Mio Partners, Inc.

Allegations: MIO, WITHOUT ADMITTING OR DENYING ANY WRONGDOING, CONSENTED TO THE ENTRY OF AN ORDER BY THE SEC FINDING THAT MIO DID NOT HAVE ADEQUATE WRITTEN POLICIES AND PROCEDURES REASONABLY DESIGNED, TAKING INTO CONSIDERATION THE NATURE OF MIO'S BUSINESS, TO PREVENT THE MISUSE OF MATERIAL NON-PUBLIC INFORMATION. Status: Final Sanction Detail: CIVIL PENALTY IN THE AMOUNT OF $18 MILLION. PAID ON NOVEMBER 22, 2021. Summary: ON NOVEMBER 19, 2021, WITHOUT ADMITTING OR DENYING ANY WRONGDOING, MIO CONSENTED TO THE ENTRY OF AN ADMINISTRATIVE AND CEASE-AND-DESIST ORDER (THE "ORDER") INSTITUTED BY THE SEC. ACCORDING TO THE ORDER, FROM AT LEAST 2015 THROUGH 2020, MIO HAD FAILED TO ESTABLISH, MAINTAIN, AND ENFORCE WRITTEN POLICIES AND PROCEDURES REASONABLY DESIGNED, TAKING INTO CONSIDERATION THE NATURE OF ITS BUSINESS, TO PREVENT THE MISUSE OF MATERIAL NON-PUBLIC INFORMATION ("MNPI"). ACTIVE MCKINSEY PARTNERS WHO WERE MEMBERS OF THE INVESTMENTS COMMITTEE OF MIO'S BOARD OF DIRECTORS (THE "BOARD") (I) OBTAINED MNPI CONCERNING ISSUERS AS A RESULT OF THEIR CONSULTING WORK ON BEHALF OF CLIENTS, AND (II) HAD ACCESS TO MNPI CONCERNING THE INVESTMENTS MADE BY MIO FUNDS AS A RESULT OF THEIR PARTICIPATION ON THE MIO INVESTMENTS COMMITTEE. PER THE ORDER, ALLOWING ACTIVE MCKINSEY PARTNERS, INDIVIDUALS WHO HAD ACCESS TO MNPI ABOUT ISSUERS IN WHICH MIO FUNDS WERE INVESTED, TO OVERSEE AND MONITOR MIO'S INVESTMENT DECISIONS PRESENTED AN ONGOING RISK OF MISUSE OF MNPI, AND MIO DID NOT HAVE POLICIES AND PROCEDURES REASONABLY DESIGNED TO ADDRESS THE RISKS ASSOCIATED WITH ITS ORGANIZATIONAL STRUCTURE. THE ORDER DID NOT FIND ANY MISUSE OF MNPI BY MIO OR ITS EMPLOYEES. HOWEVER, THE ORDER INCLUDED FINDINGS OF VIOLATIONS OF SECTION 204A AND SECTION 206(4) OF THE ADVISERS ACT AND RULE 206(4)-7 THEREUNDER WITH RESPECT TO THE IMPLEMENTATION AND ENFORCEMENT OF ITS WRITTEN PROCEDURES. THE ORDER INCLUDES CEASE AND DESIST PROVISIONS AND A CENSURE, AND PAYMENT OF A CIVIL PENALTY IN THE AMOUNT OF $18 MILLION.