The Securities and Exchange Commission (SEC) announced that it has reached a settlement with Galois Capital Management LLC, a Florida-based former registered investment adviser, over charges related to the mishandling of client assets and misleading investors.
Galois Capital managed a private fund primarily invested in crypto assets. The SEC found that the firm failed to adhere to critical requirements designed to safeguard client assets, including those offered and sold as securities. This failure, coupled with misleading statements to investors about the notice period required for redemptions, has led to Galois Capital agreeing to a settlement, which includes a civil penalty of $225,000.
Custody Rule Violations and the FTX Collapse
Beginning in July 2022, Galois Capital did not ensure that certain crypto assets held by its advised private fund were maintained with a qualified custodian. The Custody Rule is a crucial regulatory measure that requires investment advisers to keep client assets with a qualified custodian to protect them from loss, misuse, or misappropriation.
Galois Capital, however, held these assets in online trading accounts on various crypto asset trading platforms, including the now-infamous FTX Trading Ltd., which were not qualified custodians. This oversight proved costly. In November 2022, approximately half of the fund’s assets under management were lost following the collapse of FTX. The SEC’s order indicates that this significant loss was directly linked to Galois Capital’s failure to comply with the Custody Rule, thus exposing its investors to unnecessary risks.
In addition to the custody-related violations, the SEC found that Galois Capital misled its investors about the required notice period for redemptions. The firm had represented to certain investors that redemptions required at least five business days’ notice before the month-end.
However, it was discovered that Galois Capital allowed other investors to redeem with fewer days’ notice, a practice that was not disclosed to all investors. This discrepancy in redemption policies created an uneven playing field and breached the trust of the investors who were misled.
SEC’s Response and Enforcement Actions
Corey Schuster, Co-Chief of the SEC Enforcement Division’s Asset Management Unit, commented on the case, stating, “By failing to comply with Custody Rule provisions, Galois Capital exposed investors to risks that fund assets, including crypto assets, could be lost, misused, or misappropriated.” He further emphasized the SEC’s commitment to holding investment advisers accountable for violating their fundamental investor protection obligations.
Without admitting or denying the findings, Galois Capital consented to the SEC’s order, which requires the firm to cease and desist from further violations of the Advisers Act. The order also includes a censure of Galois Capital and the imposition of a $225,000 civil penalty.
This penalty will be distributed to the fund’s harmed investors, providing some restitution for the losses incurred due to the firm’s regulatory lapses.
The investigation leading to these charges was a collaborative effort by members of the SEC’s Division of Enforcement’s Asset Management Unit.
Implications for the Crypto Asset Management Sector
The SEC’s action against Galois Capital Management LLC is a significant development in the regulation of crypto asset management. It sends a strong message to investment advisers in the crypto space that the SEC will rigorously enforce compliance with the Investment Advisers Act and other regulatory frameworks designed to protect investors.
Crypto assets, by their nature, present unique challenges and risks, making adherence to regulatory safeguards even more critical. As the crypto market continues to evolve, firms involved in managing crypto investments must remain vigilant and ensure that they meet all regulatory requirements. This includes maintaining assets with qualified custodians and providing transparent and fair treatment to all investors.
The collapse of FTX and the subsequent losses faced by Galois Capital’s investors highlight the vulnerabilities in the crypto market and the need for robust regulatory oversight. The SEC’s enforcement actions are a step toward ensuring that investor protection remains a priority, even as the financial landscape becomes increasingly digital and complex.