The SEC charged three investment adviser representatives with acting as unregistered brokers in selling interests in a venture fund, StraightPath Venture Partners, LLC, that purportedly invested in shares of pre-IPO companies. The fund was previously subject to an emergency order by the SEC in 2002 to halt an ongoing Ponzi scheme involving pre-IPO stock. In a related case, the SEC charged VCP Financial, LLC, the investment adviser for which the representatives worked, with failing to disclose and manage conflicts of interest when recommending investments in affiliated private funds and disclaiming its role in their investment decision by stating that VCP Financial was not acting as their investment adviser in connection with their investment in those funds. While the case involves an egregious pre-IPO stock fraud, it nevertheless provides an important reminder regarding activities that are frequently conducted by investment advisers and their related persons when selling private fund interests that the SEC may deem to constitute broker-dealer activity. The case also continues a theme from other recent enforcement cases challenging the use of liability disclaimers in violation of the Investment Advisers Act.