20251 companies like Facebook, Inc. ("Facebook"), Twitter, Inc. ("Twitter"), and Zynga Inc. ("Zynga"). In2 the course
operating these funds, Defendants misled investors about the compensation they earned,3 engaged in undisclosed self-dealing adverse to the funds and the funds' investors, lied about the4 amount
stock the funds actually held, and freely misstated material facts· about the companies inwhich the funds were investing to attract potential investors.
Through this action the Commission seeks an order enjoining Defendants from future 7 violations
the securities>Iaws, requiring them to disgorge ill-gotten gains with prejudgment interest, 8 and requiring them to pay civil monetary penalties.
The Commission brings this action under to Sections 20(b), 20(d) and 22(a)
1933 (the "Securities Act") [15 U.S.C. §§ 77t(b), 77t(d) and 77v(a)J, Sections 21(d),
21(e), and 27
the Securities Exchange
1934 ("Exchange Act") [15 U.S.C. §§ 78u(d),
(e), and 78aa], and Sections 209 and 214
the Investment Advisers Act
80b-9 and 80b-14].4. This Court has jurisdiction over this action under Sections 20(b), 20( d), and 22(a)
the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)], Sections 21(d), 21(e), and 27
Exchange Act [15 U.S.C.
78u(d), 78u(e), and 78aa], and Sections 209 and 214
the Advisers Act
80b-9 and 80b-14].195. Defendants, directly
indirectly, made use
the means or instrumentalities
a national securities exchange in
connection with the transactions, acts, practices and courses
business alleged herein.
Venue in this District is proper under Section 22(a)
the Securities Act [15 U.S.C:23
77v(a»), Section 27
the Exchange Act [15 U.S.C.
78aa], and Section 214
the Advisers Act24 [15 U.S.C.
80b-14) because Defendants engaged in acts, practices, and courses
business in thisDistrict that violate the Securities Act, the Exchange Act, and the Advisers Act and also because26 defendants transacted business in this District. Defendants' funds were specifically designed to27 purchase securities
three pre':'IPO companies located in this District: Facebook, which has its28 headquarters in
Park, California; Twitter,
headquarters in San Francisco; and Zynga, with