Austen Access Fund Ordered to Cease and Pay $2,500 Penalty
Summary
The New Hampshire Bureau of Securities Regulation has issued a consent order against Austen Access Fund, LP. The fund is ordered to cease and desist from further violations and pay a $2,500 penalty for filing a notice of exemption more than one year after its first sale of securities in the state.
What changed
The New Hampshire Bureau of Securities Regulation has entered into a consent order with Austen Access Fund, LP, requiring the fund to cease and desist from further violations of state securities law and pay a $2,500 penalty. The order stems from Austen Access's failure to file a notice of exemption within 15 days of its first sale of securities in New Hampshire on April 1, 2024, instead filing over a year later on August 5, 2025. This delay constitutes a violation of RSA 421-B:3-302 and subjects the fund to penalties under RSA 421-B:6-603.
Austen Access, without admitting or denying the allegations, has agreed to this order to resolve the matter. Regulated entities, particularly fund managers operating in New Hampshire, should ensure timely notice filings for exempt securities offerings to avoid similar penalties. Compliance officers should review their procedures for tracking first sales and filing deadlines for federal covered securities to prevent violations and potential enforcement actions, including fines and cease and desist orders.
What to do next
- Review procedures for timely notice filings of exempt securities offerings in New Hampshire.
- Ensure compliance with RSA 421-B:3-302 regarding the 15-day filing window after the first sale.
- Verify tracking mechanisms for first sale dates and associated filing deadlines.
Penalties
$2,500 penalty
Source document (simplified)
STATE OF NEW HAMPSHIRE DEPARTMENT OF STATE BUREAU OF SECURITIES REGULATION CONCORD, NEW HAMPSHIRE IN THE MATTER OF: ) ) Austen Access Fund, LP-D1 ) 1-2025000066 ) ) RESPONDENT ) ) -~----------------) CONSENT ORDER I. For purposes of settling the above-referenced matter and in lieu of further administrative proceedings, Austen Access Fund, LP - D 1 (hereinafter referred to as "Austen Access"), has submitted an offer of settlement, which the Bureau of Securities Regulation, Department ofState, State ofNew Hampshire (hereinafter referred to as "the Bureau") has determined to accept. Accordingly, Austen Access, without admitting or denying the allegations or findings contained herein, does hereby consent to the entry of this Order and the following undertakings and sanctions: The Facts 1. On April 1, 2024, Austen Access made the first sale of its securities in this state to a New Hampshire resident. 2. On August 5, 2025, Austen Access, sent a notice filing to the Bureau relying on the exemption from securities registration provided by Rule 506 of Regulation D under the Securities Act of 1933, as amended, and New Hampshire RSA 421-B:3-302. 3. The notice filing was received by the Bureau on August 5, 2025. The Law I. Pursuant to New Hampshire RSA 42 l-B:3-301, it is unlawful for any person to offer or sell any security in this state unless the security is registered pursuant to RSA 421- B, the security, offer, or transaction is exempt under RSA 421-B:2-201 through 2- 203, or the security is federally covered. Respondent Austen Access is subject to this provision. 2. Pursuant to RSA 421-8:3-302, Austen Access, which sold a federal covered security as described in section 18(b)(4)(F) ofthe Securities Act of 1933, was required to
notice file with the Bureau within fifteen (15) days of the first sale in New Hampshire yet, as outlined above, Austen Access filed its notice filing on August 5, 2025, more than one year after the first sale of covered securities in New Hampshire. 3. Pursuant to RSA -B :6-614( d)(2), any notice filing delinquent by more than one (1) year may be subject to the fines and penalties outlined in RSA 42 l-B:6-603, 6- 604, and 5-508. Respondent Austen Access is subject to this provision. II. In view ofthe foregoing, Respondent agrees to the following undertaking and sanctions: l. Respondent Austen Access agrees that it has voluntarily consented to the entry of this Order and represents and avers that no employee or representative ofthe Bureau has made any promise, representation, or threat to induce its execution. 2. Respondent Austen Access agrees to waive its right to an administrative hearing and any appeal therein under this chapter. 3. Respondent Austen Access agrees that this Order is entered into for purpose of resolving only the matter as described herein. This Order shall have no collateral estoppel, res judicata or evidentiary effect in any other lawsuit, proceeding, or action, not described herein. Likewise, this Order shall not be construed to restrict the Bureau's right to initiate an administrative investigation or proceeding relative to conduct by Respondent which the Bureau has no knowledge at the time ofthe date offinal entry of this Order. 4. Respondent Austen Access agrees not to take any action or make or permit to be made any public statement, including in regulatory filings or otherwise, denying, directly or indirectly, any allegation in this Consent Order or create the impression that the Consent Order is without factual basis. Nothing in this provision affects Respondent's testimonial obligations or right to take legal positions in litigation in which the State of New Hampshire is not a party. 5. Respondent Austen Access agrees to cease and desist from further violations of New Hampshire RSA 421-B. 6. Respondent Austen Access agrees to submit payment to the State of New Hampshire representing administrative penalties in the amount ofTwo Thousand Five Hundred Dollars ($2,500). 7. Upon execution of this Order by Respondent Austen Access, Austen Access agrees to pay a total ofTwo Thousand Five Hundred Dollars ($2,500) to the State of New Hampshire, which will be applied to settlement of the above-captioned matter. Payment must be made by 1) business check, certified check, or postal money order; 2) made payable to the State ofNew Hampshire; and 3) mailed to the Bureau of Securities Regulation, Department of State, State House, Room 204, Concord, New Hampshire, 03301.
HJ. Based on the foregoing, the Bureau deems it appropriate and in the public interest to accept and enter into this Order. THEREFORE, IT IS HEREBY ORDERED THAT: 1. Respondent cease and desist from further violations of the New Hampshire Securities Act pursuant to RSA 421-B. 2. Respondent pay administrative penalties in the amount ofTwo Thousand Five Hundred Dollars ($2,500). 3. Respondent comply with the above-referenced undertakings and sanctions. Executed this ~ day of December, 2025. on behalf ofAusten Access Fund, LP -DI (Please print name below) By: Fund GP, LLC, ~eneral partner of the fund By: Belltower Fund roup, Ltd., its agent By: Abraham Wilson, Authorized Person l.JYl_ ~ Entered this A day of J"/'lv1s.7 , ~ c&---Ertc Forcier, Director N.H. Bureau of Securities Regulation
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