund approximately $13.71 

million in fees and payments.  Since 2017, Hull, Nohl, and their entities have charged the Fund 

more than $5.9 million.  At the same time, many investors have been told the Fund has no liquidity 

to meet investor redemption requests.  Hull, Nohl, and their entities continue to sell interests in the 

Fund, the proceeds of which are largely used to pay their management fees, repay debt, and to pay 

some investor redemptions. 

10. Additionally, Hull, Nohl, and their entities have unlawfully enriched themselves at 

the expense of investors by engaging in undisclosed self-dealing and related party transactions.  

After paying management fees, Greenpoint Tactical Income Fund has frequently lacked cash to 

pay its obligations and make investments including paying its funding commitments to Private 

Company 1 and making installment payments on minerals the Fund purchased.  Hull and Nohl 

made numerous short-term loans to the Fund.  For a number of the loans, Hull and Nohl charged 

the Fund interest exceeding 100% annual percentage rate.  Hull and Nohl also caused the Fund to 

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4 
 

borrow money from investors in the Fund.  Hull, Nohl, and their entities did not disclose these 

loans, which were related party transactions, to the Fund’s investors or auditor.   

11. Moreover, Hull, Nohl, and their entities represented to the Fund’s investors and 

auditor that the gem and mineral valuations were determined in an objective manner; that the 

appraisers were independent; and that the gems and minerals were valued at the purchase price 

during the year they were acquired.  To the contrary, Nohl repeatedly interfered in the appraisals of 

the gems and minerals owned by the Fund in order to obtain and report higher values and thereby 

obtain higher management fees.  Nohl’s interference includes purchasing minerals from an 

appraiser contemporaneously with the appraiser appraising the Fund’s gems and minerals; leaning 

on appraisers to assign higher appraised values; rejecting appraisals he deemed too low and instead 

using older, higher appraised values; and cherry-picking higher appraised values.  Also, Hull and 

Nohl acted in violation of the Fund’s operating agreement by not using the purchase prices as the 

value of the gems and minerals during the year the Fund acquired them.         

Jurisdiction And Venue 

12. The SEC brings this action pursuant to Section 20(b) of the Securities Act of 1933 

(“Securities Act”) [15 U.S.C. § 77t(b)], Section 21(d) of the Securities Exchange Act of 1934 

(“Exchange Act”) [15 U.S.C. § 78u(d)], and Section 209(d) of the Investment Advisers Act of 

1940 (“Advisers Act”) [15 U.S.C. § 80b-9(d)].  This Court has jurisdiction over this action 

pursuant to Section 22(a) of the Securities Act [15 U.S.C. § 77v], Section 27(a) of the Exchange 

Act [15 U.S.C. § 78aa], and Section 214(a) of the Advisers Act [15 U.S.C. § 80b-14(a)].  

13. Venue is proper in the Western District of Wisconsin pursuant to Section 22(a) of 

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

Section 214(a) of the Advisers Act [15 U.S.C. § 80b-14(a)] because Defendant Bluepoint 

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Investment Counsel’s office and Defendant Greenpoint Asset Management II’s office are in this 

District and the acts, practices, and courses of business constituting the violations alleged in this 

Complaint have occurred within this District and elsewhere.  

Defendants 

14. Michael G. Hull (“Hull”) is a resident of Oconomowoc, Wisconsin.  He was a 

Principal and investment adviser representative of Bluepoint Investment Counsel, LLC from 

June 2012 through March 2019.  Hull, through various entities, is co-manager of Greenpoint 

Tactical Income Fund, Greenpoint Global Mittelstand Fund I, and Greenpoint Fine Art Fund. He 

previously held Series 3, 6, 7, 63, and 65 licenses and was a registered representative and 

investment advisory representative of several firms.  He is 51 years old. 

15. Christopher J. Nohl (“Nohl”) is a resident of Milwaukee, Wisconsin.  Nohl, 

through Chrysalis Financial LLC, is co-manager of the Greenpoint Tactical Income Fund.  He is 

44 years old. 

16. Bluepoint Investment Counsel, LLC (“Bluepoint”) is a Wisconsin limited 

liability company.  Bluepoint’s principal place of business is in Madison, Wisconsin.  Bluepoint 

is owned by Michael Hull and his brother.  Bluepoint is controlled by Hull.  Bluepoint was 

registered with the SEC as an investment adviser from June 2012 through March 2019.  

Bluepoint is no longer registered with the Commission or any state as an investment adviser.  In 

its most recent Form ADV, dated March 30, 2018, Bluepoint reported 162 accounts and $124.5 

million in assets under management.       

17. Chrysalis Financial LLC (“Chrysalis”) is a Wisconsin limited liability 

company located in Milwaukee, Wisconsin.  Chrysalis is owned and controlled by Nohl.  

Chrysalis is one of two Managing Members of Greenpoint Tactical Income Fund. 

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18. Greenpoint Asset Management II LLC (“Greenpoint Management II”) is a 

Wisconsin limited liability company.  Greenpoint Management II’s principal place of business 

located in Madison, Wisconsin.  Greenpoint Management II is owned by Greenpoint Asset 

Management LLC, which is owned by Hull and his brother.  Greenpoint Management II is 

controlled by Hull.  Greenpoint Management II is one of two Managing Members of Greenpoint 

Tactical Income Fund. 

19. Hull, Nohl, Bluepoint, Chrysalis, and Greenpoint Management II are collectively 

referred to as the “Defendants.” 

20. The Defendants, directly or indirectly, made use of means or instruments of 

transportation or communication in interstate commerce, or of the mails, or of any facility of a 

national securities exchange in connection with the acts, practices, and courses of business alleged 

in this Complaint. 

21. There is a reasonable likelihood that the Defendants will, unless enjoined, continue 

to engage in the transactions, acts, practices, and courses of business set forth in this Complaint, 

and transactions, acts, practices and courses of business of similar purport and object. 

22. By engaging in the conduct alleged in this Complaint, Hull violated Sections 

17(a)(1), (2), and (3) of the Securities Act [15 U.S.C. § 77q(a)(1), (2), and (3)]; Section 10(b) of 

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

240.10b-5(a), (b), and (c)]; and Sections 206(1), 206(2), and 206(4) of the Advisers Act [15 U.S.C 

§§ 80b-6(1), 80b-6(2), 80b-6(4)] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8].  

Pursuant to Section 209(f) of the Advisers Act [15 U.S.C. § 80b-9(f)], Hull also aided and abetted 

Bluepoint’s and Greenpoint Management II’s violations of Sections 206(1) and 206(2) of the 

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Advisers Act and Greenpoint Management II’s violations of Section 206(4) of the Advisers Act 

and Rule 206(4)-8 thereunder. 

23. By engaging in the conduct alleged in this Complaint, Nohl violated Sections 

17(a)(1), (2), and (3) of the Securities Act [15 U.S.C. § 77q(a)(1), (2), and  (3)]; Section 10(b) of 

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

240.10b-5(a), (b), and (c)]; and Sections 206(1), 206(2), and 206(4) of the Advisers Act [15 U.S.C 

§§ 80b-6(1), 80b-6(2), 80b-6(4)] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8].  

Pursuant to Section 209(f) of the Advisers Act [15 U.S.C. § 80b-9(f)], Nohl also aided and abetted 

Chrysalis’ violations of Sections 206(1), 206(2), and 206(4) of the Advisers Act and Rule 206(4)-8 

thereunder. 

24. By engaging in the conduct alleged in this Complaint, Bluepoint violated Sections 

17(a)(1), (2), and (3) of the Securities Act [15 U.S.C. § 77q(a)(1), (2), and (3)]; Section 10(b) of 

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

240.10b-5(a), (b), and (c)], and Sections 206(1) and 206(2) of the Advisers Act [15 U.S.C §§ 80b-

6(1), 80b-6(2)]. 

25. By engaging in the conduct alleged in this Complaint, Chrysalis violated Sections 

17(a)(1), (2), and (3) of the Securities Act [15 U.S.C. § 77q(a)(1), (2), and  (3)]; Section 10(b) of 

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

240.10b-5(a), (b), and (c)]; and Sections 206(1), 206(2), and 206(4) of the Advisers Act [15 U.S.C 

§§ 80b-6(1), 80b-6(2), and 80b-6(4)] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8]. 

26. By engaging in the conduct alleged in this Complaint, Greenpoint Management II 

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

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

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[17 C.F.R. 240.10b-5(a), (b), and (c)]; and Sections 206(1), 206(2), and 206(4) of the Advisers Act 

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

275.206(4)-8]. 

Other Relevant Entities 

27. Greenpoint Tactical Income Fund LLC (“Greenpoint Tactical Income Fund” 

or the “Fund”) is a Wisconsin limited liability company with its principal place of business in 

Madison, Wisconsin.  Greenpoint Tactical Income Fund is a private investment fund managed by 

Greenpoint Management II, Chrysalis, Hull, and Nohl.  The Fund has a stated investment strategy 

of “generating a strong, stable balance of current cash flow and capital gains.”     

28. Greenpoint Global Mittelstand Fund I LLC (“Greenpoint Global Mittelstand 

Fund”) is a Wisconsin limited liability company with its principal place of business in Madison, 

Wisconsin.  Greenpoint Global Mittelstand Fund is managed by Hull and two other individuals.  It 

has a stated investment strategy of investing in Korean companies.  As of December 31, 2016, 

Greenpoint Global Mittelstand Fund claimed it had net assets of approximately $4.1 million. 

29. Greenpoint Fine Art Fund LLC (“Greenpoint Fine Art Fund”) is a Wisconsin 

limited liability company with its principal place of business in Madison, Wisconsin.  Greenpoint 

Fine Art Fund is managed by Hull and two other individuals.  It has a stated strategy of investing in 

artwork.  As of December 31, 2016, Greenpoint Fine Art Fund claimed it had net assets of 

approximately $4.3 million. 

30. GP Chemical LLC (“GP Chemical”) is a wholly owned subsidiary of Greenpoint 

Tactical Income Fund.  It is a Wisconsin limited liability company.  GP Chemical is the entity that 

holds securities issued by Private Company 1 and purchased by the Fund.  

31. GP Rare Earth Trading Account LLC (“GP Rare Earth”) is a wholly owned 

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subsidiary of Greenpoint Tactical Income Fund.  It is a Wisconsin limited liability company.  GP 

Rare Earth is the entity that holds the gems and minerals.  

32. H Informatics LLC (“H Informatics”) is owned by Hull and an investor in 

Greenpoint Tactical Income Fund.  On or about January 1, 2018, the managers of the Fund retained 

H Informatics to provide information to the Fund’s investors.  The Fund has paid and continues to 

pay H Informatics a fee of 0.85% of the Fund’s net assets.   

33. Alt Asset Portfolio Services LLC (“Alt Asset Portfolio Services”) is owned by 

Hull and Nohl.  The accountant for Greenpoint Tactical Income Fund was employed by Alt Asset 

Portfolio Services. 

I. FACTS 

A. Hull Created The Greenpoint Funds After He Was Terminated By Another 
Firm 
 

34. In June 2012, Hull co-founded Bluepoint following his termination by another 

investment advisory firm.  At all relevant times, Hull has controlled and continues to control 

Bluepoint.  In 2013, Hull created a series of private investment funds, including Greenpoint 

Tactical Income Fund, Greenpoint Global Mittelstand Fund, and Greenpoint Fine Art Fund 

(collectively, the “Greenpoint Funds”).   

35. Greenpoint Tactical Income Fund is the largest of the Greenpoint Funds. 

Greenpoint Tactical Income Fund’s most recent financial statements are for the quarter ended June 

30, 2018.  Those financial statements have not been audited.  From its inception date of February 

2, 2013 through June 30, 2018, the Fund reported gains of approximately $93 million.  Over 95% 

of these reported gains were unrealized gains based on the Defendants’ improper valuations 

described throughout the Complaint.   

36. As of June 30, 2018, Greenpoint Tactical Income Fund reported assets with a cost 

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basis of $40.1 million and a fair market value of $135.3 million.  These purported remarkable 

returns were derived primarily from two sources.  The Fund reported that as of June 30, 2018, its 

collection of gems and minerals was worth $68.3 million, composed of $21.9 million in original 

cost and $46.4 million in unrealized gains.  The Fund also reported that its shares in Private 

Company 1 were worth $46.2 million, similarly composed of $9 million in original cost and $37.2 

million in unrealized gains.    

37. Hull, Nohl, Chrysalis, and Greenpoint Management II have portrayed Greenpoint 

Tactical Income Fund as an “income” fund.  A fact sheet distributed to the investors entitled 

“Income Strategy Q4 2015” states that the Fund: 

Seeks to Provide total return through a combination of current income, capital 
gains, and capital appreciation. 
 
Invests primarily in assets that produce investment return through interest 
payments, trading profits, or operational cash flow. 
 
Takes positions in operating businesses for cash flow, but also to secure the lending 
opportunities related to the company.  
 
38. Contrary to these representations, the Fund’s holdings are almost entirely non-

income-generating and illiquid assets.      

39. At all relevant times, Bluepoint has been an investment adviser, and Hull has been 

an investment adviser representative of Bluepoint.  As an investment adviser, Bluepoint advises 

others on investing in securities in exchange for compensation.  Bluepoint through Hull 

recommended to all of Bluepoint’s individual clients that they invest in the Greenpoint Funds.  

Hull made these recommendations without regard for the individual investor’s needs and 

circumstances.  Hull recommended to the majority of Bluepoint’s individual clients that they invest 

all assets managed by Bluepoint in the Greenpoint Funds.   

40. Hull and, through him, Bluepoint made verbal false and misleading representations 

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to Bluepoint’s individual clients.  Hull falsely stated that investments in Greenpoint Tactical 

Income Fund (1) were safe, (2) would generate high returns, and (3) could be withdrawn as 

needed.  These were material misrepresentations and omissions by Hull and Bluepoint because the 

investments were not safe and the reported returns were inflated.  Furthermore, the investors’ funds 

could not be withdrawn as needed.  Redemption requests by investors have been delayed or 

unfulfilled, and when they are fulfilled, it is when funds are received from new investors.    

41. Hull also falsely represented to Bluepoint’s clients that Greenpoint Tactical Income 

Fund was actively selling minerals and often had arranged a sale of the mineral before the Fund 

even committed to purchase the mineral.  Greenpoint Tactical Income Fund did not often have 

sales arranged before even committing to a purchase.    

42. Bluepoint and Hull had ultimate authority over the referenced representations 

because Bluepoint is the investment advisory firm and Hull was the investment adviser for the 

investors and signed the investment management agreements as Bluepoint’s director. 

43. Hull convinced some investors to invest their entire life savings in the Greenpoint 

Funds.  These investors include people on fixed incomes, older individuals, and others for whom 

risky illiquid investments were not appropriate.  Hull also convinced the board of directors of a 

small public library to invest in the Greenpoint Funds. 

44. Hull and Bluepoint obtained money by means of the false statements and omissions 

because the investors paid 1% of assets under management to Bluepoint.  Hull received a portion 

of the management fees because he controls Bluepoint and co-owns it.    

B. Chrysalis, Greenpoint Management II, Hull, and Nohl Are Investment 
Advisers To Greenpoint Tactical Income Fund 
 

45. Greenpoint Tactical Income Fund is managed by two managing members, namely 

Chrysalis and Greenpoint Management II.  Chrysalis and Greenpoint Management II have received 

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and continue to receive management fees from Greenpoint Tactical Income Fund. 

46. Chrysalis is controlled and owned by Nohl.   

47. Greenpoint Management II is controlled by Hull and co-owned by Hull.   

48. Hull and Nohl jointly make investment decisions for Greenpoint Tactical Income 

Fund.  The investment decisions include, but are not limited to, determining whether Greenpoint 

Tactical Income Fund would purchase, hold, and sell securities in the form of distressed 

commercial notes and stocks and notes issued by private companies.  The Fund invested in such 

securities.        

49. Nohl is primarily responsible for operations of the Fund.  Hull is primarily 

responsible for dealing with investors in the Fund and locating new investors for the Fund.   

50. Because of their ownership of Chrysalis and Greenpoint Management II 

respectively, Nohl and Hull have received and continue to receive a portion of the management 

fees and incentive fees the Fund pays to Chrysalis and Greenpoint Management II as well as of 

other payments to other entities owned and controlled by Hull and Nohl.       

51. As Greenpoint Tactical Income Fund’s managing members, Chrysalis and 

Greenpoint Management II are investment advisers to Greenpoint Tactical Income Fund.  As 

owners of the managing member entities, Hull and Nohl are investment advisers to Greenpoint 

Tactical Income Fund.   

52. Hull is also an investment adviser to Greenpoint Tactical Income Fund because he 

effectively controls Greenpoint Management II.   

53. Nohl is also an investment adviser to Greenpoint Tactical Income Fund because he 

controls Chrysalis. 

54. Hull also received compensation from Greenpoint Tactical Income Fund in the 

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form of a $265,000 loan from the Fund on August 22, 2013 at a favorable interest rate.  Nohl also 

received compensation from Greenpoint Tactical Income Fund in the form of a purported $7,424 

origination and underwriting fee on the loan from the Fund to Hull.   

55. As an investment adviser to Greenpoint Tactical Income Fund, Hull owes fiduciary 

duties including the duty of loyalty to the Fund. 

56. As an investment adviser to Greenpoint Tactical Income Fund, Nohl owes fiduciary 

duties including the duty of loyalty to the Fund. 

57. Hull through Greenpoint Asset Management V, LLC is an investment adviser to 

Geenpoint Global Mittelstand Fund.  Hull through Greenpoint Asset Management IV, LLC is also 

an investment adviser to Greenpoint Fine Art Fund.  As an investment adviser to these funds, Hull 

owes fiduciary duties including the duty of loyalty to the funds. 

C. Greenpoint Tactical Income Fund Purchased Gems And Fine Minerals 

58. Between mid-2013 and early 2015, Nohl committed $21.9 million from the 

Greenpoint Tactical Income Fund to purchase gems and fine mineral specimens.  Thirty-eight of 

the specimens were purchased for at least $100,000 each.   

59. There are approximately 3,000 gems and minerals in the Fund’s collection.  Most 

of the reported value of the collection comes from approximately 30 specimens.  

 

 

 

 

 

 

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60. An example of a mineral in the collection is pictured below:   

 

61. The three most expensive specimens were purchased from a dealer (“Dealer 

Number 1”) for a combined price of $6.8 million.  The written contract with Dealer Number 1 

dated February 18, 2015 required the following installments to be paid: 

• $1,000,000 due now [February 18, 2015] 

• $1,450,000 due April 15, 2015 

• $1,450,000 due June 15, 2015 

• $1,450,000 due August 15, 2015 

• $1,450,000 due October 15, 2015. 

62. Greenpoint Tactical Income Fund through GP Rare Earth failed to make the 

required payments to Dealer Number 1.  After the Fund through GP Rare Earth made partial 

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payments, Dealer Number 1 delivered two of the three specimens to the Fund.  After the Fund 

through GP Rare Earth still had not fully paid Dealer Number 1, Dealer Number 1 threatened to 

sue.  The Fund then paid most of what it owed Dealer Number 1 plus a $500,000 late fee between 

December 2018 and February 2019.  The Fund did not take possession of the third piece, which is 

an emerald named the “Emperor,” until February 2019 after it paid most of what it owed.  The 

Fund still owes $100,000 to Dealer Number 1.      

63. Nohl created a false contract with Dealer Number 1.  The false contract is the same 

as the actual contract with Dealer Number 1, but has handwritten on it “time is not of the essence 

and all payments are best efforts.”  The false contract also has a signature on it.  Dealer Number 1 

did not sign the false contract.   

64. Nohl recorded large, unrealized gains on the three specimens even though the Fund 

through GP Rare Earth did not make the payments according to schedule; still has not completely 

paid for them; did not have possession of two of the pieces until months after the contract date; and 

did not have possession of the third specimen until February 2019.   

D. The Offerings For Greenpoint Tactical Income Fund 

1. The First Offering 

65. The Greenpoint Tactical Income Fund had its first offering from May 17, 2013 

through September 26, 2013.  The Fund reported that it raised approximately $9,250,000 through 

the sale of securities to investors during that period. 

2. The Second Offering And Second Confidential Investment Letter 

66. Hull, Nohl, Chrysalis, and Greenpoint Management II conducted the Second 

Offering for Greenpoint Tactical Income Fund from September 2013 through April 29, 2016 

(“Second Offering”).  The Fund represented to prospective investors and investors that it raised 

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$32,495,504.57 during the Second Offering.       

67. The primary offering document for the Second Offering was entitled “Confidential 

Investment Letter.”  The Confidential Investment Letter for the Second Offering (“Second 

Confidential Investment Letter”) was distributed to prospective investors and investors from 

September 2013 through at least April 29, 2016.       

68. For the Second Offering, the Fund sold securities to investors.  The Second 

Confidential Investment Letter states that the type of offering is “Class A Units at $25,000 per 

Unit.”   The Second Confidential Investment Letter states the units are securities and that “the 

offering is being made in reliance upon an exemption from registration under the Securities Act of 

1933 . . .”  An attachment to the Second Confidential Investment Letter entitled Exhibit K-

Subscription Agreement and Signature Page states, “THE SECURITIES REPRESENTED BY 

THIS INSTRUMENT . . .”     

69. The Second Confidential Investment Letter for Greenpoint Tactical Income Fund 

was drafted jointly by Hull and Nohl.  The Second Confidential Investment Letter was authored by 

Nohl as President of Chrysalis and Hull as Managing Director of Greenpoint Management II.    

70. Hull, Nohl, Chrysalis, and Greenpoint Management II manage Greenpoint Tactical 

Income Fund.  Hull, Nohl, Chrysalis, and Greenpoint Management II made the statements in the 

Second Confidential Investment Letter because they all had ultimate authority over the statements 

including the content and made the decision to make the statements.   

71. The Second Confidential Investment Letter states, “Chrysalis will be responsible 

for implementation of the Company’s strategy, identifying properties and assets for purchase, 

negotiating transactions, ensuring accurate reporting, cash flow management, and leverage 

management.”  

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72. The Second Confidential Investment Letter states that Greenpoint Management II 

“will be responsible for raising capital for the Company, handling investor relations, performance 

reporting, evaluating acquisitions and divestitures, managing risk and regulatory oversight.”     

73. The Second Confidential Investment Letter falsely and misleadingly represents to 

investors that “[f]unds will be used primarily [sic] acquisition of investments in three arenas: (1) 

distressed real estate assets, specifically in the petroleum, oil markets, but may also include 

multifamily and commercial markets; and (2) mining, minerals and precious stones; and (3) 

intellectual property.”  As of June 30, 2018, the gem and mineral collection represented 

approximately 52% of the Fund’s purported value, and a portfolio of debt and equity securities of 

private companies represented approximately 46% of the Fund’s purported value. 

74. The Second Confidential Investment Letter also falsely and misleadingly represents 

to investors that “[t]he Company’s goal is to achieve a high level of current income through 

purchases of distressed real estate notes and other assets of a distressed nature.”   To the contrary, 

the Fund’s holdings have been largely composed of non-income-generating assets and illiquid 

assets.      

75. The Second Confidential Investment Letter falsely and misleadingly represents to 

investors that “[f]urther the fund has made investments in the gem and mineral markets.  Many of 

these transactions are short term in nature and provide strong cash flow as well.”  The vast majority 

of the gem and mineral transactions were not short term in nature and did not provide strong cash 

flow.   

76. With respect to gems and minerals, the Second Confidential Investment Letter 

falsely and misleadingly represents to investors that “[t]he Company is working on a number of 

large acquisitions, in some cases entire collections from some of the most respected collectors in 

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the world.  The company will acquire these collections at a fraction of their current value . . . The 

global demand for world class specimens cannot be overstated.”  The Fund had no reasonable 

expectation of acquiring, and did not acquire, large acquisitions and entire collections at a fraction 

of their current value.        

77. The “Greenpoint Tactical Income Fund, LLC Business Plan” (“Business Plan”) was 

attached to the Second Confidential Investment Letter and distributed to potential investors and 

investors. 

78. The Business Plan falsely and misleadingly represents to investors “[d]emand for 

the finest mineral specimens is spreading like a wild-fire throughout the world and it is imperative 

to acquire these assets now before truly unique, utterly rare and beautiful things are locked up in 

private collections completely where they are nearly impossible to acquire. . . . The upper or tip-top 

of mineral specimens, those being represented by less than 0.0005% of total salable specimens by 

quality and size, are the most sound investment as possessors get whatever price they demand for 

the very best in existence and get the same without delay or negotiation.  It is truly a seller’s 

market.”  The Fund had no reasonable expectation of getting, and has not gotten, “whatever price 

they demand[ed]” “without delay or negotiation” in the sale of mineral specimens.   

79. The Business Plan also falsely and misleadingly represents to investors that “[t]he 

second stance includes an allocation of fund assets to serve as a revolving line upon which the fund 

will arbitrage mid-range minerals in rapid succession.  Typical returns of ‘fast-moving’ material 

(transactions within hours or days) realize returns of 10 – 30% but may, when purchased most 

advantageously, yield 100 – 300% IRR within 30 days of inception for each respective instance.”  

The Fund rarely, if ever, sold gems and minerals in “rapid succession,” in “fast-moving 

transactions” “within hours or days,” or for profits of 100-300% within 30 days of acquiring them.  

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80. The Business Plan additionally falsely and misleadingly represents to investors that  

“[b]y far the greatest returns on midlevel specimens can be realized through sales to collectors and 

dealers in China and other southeast Asian countries which currently exist in a non-contiguous 

bubble from American dealers (even at the very top).  The fund will seek to rapidly build a 

database of Chinese collectors and dealers to make pieces available where no other American 

dealer is doing business although it is the place of highest and most rapidly increasing demand.”  

The Fund never did any work to build a database of Chinese collectors and dealers.     

81. The Business Plan further falsely and misleadingly represents to investors that [t]o 

facilitate the trading and acquisition goals of this stance the Fund will, once cash flow supports it, 

open a small sorting and clearing house operation in the Milwaukee, Wisconsin area.  Contained 

within that space will be vaults for security, as well as a phone bank for deal coordination.”  The 

Fund never opened a sorting and clearing house.  The Fund never opened a phone bank for deal 

coordination. 

82. Exhibit E – Risk Factors, which was attached to the Second Confidential 

Investment Letter and distributed to potential investors, represents to potential investors that “[t]he 

Company’s financial statements have been internally prepared and audited by an external auditor 

subject to oversight by the Public Company Audit Oversight Board (PCAOB).” 

3. The Third Offering And Third Confidential Investment Letter    

83. Hull, Nohl, Chrysalis, and Greenpoint Management II conducted the Third Offering 

for Greenpoint Tactical Income Fund from May 1, 2016 through the present (“Third Offering”).  

During this period, the Fund has raised approximately $21,723,038.87.  Of that amount, $4.1 

million was raised from new and existing investors from July 1, 2018 to May 29, 2019.  Hull, 

Nohl, Chrysalis, and Greenpoint Management II continue to raise money for Greenpoint Tactical 

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Income Fund.       

84. The Confidential Investment Letter for the Third Offering has been distributed to 

prospective investors and investors from at least May 1, 2016 through the present (“Third 

Confidential Investment Letter”).   

85. For the Third Offering, Greenpoint Tactical Income Fund sold securities to 

investors.  The cover page to the Third Confidential Investment Letter states, “THE SECURITIES 

OFFERED HEREBY . . .”   

86. The Third Confidential Investment Letter is dated May 1, 2016. 

87. The Third Confidential Investment Letter for Greenpoint Tactical Income Fund was 

drafted jointly by Hull and Nohl.  The Third Confidential Investment Letter was authored by Nohl 

as President of Chrysalis and Hull as Managing Director of Greenpoint Management II.    

88. The cover page to The Third Confidential Investment Letter lists Nohl, President of 

Chrysalis, as a Manager.  The cover page also lists Hull, Managing Director of Greenpoint 

Management II, as a Manager.  

89. Hull, Nohl, Chrysalis, and Greenpoint Management II manage Greenpoint Tactical 

Income Fund.  Hull, Nohl, Chrysalis, and Greenpoint Management II made the statements in the 

Third Confidential Investment Letter because they all had ultimate authority over the statements 

including the content and made the decision to make the statements.   

90. The Third Confidential Investment Letter falsely and misleadingly represents to 

prospective investors and investors:  

Proceeds of the Offering will be used primarily for the acquisition of investments in 
the Company’s four asset categories: 1) purchasing real assets, possibly of a 
distressed nature, improving and then subsequently leasing or reselling them, 2) 
investing in private businesses that have either high net income or the potential for 
high net income, 3) advancing and/or lending money secured by purchase orders 
(known as production factoring) and/or participating in commercial lending of other 

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types of lending or debt transactions that are likely to produce net interest income, 
(4) acquiring rare minerals and precious gemstones.   
 

As of June 30, 2018, the gem and mineral collection was approximately 52% of the 

Fund’s purported value, and a portfolio of debt and equity securities of private 

companies, including a now-worthless position in Private Company 1, was approximately 

46% of the Fund’s purported value. 

91. The Third Confidential Investment Letter represents to investors that Chrysalis  

is specifically tasked with locating suitable investment opportunities that will lead 
to a return on investment for all Members.  Chrysalis is responsible for managing 
operational risks associated with the Company’s investment activities.  Chrysalis 
is also responsible for monitoring cash flow and identifying buyers for certain 
assets of the Company.    
 
92. The Third Confidential Investment Letter also represents to investors that 

Greenpoint Management II “is responsible for evaluating acquisitions and divestitures, managing 

risk for the Company, providing regulatory oversight and conducting performance reporting.”  

93. The Third Confidential Investment Letter falsely and misleadingly represents to 

prospective investors and investors “[t]he current $40MM evaluation on [Private Company 1] was 

set by [Private Company 1] prior to engagement with the [Fund] and by all calculations is well 

below the current value given contracts, approvals and opportunities realized by [Private Company 

1] in the last 6 months.”  “Contracts, approvals and opportunities realized by [Private Company 1] 

in the last 6 months” did not by all calculations show that a $40 million valuation of Private 

Company 1 was well below its current value.      

94. The Third Confidential Investment Letter falsely and misleadingly represents to 

prospective investors and investors “the [Fund] has made investments in the precious stone and 

very fine mineral markets and has amassed one of the top 5 collections of fine minerals in the 

world public or private according to numerous experts.  Many of these transactions are short term 

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in nature and provide cash flow as well.”  Few of the transactions were short term in nature and 

few, if any, provided significant cash flow.      

95. The Third Confidential Investment Letter falsely and misleadingly represents to 

prospective investors and investors that “[d]iscussions are underway to sell somewhere between 

$10MM and $30MM of the collection on a 3-7 year amortized terms to the most prominent dealer 

in the world who is New York City based.” The Third Confidential Investment Letter is dated May 

1, 2016.  As of May 1, 2016, Greenpoint Tactical Income Fund had no reasonable expectation of 

selling between $10 million to $30 million of minerals from its collection to one person.   

96. The Third Confidential Investment Letter falsely and misleadingly represents to 

prospective investors and investors that “[r]elationships have been developed to capitalize upon the 

Company’s well-developed catalogue for conversion to an internet sales format within the near 

future.”  The Fund’s collection was not converted to an internet sales format “within the near 

future.”  Significant pieces were never offered for sale in an internet sales format. 

97. The Third Confidential Investment Letter falsely and misleadingly represents to 

prospective investors and investors that “[a]ll of the [Fund’s] portfolio companies are exhibiting 

strong growth.”  As of the date of the Third Confidential Investment Letter, Private Company 1 

was not exhibiting strong growth.  Private Company 1’s actual 2015 revenues were approximately 

$3.98 million, and its net income was $100,000.  For the first quarter of 2016, Private Company 

1’s revenue was $84,990 and losses were $995,438.  Through the second quarter of 2016, Private 

Company 1’s revenue was $430,049 and losses were $1,361,719.     

98. The Third Confidential Investment Letter represents to prospective investors and 

investors that “[t]he Company’s financial statements have been internally prepared and audited by 

an external auditor subject to oversight by the Public Company Audit Oversight Board (PCAOB).”  

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The Third Confidential Investment Letter further represents to investors “[t]he financial statements 

attached hereto as Exhibit G . . . were prepared by the Managing Members.”    

99. “Exhibit C – Valuation of Assets” to the Third Confidential Investment Letter has 

been distributed to prospective investors and investors.  With respect to fine minerals, Exhibit C – 

Valuation of Assets represents to investors “[n]o other business other than the business of 

appraising may be entered with the respective appraisers.” 

E. The Managers Have Charged The Fund $13.71 Million in Fees Based On 
Fictitious Gains 
 

100. Greenpoint Tactical Income Fund has paid and continues to pay Chrysalis and 

Greenpoint Management II each a management fee equal to 1% of assets under management, for a 

total of 2% of assets under management.  The management fees are paid quarterly based on the net 

asset value determined for each respective quarter.  The net asset value includes unrealized gains.    

101. As owners of Chrysalis and Greenpoint Management II, Nohl and Hull respectively 

received and continue to receive a portion of these fees. 

102. Greenpoint Tactical Income Fund has reimbursed and continues to reimburse 

Chrysalis and Greenpoint Management II for out-of-pocket expenses.   

103. The Fund also pays Chrysalis and Greenpoint Management II incentive fees of 30% 

of the Fund’s profits, which are calculated on both realized and unrealized gains. 

104. In addition, Bluepoint charged its individual clients a fee which was typically 1% of 

assets under management.  This fee arrangement concluded at the end of 2017.  On January 1, 

2018, the managers of Greenpoint Tactical Income Fund retained a new entity, H Informatics LLC, 

which also uses the name H Family Office, to purportedly provide information to the Fund’s 

investors.  The Fund has paid and continues to pay H Informatics a fee of 0.85% of net assets.  H 

Informatics is owned by Hull and an investor in the Fund (“Investor Number 1”).  This fee and 

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ownership of H Informatics by Hull and an investor have not been disclosed to the investors.     

105. The H Informatics contract was approved by Nohl and another investor in the Fund 

(“Investor Number 2”).  Investor Number 2 was designated as Greenpoint Tactical Income Fund’s 

“Conflicts Committee Chair.”  Investor Number 2 is also the father of Investor Number 1. 

106.   Hull and Nohl own Alt Asset Portfolio Services.  Until approximately the 

beginning of March 2019 the accountant for Greenpoint Tactical Income Fund was employed by 

Alt Asset Portfolio Services.  Hull and Nohl through Alt Asset Portfolio Services charged the Fund 

approximately $100,000 more than the accountant received in compensation.  In 2016, 2017, and 

2018, Hull and Nohl together through Alt Asset Portfolio Services pocketed the approximately 

$100,000 over the accountant’s compensation that Alt Asset Portfolio Services charged the Fund.  

Chrysalis, Greenpoint Management II, Hull, and Nohl did not disclose to investors that the Fund 

was paying $100,000 in excess of the accountant’s salary or that Hull and Nohl pocketed the 

$100,000.   

107. Since the inception of the Fund, Greenpoint Tactical Income Fund has paid 

approximately $14.5 million in fees and redemptions to entities controlled or owned by Hull or 

Nohl, including Chrysalis, Greenpoint Management II, H Informatics, and Alt Asset Portfolio 

Services.   

 

 

 

 

 

 

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108. From April 29, 2014 to approximately March 12, 2019, over $13.7 million has been 

paid to entities controlled or owned by Hull or Nohl, including Chrysalis, Greenpoint Management 

II, Bluepoint, H Informatics, and Alt Asset Portfolio Services.  A table of the fees is below: 

ENTITY FEES AND 
PAYMENTS 

Chrysalis Financial $5,455,027 
 

Greenpoint Asset Management II 
 

$5,898,747 
 

Bluepoint Investment Counsel 
 

$1,772,155 
 

Alt Asset Portfolio Services 
 

$384,977 
 

H Family Office & H Informatics 
 

$199,171 
 

 

109. Almost all of the money Greenpoint Tactical Income Fund paid to Hull, Nohl, 

Chrysalis, Greenpoint Management II, and H Informatics came from funds invested by investors 

because less than 5% of the Fund’s returns were realized gains providing cash income for the 

Fund.  

110. Greenpoint Tactical Income Fund has two classes of shares.  All investors are 

issued Unit A shares.  Chrysalis and Greenpoint Management II have contributed almost no capital 

to the Fund.  Despite this, Chrysalis and Greenpoint Management II own 30% of the Fund in the 

form of Unit B shares.  When new Unit A shares are issued upon the receipt of investor funds, 

Chrysalis and Greenpoint Management II are simultaneously issued Unit B shares.  The ratio of 

Unit A shares to Unit B shares is maintained at 70 to 30 regardless of investments and 

redemptions.   

111. By virtue of the ownership of Unit B shares, Chrysalis and Greenpoint 

Management II share in 30% of the profits.  The managers have monetized those gains by 

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redeeming funds from the capital accounts associated with those Unit B shares.  Chrysalis and 

Greenpoint Management II have taken redemptions from the Unit B capital accounts.  They have 

not taken redemptions since 2016 because Greenpoint Tactical Income Fund has not had adequate 

liquidity.           

112. As of June 30, 2018, the combined reported value of the capital accounts associated 

with the outstanding Unit B shares held by Chrysalis, which is controlled by Nohl, and Greenpoint 

Management II, which is controlled by Hull, was $30.0 million. 

F. Greenpoint Tactical Income Fund’s Financial Statements 

1. Greenpoint Tactical Income Fund’s Financial Statements for the Year 
Ended December 31, 2015 
 

113. On July 29, 2016, the Independent Auditor’s Report was issued.  The Fund’s 

auditor audited the financial statements of Greenpoint Tactical Income Fund which consists of “the 

statement of assets and liabilities, including the schedule of investment as of December 31, 2015, 

and the related statements of operations, changes in members’ capital, and cash flows for the 

period February 6, 2013 through December 31, 2015, and the related notes to the financial 

statements.” 

114. The July 29, 2016 Audit Report was distributed to investors in the Greenpoint 

Tactical Income Fund. 

115. The July 29, 2016 Audit Report states, “[m]anagement is responsible for the 

preparation and fair presentation of these financial statements in accordance with accounting 

principles generally accepted in the United States of America; this includes the design, 

implementation, and maintenance of internal control relevant to the preparation and fair 

presentation of financial statements that are free from material misstatement, whether due to fraud 

or error.” 

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116. The Schedule of Operations for the period February 6, 2013 through December 31, 

2015 reported realized gain on investments of $310,035.  It reported net unrealized appreciation on 

investments of $43,179,994.  It reported management fees of $1,821,381; professional fees of 

$271,180; and other expenses of $292,605.         

117. Note 3 to the Financial Statements for the period ended December 31, 2015 falsely 

states: 

Fine minerals and gems are valued using third party appraisals based on underlying 
market driven events. . . . Observable data is generally available at market driven 
sales shows and special events typically in the first quarter of each year.  These 
events provide public and semi-public transactions that utilized in development 
estimates of fair value for the portfolio of the Fund.  The valuations of these 
investments are further evaluated throughout the year and as of the reporting date 
based on other market data available, generally the Fund’s own transactions or 
semi-public information used by appraisal experts of large scale market 
participants.      
 
118. “Note 5 – Management Fee and Related Parties” to the Financial Statements for the 

period ended December 31, 2015 states in its entirety: 

The Fund pays an annual management fee, payable in quarterly installments, one 
percent (1%) of assets under management (“AUM”) to each of the General 
Members.  All reasonable and customary out-of-pocket expenses incurred by the 
General Members in connection with the Fund’s business will be paid by the Fund 
or reimbursed to the General Members by the Fund. 
 
119. No mention is made in Note 5 of the loans between the Fund and related parties or 

the material terms of such loans. 

2. Greenpoint Tactical Income Fund’s Financial Statements for the Year 
Ended December 31, 2016 

 
120. On July 14, 2017, the Independent Auditor’s Report for the period ended December 

31, 2016 was issued.  The auditor audited the financial statements of Greenpoint Tactical Income 

Fund which consist of “the statement of assets and liabilities, including the schedule of investment 

as of December 31, 2016, and the related statements of operations, changes in members’ capital, 

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and cash flows for the year then ended, and the related notes to the financial statements.” 

121. The July 14, 2017 Audit Report was distributed to investors in the Greenpoint 

Tactical Income Fund. 

122. The July 14, 2017 Audit Report states “[m]anagement is responsible for the 

preparation and fair presentation of these financial statements in accordance with accounting 

principles generally accepted in the United States of America; this includes the design, 

implementation, and maintenance of internal control relevant to the preparation and fair 

presentation of financial statements that are free from material misstatement, whether due to fraud 

or error.” 

123. The Schedule of Operations as of and for the year ended December 31, 2016 

reported realized gain on investments of $0.  It reported net unrealized appreciation on investments 

of $24,132,862.  It reported management fees of $1,627,957; professional fees of $789,860; 

interest expense of $329,965; and other expenses of $92,306. 

124. Note 3 to the Financial Statements for the period ended December 31, 2016 falsely 

states: 

Fine minerals and gems are valued using third party appraisals based on underlying 
market driven events. . . . Observable data is generally available at market driven 
sales shows and special events.  These events provide public and semi-public 
transactions that utilized in development estimates of fair value for the portfolio of 
the Fund.  The valuations of these investments are further evaluated throughout the 
year and as of the reporting date based on other market data available, generally the 
Fund’s own transactions or semi-public information used by appraisal experts of 
large scale market participants. 
 
125. “Note 5 – Management Fee and Related Parties” to the Financial Statements for the 

period ended December 31, 2016 states in its entirety: 

The Fund pays an annual management fee, payable in quarterly installments, one 
percent (1%) of assets under management (“AUM”) to each of the General 
Members.  All reasonable and customary out-of-pocket expenses incurred by the 

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General Members in connection with the Fund’s business will be paid by the Fund 
or reimbursed to the General Members by the Fund. 
 
The Fund has $1,025,000 in outstanding notes payable to Greenpoint Global 
Mittelstand Fund I LLC, a separate investment fund managed by one of the General 
Members. 
 
126. No mention is made in Note 5 of the material terms of the loans from Greenpoint 

Global Mittelstand Fund or of the loans between the Fund and other related parties or the material 

terms of such loans. 

3. Greenpoint Tactical Income Fund’s Unaudited Financial Statements 
for the First Quarter of 2017  

 
127. Greenpoint Tactical Income Fund’s financial statements for the year ended 

December 31, 2017 have not been audited.   

128. The Accountant’s Compilation Report for the quarter ended March 31, 2017 is 

dated August 10, 2017 (“First Quarter 2017 Unaudited Financials”).  The First Quarter 2017 

Unaudited Financials state that “[m]anagement is responsible for the accompanying financial 

statements of Greenpoint Tactical Income Fund LLC  . . . which is comprised of the balance sheet 

as of March 31, 2017, and the related statement of operations for the quarter then ended and 

calendar year to date, and the statement of changes in members’ equity (net asset value) for the 

quarter then ended in accordance with accounting principles generally accepted in the United 

States of America.”    

129. The First Quarter 2017 Unaudited Financials also state that “[m]anagement has 

elected to omit substantially all of the disclosures and the statement of cash flows required by 

accounting principles generally accepted in the United States of America.”    

130. The Statement of Operations for the quarter ended March 31, 2017 reports net 

realized gain from investments of $0.  It reports management fees to managing members of 

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$434,904.50; professional fees of $166,104.43; operating expenses of $52,870.49; and net loss on 

investments of $500,143.91. 

4. Greenpoint Tactical Income Fund’s Unaudited Financial Statements 
for the Second Quarter of 2017  

 
131. The Accountant’s Compilation Report for the quarter ended June 30, 2017 is dated 

October 24, 2017 (“Second Quarter 2017 Unaudited Financials”).  The Second Quarter 2017 

Unaudited Financials state that “[m]anagement is responsible for the accompanying financial 

statements of Greenpoint Tactical Income Fund LLC . . . which is comprised of the balance sheet 

as of June 30, 2017, and the related statement of operations for the quarter then ended and calendar 

year to date, and the statement of changes in members’ equity (net asset value) for the quarter then 

ended in accordance with accounting principles generally accepted in the United States of 

America.”    

132. The Second Quarter 2017 Unaudited Financials also state that “[m]anagement has 

elected to omit substantially all of the disclosures and the statement of cash flows required by 

accounting principles generally accepted in the United States of America.”    

133. The Statement of Operations for the quarter ended June 30, 2017 reports net 

realized gain from investments of $0.  It reports management fees to managing members of 

$433,755.73; professional fees of $570,762.23; and operating expenses of $19,341.89.  

5. Greenpoint Tactical Income Fund’s Unaudited Financial Statements 
for the Third Quarter of 2017  

 
134. The Accountant’s Compilation Report for the quarter ended September 30, 2017 is 

dated March 2, 2018 (“Third Quarter 2017 Unaudited Financials”).  The Third Quarter 2017 

Unaudited Financials state that “[m]anagement is responsible for the accompanying financial 

statements of Greenpoint Tactical Income Fund LLC . . . which is comprised of the balance sheet 

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as of September 30, 2017, and the related statement of operations for the quarter then ended and 

calendar year to date, and the statement of changes in members’ equity (net asset value) for the 

quarter then ended in accordance with accounting principles generally accepted in the United 

States of America.”    

135. The Third Quarter 2017 Unaudited Financials also state that “[m]anagement has 

elected to omit substantially all of the disclosures and the statement of cash flows required by 

accounting principles generally accepted in the United States of America.”    

136. The Statement of Operations for the quarter ended September 30, 2017 reports net 

realized gain from investments of $0.  It reports management fees to managing members of 

$417,584.43; professional fees of $79,800.19; and operating expenses of $8,797.57.  

6. Greenpoint Tactical Income Fund’s Unaudited Financial Statements 
for the Fourth Quarter of 2017  
 

137. The Accountant’s Compilation Report for the quarter ended December 31, 2017 is 

dated March 13, 2018 (“Fourth Quarter 2017 Unaudited Financials”).  The Fourth Quarter 2017 

Unaudited Financials state that “[m]anagement is responsible for the accompanying financial 

statements of Greenpoint Tactical Income Fund LLC . . . which is comprised of the balance sheet 

as of December 31, 2017, and the related statement of operations for the quarter then ended and 

calendar year to date, and the statement of changes in members’ equity (net asset value) for the 

quarter then ended in accordance with accounting principles generally accepted in the United 

States of America.”    

138. The Fourth Quarter 2017 Unaudited Financials also state that “[m]anagement has 

elected to omit substantially all of the disclosures and the statement of cash flows required by 

accounting principles generally accepted in the United States of America.”    

139. The Statement of Operations for the quarter ended December 31, 2017 reports net 

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realized gain from investments of $0.  It reports management fees to managing members of 

$425,493.64; professional fees of $188,880.30; and operating expenses of $10,987.59.  

7. Greenpoint Tactical Income Fund’s Unaudited Financial Statements 
for the First Quarter of 2018  

 
140. Greenpoint Tactical Income Fund’s financial statements for the year ended 

December 31, 2018 have not been audited.   

141. The Fund’s most recent unaudited financial statements are for the quarter ending 

June 30, 2018. 

142. The Accountant’s Compilation Report for the quarter ended March 31, 2018 is 

dated August 21, 2018 (“First Quarter 2018 Unaudited Financials”).  The First Quarter 2018 

Unaudited Financials state that “[m]anagement is responsible for the accompanying financial 

statements of Greenpoint Tactical Income Fund LLC  . . . which is comprised of the balance sheet 

as of March 31, 2018, and the related statement of operations for the quarter then ended and 

calendar year to date, and the statement of changes in members’ equity (net asset value) for the 

quarter then ended in accordance with accounting principles generally accepted in the United 

States of America.”    

143. The First Quarter 2018 Unaudited Financials also state that “[m]anagement has 

elected to omit substantially all of the disclosures and the statement of cash flows required by 

accounting principles generally accepted in the United States of America.”    

144. The Statement of Operations for the quarter ended March 31, 2018 reports net 

realized gain from investments of $0.  The Statement of Operations reports management fees to 

managing members of $483,347.32; professional fees of $250,647.02; H Informatics fee of 

$203,931.31; and operating expenses of $35,907.35.  It also reports unrealized gains from 

investments of $18,525,689.44.  

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8. Greenpoint Tactical Income Fund’s Unaudited Financial Statements 
for the Second Quarter of 2018  

 
145. The Accountant’s Compilation Report for the quarter ended June 30, 2018 is dated 

August 22, 2018 (“Second Quarter 2018 Unaudited Financials”).  The Second Quarter 2018 

Unaudited Financials state that “[m]anagement is responsible for the accompanying financial 

statements of Greenpoint Tactical Income Fund LLC  . . . which is comprised of the balance sheet 

as of June 30, 2018, and the related statement of operations for the quarter then ended and calendar 

year to date, and the statement of changes in members’ equity (net asset value) for the quarter then 

ended in accordance with accounting principles generally accepted in the United States of 

America.”    

146. The Second Quarter 2018 Unaudited Financials also state that “[m]anagement has 

elected to omit substantially all of the disclosures and the statement of cash flows required by 

accounting principles generally accepted in the United States of America.”    

147. The Statement of Operations for the quarter ended June 30, 2018 reports net 

realized gain from investments of $0.  It also reports change in unrealized gains of $8,338,707.23.  

The Statement of Operations reports management fees to managing members of $512,771.23; 

professional fees of $189,839.36; H Informatics fee of $216,354.62; and operating expenses of 

$3,655.19. 

148. The Defendants have not provided the investors with any financial statements after 

the second quarter of 2018. 

G. Hull and Nohl Engaged In Self-Dealing And Did Not Disclose Related Party 
Transactions And Conflicts Of Interest To The Fund’s Investors Or To The 
Fund’s Auditor  
 

149. Hull and Nohl engaged in extensive undisclosed self-dealing that enriched them 

and their entities.  Hull and Nohl received millions of dollars of investor funds but did not disclose 

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to the investors in the Fund their conflicts of interest and related party transactions in either the 

Confidential Investment Letters, financial statements, or other offering materials.   

150. By engaging in the below described related party transactions and conflicts of 

interest Hull, Nohl, Chrysalis, and Greenpoint Management II breached their fiduciary duties to 

Greenpoint Tactical Income Fund.  Hull also breached his fiduciary duties to Greenpoint 

Mittelstand Fund and Greenpoint Fine Art Fund.  

1. Nohl Approved a Loan of Investor Funds to Hull and Hull Approved a 
Commission Fee Arrangement For Nohl 

 
151. On or about July 30, 2013, Greenpoint Fine Art Fund purchased a painting with 

investor funds.  Nohl had a commission agreement with the sellers.  Nohl was paid a $580,000 

commission, which was 20% of the amount Greenpoint Fine Art Fund paid for the painting.  Nohl 

then gave $200,000 of the commission to Bluepoint, which is controlled and co-owned by Hull.  

Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose this commission agreement 

to the investors in Greenpoint Fine Art Fund, the investors in Greenpoint Tactical Income Fund, or 

the Fund’s auditor.      

152. On August 22, 2013, Hull borrowed $265,000 of investor funds from Greenpoint 

Tactical Income Fund.  The loan was repayable over five years.  It was repaid in late 2018, 

primarily with a credit against Greenpoint Management II’s fees.  Nohl approved the loan on 

behalf of the Fund.  Nohl, through one of his entities, was paid $7,424 from investor funds as an 

origination and underwriting fee on the loan to Hull.  Neither this loan to Hull nor Nohl’s $7,424 

origination and underwriting fee was disclosed to the investors. 

153. On August 22, 2013, the same day that Nohl approved the $265,000 loan to Hull, 

Hull signed an agreement entitled Finder’s Fee Agreement for Greenpoint Fine Art Fund to pay 

Nohl a finder’s fee for locating artwork that is purchased by and then resold by Greenpoint Fine 

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Art Fund.  Under that agreement, Nohl receives 20% of any profits Greenpoint Fine Art Fund 

makes on the sale of any painting that Nohl found for Greenpoint Fine Art Fund.  This 20% 

commission is in addition to the $580,000 commission Nohl received for the painting the 

Greenpoint Fine Art Fund purchased on July 30, 2013.  Hull, Nohl, Chrysalis, and Greenpoint 

Management II did not disclose this commission agreement to the investors or the Fund’s auditor.  

Neither the $265,000 loan to Hull nor the Finder’s Fee Agreement for Nohl are disclosed in the 

July 29, 2016 Audit Report despite the transactions taking place during the February 6, 2013 

through December 31, 2015 period covered by the July 29, 2016 Audit Report.       

2. Hull and Nohl Loaned Money to the Fund and Charged Exorbitant 
Interest Rates Without Disclosure to the Investors  

 
154. Greenpoint Tactical Income Fund often did not have sufficient cash to pay all of its 

obligations.  Whenever cash was available Chrysalis and Greenpoint Management II, through Nohl 

and Hull, respectively, paid themselves management and other fees.   

155. On numerous occasions the Fund was behind on investment commitments 

including payments due on the Emperor emerald and money that was due to be invested in Private 

Company 1.  When the Fund had not received funds from new investors, Hull and Nohl loaned 

money to the Fund and charged the Fund high interest rates.  The effective annual percentage rate 

on several of these loans exceeded 100%.   

156. On November 7, 2016, Nohl loaned Greenpoint Tactical Income Fund $100,000.  

The Fund repaid the loan on November 18, 2016.  Nohl received interest of $7,500 for this 11-day 

loan to the Fund he co-manages.  The effective annual percentage rate on this loan was 249%.  

Hull signed the loan agreement as the manager of the Greenpoint Tactical Income Fund.  Hull, 

Nohl, Chrysalis, and Greenpoint Management II did not disclose this loan, its terms, amount, and 

interest rate to the investors or the Fund’s auditor. 

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157.    On November 23, 2016, Hull loaned Greenpoint Tactical Income Fund $25,000.  

The Fund repaid the loan on December 22, 2016.  The Fund paid Hull interest of $1,500 for this 

29-day loan to the Fund he co-manages.  The effective annual percentage rate on this loan was 

76%.  Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose this loan, its terms, 

amount, and interest rate to the investors or the Fund’s auditor.  Hull loaned money to Greenpoint 

Tactical Income Fund at a higher interest rate than he was paying on a personal loan he took from 

the Fund at a time when he had not repaid the loan to the Fund.  The annual percentage rate Hull 

was paying to the Fund was 14% while Hull charged the Fund a 76% annual percentage rate.    

158. On December 7, 2016, Nohl loaned Greenpoint Tactical Income Fund $105,000.  

The Fund repaid the loan on December 22, 2016.  The Fund paid Nohl interest of $15,000 for this 

15-day loan to the Fund he co-manages.  The effective annual percentage rate on this loan was 

348%.  Hull signed the loan agreement as the manager of Greenpoint Tactical Income Fund.  Hull, 

Nohl, Chrysalis, and Greenpoint Management II did not disclose this loan, its terms, amount, and 

interest rate to the investors or the Fund’s auditor. 

159. On December 1, 2017, Nohl loaned Greenpoint Tactical Income Fund $100,000.  

The Fund repaid the loan on December 11, 2017.  The Fund paid Nohl interest of $2,867 for this 

10-day loan to the Fund he co-manages.  The effective annual percentage rate on this loan was 

104%.  Hull signed the loan agreement as the manager of the Greenpoint Tactical Income Fund.  

Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose this loan, its terms, amount, 

and interest rate to the investors.  The Fund has not had its financial statements for 2017 audited. 

160. On March 26, 2018, Nohl and his wife loaned Greenpoint Tactical Income Fund 

$150,000.  The Fund repaid the loan on April 18, 2018.  Nohl charged the Fund interest of $1,000 

for this 23-day loan to the Fund that he co-manages.  The effective annual percentage rate on this 

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loan was 11%.  Hull signed the loan agreement as the manager of Greenpoint Tactical Income 

Fund.  Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose this loan, its terms, 

amount, and interest rate to the investors.  The Fund has not had its financial statements for 2018 

audited. 

161. On June 29, 2018, Chrysalis loaned Greenpoint Tactical Income Fund $120,000.  

The Fund repaid the loan on October 24, 2018.  Chrysalis charged the Fund interest of $12,905.66 

for this 117-day loan to the Fund it co-manages.  The effective annual percentage rate on this loan 

was 34%.  Hull signed the loan agreement as the manager of Greenpoint Tactical Income Fund.  

Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose this loan, its terms, amount, 

and interest rate to the investors. 

162. On July 25, 2018, Nohl loaned Greenpoint Tactical Income Fund $18,250.  The 

Fund repaid the loan on October 2, 2018.  Nohl charged the Fund interest of $2,500 for this 69-day 

loan to the Fund that he co-manages.  The effective annual percentage rate on this loan was 72%.  

Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose this loan, its terms, amount, 

and interest rate to the investors. 

163. On July 25, 2018, Nohl loaned Greenpoint Tactical Income Fund approximately 

$38,000 to $40,000.  The Fund repaid the loan on October 2, 2018.  Nohl charged the Fund interest 

of $5,459.81 to $7,459.81 for this 69-day loan to the Fund that he co-manages.  The effective 

annual percentage rate on this loan was 72% to 104%.  Hull, Nohl, Chrysalis, and Greenpoint 

Management II did not disclose this loan and interest rate to the investors. 

 

 

 

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164. This chart summarizes the undisclosed loans from managers to the Fund: 

Date Manager 
Lender 

Loan 
Amount 

Repayment 
Date (Term) 

Interest Paid 
to Manager  

Effective 
APR 

11/7/16 Nohl $100,000 11/18/16 
(11 days) 

$7,500 249% 

11/23/16 Hull $25,000 12/22/16 
(29 days) 

$1,500 76% 

12/7/16 Nohl $105,000 12/22/16 
(15 days) 

$15,000 348% 

12/1/17 Nohl $100,000 12/11/17 
(10 days) 

$2,867 104% 

3/26/18 Nohl $150,000 4/18/18 
(23 days) 

$1,000 11% 

6/29/18 Chrysalis  $120,000 10/24/18 
(117 days) 

$12,905.66 34% 

7/25/18 Nohl $18,250 10/2/18 
(69 days) 

$2,500 72% 

7/25/18 Nohl $38,000 to 
$40,000  

10/2/18  
(69 days) 

$5,459.81 - 
$7,459.81 

 

72% to 104% 
 

 

3. Hull and Nohl Caused the Fund to Borrow Money from Another 
Greenpoint Fund at High Interest Rates Without Adequate Disclosure 
to Investors 

 
165. Hull and Nohl caused Greenpoint Tactical Income Fund to borrow money from 

other Greenpoint Funds.   

166. On or about December 23, 2015, an investor invested $400,000 in Greenpoint 

Global Mittelstand Fund.  On or about December 28, 2015 another investor invested $500,000 in 

Greenpoint Global Mittelstand Fund.   

167. On or about January 19, 2016, the Fund borrowed $750,000 from Greenpoint 

Global Mittelstand Fund.  Hull was a manager of the Greenpoint Global Mittelstand Fund.  The 

loan was due on February 29, 2016.  The amount of interest to be paid was $50,000.  On or about 

February 29, 2016, the due date was extended to July 31, 2016.  On or about July 31, 2016, the due 

date was extended to November 30, 2016.  On or about November 30, 2016, the due date was 

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extended to May 31, 2017.  Hull signed the loan agreements and extensions on behalf of 

Greenpoint Global Mittelstand Fund.  Nohl signed the loan agreements and extensions on behalf of 

Greenpoint Tactical Income Fund.  Hull, Nohl, Chrysalis, and Greenpoint Management II did not 

adequately disclose this loan, its terms, and the extensions to the Greenpoint Tactical Income Fund 

investors or the Fund’s auditor.   

168. Hull did not disclose to the two investors in Greenpoint Global Mittelstand Fund 

that their funds would be loaned to Greenpoint Tactical Income Fund.  

169. Hull made this $750,000 loan without the consent or approval of all of the 

managers of Greenpoint Global Mittelstand Fund.  This $750,000 loan to Greenpoint Tactical 

Income Fund was contrary to Greenpoint Global Mittelstand Fund’s stated investment strategy of 

investing in Korean companies.  

170. On or about September 14, 2016, the Fund borrowed an additional $275,000 from 

Greenpoint Global Mittelstand Fund.  Hull was a manager of the Greenpoint Global Mittelstand 

Fund.  The loan was due on October 31, 2016.  The amount of interest to be paid was $10,000.  On 

or about October 31, 2016, the due date of the loan was extended to November 30, 2016.  On or 

about November 30, 2016, the due date of the loan was extended to May 31, 2017.  Hull signed the 

loan agreements and extensions on behalf of Greenpoint Global Mittelstand Fund.  Nohl signed the 

loan agreements and extensions on behalf of Greenpoint Tactical Income Fund.  Hull, Nohl, 

Chrysalis, and Greenpoint Management II did not adequately disclose this loan, its terms, and the 

extensions to the Greenpoint Tactical Income Fund investors or the Fund’s auditor. 

171. On February 24, 2017, Greenpoint Tactical Income Fund made a partial payment 

on the loans of $100,000 to Greenpoint Global Mittelstand Fund.   

172. On May 31, 2017, Hull on behalf of Greenpoint Global Mittelstand Fund and Nohl 

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on behalf of Greenpoint Tactical Income Fund entered into an agreement to create a third loan in 

the amount of $995,000 to ostensibly pay off the $750,000 loan and $275,000 loan.  However, 

Greenpoint Tactical Income Fund did not pay $995,000 to Greenpoint Global Mittelstand Fund.  

The $995,000 includes the $935,000 that was still due on the $750,000 and $275,000 loans plus 

interest of $60,000.  This third loan and the fact that the original two loans in the amounts 

$750,000 and $275,000 had not been paid by the due dates were not disclosed to the investors. 

173.  Greenpoint Tactical Income Fund eventually repaid the loans on or about 

November 20, 2018.  The $750,000 loan was originally due on February 29, 2016 and thus was 

finally paid more than two years and eight months after it was due.  The $275,000 loan was 

originally due on October 31, 2016 and thus was finally paid more than two years after it was due.     

4. Hull and Nohl Caused the Fund to Borrow Money from Certain 
Investors Without Disclosure to Other Investors 
 

174. On April 14, 2016, Investor Number 2 loaned the Fund $1,000,000.  Investor 

Number 2 charged the Fund $100,000 in interest.  The loan was to be repaid in three months.  The 

effective annual percentage rate on this loan was supposed to be 40%.  However, on July 1, 2016, 

the loan and interest were converted to $1,100,000 in equity.  Hull, Nohl, Chrysalis, and 

Greenpoint Management II did not disclose this loan, its terms, interest rate, or its eventual 

conversion to equity to the investors or the Fund’s auditor. 

175. On December 7, 2016, Investor Number 2 loaned the Fund $250,000.  The Fund 

repaid the loan on January 6, 2017.  The Fund paid $30,000 in interest for this 30-day loan.  The 

effective annual percentage rate on this loan was 146%.   Hull and Nohl signed the loan agreement 

as managers of the Fund.  Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose 

this loan, its terms, and interest rate to the investors or the Fund’s auditor. 

176. On February 10, 2017, Investor Number 2 loaned the Fund $250,000.  The loan 

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was due to be repaid on April 17, 2017 with $50,000 in interest.  On April 17, 2017, the Fund and 

Investor Number 2 extended the due date of the loan to June 19, 2017.  Hull signed the loan 

agreement and extensions as manager of the Fund.  On June 19, 2017, the due date of the loan was 

again extended until September 30, 2017 in exchange for a $25,000 interest payment.  Investor 

Number 2 then gifted the $25,000 to his son, who is Investor Number 1.  Investor Number 1 then 

directed the Fund to pay the $25,000 to one of Nohl’s entities in exchange for a diamond for an 

engagement ring.  Nohl wrote a check to his entity from Greenpoint Tactical Income Fund’s bank 

account thus using investor funds to repay a personal debt Investor Number 1 owed to Nohl’s 

entity. 

177. On September 30, 2017, the due date of the loan was again extended.  The Fund 

finally repaid the loan on November 30, 2018.  Thus, the term of the loan including the extensions 

was 658 days. The Fund paid $100,000 in interest for a 658-day loan from an investor, of which 

$25,000 was paid to Nohl’s entity.  Hull, Nohl, Chrysalis, and Greenpoint Management II did not 

disclose to the investors this loan, its terms, its interest rate, the extensions of the due date, that 

$25,000 was paid to extend the loan, or that $25,000 went to Nohl’s entity. 

5. Nohl’s and Hull’s Entities Have Engaged in Transactions with the 
Fund That Were Not Disclosed to Investors 

 
178. Nohl has and continues to own and operate his own gem and mineral business 

while managing Greenpoint Tactical Income Fund, which also buys and sells gems and minerals.  

Nohl’s gem and mineral business has engaged in transactions with GP Rare Earth, which is the 

wholly-owned subsidiary of Greenpoint Tactical Income Fund that holds the Fund’s gems and 

minerals.  On June 25, 2014, an entity owned by Nohl purchased 14 minerals from the Fund for 

$93,671.  On October 11, 2016, GP Rare Earth gave Chrysalis a mineral in exchange for a credit of 

$12,110 against Chrysalis’ management fees.  On February 23, 2018, GP Rare Earth and Nohl’s 

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entity engaged in another mineral transaction.  On May 23, 2018, GP Rare Earth gave Nohl’s 

entity two minerals in exchange for a $4,750 credit.  Hull, Nohl, Chrysalis, and Greenpoint 

Management II did not disclose these transactions to the investors or the Fund’s auditor. 

179. On September 15, 2014, an entity co-owned by Hull acquired a piano from 

Greenpoint Tactical Income Fund for $58,000.  On September 22, 2014, an entity co-owned by 

Hull purchased a sapphire from GP Rare Earth for $58,000.  The piano went to Hull’s residence.  

The sapphire was put into jewelry that Hull’s wife wears.  Hull, Nohl, Chrysalis, and Greenpoint 

Management II did not disclose these transactions to the investors or the Fund’s auditor. 

H. Hull And Nohl Improperly Increased The Value Of Some Of The Minerals 
And Acted In Violation Of Greenpoint Tactical Income Fund’s Operating 
Agreements 

 
1. The Fund Was Obligated to Value the Gems and Minerals at the 

Purchase Price During the Year the Fund Acquired Them 
 

180. The Amended and Restated Operating Agreement of Greenpoint Tactical Income 

Fund, LLC (“Amended Operating Agreement”) became effective on November 7, 2013.  It was 

effective until January 1, 2016. 

181. The Amended Operating Agreement defines Fair Market Value as “the value of 

non-current assets determined by appraisal.  Provided, however, the value of any assets shall be its 

purchase price for the year within which it is acquired.” 

2. Hull and Nohl Reported to the Investors Higher Values Than the 
Purchase Prices 
 

182. Hull and Nohl as managers of the Fund repeatedly violated Greenpoint Tactical 

Income Fund’s Amended Operating Agreement’s requirement that the Fund value its gems and 

minerals at cost during the year the Fund acquired them.  Hull and Nohl had 22 of the minerals that 

the Fund purchased in 2014 appraised in 2014 rather than being valued at the purchase prices as 

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required by the Amended Operating Agreement.  The appraisals for 21 of the 22 mineral 

specimens assigned a higher value than the purchase price.  Hull and Nohl had the Fund report the 

higher appraised values in the Fund’s financial statements.      

183. Using the appraised values rather than the purchase prices in violation of the 

Amended Operating Agreement resulted in unrealized gains of $4.4 million on the 21 minerals, 

yielding a reported return on investment of 111.9% through unrealized gains.  Hull and Nohl 

through Greenpoint Management II and Chrysalis, respectively, received increased management 

fees by using the appraised values rather than the purchase prices as required by the Amended 

Operating Agreement. 

184. In 2015, the Fund purchased approximately 175 mineral specimens that were 

improperly revalued later in 2015.  Hull and Nohl had them appraised in 2015 and used the 

appraised values rather than valuing them at the purchase price as required by the Amended 

Operating Agreement.  Hull and Nohl had the Fund report the higher appraised values in the 

Fund’s financial statements.        

185. Included in the 175 minerals were the three mineral specimens Nohl agreed to 

purchase for $6.8 million from Dealer Number 1.  Just weeks after the Fund agreed to purchase the 

three mineral specimens, but before the Fund paid for them or took possession, Hull and Nohl had 

them appraised for $14 million.  Hull and Nohl had the Fund record $14 million as the value, rather 

than the $6.8 million purchase price.  Hull’s and Nohl’s actions resulted in $7.2 million in 

unrealized gains on the three mineral specimens.     

186. Hull and Nohl’s use of the appraised values, rather than the purchase prices, in 

violation of the Amended Operating Agreement, resulted in unrealized gains of $14.8 million on 

the 175 minerals, yielding a reported return on investment of 133.8% through unrealized gains on 

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those minerals.  Hull and Nohl through Greenpoint Management II and Chrysalis, respectively, 

received increased management fees by using the appraised values rather than the purchase prices 

as required by the Amended Operating Agreement. 

I. Nohl Misrepresented the Appraisal Process To The Investors And The Fund’s 
Auditor  
 

187. Note 3 to Greenpoint Tactical Income Fund’s Financial Statements as of December 

31, 2015 and for the Period February 6, 2013 through December 31, 2105 states: 

Fine minerals and gems are valued using third party appraisals based on 
underlying market driven events.  Sales occur throughout the year but generally 
will occur in low volumes and are based on private third party transactions of 
which information may not and generally is not readily available to market 
participants.  Observable data is generally available at market driven sales shows 
and special events typically in the first quarter of each year.  These events provide 
public and semi-public transactions that utilized in development estimates of fair 
value for the portfolio of the Fund.  The valuations of these investments are 
further evaluated throughout the year as of the reporting date based on other 
market data available, generally the Fund’s own transactions or semi-public 
information used by appraisal experts of large scale market participants.   

 
188. Nohl provided this information about the appraisal process to the Fund’s auditor. 

189. Nohl’s representations about the appraisal process for the gems and minerals are 

false and misleading.  The third party appraisals were not based on underlying market driven 

events.  Observable data from market driven sales shows was not used in the appraisals.  The 

appraisals were not evaluated throughout the year based on other available market data. 

190. Nohl hired Appraiser Number 1 to perform most of the appraisals for the minerals 

owned by the Fund.  Appraiser Number 1’s appraisals were not based on underlying market driven 

events.  Appraiser Number 1 did not collect and use sales data from sales shows in performing the 

appraisals of the Fund’s minerals.   Appraiser Number 1 did not further evaluate the valuations 

throughout the year.   Appraiser Number 1’s appraisal process was to look at a specimen for a few 

seconds and write down a value.  Nohl knew this was Appraiser Number 1’s process.  Nohl knew 

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the appraisal process for the Fund’s minerals was subjective, not the objective process he 

represented to the Fund’s investors and auditors. 

J. Nohl Improperly Interfered In The Appraisal Process to Generate Higher 
Appraised Values 

 
191. Nohl improperly meddled in the appraisals of the Fund’s minerals in several ways. 

Nohl engaged in undisclosed purchases of minerals from Appraiser Number 2; rejected appraised 

values that he deemed too low; cherry-picked higher appraisals of the minerals; had appraised 

values changed; and pressured appraisers over the values they reported.  

192. Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose Nohl’s 

interference in the appraisal process to Greenpoint Tactical Income Fund’s investors or auditor.  

1. Nohl Engaged in Prohibited Transactions With Appraiser Number 2 
and Did Not Disclose Them to the Fund’s Investors or Auditor 
 

193.    On April 7, 2015, Nohl agreed that the Fund would purchase several minerals 

from Appraiser Number 2 for $275,000.  Part of the agreement was that Appraiser Number 2 

would appraise some of the Fund’s minerals.  On April 8 and 9, 2015, Nohl had Appraiser Number 

2 appraise eight mineral specimens.  Five of the specimens, including the three minerals in the $6.8 

million set, had been purchased by the Fund two months earlier.  Hull and Nohl reporting 

appraised values rather than the purchase prices was therefore improper and in violation of the 

Amended Operating Agreement.  

194. Hull and Nohl had the Fund record unrealized gains of $13.7 million based on the 

eight appraisals done by Appraiser Number 2.   

195. The Fund did not initially pay Appraiser Number 2 the full $275,000.     

196. On December 2, 2015, Nohl sent an email to Appraiser Number 2 stating, “[o]ur 

auditors want your signature on the appraisals you did for us in the summer.  Can you sign and 

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send them through?”  Appraiser Number 2 refused to sign the appraisals until Nohl paid him the 

remaining balance of $125,000 either in cash or in minerals.     

197. The Second Amended and Restated Operating Agreement of Greenpoint Tactical 

Income Fund, LLC (“Second Amended Operating Agreement”) became effective on January 1, 

2016. 

198. For fine minerals, the Second Amended Operating Agreement states, “No other 

business other than the business of appraising may be entered with respective appraisers.”   

199. In June 2016, after the Second Amended Operating Agreement became effective, 

Nohl paid Appraiser Number 2 the remaining $125,000 that the Fund owed for the minerals it had 

purchased from Appraiser Number 2.  On or about June 13, 2016, Appraiser Number 2 sent a 

Facebook message to Nohl stating, “I know we can figure out a trade on the remaining balance of 

the collection you got from me . . .  and I can sign those appraisals finally.”  Later that same day, 

Nohl gave Appraiser Number 2 a check for $125,000 and insisted Appraiser Number 2 conduct 

more appraisals of the Fund’s minerals.  The same day that he received the check, Appraiser 

Number 2 appraised ten of the Fund’s mineral specimens.   

200. Nohl and Hull recorded unrealized gains of $7.6 million based on the appraisals of 

the ten mineral specimens by Appraiser Number 2.   

201. Hull and Nohl’s use of the appraisals by Appraiser Number 2 was improper 

because the Fund purchased minerals from him.   

202. Nohl falsely represented to the Fund’s auditor that the Fund did not have a 

relationship with Appraiser Number 2 other than as an appraiser. 

203. Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose to the 

Fund’s investors or to the auditor that the Fund was purchasing minerals from Appraiser Number 2 

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and that purchases and payments occurred contemporaneously with the two sets of appraisals 

conducted by Appraiser Number 2. 

204.   Hull, Nohl, Chrysalis, and Greenpoint Management II obtained money by not 

disclosing the mineral purchase to the investors.  Hull, Nohl, Chrysalis, and Greenpoint 

Management II obtained increased management fees resulting from recording the unrealized gains 

of $13.7 million based on the appraisals of the eight mineral specimens in 2015 and from recording 

the unrealized gains of $7.6 million based on the appraisals of the ten mineral specimens in 2016. 

2. Nohl Rejected Appraisals He Deemed Too Low And Accepted Higher 
Appraisals On the Same Gems and Minerals 
 
a. March 2015 Appraisal of Set of Tourmalines 

  
205. On two different occasions, Nohl rejected appraisals of a set of tourmaline 

gemstones.  The Fund purchased the set of tourmaline gemstones in October 2013 for $1.2 million. 

206.  In March 2015, a gemologist (“Appraiser Number 3”) appraised the set of 

tourmaline gemstones for approximately $3 million, which was $1.8 million more than the Fund 

paid for the tourmalines.     

207. Nohl told Appraiser Number 3 that the appraisals were unreasonably low.  

Appraiser Number 3’s boss told her to keep the customer happy.  Appraiser Number 3 then 

increased the appraised value of the set of tourmaline gemstones to $6,340,730.  Based on the 

revised appraisals, Hull and Nohl had the Fund record approximately $5.1 million ($6.3 million 

minus $1.2 million) in unrealized gains.   

208. Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose to the 

Fund’s investors or auditor that Appraiser Number 3 appraised the set of tourmaline gemstones for 

approximately $3 million and changed the appraised value to $6,340,730 after Nohl complained 

that the $3 million was too low.   

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209. Nohl falsely represented to the Fund’s auditor that Appraiser Number 3’s process 

was to compare the gems to others that have been sold to determine fair market.  Nohl falsely 

represented to the Fund’s auditor that there was no impairment to Appraiser Number 3’s 

objectivity.  Nohl did not disclose his interference in the appraisal process. 

210. Hull, Nohl, Chrysalis, and Greenpoint Management obtained money as a result of 

Nohl misrepresenting the appraisal process and failing to disclose his interference in the appraisal 

process.  Hull, Nohl, Chrysalis, and Greenpoint Management obtained increased management fees 

by recording the unrealized gains of approximately $5.1 million based on the revised appraisals of 

the set of tourmaline gemstones. 

b. August 2017 Appraisal of Set of Tourmalines 

211. In August 2017, another gemologist (“Appraiser Number 4”) appraised the same set 

of tourmaline gemstones discussed above for $1,546,251.  In March 2015, Appraiser Number 3 

had appraised the same set of tourmaline gemstones for $6,340,730 after Nohl influenced the 

appraisals.  In June 2016, Appraiser Number 2 had appraised the same set of tourmaline gemstones 

for $8,156,100.  This set of appraisals was performed at the same time Appraiser Number 2 

received the $125,000 from Nohl.   

212. Hull and Nohl had the Fund record unrealized gains based on the $8,156,100 

appraised value assigned by Appraiser Number 2 in 2016. 

213. Nohl rejected the $1,546,251 appraised value from Appraiser Number 4 in 2017.  

Hull and Nohl continued to use the $8,156,100 appraised value from 2016. 

214. Hull, Nohl, Chrysalis, and Greenpoint Management II charged higher management 

fees based on the $8,156,100 appraised value rather than the $1,546,251 appraised value.   

215.  Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose to the 

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Fund’s investors that Nohl rejected the $1,546,251 appraised value and continued to use the 

$8,156,100 appraised value for the set of tourmaline gemstones.   

216.  Hull, Nohl, Chrysalis, and Greenpoint Management II obtained money by means 

of falsely representing the appraised value of the set of tourmaline gemstones.  Hull, Nohl, 

Chrysalis, and Greenpoint Management obtained increased management fees by using the old 

appraised value of $8,156,100. 

3. Nohl Cherry-Picked Higher Appraised Values 

217. In April 2015, Nohl had several fine mineral specimens appraised by both 

Appraiser Number 1 and Appraiser Number 2.  Appraiser Number 2 emailed Nohl values for all 14 

of the specimens he was appraising.  Nohl told Appraiser Number 2 not to complete appraisals for 

six of the 14 specimens.  Just days earlier, Appraiser Number 1 had given Nohl higher appraised 

values for those six specimens than Appraiser Number 2 had emailed to Nohl.  The eight appraisals 

that Nohl told Appraiser Number 2 to complete were for specimens that Appraiser Number 1 had 

given lower values or had not appraised.   

218. Nohl cherry-picked higher values from Appraiser Number 1 and Appraiser Number 

2.  By using a combination of the higher appraised values from the two appraisers, Nohl caused the 

Fund to record the value of the set of 14 specimens as $1.75 million more than if he had used 

Appraiser Number 2’s values for all of the 14 specimens. 

219. Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose to the 

Fund’s investors or the auditor that Nohl had certain specimens appraised by two different 

appraisers and selected the higher appraised values; nor did they disclose the lower appraised 

values to the Fund’s investors or auditor. 

220. Hull, Nohl, Chrysalis, and Greenpoint Management II obtained money by means of 

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Nohl failing to disclose that he cherry-picked higher appraised values.  Hull, Nohl, Chrysalis, and 

Greenpoint Management obtained increased management fees by using the higher cherry-picked 

appraised values. 

4. Nohl Relied on Altered Appraised Values 

221. Appraiser Number 1 conducted his first appraisals of the Fund’s gem and mineral 

specimens in March 2014.  Appraiser Number 1 emailed an initial list of appraised values to a 

mineral dealer working for Nohl.  The mineral dealer working for Nohl responded via email and 

sent a list of changes increasing the appraised values of 29 of the specimens.   The mineral dealer 

working for Nohl wrote “I printed out and added some changes that we need to have for certain 

specimens.”  A screenshot of the email and one of the three pages of value changes are below: 

 

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222. The total of the increases was $577,864, a 34% increase.   

223. The final version of Appraiser Number 1’s appraisal report that is contained in the 

Fund’s auditor’s work papers includes all of the increased values provided by the mineral dealer 

working for Nohl without any indication that the original values provided by Appraiser Number 1 

had been changed.   

224. Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose to the 

Fund’s investors or auditor that the values had been increased.  

225. Hull, Nohl, Chrysalis, and Greenpoint Management II obtained money by failing to 

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disclose that the appraised values were increased.  Hull, Nohl, Chrysalis, and Greenpoint 

Management obtained increased management fees by using the increased appraised values. 

5. Nohl Asked Appraisers to Increase Values Without an Objective Basis 
for Doing So  
 

226. In April 2015, Nohl asked Appraiser Number 2 to increase a specimen’s appraised 

value from $7 million to $10 million.  Appraiser Number 2 refused to increase the value. 

227. In 2017, Nohl called Appraiser Number 1 and asked him to reconsider an appraised 

value of $5 million that he had assigned a specimen.  Appraiser Number 1 changed the value to 

$7.5 million. 

228. Hull, Nohl, Chrysalis, and Greenpoint Management II did not disclose to the 

investors or auditors that Nohl asked Appraiser Number 1 to change the value from $5 million to 

$7.5 million and asked Appraiser Number 2 to increase a value from $7 million to $10 million.     

229. Hull, Nohl, Chrysalis, and Greenpoint Management II obtained money as a result 

failing to disclose that Nohl asked for appraised values to be increased.  Hull, Nohl, Chrysalis, and 

Greenpoint Management obtained increased management fees by using the increased appraised 

values. 

K. Hull and Nohl Drastically Increased the Valuation of Private Company 1 
Despite Knowing That It Was in Serious Financial Trouble 

 
230. Between October 2015 and June 30, 2018, Greenpoint Tactical Income Fund, 

through its wholly owned subsidiary GP Chemical, invested approximately $9.0 million (including 

a mineral that the Fund valued at $2.5 million) in stock, options, and convertible notes to acquire 

approximately 42% of Private Company 1.  Hull and Nohl recorded large, unreasonable unrealized 

gains on the investment in Private Company 1.  As of June 30, 2018, Hull and Nohl valued the 

Fund’s 42% interest in Private Company 1 at $46.2 million, composed of approximately $37.2 

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million in unrealized gains and $9 million in cost.  Hull and Nohl’s valuations of Private Company 

1 were misleading, unreasonable, lacked an objective basis, and ignored significant negative facts.   

231. Private Company 1 was an environmental remediation company that had its 

principal place of business in Wisconsin.  It is now defunct.  Both Hull and Nohl were members of 

Private Company 1’s Board of Directors from at least the third quarter of 2016. 

232. Nohl, as President and Director of managing member Chrysalis, drafted or 

validated the valuation reports for Private Company 1.  At all relevant times, Nohl was responsible 

for determining the value of Private Company 1 and the Fund’s position in Private Company 1.  At 

all relevant times, Hull, as Managing Director of managing member Greenpoint Management II, 

and Nohl, as President and Director of managing member Chrysalis, shared authority for the 

valuations.   

1. At the End of 2015, Hull and Nohl Made Material Misrepresentations 
About The Value Of Private Company 1, Withheld Negative Facts, and 
Valued the Company at $40 Million, Which was Misleading and 
Unreasonable  

 
233. By the fourth quarter of 2015, when Greenpoint Tactical Income Fund through GP 

Chemical first invested in Private Company 1, the company’s primary business was participating 

as a subcontractor on a pilot program to remediate oil pollution in Kuwait.  

234. On September 30, 2015, Greenpoint Tactical Income Fund through GP Chemical 

agreed to invest $2 million in Private Company 1 by purchasing securities issued by Private 

Company 1.  By December 31, 2015, the Fund through GP Chemical had paid only $1 million of 

the $2 million it had agreed to pay.  Hull and Nohl knew that Private Company 1 needed the 

money GP Chemical was investing in order to operate.        

235. Greenpoint Tactical Income Fund’s Financial Statements for the year ended 

December 31, 2015 represented that the Fund’s interest in Private Company 1 was valued at 

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$4,260,564.  Hull and Nohl through Greenpoint Management II and Chrysalis, respectively, shared 

authority for the valuation.  Hull and Nohl’s $4,260,564 valuation was misleading, unreasonable, 

and lacked an objective basis.  

236. The Fund’s Financial Statements for the year ended December 31, 2015 were 

distributed to investors and used to attract new investors and new investments from existing 

investors in the Fund.     

237. Hull and Nohl derived the $4,260,564 value from the Quarterly Valuation for 

Private Company 1 with an evaluation effective date of December 31, 2015 (“December 31, 2015 

Quarterly Valuation Report”).  The December 31, 2015 Quarterly Valuation Report was Hull and 

Nohl’s first valuation of Private Company 1.  Nohl authored the December 31, 2015 Quarterly 

Valuation Report.  Nohl certified that “[t]his report has been made completely to the best of my 

ability considering all factors known to me at the time of its creation.”  Hull and Nohl through 

Greenpoint Management II and Chrysalis, respectively, shared authority for the December 31, 

2015 Quarterly Valuation Report and valuations.   

238. The December 31, 2015 Quarterly Valuation Report was distributed to and/or made 

available to investors.         

239. In the December 31, 2015 Quarterly Valuation Report, Hull and Nohl stated that 

Private Company 1 as a whole was valued at $40,390,533.06.  Hull and Nohl further stated that the 

Fund’s investment in Private Company 1 was valued at $4,270,840.45.  Hull and Nohl’s 

$40,390,533.06 valuation of the company as a whole and the $4,270,840.45 valuation of the 

Fund’s interest in Private Company 1 were misleading, unreasonable, and lacked an objective 

basis.      

240. For the fourth quarter of 2015, Hull and Nohl caused the Fund to record 

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approximately $760,564 in unrealized gains on Private Company 1’s securities that GP Chemical 

had purchased. 

241. Hull and Nohl based the $40 million valuation on a limited offering of Private 

Company 1’s stock that happened in 2010 (“2010 Offering”).  The 2010 Offering was conducted in 

anticipation of Private Company 1 receiving a $220 million contract from the United States 

Environmental Protection Agency (“EPA”).   

242. For the 2010 Offering, Private Company 1 offered to sell 1,000 shares of stock at a 

price of $4,000 per share.  If Private Company 1 had been able to sell all of the shares at the 

offering price, it would have sold 10% of its stock for $4 million.  In the 2010 Offering, Private 

Company 1 sold approximately half of the shares it offered for sale.  All of the shares were sold for 

less than $4,000 per share.   

243. Based on the anticipated $220 million EPA contract, the prospectus for the 2010 

Offering projected that Private Company 1 would have annual revenues of $137.5 million and net 

income of $39.5 million by 2015.    

244. By May 2011, Private Company 1 had been informed by the EPA that it would not 

receive that $220 million EPA contract.   

245. In 2015, before Greenpoint Tactical Income Fund through GP Chemical invested in 

Private Company 1, Hull and Nohl knew that Private Company 1 had not received that $220 

million EPA contract; had not sold all of the shares in the 2010 Offering; and had not sold any 

shares in the 2010 Offering for the full offering price of $4,000 per share.   

246. Private Company 1’s actual 2015 revenues were only approximately $3.98 million 

and net income was only $100,000, not the projected annual revenues of $137.5 million and net 

income of $39.5 million by 2015.    

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247. Despite knowing these material facts, as of December 31, 2015 Hull and Nohl used 

that $40 million value based on the price at which shares were unsuccessfully offered in the 2010 

Offering as the 2015 value of Private Company 1.  

248. In valuing Private Company 1 at $40 million in 2015, Hull and Nohl ignored 

material facts.  Their $40 million valuation was misleading, unreasonable, and lacked an objective 

basis.  Their $40 million valuation was contrary to facts known to Hull and Nohl including that 

Private Company 1 had not received the $220 million EPA contract and did not have revenue 

anywhere near $137.5 million by 2015.   

249. Hull and Nohl in the December 31, 2015 Quarterly Valuation Report falsely and 

misleadingly represented, “[t]he enterprise value of $40,000,000 was established before major 

events that positively affected enterprise value.  Since establishing that value the Company has 

become a tier 1 contractor with both [Major Energy Company] and [Foreign Government Entity].”   

250. At the time of the December 31, 2015 Quarterly Valuation Report, Hull and Nohl 

knew that the $40 million valuation was based on the 2010 Offering, which was conducted in 

anticipation of Private Company 1 receiving a $220 million EPA contract, and that Private 

Company 1 had not received an EPA contract for $220 million.  In the December 31, 2015 

Quarterly Valuation Report, Hull and Nohl ignored, withheld, and failed to disclose the material 

facts that the $40,000,000 value was based on an offering price in 2010 when Private Company 1 

anticipated receiving an EPA contract for $220 million and the shares that were sold in the 2010 

Offering were all sold at a lower price than the offering price.  In the December 31, 2015 Quarterly 

Valuation Report, Hull and Nohl further ignored, withheld, and failed to disclose the material fact 

that Private Company 1 was notified in 2011 that it did not receive that EPA contract for $220 

million.   

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251. As of December 31, 2015, Hull and Nohl knew that Private Company 1 did not 

have a contract with Major Energy Company and had not been paid any money by Major Energy 

Company.  As of December 31, 2015, Hull and Nohl also knew that Private Company 1 did not 

have a contract with Foreign Government Entity and had not been paid any money by Foreign 

Government Entity.           

252. Despite knowing these facts, Hull and Nohl in the December 31, 2015 Quarterly 

Valuation Report ignored, withheld, and failed to disclose the material facts that Private Company 

1 did not have a contract with Major Energy Company; had not been paid any money by Major 

Energy Company; did not have a contract with Foreign Government Entity; and had not been paid 

any money by Foreign Government Entity.    

253. Before the Fund invested in Private Company 1 in the fourth quarter of 2015, the 

company’s management told Nohl and an employee of the Fund (“Fund Employee Number 1”), 

that the pilot program’s general contractor had not paid Private Company 1 any money; only one 

of Private Company 1’s two plants in Kuwait was operating; and the one plant of Private Company 

1 that was operating was not meeting the mandated performance standards.  Despite Nohl knowing 

these facts, Nohl in the December 31, 2015 Quarterly Valuation Report ignored, withheld, and 

failed to disclose any of these material facts. 

254. The December 31, 2015 Quarterly Valuation Report falsely and misleadingly 

stated, “[d]ue to the Company’s successful on-going operation of its full-scale pilot plant, it likely 

will be awarded a contract by the end of 2016 that will generate $60+ million in revenue per year 

over an eight year period.”  Before December 31, 2015, Nohl knew this representation was false 

and misleading because he knew the plant was not operating successfully.     

255. Hull and Nohl using in 2015 a $40 million value for Private Company 1 that had 

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been derived from the unsuccessful 2010 Offering conducted in anticipation of Private Company 1 

receiving a $220 million EPA contract when the company had been informed in 2011 that it would 

not receive the EPA contract was misleading and unreasonable.  Hull and Nohl’s $40 million 

valuation ignored material negative facts that were known to Nohl and Hull and lacked an 

objective basis.    

256. Hull, Nohl, Greenpoint Management II, and Chrysalis obtained money in the form 

of management fees by means of the misleading and unreasonable $4,260,564 valuation of the 

Fund’s interest in Private Company 1.   

2. The Fund Was Chronically Late Funding Private Company 1, Which 
Caused The Company Not To Have The Funds It Needed To Operate  

 
257. On September 30, 2015, Greenpoint Tactical Income Fund through its wholly 

owned subsidiary GP Chemical agreed to invest $2 million in Private Company 1 through the 

purchase of securities.  The first payment of $500,000 was due on October 1, 2015.  The second 

payment of $500,000 was due on November 1, 2015.  The third payment of $500,000 was due on 

December 1, 2015.  The fourth payment of $500,000 was due on January 1, 2016.  By January 15, 

2016, the Fund through GP Chemical had paid only $1 million of the $2 million it had agreed to 

pay.    

258. Private Company 1 needed the other $1 million that the Fund had agreed to pay.  

Private Company 1 was on the brink of having to shut down its operations in Kuwait.  The failure 

to make the agreed upon investments caused Private Company 1 financial distress. 

259. On December 31, 2015, the Fund gave the founder of Private Company 1 a mineral 

in exchange for 932 shares of Private Company 1.  The Fund did not have the cash to pay for the 

shares.  As of December 31, 2015, the Fund had paid over $5.9 million in management and other 

fees to Chrysalis and Greenpoint Management II.  The Fund claimed the mineral was worth $2.5 

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59 
 

million.  The founder of Private Company 1 has not sold the mineral so Private Company 1 never 

received any money for the mineral.   

260. During 2016, Greenpoint Tactical Income Fund repeatedly failed to meet its 

funding obligations to Private Company 1.   

261. In February 2016, Greenpoint Tactical Income Fund through GP Chemical 

purchased six option agreements to acquire additional shares of Private Company 1 for 

approximately $7.6 million.  GP Chemical paid $6,000 for the option agreements.  The option 

agreements entered into by GP Chemical on behalf of the Fund and Private Company 1 stated that 

time is of the essence.    

262. Greenpoint Tactical Income Fund through GP Chemical agreed to exercise its 

options by paying for the shares of Private Company 1 on a schedule.  GP Chemical’s payments 

were consistently late and as time went on increasingly late. 

263. On April 5, 2016, $250,190.25 was due.  GP Chemical did not pay the $250,190.25 

by April 5, 2016.  On April 11, 2016, GP Chemical paid $250,000. 

264. On April 25, 2016, $250,190.25 was due.  GP Chemical did not pay the 

$250,190.25 by April 25, 2016.  On May 16, 2016, GP Chemical paid $100,000.  On May 20, 

2016, GP Chemical paid $150,190.25. 

265. On May 20, 2016, $1,000,760.50 was due.  GP Chemical did not pay the 

$1,000,760.50 by May 20, 2016.  On May 27, 2016, GP Chemical paid $500,000.  On July 5, 

2016, GP Chemical paid $500,000. 

266. On June 30, 2016, $1,500,016.30 was due.  GP Chemical did not pay the 

$1,500,016.30 by June 30, 2016.  On August 9, 2016, GP Chemical paid $150,000.  On August 16, 

2016, GP Chemical paid $150,000.  On August 29, 2016, GP Chemical paid $250,000.  On 

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September 22, 2016, GP Chemical paid $100,000.  On October 7, 2016, GP Chemical paid 

$200,000.  On October 21, 2016, GP Chemical paid $100,000.  On November 8, 2016, GP 

Chemical paid $100,000.  On November 18, 2016, GP Chemical paid $100,000.  On November 

23, 2016, GP Chemical paid $75,000.  On December 8, 2016, GP Chemical paid $300,000. 

267. For a $1,500,016.30 funding commitment that was due on June 30, 2016, 

Greenpoint Tactical Income Fund through GP Chemical did not finish paying the commitment 

until over five months after the due date. 

3. Hull and Nohl Made False and Misleading Statements In The Fund’s 
March 31, 2016 Financial Statements and Quarterly Valuation Report 
for Private Company 1 

 
268. Greenpoint Tactical Income Fund’s financial statements for the period ended March 

31, 2016 represented that the Fund’s interest in Private Company 1 was valued at $7,032,588.99.   

269. Hull and Nohl through Greenpoint Management II and Chrysalis, respectively, 

shared authority for this valuation.  Hull and Nohl’s $7,032,588.99 valuation was misleading, 

unreasonable, and lacked an objective basis.  

270. The Fund’s financial statements for the period ended March 31, 2016 were 

distributed to investors and used to attract new investors and new investments from existing 

investors in the Fund.     

271. As of March 31, 2016, Greenpoint Tactical Income Fund had invested $4,500,000 

in Private Company 1, consisting of a mineral that the Fund valued at $2.5 million and $2,000,000 

in cash.   

272. For the first quarter of 2016, Hull and Nohl caused the Fund to record 

approximately $1.7 million in new unrealized gains on Private Company 1’s securities that GP 

Chemical had purchased. 

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273. Hull and Nohl derived the $7,032,588.99 value from the Quarterly Valuation for 

Private Company 1 with an evaluation effective date of March 31, 2016 (“March 31, 2016 

Quarterly Valuation Report”).   

274. Chrysalis drafted the March 31, 2016 Quarterly Valuation Report.  Hull and Nohl 

through Greenpoint Management II and Chrysalis, respectively, shared authority for the March 31, 

2016 Quarterly Valuation Report and the valuations in the March 31, 2016 Quarterly Valuation 

Report.       

275. The March 31, 2016 Quarterly Valuation Report was distributed to and/or made 

available to investors. 

276. In the March 31, 2016 Quarterly Valuation Report, Hull and Nohl stated the 

enterprise value for Private Company 1 was $40,390,533.06 and the investment value was 

$6,033,177.25.  Hull and Nohl’s $40,390,533.06 valuation of Private Company 1 as a whole and 

the $6,033,177.25 valuation of the Fund’s interest in the company were misleading, unreasonable, 

and lacked an objective basis.       

277. In valuing Private Company 1 at $40,390,533.06, Hull and Nohl ignored material 

negative facts that were known to Hull and Nohl.     

278. In 2016, Private Company 1 was experiencing increasingly severe financial 

problems.  It still was not being paid for the pilot program to remediate oil pollution in Kuwait.  

For the first quarter of 2016, Private Company 1’s revenue was $84,990 and losses were $995,438.   

279. Throughout 2016, Greenpoint Tactical Income Fund through GP Chemical was 

chronically late paying its funding commitments to Private Company 1. 

280. Hull and Nohl in the March 31, 2016 Quarterly Valuation Report falsely and 

misleadingly represented: 

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The prior enterprise value of $40,000,000 was established before a number of major 
events that positively affected enterprise value.  First, the Company has become a 
tier 1 contractor with both [Major Energy Company] and [Foreign Government 
Entity].  This designation is invaluable to the Company . . .   
 
281. At the time of the March 31, 2016 Quarterly Valuation Report, Hull and Nohl knew 

that the $40 million valuation was based on an unsuccessful offering in 2010 that was conducted in 

anticipation of Private Company 1 receiving an EPA contract for $220 million; that Private 

Company 1 did not receive an EPA contract for $220 million; and that the shares did not sell at the 

offering price of $4,000 per share even when Private Company 1 anticipated receiving the $220 

million contract from the EPA.  Hull and Nohl in the March 31, 2016 Quarterly Valuation Report 

ignored, withheld, and failed to disclose the material facts that (1) the $40,000,000 value was based 

on an unsuccessful offering in 2010 that was conducted in anticipation of Private Company 1 

receiving an EPA contract for $220 million; (2) that Private Company 1 was notified in 2011 that it 

did not receive that EPA contract for $220 million; and (3) the shares did not sell at the full 

offering price of $4,000 per share even when Private Company 1 anticipated receiving the $220 

million contract from the EPA. 

282. At the time of the March 31, 2016 Quarterly Valuation Report, Hull and Nohl knew 

that Private Company 1 did not have a contract with Major Energy Company and had not been 

paid any money by Major Energy Company.  Hull and Nohl in the March 31, 2016 Quarterly 

Valuation Report ignored, withheld, and failed to disclose the material facts that as of March 31, 

2016, Private Company 1 did not have a contract with Major Energy Company and had not been 

paid any money by Major Energy Company.   

283. At the time of the March 31, 2016 Quarterly Valuation Report, Hull and Nohl knew 

that Private Company 1 did not have a contract with Foreign Government Entity and had not been 

paid any money by Foreign Government Entity.  Hull and Nohl in the March 31, 2016 Quarterly 

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Valuation Report ignored, withheld, and failed to disclose the material fact that as of March 31, 

2016, Private Company 1 did not have a contract with and had not been paid any money by 

Foreign Government Entity.       

284. Hull and Nohl in the March 31, 2016 Quarterly Valuation Report falsely and 

misleading represented that the “two cleaning plants being used” in Kuwait and “presently each 

have a capacity of 60+ tons of sand/hour or 360,000 tons per year.”  By March 31, 2016, Hull and 

Nohl knew that only one plant was operating and that plaint was not meeting the mandated 

performance standards.   

285. Hull and Nohl in the March 31, 2016 Quarterly Valuation Report falsely and 

misleading represented that “[p]ending continued success running the second [Foreign 

Government Entity] pilot in Kuwait we anticipate bidding on and winning a significant portion of; 

A. the SEED 2 [Foreign Government Entity] initiative at mid year with the potential to generate 

revenue of $25mm/year for three years B. KERP (United Nations Funded) initiative in Q3 with 

potential to generate revenue as high as $75mm/year for 5 years.”  As of March 31, 2016, Nohl and 

Hull knew that Private Company 1 was not having “continued success running” the pilot program.  

Hull and Nohl knew only one of two plants was operating and that plant was not meeting the 

performance standards.  Despite knowing these material facts, in the March 31, 2016 Quarterly 

Valuation Report, Hull and Nohl ignored, withheld, and failed to disclose any of these material 

facts.   

286. Hull and Nohl in the March 31, 2016 Quarterly Valuation Report falsely and 

misleading represented: 

To maximize the advantage of the Fund’s position, the Fund is acquiring newly 
issued non-dilutive units with which money [Private Company 1] is paying for the 
construction of the equipment necessary to meet the obligations of the [Foreign 
Government Entity] and other contracts.  It is the aim of the Fund to acquire in total 

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between 30% and 45% of all [Private Company 1] units within the next 12 months.  
The intent is that this convertible debt financing serve as a means to [Private 
Company 1] reaching its objectives while at the same time increasing revenue for a 
near term exit for the Fund.  When complete, the Fund will sell its full interest in 
[Private Company 1] to the Greenpoint Green Fund (GGF) which is currently in 
final document preparation.   . . . At the time of the sale of the [Greenpoint Tactical 
Income Fund’s] interest to the GGF, we expect the sale price to be between 
$85MM $100mm and $110 MM $140mm.  Thus, provided all parties working 
toward this end are successful, the [Greenpoint Tactical Income Fund] will exit 
with net proceeds between $31.25MM and $48MM within the next 12 months.     
 
287. At the time of the March 31, 2016 Quarterly Valuation Report, Hull and Nohl knew 

that Greenpoint Tactical Income Fund through GP Chemical had not timely or completely paid the 

funding commitments to Private Company 1 in order to acquire more securities of Private 

Company 1; Private Company 1 needed money to operate; and Private Company 1 could not 

perform its remediation contracts without the Fund paying its funding commitments.  Despite 

knowing these material facts, in the March 31, 2016 Quarterly Valuation Report, Hull and Nohl 

ignored, withheld, and failed to disclose any of these material facts.   

288.  Hull, Nohl, Greenpoint Management II, and Chrysalis obtained money in the form 

of management fees by means of the unreasonable and misleading $7,032,588.99 valuation of the 

Fund’s interest in Private Company 1.  

4. Hull and Nohl Made False and Misleading Statements In The Fund’s 
June 30, 2016 Financial Statements and the Quarterly Valuation 
Report for Private Company 1  

 
289. Greenpoint Tactical Income Fund’s financial statements for the period ended June 

30, 2016 represented that the Fund’s interest in Private Company 1 was valued at $12,637,747.71.  

290. Hull and Nohl through Greenpoint Management II and Chrysalis, respectively, 

shared authority for the valuation.  Hull and Nohl’s $12,637,747.71 valuation was misleading, 

unreasonable, and lacked an objective basis.  

291. The Fund’s financial statements for the period ended June 30, 2016 were distributed 

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to investors and used to attract new investors and new investments from existing investors in the 

Fund.     

292. For the second quarter of 2016, Hull and Nohl caused the Fund to record 

approximately $1.867 million in new unrealized gains on Private Company 1’s securities that GP 

Chemical had purchased.   

293. Hull and Nohl derived the $12,637,747.71 valuation from the Quarterly Valuation 

for Private Company 1 with an evaluation effective date of June 30, 2016 (“June 30, 2016 

Quarterly Valuation Report”).   

294. Chrysalis drafted the June 30, 2016 Quarterly Valuation Report.  Hull and Nohl  

through Greenpoint Management II and Chrysalis, respectively, shared authority for the June 30, 

2016 Quarterly Valuation Report and the valuations in the report.  Hull and Nohl in the June 30, 

2016 Quarterly Valuation Report stated the enterprise value for Private Company 1 was 

$41,501,140.50 and the investment value was $12,000,767.71.  

295. The June 30, 2016 Quarterly Valuation Report was distributed to and/or made 

available to investors.  

296. Hull and Nohl’s $41,501,140.50 valuation of the company as a whole and the 

$12,000,767.71 valuation of the Fund’s interest in Private Company 1 were misleading, 

unreasonable, and lacked an objective basis.   

297. In valuing Private Company 1 at $41,501,140.50, Nohl and Hull ignored material 

negative facts that were known to Nohl and Hull.     

298. In the second quarter of 2016, Private Company 1 was still experiencing severe 

financial problems.  It still was not being paid for the pilot program to remediate oil pollution in 

Kuwait.  Its revenue for the first two quarters of 2016 was $430,049.  Private Company 1 had 

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$1,361,719 in losses for the first two quarters of 2016.  Hull and Nohl knew these facts.   

299. Throughout 2016, Greenpoint Tactical Income Fund through GP Chemical was 

chronically late paying its funding commitments to Private Company 1. 

300. Hull and Nohl in the June 30, 2016 Quarterly Valuation Report falsely and 

misleadingly represented:  

In addition, the Company has strengthened its position [sic] a tier 1 contractor with 
both [Major Energy Company] and [Foreign Government Entity] and has been 
repeatedly singled-out as the best available technology for their remediation 
challenges.  This designation is invaluable to the Company as it possesses the 
number one proven solution (per [Foreign Government Entity] decree) to cleaning 
up the Kuwaiti oil fields environmental disaster for which $4 billion USD are 
already sequestered. 
 
301. At the time of the June 30, 2016 Quarterly Valuation Report, Hull and Nohl knew 

that Private Company 1 did not have a contract with Major Energy Company and had not been 

paid any money by Major Energy Company.  Hull and Nohl in the June 30, 2016 Quarterly 

Valuation Report ignored, withheld, and failed to disclose the material facts that as of June 30, 

2016, Private Company 1 did not have a contract with Major Energy Company and had not been 

paid any money by Major Energy Company.   

302. At the time of the June 30, 2016 Quarterly Valuation Report, Nohl and Hull knew 

that Private Company 1 did not have a contract with Foreign Government Entity and had not been 

paid any money by Foreign Government Entity.  Hull and Nohl in the June 30, 2016 Quarterly 

Valuation Report ignored, withheld, and failed to disclose the material facts that as of June 30, 

2016, Private Company 1 did not have a contract with Foreign Government Entity and had not 

been paid any money by Foreign Government Entity.       

303. Hull and Nohl in the June 30, 2016 Quarterly Valuation Report falsely and 

misleadingly represented: 

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To maximize the advantage of the Fund’s position, the Fund is acquiring newly 
issued non-dilutive units with which money [Private Company 1] is paying for the 
construction of the equipment necessary to meet the obligations of the [Foreign 
Government Entity] and other contracts.  It is the aim of the Fund to acquire in total 
between 30% and 45% of all [Private Company 1] units within the next 12 months.  
The intent is that this convertible debt financing serve as a means to [Private 
Company 1] reaching its objectives while at the same time increasing revenue for a 
near term exit for the Fund.  When complete, the Fund will sell its full interest in 
[Private Company 1] to the Greenpoint Green Fund (GGF). . . . At the time of the 
sale of the [Greenpoint Tactical Income Fund’s] interest to the GGF, we expect the 
sale price to be between $85MM $100mm and $110 MM $140mm.  Thus, provided 
all parties working toward this end are successful, the [Greenpoint Tactical Income 
Fund] will exit with net proceeds between $31.25MM and $48MM within the next 
12 months.     
 
304. At the time of the June 30, 2016 Quarterly Valuation Report, Hull and knew that 

Greenpoint Tactical Income Fund through GP Chemical had not timely or completely paid the 

funding commitments to Private Company 1 in order to acquire more securities of Private 

Company 1; Private Company 1 needed money to operate; and Private Company 1 could not 

perform its remediation contracts without the Fund timely and completely paying its funding 

commitments.  Despite knowing these material facts, in the June 30, 2016 Quarterly Valuation 

Report, Hull and Nohl ignored, withheld, and failed to disclose any of these material facts.   

305. Hull and Nohl in the June 30, 2016 Quarterly Valuation Report falsely and 

misleadingly represented that “[s]ince units are still being sold via private sales of the Company 

with an enterprise value of $41.50mm, that value is contemporaneously [sic] by many sales 

events.”  At the time of the June 30, 2016 Quarterly Valuation Report, Hull and Nohl knew that no 

other private sales of Private Company 1’s securities (other than to GP Chemical) had been made 

in 2016, let alone at an enterprise value of $41.5 million. 

306. Hull, Nohl, and their entities obtained money in the form of management fees by 

means of the unreasonable and misleading $12,637,747.71 valuation of the Fund’s interest in 

Private Company 1. 

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5. The Fund Continued to be Chronically Late Funding Private Company 
1, Which Caused The Company Not To Have The Funds It Needed To 
Operate 
 

307. The Fund through GP Chemical continued to be late providing the agreed upon 

funding to Private Company 1.  The funding commitments were paid in small, irregular 

installments.  Private Company 1 needed the money the Fund had agreed to pay in order to fund its 

operations.  On September 30, 2016, $1,374,077.90 was due.  The Fund through GP Chemical did 

not begin paying the September 30, 2016 commitment until almost three months after it was due.  

The Fund through GP Chemical made the following late and small payments:    

• On December 23, 2016, $100,000 was paid.  

• On January 9, 2017, $300,000 was paid. 

• On January 12, 2017, $200,000 was paid.  

• On February 10, 2017, $250,000 was paid.  

• On February 13, 2017, $250,000 was paid.  

• On April 12, 2017, $30,000 was paid. 

•  On January 3, 2018, $20,000 was paid. 

• On April 19, 2018, $300,000 was paid. 

308. For a $1,374,077.90 funding commitment that was due on September 30, 2016, GP 

Chemical did not finish paying the commitment until over 18 months after the due date.  

309. Private Company 1’s management regularly complained to Nohl about the late, 

irregular, and incomplete payments. 

6. Nohl And Hull Made False and Misleading Statements In The Fund’s 
September 30, 2016 Financial Statements and Quarterly Valuation 
Report for Private Company 1  

 
310. Greenpoint Tactical Income Fund’s financial statements for the period ended 

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September 30, 2016 represented that the Fund’s interest in Private Company 1 was valued at 

$14,112,200.19.  Hull and Nohl through Greenpoint Management II and Chrysalis, respectively, 

shared authority for the valuation.  Hull and Nohl’s $14,112,200.19 valuation was misleading, 

unreasonable, and lacked an objective basis.  

311. The Fund’s financial statements for the period ended September 30, 2016 were 

distributed to investors and used to attract new investors and new investments from existing 

investors in the Fund.     

312. As of September 30, 2016, Greenpoint Tactical Income Fund’s paid in capital was 

$6,650,190.25 including a mineral the Fund valued at $2.5 million.    

313. For the third quarter of 2016, Hull and Nohl caused the Fund to record 

approximately $820,000 in new unrealized gains on Private Company 1’s securities that GP 

Chemical had purchased.   

314. Hull and Nohl derived the $14,112,200.19 valuation from the Quarterly Valuation 

for Private Company 1 with an evaluation effective date of September 30, 2016 (“September 30, 

2016 Quarterly Valuation Report”).   

315. Chrysalis authored the September 30, 2016 Quarterly Valuation Report.  Nohl 

validated the September 30, 2016 Quarterly Valuation Report and the valuations.  On October 28, 

2016, Nohl certified the September 30, 2016 Quarterly Valuation Report stating, “[t]his report has 

been made according to all of the knowledge known to me at the time without omission and to the 

best of my ability.” 

316. Nohl also represented that “[t]his report is written for internal purposes to 

communicate and coordinate with management, staff and members, information considered 

relevant by the authors, editors and/or managing members at the time of this document’s creation.” 

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317. In Nohl’s Validator Commentary for the September 30, 2016 Quarterly Valuation 

Report, with respect to Private Company 1 he stated, “[t]his allowed us to restructure the Board of 

Directors where we hold 3 of the 6 seats.”   

318. The September 30, 2016 Quarterly Valuation Report was distributed to and/or made 

available to investors. 

319. In the September 30, 2016 Quarterly Valuation Report, Hull and Nohl stated the 

enterprise value for Private Company 1 was $42,150,190.00 and the period investment value was 

$11,258,832.92.  Hull and Nohl through Greenpoint Management II and Chrysalis, respectively, 

shared authority for the September 30, 2016 Quarterly Valuation Report, the $42,150,190.00 

valuation of Private Company 1 as a whole, and the $11,258,832.92 valuation of the Fund’s 

interest in the company.  Hull and Nohl’s valuations were misleading, unreasonable, and lacked an 

objective basis.       

320. In valuing Private Company 1 at $42,150,190.00, Nohl and Hull ignored material 

negative facts that were known to Nohl and Hull.  

321. In the third quarter of 2016, Private Company 1 was still experiencing severe 

financial problems.  It still was not being paid for the pilot program to remediate oil pollution in 

Kuwait.  Its revenue through the third quarter of 2016 was $565,615.  Private Company 1 had 

$1,516,022 in losses through the third quarter of 2016.  Hull and Nohl knew these facts.   

322. Throughout 2016, Greenpoint Tactical Income Fund through GP Chemical was 

chronically late paying its funding commitments to Private Company 1. 

323. Hull and Nohl in the September 30, 2016 Quarterly Valuation Report falsely and 

misleadingly represented:  

In addition, despite running over 5 months late with the start-up of plant 2 the 
Company has strengthened its position as a tier 1 contractor with both [Major 

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Energy Company] and [Foreign Government Entity] and has been repeatedly 
singled-out as the best available technology for their remediation challenges.  This 
designation is invaluable to the Company as it possesses the number one proven 
solution (per [Foreign Government Entity] decree) for cleaning up the Kuwaiti oil 
fields environmental disaster for which $3 billion USD are already sequestered by 
the United Nations. 
 
324. At the time of the September 30, 2016 Quarterly Valuation Report, Hull and Nohl 

knew that Private Company 1 did not have a contract with Major Energy Company and had not 

been paid any money by Major Energy Company.  Hull and Nohl in the September 30 2016 

Quarterly Valuation Report ignored, withheld, and failed to disclose the material facts that as of 

September 30, 2016, Private Company 1 did not have a contract with Major Energy Company and 

had not been paid any money by Major Energy Company.   

325. At the time of the September 30, 2016 Quarterly Valuation Report, Nohl and Hull 

knew that Private Company 1 did not have a contract with Foreign Government Entity and had not 

been paid any money by Foreign Government Entity.  Hull and Nohl in the September 30 2016 

Quarterly Valuation Report ignored, withheld, and failed to disclose the material facts that as of 

September 30, 2016, Private Company 1 did not have a contract with and had not been paid any 

money by Foreign Government Entity.       

326. Hull and Nohl in the September 30, 2016 Quarterly Valuation Report falsely and 

misleadingly represented: 

To maximize the advantage of the Fund’s position, the Fund’s first $2.0mm 
investment was in newly issued non-dilutive units with which money [Private 
Company 1] was and is paying for the construction of the equipment necessary to 
meet the obligations of the [Foreign Government Entity] and other contracts.  It is 
the aim of the Fund to acquire in excess of 40% of all [Private Company 1] units 
within the next 12 months.  When complete, the Fund will sell its full interest in 
[Private Company 1] to the GreenPoint Green Fund (GGF).  The GGF is the 
vehicle by which the core [Private Company 1] technologies will be spun off into 
subsidiaries and capitalized.  At the time of the sale of the [Greenpoint Tactical 
Income Fund’s] interest to the GGF, we expect the sale price to be between 
$85MM $100mm and $110 MM - $140mm.  Thus, provided all parties working 

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toward this end are successful, the [Greenpoint Tactical Income Fund] will exit 
with net proceeds between $31.25MM and $48MM within the next 12 months.  The 
likelihood of these events coming to pass is boosted by the pre-commitment of 
capital in an amount exceeding $50MM for the GGF . . .      
 
327. At the time of the September 30, 2016 Quarterly Valuation Report, Hull and Nohl 

knew that Greenpoint Tactical Income Fund through GP Chemical had not timely or completely 

paid the funding commitments to Private Company 1 in order to acquire more securities of Private 

Company 1; Private Company 1 needed the money to operate; and Private Company 1 could not 

perform its remediation contracts without the Fund timely and completely paying its funding 

commitments.  Despite knowing these material facts, in the September 30, 2016 Quarterly 

Valuation Report, Hull and Nohl ignored, withheld, and failed to disclose any of these material 

facts.   

328. Hull and Nohl in the September 30, 2016 Quarterly Valuation Report falsely and 

misleadingly represent that “[s]ince units are still being sold via private sales of the Company with 

an enterprise value of $41.50mm, that value is contemporaneously confirmed by many sales 

events.”  At the time of the September 30, 2016 Quarterly Valuation Report, Hull and Nohl knew 

that no other private sales of Private Company 1’s securities (other than to GP Chemical) had been 

made in 2016, let alone at an enterprise value of $41.5 million. 

329. Hull, Nohl, and their entities obtained money in the form of management fees by 

means of the unreasonable and misleading $11,258,832.92 valuation of the Fund’s interest in 

Private Company 1. 

7. Hull and Nohl Made Misleading Statements In The Fund’s December 
31, 2016 Financial Statements and Quarterly Valuation for Private 
Company 1 
 

330. Greenpoint Tactical Income Fund’s financial statements as of and for the year 

ended December 31, 2016 represented that the Fund’s interest in Private Company 1 was valued at 

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$16,625,977.  Hull and Nohl through Greenpoint Management II and Chrysalis, respectively, 

shared authority for the valuation.  Hull and Nohl’s $16,625,977 valuation was misleading, 

unreasonable, and lacked an objective basis.  

331. The Fund’s financial statements as of and for the year ended December 31, 2016 

were distributed to investors and used to attract new investors and new investments from existing 

investors in the Fund. 

332. As of December 31, 2016, the paid in capital by the Fund through GP Chemical 

was $7,625,190.26 including the mineral the Fund valued at $2.5 million. 

333. For the fourth quarter of 2016, Hull and Nohl caused the Fund to record 

approximately $2,460,000 in new unrealized gains on Private Company 1’s securities that GP 

Chemical had purchased.   

334. Hull and Nohl derived the $16,625,977 valuation from the Quarterly Valuation for 

Private Company 1 with a valuation effective date of December 31, 2016 (“December 31, 2016 

Quarterly Valuation Report”).   

335. Chrysalis authored the December 31, 2016 Quarterly Valuation Report.  Nohl 

validated the December 31, 2016 Quarterly Valuation Report.  On February 16, 2017, Nohl 

certified the December 31, 2016 Quarterly Valuation Report stating, “[t]his report has been made 

completely to the best of my ability considering all factors known to me at the time of its creation.”  

336. In his validation Nohl represented that he was Chief Financial Officer, Treasurer, 

and Board Member for Private Company 1. 

337. The December 31, 2016 Quarterly Valuation Report was distributed to and/or made 

available to investors. 

338. In the December 31, 2016 Quarterly Valuation Report, Hull and Nohl stated the 

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enterprise value for Private Company 1 was $45,168,868.80 and the period investment value was 

$14,402,610.18 ($16,625,977.45 minus $2,223,367.27 in outstanding payables due to the founder 

of Private Company 1).  Hull and Nohl through Greenpoint Management II and Chrysalis, 

respectively, shared authority for the December 31, 2016 Quarterly Valuation Report, the 

$45,168,868.80 valuation of Private Company 1 as a whole, and the $16,625,977.45 valuation of 

the Fund’s interest in the company.  Hull and Nohl’s valuations were misleading, unreasonable, 

and lacked an objective basis.       

339. In valuing Private Company 1 at $45,168,868.80, Nohl and Hull ignored material 

negative facts that were known to Nohl and Hull.  

340. In the fourth quarter of 2016, Private Company 1 was still experiencing severe 

financial problems.  It still was not being paid for the pilot program to remediate oil pollution in 

Kuwait.  Its revenue for all of 2016 was $725,000.  Private Company 1 had $2.7 million in losses 

for the 2016.  Hull and Nohl knew these facts.   

341. The Fund through GP Chemical continued to be chronically late providing funding 

to Private Company 1.  GP Chemical agreed to pay Private Company 1 $1,374,077.90 by 

December 31, 2016 in exchange for 1,222 shares of Private Company 1.  On May 25, 2018, the 

Fund through GP Chemical paid $200,000 of the $1,374,077.90.  Thus, 17 months after the 

$1,374,077.90 was due, the Fund through GP Chemical paid $200,000 of the $1,374,077.90.  Hull 

and Nohl knew these facts.     

342. During 2016, Private Company 1 needed money.  On November 4, 2016, the main 

subsidiary of Private Company 1 took out a $1.85 million line of credit from Bank Number 1.  The 

line of credit was secured by all of the subsidiary’s assets.  Private Company 1 and all of its other 

subsidiaries were guarantors on the line of credit.  Greenpoint Tactical Income Fund’s entire 

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interest in Private Company 1 was subordinated to Bank Number 1’s liens.  Bank Number 1’s 

Uniform Commercial Code liens were filed with the Wisconsin Department of Financial 

Institutions and available to the public.    

343. Hull and Nohl knew all of these material facts at the time December 31, 2016 

Quarterly Valuation Report.  Despite knowing these material negative facts, Hull and Nohl 

ignored, withheld, and failed to disclose them in the December 31, 2016 Quarterly Valuation 

Report or otherwise. 

344. Given these material negative facts, Hull and Nohl’s $45,168,868.80 valuation of 

Private Company 1 as a whole and their $16,625,977.45 valuation of the Fund’s interest in the 

company are misleading, unreasonable, and lacked an objective basis.       

345. Hull, Nohl, Greenpoint Management II, and Chrysalis obtained money in the form 

of management fees by means of the unreasonable and misleading $16,625,977.45 valuation of the 

Fund’s interest in Private Company 1. 

8. Throughout 2017 Hull and Nohl Increased the Valuation of Private 
Company 1 Despite Knowing Material Negative Facts 
     

346. Greenpoint Tactical Income Fund’s financial statements for the period ended March 

31, 2017 represented that the Fund’s interest in Private Company 1 was valued at $18,433,549.16.  

Hull and Nohl through Greenpoint Management II and Chrysalis, respectively, shared authority for 

the valuation.  Hull and Nohl’s $18,433,549.16 valuation was misleading, unreasonable, and 

lacked an objective basis.  

347. The Fund’s financial statements for the period ended March 31, 2017 were 

distributed to investors and used to attract new investors and new investments from existing 

investors in the Fund. 

348. As of March 31, 2017, Greenpoint Tactical Income Fund’s paid in capital was 

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$8,625,190.26 including a mineral the Fund valued at $2.5 million.    

349. For the first quarter of 2017, Hull and Nohl caused the Fund to record 

approximately $2,430,938.98 in new unrealized gains on Private Company 1’s securities that GP 

Chemical purchased.   

350. Hull and Nohl derived the $18,433,549.16 valuation from the Quarterly Valuation 

for Private Company 1 with a valuation effective date of March 31, 2017 (“March 31, 2017 

Quarterly Valuation Report”). 

351. Chrysalis authored and Nohl validated the March 31, 2017 Quarterly Valuation 

Report.  On April 18, 2017, Nohl certified the March 31, 2017 Quarterly Valuation Report stating, 

“[t]his report has been made completely to the best of my ability considering all factors known to 

me at the time of its creation.” 

352. The March 31, 2017 Quarterly Valuation Report was distributed to and/or made 

available to investors. 

353. In the March 31, 2017 Quarterly Valuation Report, Hull and Nohl stated the 

enterprise value for Private Company 1 was $46,693,665.93 and the period investment value was 

$18,141,585.62.  Hull and Nohl through Greenpoint Management II and Chrysalis, respectively, 

shared authority for the March 31, 2017 Quarterly Valuation Report, the $46,693,665.93 valuation 

of Private Company 1 as a whole, and the $18,141,585.62 valuation of the Fund’s interest in the 

company.  Hull and Nohl’s valuations were misleading, unreasonable, and lacked an objective 

basis.      

354. In valuing Private Company 1 at $46,693,665.93, Nohl and Hull ignored material 

negative facts that were known to Nohl and Hull.  

355. Hull and Nohl in the March 31, 2017 Quarterly Valuation Report falsely and 

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misleadingly represented: 

To maximize the advantage of the Fund’s position, the Fund’s first $2.0mm 
investment was in newly issued non-dilutive units with which money [Private 
Company 1] was and is paying for the construction of the equipment necessary to 
meet the obligations of the [Foreign Government Entity] and other contracts.  It is 
the aim of the Fund to acquire more than 40% of all [Private Company 1] units 
within the next six months.  When complete, the Fund will sell its full interest in 
[Private Company 1] to the GreenPoint Green Fund (GGF).  The GGF is the 
vehicle by which the core [Private Company 1] technologies will be spun off into 
subsidiaries and capitalized.  At the time of the sale of the [Greenpoint Tactical 
Income Fund’s] interest to the GGF, we expect the sale price to be between 
$85MM - $140mm.  Thus, provided all parties working toward this end are 
successful, the [Greenpoint Tactical Income Fund] will exit with net proceeds 
between $31.25MM and $48MM within the next 12 months.  The likelihood of 
these events coming to pass is boosted by the pre-commitment of capital in an 
amount exceeding $50MM for the GGF . . .      
 
356. At the time of the March 31, 2017 Quarterly Valuation, Hull and Nohl knew that 

Greenpoint Tactical Income Fund through GP Chemical had not timely or completely paid the 

funding commitments to Private Company 1 in order to acquire more securities of Private 

Company 1; Private Company 1 needed the money to operate; and Private Company 1 could not 

perform its remediation contracts without the Fund timely and completely paying its funding 

commitments.  Despite knowing these material facts, in the March 31, 2017 Quarterly Valuation 

Report, Hull and Nohl ignored, withheld, and failed to disclose any of these material facts.   

357. Hull, Nohl, and their entities obtained money in the form of management fees by 

means of the unreasonable and misleading $18,141,585.62 valuation of the Fund’s interest in 

Private Company 1. 

358. In the March 31, 2017 Quarterly Valuation Report, Hull and Nohl still ignored, 

withheld, and failed to disclose that the $1.85 million line of credit from Bank Number 1 was 

secured by all of the assets of Private Company 1’s main subsidiary; Private Company 1 was a 

guarantor on the line of credit; and Greenpoint Tactical Income Fund’s entire interest in Private 

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Company 1 was subordinated to Bank Number 1’s liens.   

359. Greenpoint Tactical Income Fund’s financial statements for the period ended June 

30, 2017, for the period ended September 30, 2017, and for the period and year ended December 

31, 2017 represented that the Fund’s interest in Private Company 1 was valued at $18,285,637.25.  

Hull and Nohl through Greenpoint Management II and Chrysalis, respectively, shared authority for 

the valuation.  Hull and Nohl’s $18,285,637.25 valuation was misleading, unreasonable, and 

lacked an objective basis.  

360. The Fund’s financial statements for the period ended June 30, 2017, the period 

ended September 30, 2017, and period and year ended December 31, 2017 were distributed to 

investors and used to attract new investors and new investments from existing investors in the 

Fund. 

361. Hull and Nohl derived the $18,285,637.25 valuation from the Quarterly Valuation 

for Private Company 1 with a valuation effective date of June 30, 2017 (“June 30, 2017 Quarterly 

Valuation Report”); from the Quarterly Valuation for Private Company 1 with a valuation effective 

date of September 30, 2017 (“September 30, 2017 Quarterly Valuation Report”); and from the 

Quarterly Valuation for Private Company 1 with a valuation effective date of December 31, 2017 

(“December 31, 2017 Quarterly Valuation Report”). 

362. The Managing Members, namely Greenpoint Management II and Chrysalis, 

authored the June 30, 2017 Quarterly Valuation Report, September 30, 2017 Quarterly Valuation 

Report, and December 31, 2017 Quarterly Valuation Report.  Nohl performed the valuations and 

certified all three reports as “Managing Member Representative, Chief Evaluation Officer.” 

363. Hull and Nohl through Greenpoint Management II and Chrysalis, respectively, 

shared authority for the June 30, 2017 Quarterly Valuation Report, September 30, 2017 Quarterly 

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Valuation Report, December 31, 2017 Quarterly Valuation Report, and the valuations in the 

reports. 

364. The June 30, 2017 Quarterly Valuation Report, September 30, 2017 Quarterly 

Valuation Report, and December 31, 2017 Quarterly Valuation Report were distributed to and/or 

made available to investors. 

365. In the June 30, 2017 Quarterly Valuation report, Hull and Nohl stated the total 

equity interest of GP Chemical in Private Company 1 was $18,831,731.81.  Hull and Nohl shared 

authority for the $18,831,731.81 valuation of the Fund’s interest in the company.  Hull and Nohl’s 

valuation was misleading, unreasonable, and lacked an objective basis.      

366. In valuing the Fund’s interest in Private Company 1 at $18,831,731.8, Hull and 

Nohl ignored material negative facts that were known to Hull and Nohl.  

367. In the September 30, 2017 Quarterly Valuation report, Hull and Nohl stated the 

total equity interest of GP Chemical in Private Company 1 was $18,841,738.18.  Hull and Nohl 

shared authority for the $18,841,738.18 valuation of the Fund’s interest in the company.  Hull and 

Nohl’s valuation was misleading, unreasonable, and lacked an objective basis.      

368. In valuing the Fund’s interest in Private Company 1 at $18,841,738.18, Hull and 

Nohl ignored material negative facts that were known to Hull and Nohl.  

369. In the December 31, 2017 Quarterly Valuation report, Hull and Nohl stated the total 

equity interest of GP Chemical in Private Company 1 was $18,936,288.49.  Hull and Nohl shared 

authority for the $18,936,288.49 valuation of the Fund’s interest in the company.  Hull and Nohl’s 

valuation was misleading, unreasonable, and lacked an objective basis.      

370. In valuing the Fund’s interest in Private Company 1 at $18,936,288.49, Hull and 

Nohl ignored material negative facts that were known to Hull and Nohl.  

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371. By mid-2017, the $1.85 million line of credit was maxed out.  Private Company 1 

could not meet payroll.  Private Company 1 had not paid its vendors, and the vendors were 

pursuing collections.  By August 2017, the pilot program had been cancelled.  Private Company 1 

had never received any payment for the pilot program.  Hull and Nohl knew these material facts.     

372. Despite knowing these material negative facts, in the June 30, 2017 Quarterly 

Valuation Report, September 30, 2017 Quarterly Valuation Report, and December 31, 2017 

Quarterly Valuation Report, Hull and Nohl ignored, withheld, and failed to disclose any of these 

material facts.   

373. On or about September 11, 2017, representatives of Bank Number 1 had a meeting 

with representatives of Private Company 1.  Nohl, Fund Employee Number 1, and Fund Employee 

Number 2 attended the meeting.  At the meeting, Bank Number 1 informed Private Company 1, 

Nohl, Fund Employee Number 1, and Fund Employee Number 2 that the line of credit would not 

be renewed and had to be repaid when it matured on November 4, 2017.  At the September 11, 

2017 meeting, Bank Number 1 also informed Private Company 1, Nohl, Fund Employee Number 

1, and Fund Employee Number 2 that any payments deposited into Private Company 1’s bank 

account at Bank Number 1 would automatically be applied to the outstanding balance on the line 

of credit.     

374. At the September 11, 2017 meeting, Nohl stated to the representatives of Bank 

Number 1 that he and Fund Employee 1 would serve as the points of contact relating to the line of 

credit.   

375. Private Company 1’s subsidiary failed to pay off the line of credit when it matured 

on November 4, 2017.   

376. On or about November 14, 2017, Bank Number 1 sent a notice of delinquency to 

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the subsidiary of Private Company 1.  

377. On or about November 24, 2017, Bank Number 1 sent another notice of 

delinquency to the subsidiary of Private Company 1. 

378. On or about December 4, 2017, Bank Number 1 sent a notice of delinquency to 

Private Company 1. 

379. On or about December 8, 2017 Bank Number 1 sent a notice of default to Private 

Company 1. 

380. Despite knowing these material negative facts, Hull and Nohl ignored, withheld, 

and failed to disclose any of these material facts in the September 30, 2017 Quarterly Valuation 

Report and December 31, 2017 Quarterly Valuation Report.   

9. In The First Two Quarters of 2018 Hull and Nohl More Than Doubled 
the Valuation of the Fund’s Interest in Private Company 1 Despite 
Knowing Even More Material Negative Facts 

 
381. Greenpoint Tactical Income Fund’s financial statements for the period ended March 

31, 2018 represented that the Fund’s interest in Private Company 1 was valued at $38,516,264.81.  

Hull and Nohl through Greenpoint Management II and Chrysalis, respectively, shared authority for 

the valuation.  Hull and Nohl’s $38,516,264.81 valuation was misleading, unreasonable, and 

lacked an objective basis.  

382. By December 2017, Hull and Nohl knew that Private Company 1’s main subsidiary 

was in default on the line of credit.  Despite knowing this material negative fact, in the first quarter 

of 2018 Hull and Nohl increased the value of GP Chemical’s equity interest in Private Company 1 

by approximately $20.1 million, from $18,285,637.25 to $38,516,264.81. 

383. The Fund’s financial statements for the period ended March 31, 2018 were 

distributed to investors and used to attract new investors and new investments from existing 

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investors in the Fund.     

384. For the first quarter of 2018, Hull and Nohl caused the Fund to record 

approximately $20.1 million in new unrealized gains on Private Company 1’s securities that GP 

Chemical had purchased.   

385. Hull and Nohl derived the $38,516,264.81 valuation from the Quarterly Valuation 

for Private Company 1 with a valuation effective date of March 31, 2018 (“March 31, 2018 

Quarterly Valuation Report”).   

386. The Managing Members authored the March 31, 2018 Quarterly Valuation Report.  

Nohl performed the valuation and certified the report as “Managing Director.”  Hull and Nohl 

through Greenpoint Management II and Chrysalis, respectively, shared authority for the March 31, 

2018 Quarterly Valuation Report. 

387. The March 31, 2018 Quarterly Valuation Report was distributed to and/or made 

available to investors. 

388. In the March 31, 2018 Quarterly Valuation Report, Hull and Nohl stated that GP 

Chemical’s interest in Private Company 1 was valued at $38,370,479.81 and Private Company 1 as 

a whole was valued approximately $90.8 million.  Hull and Nohl shared authority for the March 

31, 2018 Quarterly Valuation report, the $90.8 million valuation of Private Company 1 as a whole, 

and the $38,370,479.81 valuation of the Fund’s interest in the company.  Hull and Nohl’s 

valuations were misleading, unreasonable, and lacked an objective basis.       

389. At the time of the March 31, 2018 Quarterly Valuation Report, Hull and Nohl knew 

that on or about March 2, 2018, Bank Number 1 proposed a standstill agreement to Fund 

Employee Number 1.  Under the proposed standstill agreement Bank Number 1 would defer legal 

action until at least September 30, 2018 in exchange for $500,000 followed by a payment schedule. 

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Hull and Nohl as managers of the Greenpoint Tactical Income Fund failed to do anything to 

facilitate the $500,000 payment.  The standstill agreement was never executed. 

390. Despite knowing these material facts about the default on the line of credit; Private 

Company 1’s dire financial condition; and the fact that the standstill agreement was not executed, 

Hull and Nohl more than doubled the value of the Fund’s interest in Private Company 1 in the first 

quarter of 2018.    

391. Hull, Nohl, and their entities obtained money in the form of management and other 

fees by means of the unreasonable and misleading $38,370,479.81 valuation of the Fund’s interest 

in Private Company 1. 

392. Greenpoint Tactical Income Fund’s financial statements for the period ended June 

30, 2018 represented that the Fund’s interest in Private Company 1 was valued at $46,192,616.34.  

Hull and Nohl through Greenpoint Management II and Chrysalis, respectively, shared authority for 

the valuation.  Hull and Nohl’s $46,192,616.34 valuation was misleading, unreasonable, and 

lacked an objective basis.  

393. The Fund’s financial statements for the period ended June 30, 2018 were distributed 

to investors and used to attract new investors and new investments from existing investors in the 

Fund.     

394. For the first quarter of 2018, Hull and Nohl caused the Fund to record 

approximately $7.1 million in new unrealized gains on Private Company 1’s securities that GP 

Chemical had purchased.   

395. Hull and Nohl derived the $46,192,616.34 valuation from the Quarterly Valuation 

for Private Company 1 with a valuation effective date of June 30, 2018 (“June 30, 2018 Quarterly 

Valuation Report”).   

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396. The June 30, 2018 Quarterly Valuation Report was distributed to and/or made 

available to investors. 

397. In the June 30, 2018 Quarterly Valuation Report, Hull and Nohl stated that GP 

Chemical’s interest in Private Company 1 was valued at approximately $45.49 million.  Hull and 

Nohl shared authority for the June 30, 2018 Quarterly Valuation Report and the $45.49 million 

valuation of the Fund’s interest in the company.  Hull and Nohl’s valuations were misleading, 

unreasonable, and lacked an objective basis.       

398. In May 2018, Nohl hired a debt workout firm to try to negotiate a settlement with 

Bank Number 1.  On June 21, 2018, outside counsel for Bank Number 1 sent a demand letter to 

Private Company 1.  Knowing that legal action by Bank Number 1 was imminent, Hull and Nohl 

increased the value of the Fund’s interest in Private Company 1 from $38,516,265 to $46,192,616.   

Hull and Nohl ignored, withheld, and failed to disclose these material negative facts. 

399. On July 5, 2018—just five days after the end of the Fund’s second quarter— Bank 

Number 1 filed suit to foreclose on the loan. 

400. On October 2, 2018, Bank Number 1 obtained a default judgment against Private 

Company 1. 

401. Private Company 1 is now defunct and worthless.  Greenpoint Tactical Income 

Fund’s financial statements for the third quarter of 2018 have not been prepared and distributed to 

investors.  On information and belief, the Fund has not informed the investors of the loss of more 

than one-third of the Fund’s value. 

402. Hull, Nohl, and their entities obtained money in the form of management and other 

fees by means of the unreasonable and misleading $46,192,616.34 valuation of the Fund’s interest 

in Private Company 1. 

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403. Below is a table summarizing by quarter Hull and Nohl’s valuations of the Fund’s 

interest in Private Company 1 and the percentage change in those valuations from quarter to 

quarter, as well as Hull and Nohl’s valuations of Private Company 1 as a whole and the quarterly 

percentage change in those valuations.  The value of the Fund’s interest in Private Company 1 

come from the Fund’s financial statements.  The valuations of Private Company 1 as a whole come 

from Hull and Nohl’s quarterly valuation reports on Private Company 1.  The valuations for 

Private Company 1 as a whole as of June 30, 2017, September 30, 2017, and December 31, 2017 

are derived from the value of the Fund’s investment in and its ownership percentage of Private 

Company 1 as reported in Hull and Nohl’s quarterly valuation reports. 

Quarter 
Ending 

 Value of 
Investment in 

Private Company  
1 per Fund 
Financial 

Statements 

% Change in 
Investment 

Value 

Value of Private 
Company 1 per 
Fund Valuation 

Reports 

% Change in 
Private Company 

1 Value 
Dec. 31, 2015 $4,260,564  - $40,390,533  - 

March 31, 2016 $7,032,589  65% $40,390,533  0% 

June 30, 2016 $12,637,748  80% $41,501,140  3% 

Sept. 30, 2016 $14,112,200  12% $42,150,190  2% 

Dec. 31, 2016 $16,625,977  18% $45,168,869  7% 

March 31, 2017 $18,433,549  11% $46,693,666  3% 

June 30, 2017 $18,285,637  -1% $47,079,330  1% 

Sept. 30, 2017 $18,285,637  0% $47,104,345  0% 

Dec. 31, 2017 $18,285,637  0% $47,128,641  0% 

March 31, 2018 $38,516,265  111% $90,800,000  93% 

June 30, 2018 $46,192,616  20%     
 

 

 

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COUNT I 

Violations of Section 17(a)(1) of the Securities Act 
(Against Defendants Hull, Nohl, Greenpoint Management II, Chrysalis, and Bluepoint) 

 
404. The SEC realleges and incorporates by reference paragraphs 1 through 403 as 

though fully set forth herein. 

405. By engaging in the conduct described above including engaging in undisclosed 

self-dealing and related party transactions and misleading investors about the Fund and their 

investments and about how the fund was being operated and valuing its assets, Defendants Hull, 

Nohl, Greenpoint Management II, Chrysalis, and Bluepoint in the offer or sale of securities, by use 

of the means and instruments of transportation or communication in interstate commerce or by use 

of the mails, directly or indirectly, employed devices, schemes, and artifices to defraud. 

406. Defendants Hull, Nohl, Greenpoint Management II, Chrysalis, and Bluepoint acted 

with scienter in that each knowingly or recklessly engaged in the fraudulent conduct described 

above. 

407. By reason of the foregoing, Defendants Hull, Nohl, Greenpoint Management II, 

Chrysalis, and Bluepoint violated Section 17(a)(1) of the Securities Act [15 U.S.C. § 77q(a)(1)]. 

COUNT II 

Violations of Section 17(a)(2) of the Securities Act 
(Against Defendants Hull, Nohl, Greenpoint II, Chrysalis, and Bluepoint) 

 
408. The SEC realleges and incorporates by reference paragraphs 1 through 403 as 

though fully set forth herein. 

409. By negligently engaging in the conduct described above including making false and 

misleading verbal statements and making false and misleading statements in the Confidential 

Investment Letters, financial statements, valuation reports, and other offering materials, 

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Defendants Hull, Nohl, Greenpoint Management II, Chrysalis, and Bluepoint in the offer or sale of 

securities, by use of the means and instruments of transportation or communication in interstate 

commerce or by use of the mails, directly or indirectly, have obtained money or property by means 

of any untrue statement of a material fact and any omission to state a material fact necessary in 

order to make the statements made, in light of the circumstances under which they were made, not 

misleading.  

410. By reason of the foregoing, Defendants Hull, Nohl, Greenpoint Management II, 

Chrysalis, and Bluepoint violated Sections 17(a)(2) of the Securities Act [15 U.S.C. § 77q(a)(2)]. 

COUNT III 

Violations of Section 17(a)(3) of the Securities Act 
(Against Defendants Hull, Nohl, Greenpoint II, Chrysalis, and Bluepoint) 

 
411. The SEC realleges and incorporates by reference paragraphs 1 through 403 as 

though fully set forth herein. 

412. By negligently engaging in the conduct described above including engaging in 

undisclosed self-dealing and related party transactions and misleading investors about the Fund and 

their investments and about how the fund was being operated and valuing its assets, Defendants 

Hull, Nohl, Greenpoint Management II, Chrysalis, and Bluepoint in the offer or sale of securities, 

by the use of the means and instruments of transportation or communication in interstate 

commerce or by use of the mails, directly or indirectly, have engaged in transactions, practices, and 

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

such securities.  

413. By reason of the foregoing, Defendants Hull, Nohl, Greenpoint Management II, 

Chrysalis, and Bluepoint violated Section 17(a)(3) of the Securities Act [15 U.S.C. § 77q(a)(3)]. 

 

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COUNT IV 

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

(Against Defendants Hull, Nohl, Greenpoint II, Chrysalis, and Bluepoint) 
 

414. The SEC realleges and incorporates by reference paragraphs 1 through 403 as 

though fully set forth herein. 

415. By engaging in the conduct described above including making false and misleading 

verbal statements; making false and misleading statements in the Confidential Investment Letters, 

financial statements, valuation reports, and other offering materials; engaging in undisclosed self-

dealing and related party transactions; and misleading investors as to how they were operating the 

Fund and valuing its assets, Defendants Hull, Nohl, Greenpoint Management II, Chrysalis, and 

Bluepoint in connection with the purchase or sale of securities, by the use of any means or 

instrumentalities of interstate commerce or by the use of the mails, or any national securities 

exchange, directly and indirectly: used and employed devices, schemes, and artifices to defraud;  

made untrue statements of material fact and omitted to state a material fact necessary in order to 

make the statements made, in light of the circumstances under which they were made, not 

misleading; and engaged in acts, practices, and courses of business which operated or would have 

operated as a fraud or deceit upon sellers and purchasers and prospective purchasers of securities. 

416. Defendants Hull, Nohl, Greenpoint Management II, Chrysalis, and Bluepoint acted 

with scienter in that each knowingly or recklessly engaged in the fraudulent conduct described 

above. 

417. By reason of the foregoing, Defendants Hull, Nohl, Greenpoint Management II, and 

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

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

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89 
 

COUNT V 

Violations of Section 206(1)  
of the Advisers Act 

(Against Defendants Hull, Nohl, Greenpoint Management II, and Chrysalis) 
 

418. The SEC realleges and incorporates by reference paragraphs 1 through 403 as 

though fully set forth herein. 

419. At all relevant times, Chrysalis and Greenpoint Management II were investment 

advisers to Greenpoint Tactical Income Fund.  They made investment decisions in exchange for 

compensation.    

420. By engaging in the conduct described above including engaging in undisclosed 

self-dealing and undisclosed related party transactions; operating the Fund and valuing its assets in 

violation of the operating agreements; and valuing its assets without an objective basis and by 

ignoring material negative facts, Chrysalis and Greenpoint Management II by use of the mails or 

means or instrumentalities of interstate commerce, directly or indirectly, employed devices, 

schemes, and artifices to defraud one or more clients or prospective clients.  

421. Chrysalis and Greenpoint Management II acted with scienter in that each 

knowingly or recklessly engaged in the devices, schemes, and artifices to defraud one or more 

clients or prospective clients. 

422. At all relevant times, Hull controlled and co-owned Greenpoint Management II.  

Greenpoint Management was an investment adviser to Greenpoint Tactical Income Fund in 

exchange for compensation.  Hull thereby acted as an investment adviser to Greenpoint Tactical 

Income Fund.  Hull made investment decisions in exchange for compensation.  Hull also acted as 

an investment adviser to Greenpoint Global Mittelstand Fund and Greenpoint Fine Art Fund.  Hull 

made investment decisions in exchange for compensation.  

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90 
 

423. At all relevant times, Nohl controlled and owned Chrysalis.  Chrysalis was an 

investment adviser to Greenpoint Tactical Income Fund in exchange for compensation.  Nohl 

thereby acted as an investment adviser to Greenpoint Tactical Income Fund.  He made investment 

decisions in exchange for compensation.   

424. By engaging in the conduct described above including engaging in undisclosed 

self-dealing and undisclosed related party transactions; operating the Fund and valuing its assets in 

violation of the operating agreements; and valuing its assets without an objective basis and by 

ignoring material negative facts, Hull and Nohl by use of the mails or means or instrumentalities of 

interstate commerce, directly or indirectly, employed devices, schemes, and artifices to defraud 

Greenpoint Tactical Income Fund. 

425. By engaging in the conduct described above including engaging in undisclosed 

self-dealing and undisclosed related party transactions and operating the funds in violation of the 

offering documents, Hull by use of the mails or means or instrumentalities of interstate commerce, 

directly or indirectly, employed devices, schemes, or artifices to defraud Greenpoint Global 

Mittelstand Fund and Greenpoint Fine Art Fund. 

426. Hull and Nohl acted with scienter in that each knowingly or recklessly engaged in 

the devices, schemes, or artifices to defraud one or more clients or prospective clients. 

427. By reason of the foregoing, Hull, Nohl, Greenpoint Management II, and Chrysalis 

violated Section 206(1) of the Advisers Act [15 U.S.C. § 80b-6(1)]. 

COUNT VI 

Violations of Section 206(1) 
of the Advisers Act 

(Against Defendants Bluepoint and Hull) 
 

428. The SEC realleges and incorporates by reference paragraphs 1 through 403 as 

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91 
 

though fully set forth herein. 

429. At all relevant times, Bluepoint was an investment adviser.  Bluepoint made 

investment decisions in exchange for compensation.  Hull was a principal and an investment 

adviser representative of Bluepoint.   

430. At all relevant times, Hull controlled and co-owned Bluepoint and received 

compensation through Bluepoint for providing investment advice to its clients.  Bluepoint through 

Hull advised all of Bluepoint’s individual clients to invest in the Greenpoint Funds.  For a majority 

of these individual clients, all of their assets under Bluepoint’s management were invested in the 

Greenpoint Funds.   

431. By engaging in the conduct described above including Hull and Bluepoint through 

Hull recommending that all of Bluepoint’s individual clients and nearly all of the assets under 

management be invested in the Greenpoint Funds without regard for each investor’s individual 

needs and circumstances and contrary to disclosures in Bluepoint’s Form ADV; making false and 

misleading verbal statements; and engaging in undisclosed self-dealing and related party 

transactions, Bluepoint and Hull by use of the mails or means or instrumentalities of interstate 

commerce, directly or indirectly, employed devices, schemes, or artifices to defraud one or more of 

these clients or prospective clients.  

432. Bluepoint acted with scienter in that it knowingly or recklessly engaged in the 

devices, schemes, and artifices to defraud one or more clients or prospective clients. 

433. Hull acted with scienter in that he knowingly or recklessly engaged in the devices, 

schemes, and artifices to defraud one or more clients or prospective clients. 

434. By reason of the foregoing, Bluepoint and Hull violated Section 206(1) of the 

Advisers Act [15 U.S.C. § 80b-6(1)]. 

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92 
 

COUNT VII 
 

Aiding and Abetting Violations of Section 206(1) 
of the Advisers Act 

(Against Defendants Hull and Nohl) 
 

435. The SEC realleges and incorporates by reference paragraphs 1 through 403 as 

though fully set forth herein. 

436. As alleged, Bluepoint, Chrysalis, and Greenpoint Management II, acting as 

investment advisers, violated Section 206(1) of the Advisers Act [15 U.S.C. § 80b-6(1)]. 

437. By engaging in the conduct described above, Hull knowingly or recklessly aided, 

abetted, counseled, commanded, induced, or procured Greenpoint Management II’s violations of 

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

438. By engaging in the conduct described above, Hull knowingly or recklessly aided, 

abetted, counseled, commanded, induced, or procured Bluepoint’s violations of Section 206(1) of 

the Advisers Act [15 U.S.C. § 80b-6(1)]. 

439. By engaging in the conduct described above, Nohl knowingly or recklessly aided, 

abetted, counseled, commanded, induced, or procured Chrysalis’ violations of Section 206(1) of 

the Advisers Act [15 U.S.C. § 80b-6(1)]. 

440. By reason of the foregoing, Hull aided and abetted Greenpoint Management II’s 

violations of Section 206(1) of the Advisers Act [15 U.S.C. § 80b-6(1)].  

441. By reason of the foregoing, Hull aided and abetted Bluepoint’s violations of Section 

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

442. By reason of the foregoing, Nohl aided and abetted Chrysalis’ violations of Section 

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

 

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93 
 

COUNT VIII 

Violations of Section 206(2) 
of the Advisers Act 

(Against Defendants Hull, Nohl, Greenpoint Management II, and Chrysalis) 
 

443. The SEC realleges and incorporates by reference paragraphs 1 through 403 as 

though fully set forth herein. 

444. At all relevant times, Chrysalis and Greenpoint Management II were investment 

advisers to Greenpoint Tactical Income Fund.  They made investment decisions in exchange for 

compensation.    

445. By engaging in the conduct described above including engaging in undisclosed 

self-dealing and undisclosed related party transactions; operating the Fund and valuing its assets in 

violation of the operating agreements; and valuing its assets without an objective basis and by 

ignoring material negative facts, Chrysalis and Greenpoint Management II by use of the mails or 

means or instrumentalities of interstate commerce, directly or indirectly, engaged in transactions, 

practices, and courses of business which operated as a fraud or deceit upon Greenpoint Tactical 

Income Fund.    

446. Chrysalis and Greenpoint Management II negligently engaged in the transactions, 

practices, and courses of business which operated as a fraud or deceit upon one or more clients or 

prospective clients  

447. At all relevant times, Hull controlled and co-owned Greenpoint Management II.  

Greenpoint Management II was an investment adviser to Greenpoint Tactical Income Fund in 

exchange for compensation.  Hull thereby acted as an investment adviser to Greenpoint Tactical 

Income Fund.  Hull made investment decisions in exchange for compensation.  Hull also acted as 

an investment adviser to Greenpoint Global Mittelstand Fund and Greenpoint Fine Art Fund.  Hull 

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94 
 

made investment decisions in exchange for compensation.  

448. At all relevant times, Nohl controlled and owned Chrysalis.  Chrysalis was an 

investment adviser to Greenpoint Tactical Income Fund in exchange for compensation.  Nohl 

thereby acted as an investment adviser to Greenpoint Tactical Income Fund.  Nohl made 

investment decisions in exchange for compensation.   

449. By engaging in the conduct described above including engaging in undisclosed 

self-dealing and undisclosed related party transactions; operating the Fund and valuing its assets in 

violation of the operating agreements; and valuing its assets without an objective basis and by 

ignoring material negative facts, Hull and Nohl by use of the mails or means or instrumentalities of 

interstate commerce, directly or indirectly, engaged in transactions, practices, and courses of 

business which operated as a fraud or deceit upon Greenpoint Tactical Income Fund. 

450. By engaging in the conduct described above including engaging in undisclosed 

self-dealing and undisclosed related party transactions and operating the funds in violation of the 

offering documents, Hull by use of the mails or means or instrumentalities of interstate commerce, 

directly or indirectly, employed devices, schemes, and artifices to defraud Greenpoint Global 

Mittelstand Fund and Greenpoint Fine Art Fund.    

451. Hull and Nohl negligently engaged in the transactions, practices, and courses of 

business which operated as a fraud or deceit upon one or more clients or prospective clients.  

452. By reason of the foregoing, Hull, Nohl, Chrysalis, and Greenpoint Management II 

violated Section 206(2) of the Advisers Act [15 U.S.C. § 80b-6(2)].  

 
 
 
 
 
 

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95 
 

COUNT IX 
 

Violations of Section 206(2) 
of the Advisers Act 

(Against Defendants Bluepoint and Hull) 
 

453. The SEC realleges and incorporates by reference paragraphs 1 through 403 as 

though fully set forth herein. 

454. At all relevant times, Bluepoint was an investment adviser in exchange for 

compensation.  Hull was a principal and an investment adviser representative of Bluepoint. 

455.  At all relevant times, Bluepoint through Hull advised all of Bluepoint’s individual 

clients to invest in the Greenpoint Funds.  For a majority of these individual clients, all of their 

assets under management by Bluepoint were invested in the Greenpoint Funds.   

456. By engaging in the conduct described above including Hull and Bluepoint through 

Hull recommending that all of Bluepoint’s individual clients and nearly all of the assets under 

management be invested in the Greenpoint Funds without regard for the investor’s individual 

needs and circumstances and contrary to disclosures in Bluepoint’s Form ADV; making false and 

misleading verbal and written statements; and engaging in undisclosed self-dealing and related 

party transactions, Bluepoint and Hull by use of the mails or means or instrumentalities of 

interstate commerce, directly or indirectly, engaged in transactions, practices, and courses of 

business which operated as a fraud or deceit upon one or more clients or prospective clients.   

457. Bluepoint negligently engaged in the transactions, practices, and courses of 

business which operated as a fraud or deceit upon one or more clients or prospective clients.  

458. Hull negligently engaged in the transactions, practices, and courses of business 

which operated as a fraud or deceit upon one or more clients or prospective clients.  

459. By reason of the foregoing, Bluepoint and Hull violated Section 206(2) of the 

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96 
 

Advisers Act [15 U.S.C. § 80b-6(2)]. 

COUNT X 
 

Aiding and Abetting Violations of Section 206(2) 
of the Advisers Act 

(Against Defendants Hull and Nohl) 
 

460. The SEC realleges and incorporates by reference paragraphs 1 through 403 as 

though fully set forth herein. 

461. As alleged, Bluepoint, Chrysalis, and Greenpoint Management II, acting as 

investment advisers, violated Section 206(2) of the Advisers Act [15 U.S.C. § 80b-6(2)]. 

462. By engaging in the conduct alleged above, Hull knowingly or recklessly aided, 

abetted, counseled, commanded, induced, or procured Greenpoint Management II’s violations of 

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

463. By engaging in the conduct alleged above, Hull knowingly or recklessly aided, 

abetted, counseled, commanded, induced, or procured Bluepoint’s violations of Section 206(2) of 

the Advisers Act [15 U.S.C. § 80b-6(2)]. 

464. By engaging in the conduct alleged above, Nohl knowingly or recklessly aided, 

abetted, counseled, commanded, induced, or procured Chrysalis’ violations of Section 206(2) of 

the Advisers Act [15 U.S.C. § 80b-6(2)]. 

465. By reason of the foregoing, Hull aided and abetted Greenpoint Management II’s 

violations of Section 206(2) of the Advisers Act [15 U.S.C. § 80b-6(2)].  

466. By reason of the foregoing, Hull aided and abetted Bluepoint’s violations of Section 

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

467. By reason of the foregoing, Nohl aided and abetted Chrysalis’ violations of Section 

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

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COUNT XI 

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

(Against Defendants Hull, Nohl, Greenpoint Management, II, and Chrysalis) 
 

468. The SEC realleges and incorporates by reference paragraphs 1 through 403 as 

though fully set forth herein. 

469. From at least January 1, 2018, Chrysalis and Greenpoint Management II were 

investment advisers to a pooled investment vehicle including Greenpoint Tactical Income Fund.    

470. By engaging in the conduct described above including making false and misleading 

statements in the Confidential Investment Letters, financial statements, valuation reports, and other 

offering materials; engaging in undisclosed self-dealing and undisclosed related party transactions; 

operating the Fund and valuing its assets in violation of the operating agreements; and valuing its 

assets without an objective basis and by ignoring material negative facts, Chrysalis and Greenpoint 

Management by use of the mails or means or instrumentalities of interstate commerce, directly or 

indirectly, negligently made untrue statements of material fact and 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 one or more investors or prospective investors in the pooled investment 

vehicle; and engaged in acts, practices, and courses of business that were fraudulent, deceptive, or 

manipulative with respect to one or more investors or prospective investor in the pooled investment 

vehicle. 

471. At all relevant times, Hull controlled and co-owned Greenpoint Management II.  

Hull thereby was an investment adviser to a pooled investment vehicle including Greenpoint 

Tactical Income Fund.    

472. At all relevant times, Nohl controlled and owned Chrysalis.  Nohl thereby was an 

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98 
 

investment adviser to a pooled investment vehicle including Greenpoint Tactical Income Fund.   

473. By engaging in the conduct described above including making false and misleading 

statements in the Confidential Investment Letters, financial statements, valuation reports, and other 

offering materials; engaging in undisclosed self-dealing and undisclosed related party transactions; 

operating the Fund and valuing its assets in violation of the operating agreements; and valuing its 

assets without an objective basis and by ignoring material negative facts, Hull and Nohl by use of 

the mails or means or instrumentalities of interstate commerce, directly or indirectly, negligently 

made untrue statements of material fact and 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 

one or more investors or prospective investors in the pooled investment vehicle; and engaged in 

acts, practices, and courses of business that were fraudulent, deceptive, or manipulative with 

respect to one or more investors or prospective investor in the pooled investment vehicle. 

474. By reason of the foregoing, Hull, Nohl, Chrysalis, and Greenpoint Management II 

violated Section 206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8 [275.206(4)-

8]. 

COUNT XII 
 

Aiding and Abetting  
Violations of Section 206(4) of the Advisers Act 

and Rule 206(4)-8  
 (Against Defendants Hull and Nohl) 

 
475. The SEC realleges and incorporates by reference paragraphs 1 through 403 as 

though fully set forth herein. 

476. As alleged, Chrysalis and Greenpoint Management II, were investment advisers to 

a pooled investment vehicle including Greenpoint Tactical Income Fund. 

477. At all relevant times, Hull controlled and co-owned Greenpoint Management II.   

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99 
 

478. At all relevant times, Nohl controlled and owned Chrysalis. 

479. By engaging in the conduct described above, Hull knowingly or recklessly aided, 

abetted, counseled, commanded, induced, or procured Greenpoint Management II’s violations of 

Section 206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8 [275.206(4)-8]. 

480. By engaging in the conduct described above, Nohl knowingly or recklessly aided, 

abetted, counseled, commanded, induced, or procured Chrysalis’ violations of Section 206(4) of 

the Advisers Act [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8 [275.206(4)-8]. 

481. By reason of the foregoing, Hull aided and abetted Greenpoint Management II’s 

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

[275.206(4)-8]. 

482. By reason of the foregoing, Nohl aided and abetted Chrysalis’ violations of Section 

206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8 [275.206(4)-8]. 

RELIEF REQUESTED 

 WHEREFORE, the SEC respectfully requests that this Court: 

I.  

 Issue findings of fact and conclusions of law that Defendants Hull, Nohl, Bluepoint, 

Chrysalis, and Greenpoint Asset Management II committed the violations charged and alleged 

herein. 

II.  

 Enter an Order of Permanent Injunction restraining and enjoining Defendants Hull, Nohl, 

Bluepoint, Chrysalis, and Greenpoint Management II from, directly or indirectly, engaging in the 

transactions, acts, practices, and courses of business described above, or in conduct of similar 

purport and object, in violation of Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)]; 

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Section 10(b) of the Exchange Act [15 U.S.C. §78j(b)] and Rule 10b-5 thereunder [17 C.F.R. 

240.10b-5]; and Sections 206(1) and 206(2) of the Advisers Act [15 U.S.C §§ 80b-6(1) and 80b-

6(2)], and as to Defendants Hull, Nohl, Chrysalis, and Greenpoint Management II enter an Order 

of Permanent Injunction restraining and enjoining them from, directly or indirectly, engaging in 

the transactions, acts, practices, and courses of business described above, or in conduct of similar 

purport and object, in violation 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].   

III.  

 Enter an Order requiring Defendants Hull, Nohl, Bluepoint, Chrysalis, and Greenpoint 

Management II to disgorge all of their ill-gotten gains received as a result of the violations 

alleged in this Complaint including prejudgment interest. 

IV. 

With regard to Defendants Hull’s, Nohl’s, Bluepoint’s, Chrysalis’, and Greenpoint 

Management II’s violative acts, practices, and courses of business set forth herein, issue an Order 

imposing upon Defendants Hull, Nohl, Bluepoint, Chrysalis, and Greenpoint Management II 

appropriate civil penalties pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)], 

Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)], and Section 209(e) of the 

Advisers Act [15 U.S.C § 80b-9(e)]. 

V.  

 Retain jurisdiction of this action in accordance with the principals of equity and the 

Federal Rules of Civil Procedure in order to implement and carry out the terms of all orders and 

decrees that may be entered or to entertain any suitable application or motion for additional relief 

within the jurisdiction of this Court. 

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VI. 

 Grant such other relief as this Court deems appropriate. 
 

September 30, 2019 

UNITED STATES SECURITIES  
  AND EXCHANGE COMMISSION 

 
             By: /s/Doressia L. Hutton     
       Doressia L. Hutton ([email protected])  
        Christopher H. White ([email protected]) 
       175 West Jackson Boulevard, Suite 1450 
       Chicago, IL 60604-2615 
       (312) 353-7390 
       (312) 353-7398 (fax) 
 
       Attorneys for Plaintiff the United States  
       Securities and Exchange Commission 
 

 

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