UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 103791 / August 27, 2025

ADMINISTRATIVE PROCEEDING

File No. 3-21405

In the Matter of

Pinnacle Investments, LLC,

Respondent.

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ORDER APPROVING MODIFIED

PLAN OF DISTRIBUTION

On May 5, 2023, the Commission issued an Order Instituting Administrative and Ceaseand-Desist Proceedings, Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and

Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 (“Advisers Act”), Making

Findings, and Imposing Remedial Sanctions and a Cease-and-Desist order (the “Order”) 1 against

Pinnacle Investments, LLC (“Pinnacle” or the “Respondent”). In the Order, the Commission

found that Pinnacle, a registered investment adviser and broker-dealer, made false and

misleading statements in Commission filings regarding reviews of advisory client accounts;

failed to adequately disclose its conflicts of interests in connection with the outside business

activities and related compensation arrangements of an Investment Adviser Representative with

an affiliated fund; failed to adopt and implement policies and procedures reasonably designed to

prevent violations of the Advisers Act concerning reviews of client accounts and conflicts of

interest; and failed to deliver required information concerning advisory personnel to its clients.

The Commission ordered the Respondent to pay $83,462.00 in disgorgement, $11,874.00 in

prejudgment interest, and a $393,381.00 civil money penalty, for a total of $488,717.00, to the

Commission. The Commission also created a Fair Fund, pursuant to Section 308(a) of the

Sarbanes-Oxley Act of 2002, so the penalty collected, along with the disgorgement and

prejudgment interest collected, can be distributed to harmed investors (the “Fair Fund”).

The Fair Fund includes the $488,717.00 collected from the Respondent. The assets of the

Fair Fund are subject to the continuing jurisdiction and control of the Commission. The Fair

Fund has been deposited in a Commission-designated account at the U.S. Department of the

Treasury, and any interest accrued will be added to the Fair Fund.

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Exchange Act Rel. No. 97448 (May 5, 2023).

On June 30, 2025, the Division of Enforcement, pursuant to delegated authority,

published a Notice of Proposed Plan of Distribution and Opportunity for Comment (“Notice”), 2

pursuant to Rule 1103 of the Commission’s Rules on Fair Fund and Disgorgement Plans

(“Commission’s Rules”); 3 and simultaneously posted the Proposed Plan of Distribution (the

“Proposed Plan”). The Notice advised interested persons that they could obtain a copy of the

Proposed Plan from the Commission’s public website or by submitting a written request to

Sondra Panahi, United States Securities and Exchange Commission, 801 Brickell Ave, Suite

1950, Miami, FL 33131. The Notice also advised that all persons desiring to comment on the

Proposed Plan could submit their comments, in writing, within 30 days of the Notice. The

Commission received no comments on the Proposed Plan during the comment period.

The Proposed Plan provides for the distribution of the Net Available Fair Fund 4 to

compensate investors for management advisory fees paid to the Respondent during the Relevant

Period, when the Respondent failed to conduct adequate periodic reviews for certain client

advisory accounts to determine whether they were being managed in accordance with their

investment mandates as described in the Order.

The Division of Enforcement now requests that the Commission approve the Proposed

Plan. 5

Accordingly, it is hereby ORDERED, pursuant to Rule 1104 of the Commission’s

Rules, that the Proposed Plan is approved, and the approved Modified Plan of Distribution shall

be posted simultaneously with this order on the Commission’s website at www.sec.gov.

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For the Commission, by the Division of Enforcement, pursuant to delegated authority. 7

Vanessa A. Countryman

Secretary

Exchange Act Rel. No. 103346 (June 30, 2025).

17 C.F.R. § 201.1103.

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All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Proposed

Plan.

5

The Proposed Plan has been modified to name Simpluris, Inc. (“Simpluris”) as the fund administrator. See Order

Appointing Fund Administrator, Setting Administrator’s Bond Amount, and Authorizing the Approval and Payment

of the Fees and Expenses of Administration, Exchange Act Rel. No. 103441 (July 11, 2025).

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17 C.F.R. § 201.1104.

7

17 C.F.R. § 200.30-4(a)(21)(iv).

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