SEC v. Eliseo Jojo Prisno; and P/E Capital Investment Management Partners, No. 1:25-cv-07491, Northern District of Illinois (July 3, 2025) — Complaint

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION

 :
UNITED STATES SECURITIES AND  :
EXCHANGE COMMISSION, :
 :
Plaintiff, :
 :
v. : Civil Action No. 1:25-cv  -7491
 :
ELISEO JOJO PRISNO and P/E :    JURY TRIAL DEMANDED
CAPITAL INVESTMENT :
MANAGEMENT PARTNERS, :
 :
Defendants. :
 :
COMPLAINT
Plaintiff United States Securities and Exchange Commission (“SEC”) alleges:
1. From at least February 2019 through at least July 2023 (“Relevant Period”),
Defendant Eliseo Jojo Prisno and Defendant P/E Capital Investment Management
Partners (“P/E Capital”), an investment adviser he controlled (together, the
“Defendants”), violated the federal securities laws by charging many of their advisory
clients inflated, unauthorized, and unearned fees.
2. Defendants oftentimes did so by signing in to their clients’ brokerage
accounts using their clients’ login credentials—frequently without their clients’
knowledge or consent—and then routing multifactor authentication texts to phone
numbers under Defendants’ control. Through this scheme and other deception, they
cumulatively charged over 220 advisory client accounts approximately $2.4 million in

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unauthorized and undisclosed quarterly fees—on top of the disclosed annual advisory
fees. Prisno was personally enriched by charging these fees.
3. By engaging in this conduct, Defendants violated Sections 206(1) and
206(2) of the Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. §§ 80b-6(1)
and 80b-6(2)]. Defendants will continue to violate the federal securities laws unless
restrained or enjoined by this Court. The SEC therefore seeks a judgment against
Defendants that includes  : (a) imposing permanent injunctive relief, including prohibiting
Prisno from acting as or being associated with a broker, dealer, or investment adviser;
(b) ordering disgorgement of ill-gotten gains plus prejudgment interest; and (c) imposing
civil monetary penalties.
JURISDICTION AND VENUE

4. This Court has jurisdiction over this action pursuant to Sections 209(d) and
214(a) of the Advisers Act [15 U.S.C. §§ 80b-9(d) and 80b-14(a)].
5. In connection with the conduct alleged in this Complaint, Defendants
directly or indirectly made use of the means or instruments of transportation and
communication in interstate commerce, or of the mails, or of the facilities of a national
securities exchange.
6. Venue is proper in this Court because acts, practices, and courses of
business constituting violations alleged herein have occurred within the jurisdiction of the
United States District Court for the Northern District of Illinois. Prisno resides in this
district, and P/E Capital’s principal place of business is in this district.

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DEFENDANTS

7. Eliseo Jojo Prisno, age 58, is a resident of Chicago, Illinois. Prisno and his
wife are co-owners and managers of P/E Capital. Prisno is the majority owner, Chief
Executive Officer, Chief Compliance Officer, and “Senior Investment Advisor” of P/E
Capital. He provides all advisory services on behalf of P/E Capital and effectively
controls the company and its securities investment decisions. At all times during the
Relevant Period, Prisno was an “investment adviser” as that term is defined in the
Advisers Act.
8. P/E Capital Investment Management Partners is an Illinois partnership
with its principal place of business in Chicago, Illinois. It was founded in 2010 and has
been registered as an investment adviser with the state of Illinois since September 2014,
as well as with California, Indiana, and conditionally with Texas since 2021. As of July
2021, P/E Capital reported having 150 clients and assets under management of
approximately $40,500,000. As of January 2025, it reported   having 120 clients and assets
under management of approximately $20,500,000. At all times during the Relevant
Period, P/E Capital was an “investment adviser” as that term is defined in the Advisers
Act.
FACTUAL ALLEGATIONS
I. BACKGROUND
9. Defendants provide discretionary investment management services to
clients, most of whom are of Filipino descent and live either in the Philippines or the
United States. Many of P/E Capital’s clients are not experienced investors.

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10. Defendants entered into investment advisory relationships with and owed a
fiduciary duty to each of its clients. P/E Capital collected advisory fees from its clients. It
charged its clients annual fees based on a percentage of their assets under management
(“Advisory Fee”). During the Relevant Period, Defendants disclosed the following
information about fees in P/E Capital’s Form ADV Part 2A Brochure (“Brochure”),
which Defendants provided to at least some advisory clients:
(a) P/E Capital charged its clients who had accounts at
Brokerage Firms A and B Advisory Fees   of either 2% or
2.4%.
(b) P/E Capital did not charge any performance-based fees.
(c) P/E Capital billed for its services in arrears; it did not
charge the clients in advance or solicit or require
prepayment of fees.
(d) Beginning with its Brochure filed August 18, 2021, P/E
Capital first disclosed that it would charge accounts at
Brokerage Firm A enrolled in its “Growth Hedge
(Nasdaq 100) MIP Program” 50% of “Realized Credit
Options Revenue Share,” defined as “realized gains
derived from writing Derivatives.”
11. These were the only fees P/E Capital disclosed to Defendants’ clients who
had accounts at Brokerage Firm A or Brokerage Firm B.
12. Prisno signed the amendments to P/E Capital’s Form ADVs, including the
amendments to the Brochure filed during the Relevant Period.

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II. DEFENDANTS CHARGED MORE THAN $2.4 MILLION IN
UNDISCLOSED AND UNAUTHORIZED FEES TO CLIENTS WITH
TRADING ACCOUNTS AT BROKERAGE FIRM A.
13. Brokerage Firm A permitted P/E Capital’s clients to pre-authorize quarterly
invoicing by P/E Capital up to a set, authorized dollar limit (“Quarterly Fee Cap”).
During the Relevant Period, Defendants used this Quarterly Fee Cap to charge unearned
and unauthorized quarterly fees—above and beyond the disclosed Advisory Fees—to
many client accounts held at Brokerage Firm A (“Added Fees”).
14. Here’s how they did it: First, Defendants would facilitate the client’s
opening of a brokerage account with Brokerage Firm A by creating a username,
password, and account security questions for the client on Brokerage Firm A’s online
platform. While some clients changed their passwords, others continued to use the
password provided to them by P/E Capital. This enabled Defendants to access a client’s
account without her knowledge. The brokerage account opening documents supplied to
the client included no reference to any Added Fees.
15. Second, P/E Capital would provide Brokerage Firm A with the client’s
purported contact information, which oftentimes included a mobile phone number and an
email address controlled by Defendants, not the client.
16. Third, Defendants—oftentimes within 30 days of the opening of the
brokerage account—would sign in with P/E Capital’s adviser username and password
(“Adviser Login”) to request a Quarterly Fee Cap. This request, in turn, would trigger
Brokerage Firm A’s request directed to the client for her approval.

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17. Fourth, Defendants would use the client’s login credentials to log into her
Brokerage Firm A account portal. Defendants would circumvent Brokerage Firm A’s
multifactor authentication by routing the authentication code—which the brokerage firm
intended for the client—to themselves.
18. Fifth, once Brokerage Firm A’s system authenticated the user,
Defendants—still posing as their client—would then pretend to approve P/E Capital’s
request to establish a Quarterly Fee Cap.
19. Sixth, P/E Capital would then sign in as itself—using its Adviser Login—
and invoice its client for an Added Fee  , which oftentimes amounted to the Quarterly Fee
Cap.
20. While the amount of the Added Fees varied over time and by account,
during the Relevant Period the Added Fees on average amounted to more than twice to
three times the disclosed Advisory Fees. In other words, while P/E Capital disclosed
Advisory Fees of 2% or 2.4%, it actually charged these clients an average of more than
7% of assets under management—totaling more than $2.4 million in Added Fees
charged to at least 220 client accounts. These Added fees were not disclosed to clients in
P/E Capital’s Brochure or marketing materials.
21. Many, if not all, of these clients who were charged Added Fees did not
know that P/E Capital was charging fees above and beyond the disclosed Advisory Fee,
and had not agreed to the Added Fees, including Clients A, B, and C.
22. Client A. When Client A invested with P/E Capital in 2020, he was not
aware he would pay any fees other than the Advisory Fee and did not agree to Added

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Fees. Yet during the Relevant Period, Defendants charged him over $10,000 in Added
Fees—tripling the total fees he paid P/E Capital.
23. Client B. On or around September 24, 2019, P/E Capital used its Adviser
Login to request Added Fees from a Brokerage Firm A account held by P/E Capital
Client B. Client B never authorized P/E Capital to charge any fees other than Advisory
Fees. But two days later someone logged into Client B’s account, from the same IP
address as the person at P/E Capital who used the Adviser Login to request the Added
Fees, and approved the request. Client B never so much as saw—let alone approved—the
fee request.
24. Client C. Client C opened an account at Brokerage Firm A in October
2020, with only the 2.4% Advisory Fee listed in the account application. Prisno’s phone
number was set for multi-factor authentication. A Quarterly Fee Cap was later added in
March 2021 and then raised in November 2021. The “client approval” for these Quarterly
Fee Caps did not come from Client C. Rather, the Adviser Login request and purported
Client Login approval both came from IP addresses that had been used to approve Added
Fees in many other accounts.
25. In all, for at least 167 Quarterly Fee Cap changes, both the fee request from
the Adviser Login and the purported fee approval from the Client Login originated from
the same IP address.
26. After charging their clients the Added Fees for more than four years,
Defendants misconduct stopped when, in or around August 2023, Brokerage Firm A
notified Defendants that it would close P/E Capital’s advisory account.

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III. DEFENDANTS CHARGED UNDISCLOSED AND UNAUTHORIZED
FEES TO CLIENTS WITH TRADING ACCOUNTS AT BROKERAGE
FIRM B.
27. P/E Capital disclosed that clients’ accounts held at Brokerage Firm B
would be charged an Advisory Fee (2% before July 15, 2021 and 2.4% after July 15,
2021), which was supposed to be paid from the accounts in six annual increments, every
60 days.
28. P/E Capital was responsible for calculating the advisory fees to be deducted
from the account by Brokerage Firm B.
29. P/E Capital overcharged many of its Brokerage Firm B clients. During the
Relevant Period, P/E Capital charged many client accounts at Brokerage Firm B with fees
inconsistent with and higher than the disclosed and agreed-upon Advisory Fee.
30. Numerous accounts were also billed at a frequency other than the disclosed
frequency of once every 60 days.
IV. DEFENDANTS’ ILL-GOTTEN GAINS
31. Of the more than $3.3 million in fees P/E Capital received from its clients
during the Relevant Period, more than $2.4 million came from Added Fees charged to
clients’ accounts held at Brokerage Firm A, and more than $100,000 came from
overbilling advisory fees to clients’ accounts held at Brokerage Firm B.
32. In the Relevant Period, Prisno transferred at least $2.9 million from P/E
Capital to Prisno’s personal checking account, through which he paid for personal
expenses.

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V. DEFENDANTS BREACHED THEIR FIDUCIARY DUTIES
TO THEIR CLIENTS.
33. Defendants are investment advisers. As such, they owe each client
affirmative duties of utmost good faith, care, loyalty, full and fair disclosure of all
material facts, and to act in the client’s best interests.
34. By engaging in the conduct described above, Defendants breached their
duties to their clients, including by charging undisclosed, unauthorized, and unearned
fees in amounts without any basis, and by deceptively accessing client accounts through
client logins and bypassing multifactor authentication to approve such fees.
35. Defendants’ misrepresentations and omissions regarding the Added Fees
were material. In making a decision to use Defendants as an investment adviser that made
investment decisions on their behalf, a reasonable investor would have considered it
important that—rather than charging the fees disclosed and represented to clients—
Defendants instead charged undisclosed, unauthorized, and unearned fees to client
accounts, in many cases without client authorization.
36. Defendants acted with scienter. At the time Defendants charged their
advisory clients inflated, unauthorized, undisclosed, and unearned fees, Defendants knew
or recklessly disregarded that their representations to prospective advisory clients
regarding the fees charged to clients’ accounts were false, misleading, and omitted
material information. Defendants knew, or recklessly disregarded, that they received, and
were continuing to receive, millions of dollars of manually invoiced quarterly fees, on top
of the disclosed annual advisory fees. Defendants acted with scienter, recklessly, or

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negligently by failing to ensure that they only charged their clients the fees they had
disclosed to their clients.
VI. PRISNO’S CONTINUING MISCONDUCT
37. In 2022, Defendants began undertaking to transition at least some of their
P/E Capital clients to other platforms, including Ashtree Block Ventures LLC
(“Ashtree”), another investment adviser that Prisno controlled.
38. Between about September 2022 and March 2024, Prisno registered Ashtree
with the SEC as an “internet adviser” because he hoped the SEC’s imprimatur would
attract and retain investors and clients. Prisno filed a Form ADV for Ashtree claiming it
had $5 million in assets under management and 94 clients. Prisno did so despite knowing
that Ashtree was not operational, had zero clients, and zero assets under management.
Even after SEC staff told Prisno that Ashtree was not eligible to register as an “internet
adviser,” Prisno did not immediately withdraw Ashtree’s registration. Only after SEC
staff told Prisno that it would be withdrawing Ashtree’s registration did he do so on his
own initiative.
VII. THIS ACTION IS TIMELY FILED.
39. The misconduct at issue in this Complaint occurred between about February
2019 and at least July 2023.
40. Defendants entered into agreements with the SEC in which they agreed to toll
any statute of limitations applicable to the conduct and claims alleged herein between
March 20, 2024 and August 17, 2025.

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CLAIMS FOR RELIEF
COUNT I
Against Defendants Eliseo Jojo Prisno and P/E Capital Investment Management
Partners for Violations of Section 206(1) of the Advisers Act

41. The SEC realleges and incorporates by reference paragraphs 1 through 40
as if fully set forth herein.
42. Defendants Eliseo Jojo Prisno and P/E Capital Investment Management
Partners, while acting as investment advisers, by the use of the means and instruments of
transportation or communication in interstate commerce or by use of the mails, directly
and indirectly employed devices, schemes, or artifices to defraud clients and prospective
clients.
43. Defendants Eliseo Jojo Prisno and P/E Capital Investment Management
Partners knowingly or recklessly engaged in the conduct described above.
44. By engaging in the conduct described above, Defendants Eliseo Jojo Prisno
and P/E Capital Investment Management Partners have violated, and, unless restrained
and enjoined, will in the future violate Section 206(1) of the Advisers Act [15 U.S.C.
§ 80b-6(1)].
COUNT II
Against Defendants Eliseo Jojo Prisno and P/E Capital Investment Management
Partners for Violations of Section 206(2) of the Advisers Act

45.  The SEC realleges and incorporates by reference paragraphs 1 through 40
as if fully set forth herein.
46. Defendants Eliseo Jojo Prisno and P/E Capital Investment Management

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Partners, while acting as investment advisers, by the use of the means and instruments of
transportation or communication in interstate commerce or by use of the mails, directly
and indirectly engaged in transactions, practices, or courses of business which operate as
a fraud or deceit upon clients and prospective clients.
47. Defendants Eliseo Jojo Prisno and P/E Capital Investment Management
Partners knowingly or recklessly engaged in the conduct described above.
48. By engaging in such conduct, Defendants also acted negligently.
By engaging in the conduct described above, Defendants Eliseo Jojo Prisno and P/E
Capital Investment Management Partners have violated, and, unless restrained and
enjoined, will in the future violate Section 206(2) of the Advisers Act [15 U.S.C.
§ 80b-6(2)].
RELIEF REQUESTED
 WHEREFORE, the Commission requests that the Court:
I.
  Find that Defendants violated the federal securities laws as alleged herein.
II.
  Enter injunctions, in a form consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, permanently restraining and enjoining Defendants from violating,
directly or indirectly, Sections 206(1) and 206(2) of the Advisers Act by committing or
engaging in specified actions or activities relevant to such violations.

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III.
  Enter injunctions, in a form consistent with Rule 65(d) of the Federal Rules of
Civil Procedure and pursuant to Sections 21(d)(1) and (5) of the Securities Exchange Act
of 1934 (“Exchange Act”) [15 U.S.C. §§ 78u(d) (1), (5)], permanently restraining and
enjoining Defendants from, directly or indirectly, acting as or being associated with any
broker, dealer, or investment adviser.
IV.
  Order Defendants to disgorge the ill-gotten gains that they received, directly or
indirectly, from the violations alleged herein, including prejudgment interest, pursuant to
Sections 21(d)(5) and 21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(5), (7)].
V.
  Order Defendants to pay civil monetary penalties pursuant to Section 209(e) of the
Advisers Act [15 U.S.C. § 80b-9(e)] in an amount to be determined by this Court.
VI.
  Retain jurisdiction over this action in accordance with the principles 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.
VII.
  Grant such other relief as the Court deems appropriate.

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JURY DEMAND
Pursuant to Rule 38(b) of the Federal Rules of Civil Procedure, Plaintiff demands
that this case be tried to a jury on all issues so triable.

Dated: July 3, 2025

UNITED STATES SECURITIES AND
EXCHANGE COMMISSION

  /s/ Alyssa Qualls
Alyssa Qualls IL Bar No. 6292124
Jonathan Polish, IL Bar No. 6237890
Daniel Griffin, IL Bar No. 6289624
Bradley Lewis, IL Bar No. 6297027
175 West Jackson Boulevard, Suite 1450
Chicago, Illinois 60604
(312) 353-7390
(312) 353-7398 (FAX)
[email protected]
[email protected]
[email protected]
[email protected]

Attorneys for Plaintiff United States
Securities and Exchange Commission

IN THE UNITED STATES DISTRICT COURT 
FOR THE NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 
                                                                               
 : 
UNITED STATES SECURITIES AND  : 
EXCHANGE COMMISSION, :   
 : 

Plaintiff, :        
 : 

v. : Civil Action No. 1:25-cv-7491 
 :  
ELISEO JOJO PRISNO and P/E :    JURY TRIAL DEMANDED 
CAPITAL INVESTMENT :   
MANAGEMENT PARTNERS, : 
 :  

Defendants. :    
 :   

COMPLAINT 

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

1. From at least February 2019 through at least July 2023 (“Relevant Period”), 

Defendant Eliseo Jojo Prisno and Defendant P/E Capital Investment Management 

Partners (“P/E Capital”), an investment adviser he controlled (together, the 

“Defendants”), violated the federal securities laws by charging many of their advisory 

clients inflated, unauthorized, and unearned fees.  

2. Defendants oftentimes did so by signing in to their clients’ brokerage 

accounts using their clients’ login credentials—frequently without their clients’ 

knowledge or consent—and then routing multifactor authentication texts to phone 

numbers under Defendants’ control. Through this scheme and other deception, they 

cumulatively charged over 220 advisory client accounts approximately $2.4 million in 

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unauthorized and undisclosed quarterly fees—on top of the disclosed annual advisory 

fees. Prisno was personally enriched by charging these fees.  

3. By engaging in this conduct, Defendants violated Sections 206(1) and 

206(2) of the Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. §§ 80b-6(1) 

and 80b-6(2)]. Defendants will continue to violate the federal securities laws unless 

restrained or enjoined by this Court. The SEC therefore seeks a judgment against 

Defendants that includes: (a) imposing permanent injunctive relief, including prohibiting 

Prisno from acting as or being associated with a broker, dealer, or investment adviser;  

(b) ordering disgorgement of ill-gotten gains plus prejudgment interest; and (c) imposing 

civil monetary penalties. 

JURISDICTION AND VENUE 
 

4. This Court has jurisdiction over this action pursuant to Sections 209(d) and 

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

5. In connection with the conduct alleged in this Complaint, Defendants 

directly or indirectly made use of the means or instruments of transportation and 

communication in interstate commerce, or of the mails, or of the facilities of a national 

securities exchange.   

6. Venue is proper in this Court because acts, practices, and courses of 

business constituting violations alleged herein have occurred within the jurisdiction of the 

United States District Court for the Northern District of Illinois. Prisno resides in this 

district, and P/E Capital’s principal place of business is in this district. 

 

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DEFENDANTS 
 

7. Eliseo Jojo Prisno, age 58, is a resident of Chicago, Illinois. Prisno and his 

wife are co-owners and managers of P/E Capital. Prisno is the majority owner, Chief 

Executive Officer, Chief Compliance Officer, and “Senior Investment Advisor” of P/E 

Capital. He provides all advisory services on behalf of P/E Capital and effectively 

controls the company and its securities investment decisions. At all times during the 

Relevant Period, Prisno was an “investment adviser” as that term is defined in the 

Advisers Act. 

8. P/E Capital Investment Management Partners is an Illinois partnership 

with its principal place of business in Chicago, Illinois. It was founded in 2010 and has 

been registered as an investment adviser with the state of Illinois since September 2014, 

as well as with California, Indiana, and conditionally with Texas since 2021. As of July 

2021, P/E Capital reported having 150 clients and assets under management of 

approximately $40,500,000. As of January 2025, it reported having 120 clients and assets 

under management of approximately $20,500,000. At all times during the Relevant 

Period, P/E Capital was an “investment adviser” as that term is defined in the Advisers 

Act. 

FACTUAL ALLEGATIONS 

I. BACKGROUND 

9. Defendants provide discretionary investment management services to 

clients, most of whom are of Filipino descent and live either in the Philippines or the 

United States. Many of P/E Capital’s clients are not experienced investors.  

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10. Defendants entered into investment advisory relationships with and owed a 

fiduciary duty to each of its clients. P/E Capital collected advisory fees from its clients. It 

charged its clients annual fees based on a percentage of their assets under management 

(“Advisory Fee”). During the Relevant Period, Defendants disclosed the following 

information about fees in P/E Capital’s Form ADV Part 2A Brochure (“Brochure”), 

which Defendants provided to at least some advisory clients: 

(a) P/E Capital charged its clients who had accounts at 
Brokerage Firms A and B Advisory Fees of either 2% or 
2.4%. 

(b) P/E Capital did not charge any performance-based fees. 

(c) P/E Capital billed for its services in arrears; it did not 
charge the clients in advance or solicit or require 
prepayment of fees. 

(d) Beginning with its Brochure filed August 18, 2021, P/E 
Capital first disclosed that it would charge accounts at 
Brokerage Firm A enrolled in its “Growth Hedge 
(Nasdaq 100) MIP Program” 50% of “Realized Credit 
Options Revenue Share,” defined as “realized gains 
derived from writing Derivatives.”   

11. These were the only fees P/E Capital disclosed to Defendants’ clients who 

had accounts at Brokerage Firm A or Brokerage Firm B.  

12. Prisno signed the amendments to P/E Capital’s Form ADVs, including the 

amendments to the Brochure filed during the Relevant Period.  

  

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II. DEFENDANTS CHARGED MORE THAN $2.4 MILLION IN 
UNDISCLOSED AND UNAUTHORIZED FEES TO CLIENTS WITH 
TRADING ACCOUNTS AT BROKERAGE FIRM A. 

13. Brokerage Firm A permitted P/E Capital’s clients to pre-authorize quarterly 

invoicing by P/E Capital up to a set, authorized dollar limit (“Quarterly Fee Cap”). 

During the Relevant Period, Defendants used this Quarterly Fee Cap to charge unearned 

and unauthorized quarterly fees—above and beyond the disclosed Advisory Fees—to 

many client accounts held at Brokerage Firm A (“Added Fees”).  

14. Here’s how they did it: First, Defendants would facilitate the client’s 

opening of a brokerage account with Brokerage Firm A by creating a username, 

password, and account security questions for the client on Brokerage Firm A’s online 

platform. While some clients changed their passwords, others continued to use the 

password provided to them by P/E Capital. This enabled Defendants to access a client’s 

account without her knowledge. The brokerage account opening documents supplied to 

the client included no reference to any Added Fees.  

15. Second, P/E Capital would provide Brokerage Firm A with the client’s 

purported contact information, which oftentimes included a mobile phone number and an 

email address controlled by Defendants, not the client. 

16. Third, Defendants—oftentimes within 30 days of the opening of the 

brokerage account—would sign in with P/E Capital’s adviser username and password 

(“Adviser Login”) to request a Quarterly Fee Cap. This request, in turn, would trigger 

Brokerage Firm A’s request directed to the client for her approval. 

 

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17. Fourth, Defendants would use the client’s login credentials to log into her 

Brokerage Firm A account portal. Defendants would circumvent Brokerage Firm A’s 

multifactor authentication by routing the authentication code—which the brokerage firm 

intended for the client—to themselves.  

18. Fifth, once Brokerage Firm A’s system authenticated the user, 

Defendants—still posing as their client—would then pretend to approve P/E Capital’s 

request to establish a Quarterly Fee Cap.   

19. Sixth, P/E Capital would then sign in as itself—using its Adviser Login—

and invoice its client for an Added Fee, which oftentimes amounted to the Quarterly Fee 

Cap. 

20. While the amount of the Added Fees varied over time and by account, 

during the Relevant Period the Added Fees on average amounted to more than twice to 

three times the disclosed Advisory Fees. In other words, while P/E Capital disclosed 

Advisory Fees of 2% or 2.4%, it actually charged these clients an average of more than 

7% of assets under management—totaling more than $2.4 million in Added Fees 

charged to at least 220 client accounts. These Added fees were not disclosed to clients in 

P/E Capital’s Brochure or marketing materials. 

21. Many, if not all, of these clients who were charged Added Fees did not 

know that P/E Capital was charging fees above and beyond the disclosed Advisory Fee, 

and had not agreed to the Added Fees, including Clients A, B, and C. 

22. Client A. When Client A invested with P/E Capital in 2020, he was not 

aware he would pay any fees other than the Advisory Fee and did not agree to Added 

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7 

Fees. Yet during the Relevant Period, Defendants charged him over $10,000 in Added 

Fees—tripling the total fees he paid P/E Capital.   

23. Client B. On or around September 24, 2019, P/E Capital used its Adviser 

Login to request Added Fees from a Brokerage Firm A account held by P/E Capital 

Client B. Client B never authorized P/E Capital to charge any fees other than Advisory 

Fees. But two days later someone logged into Client B’s account, from the same IP 

address as the person at P/E Capital who used the Adviser Login to request the Added 

Fees, and approved the request. Client B never so much as saw—let alone approved—the 

fee request. 

24. Client C. Client C opened an account at Brokerage Firm A in October 

2020, with only the 2.4% Advisory Fee listed in the account application. Prisno’s phone 

number was set for multi-factor authentication. A Quarterly Fee Cap was later added in 

March 2021 and then raised in November 2021. The “client approval” for these Quarterly 

Fee Caps did not come from Client C. Rather, the Adviser Login request and purported 

Client Login approval both came from IP addresses that had been used to approve Added 

Fees in many other accounts.  

25. In all, for at least 167 Quarterly Fee Cap changes, both the fee request from 

the Adviser Login and the purported fee approval from the Client Login originated from 

the same IP address. 

26. After charging their clients the Added Fees for more than four years, 

Defendants misconduct stopped when, in or around August 2023, Brokerage Firm A 

notified Defendants that it would close P/E Capital’s advisory account. 

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III. DEFENDANTS CHARGED UNDISCLOSED AND UNAUTHORIZED 
FEES TO CLIENTS WITH TRADING ACCOUNTS AT BROKERAGE 
FIRM B. 

27. P/E Capital disclosed that clients’ accounts held at Brokerage Firm B 

would be charged an Advisory Fee (2% before July 15, 2021 and 2.4% after July 15, 

2021), which was supposed to be paid from the accounts in six annual increments, every 

60 days. 

28. P/E Capital was responsible for calculating the advisory fees to be deducted 

from the account by Brokerage Firm B. 

29. P/E Capital overcharged many of its Brokerage Firm B clients. During the 

Relevant Period, P/E Capital charged many client accounts at Brokerage Firm B with fees 

inconsistent with and higher than the disclosed and agreed-upon Advisory Fee. 

30. Numerous accounts were also billed at a frequency other than the disclosed 

frequency of once every 60 days. 

IV. DEFENDANTS’ ILL-GOTTEN GAINS 

31. Of the more than $3.3 million in fees P/E Capital received from its clients 

during the Relevant Period, more than $2.4 million came from Added Fees charged to 

clients’ accounts held at Brokerage Firm A, and more than $100,000 came from 

overbilling advisory fees to clients’ accounts held at Brokerage Firm B.  

32. In the Relevant Period, Prisno transferred at least $2.9 million from P/E 

Capital to Prisno’s personal checking account, through which he paid for personal 

expenses. 

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V. DEFENDANTS BREACHED THEIR FIDUCIARY DUTIES  
TO THEIR CLIENTS. 

33. Defendants are investment advisers. As such, they owe each client 

affirmative duties of utmost good faith, care, loyalty, full and fair disclosure of all 

material facts, and to act in the client’s best interests. 

34. By engaging in the conduct described above, Defendants breached their 

duties to their clients, including by charging undisclosed, unauthorized, and unearned 

fees in amounts without any basis, and by deceptively accessing client accounts through 

client logins and bypassing multifactor authentication to approve such fees. 

35. Defendants’ misrepresentations and omissions regarding the Added Fees 

were material. In making a decision to use Defendants as an investment adviser that made 

investment decisions on their behalf, a reasonable investor would have considered it 

important that—rather than charging the fees disclosed and represented to clients—

Defendants instead charged undisclosed, unauthorized, and unearned fees to client 

accounts, in many cases without client authorization. 

36. Defendants acted with scienter. At the time Defendants charged their 

advisory clients inflated, unauthorized, undisclosed, and unearned fees, Defendants knew 

or recklessly disregarded that their representations to prospective advisory clients 

regarding the fees charged to clients’ accounts were false, misleading, and omitted 

material information. Defendants knew, or recklessly disregarded, that they received, and 

were continuing to receive, millions of dollars of manually invoiced quarterly fees, on top 

of the disclosed annual advisory fees. Defendants acted with scienter, recklessly, or 

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negligently by failing to ensure that they only charged their clients the fees they had 

disclosed to their clients. 

VI. PRISNO’S CONTINUING MISCONDUCT  

37. In 2022, Defendants began undertaking to transition at least some of their 

P/E Capital clients to other platforms, including Ashtree Block Ventures LLC 

(“Ashtree”), another investment adviser that Prisno controlled.  

38. Between about September 2022 and March 2024, Prisno registered Ashtree 

with the SEC as an “internet adviser” because he hoped the SEC’s imprimatur would 

attract and retain investors and clients. Prisno filed a Form ADV for Ashtree claiming it 

had $5 million in assets under management and 94 clients. Prisno did so despite knowing 

that Ashtree was not operational, had zero clients, and zero assets under management. 

Even after SEC staff told Prisno that Ashtree was not eligible to register as an “internet 

adviser,” Prisno did not immediately withdraw Ashtree’s registration. Only after SEC 

staff told Prisno that it would be withdrawing Ashtree’s registration did he do so on his 

own initiative.  

VII. THIS ACTION IS TIMELY FILED.   

39. The misconduct at issue in this Complaint occurred between about February 

2019 and at least July 2023.  

40. Defendants entered into agreements with the SEC in which they agreed to toll 

any statute of limitations applicable to the conduct and claims alleged herein between 

March 20, 2024 and August 17, 2025.  

 

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CLAIMS FOR RELIEF 

COUNT I 

Against Defendants Eliseo Jojo Prisno and P/E Capital Investment Management 
Partners for Violations of Section 206(1) of the Advisers Act  

 
41. The SEC realleges and incorporates by reference paragraphs 1 through 40  

as if fully set forth herein. 

42. Defendants Eliseo Jojo Prisno and P/E Capital Investment Management 

Partners, while acting as investment advisers, by the use of the means and instruments of 

transportation or communication in interstate commerce or by use of the mails, directly 

and indirectly employed devices, schemes, or artifices to defraud clients and prospective 

clients. 

43. Defendants Eliseo Jojo Prisno and P/E Capital Investment Management 

Partners knowingly or recklessly engaged in the conduct described above. 

44. By engaging in the conduct described above, Defendants Eliseo Jojo Prisno 

and P/E Capital Investment Management Partners have violated, and, unless restrained 

and enjoined, will in the future violate Section 206(1) of the Advisers Act [15 U.S.C. 

§ 80b-6(1)]. 

COUNT II 

Against Defendants Eliseo Jojo Prisno and P/E Capital Investment Management 
Partners for Violations of Section 206(2) of the Advisers Act 

 
45.  The SEC realleges and incorporates by reference paragraphs 1 through 40 

as if fully set forth herein. 

46. Defendants Eliseo Jojo Prisno and P/E Capital Investment Management 

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Partners, while acting as investment advisers, by the use of the means and instruments of 

transportation or communication in interstate commerce or by use of the mails, directly 

and indirectly engaged in transactions, practices, or courses of business which operate as 

a fraud or deceit upon clients and prospective clients. 

47. Defendants Eliseo Jojo Prisno and P/E Capital Investment Management 

Partners knowingly or recklessly engaged in the conduct described above. 

48. By engaging in such conduct, Defendants also acted negligently.  

By engaging in the conduct described above, Defendants Eliseo Jojo Prisno and P/E 

Capital Investment Management Partners have violated, and, unless restrained and 

enjoined, will in the future violate Section 206(2) of the Advisers Act [15 U.S.C. 

§ 80b-6(2)]. 

RELIEF REQUESTED 

 WHEREFORE, the Commission requests that the Court: 

I. 

  Find that Defendants violated the federal securities laws as alleged herein.  

II. 

  Enter injunctions, in a form consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure, permanently restraining and enjoining Defendants from violating, 

directly or indirectly, Sections 206(1) and 206(2) of the Advisers Act by committing or 

engaging in specified actions or activities relevant to such violations.  

 

 

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III. 

  Enter injunctions, in a form consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure and pursuant to Sections 21(d)(1) and (5) of the Securities Exchange Act 

of 1934 (“Exchange Act”) [15 U.S.C. §§ 78u(d) (1), (5)], permanently restraining and 

enjoining Defendants from, directly or indirectly, acting as or being associated with any 

broker, dealer, or investment adviser.   

IV. 

  Order Defendants to disgorge the ill-gotten gains that they received, directly or 

indirectly, from the violations alleged herein, including prejudgment interest, pursuant to 

Sections 21(d)(5) and 21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(5), (7)].  

V. 

  Order Defendants to pay civil monetary penalties pursuant to Section 209(e) of the 

Advisers Act [15 U.S.C. § 80b-9(e)] in an amount to be determined by this Court. 

VI. 

  Retain jurisdiction over this action in accordance with the principles 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.  

VII. 

  Grant such other relief as the Court deems appropriate. 

 

 

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JURY DEMAND 

Pursuant to Rule 38(b) of the Federal Rules of Civil Procedure, Plaintiff demands 

that this case be tried to a jury on all issues so triable. 

 
Dated: July 3, 2025 
 

 

 
UNITED STATES SECURITIES AND 
EXCHANGE COMMISSION 
 
  /s/ Alyssa Qualls                                   
Alyssa Qualls IL Bar No. 6292124 
Jonathan Polish, IL Bar No. 6237890 
Daniel Griffin, IL Bar No. 6289624 
Bradley Lewis, IL Bar No. 6297027 
175 West Jackson Boulevard, Suite 1450 
Chicago, Illinois 60604 
(312) 353-7390 
(312) 353-7398 (FAX) 
[email protected] 
[email protected] 
[email protected] 
[email protected] 
 
Attorneys for Plaintiff United States 
Securities and Exchange Commission 

 
 

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