and ) NFA Case No. 08-BCC-021 LEILI (NFA ld #382384), Respondents. ) 1. At all times relevant to this Complaint, Washington Asset was an NFA Member

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1 i.:.. :. _ t:..:., NATTONAL FUTURES ASSOCIATION BEFoRE THE BUSINESS CONDUCT COMMITTEE FII-ED r,,^ r ^ ^^^^ AUIJ I U ZUUU NATIONAL FUTURES ASSOCIATION LDGAL DOCKETING In the Matter of: '',l.lri,.,l,.-',..,..;..:, :,1..,,--. ".,,.:.,.. WASHINGTON ASSET ADVISORS LLC (NFA ld #382164, and NFA Case No. 08-BCC-021 LEILI (NFA ld #382384, Respondents. I COMPLAINT Having reviewed the investigative report submitted by the Compliance Department of National Futures Association ('NFA, and having found reason to believe that NFA Requirements are being, have been or are about to be violated and that the matter should be adjudicated, NFA's Business Conduct Committee issues this Complaint against Washington Asset Advisors LLC ("Washington Asset" and Lei Li, also known as Gary Li ('Li. ALLEGATIONS JURISDICTION 1. At all times relevant to this Complaint, Washington Asset was an NFA Member commodity pool operator ("CPO" and commodity trading advisor ('CIA. 2. At all times relevant to this Complaint, Li was the sole owner, a registered associated person, and listed principal of Washington Asset and an NFA Associate.

2 BACKGROUND Washington Asset became registered as a CPO and CTA in April At all relevant times, Washington Asset was the general partner and trading advisor for two commodity pools - Singleton Fund LLC ("Singleton Fund" and Magic Capital Fund LP ("Magic Fund". Singleton Fund had 105 participants and $22 million under management as of January 31, Washington Asset started operating the Singleton Fund about one year before the firm registered with the Commodity Futures Trading Commission (.CFTC" and became an NFA Member. 6. The Magic Fund had 56 participants and $13 million under management as of January 31, Washington Asset started operating the Magic Fund in July 2005, without registering with the CFTC or filing an exemption from registration. 7. Both the Singleton Fund and the Magic Fund have had overall positive annual rates of return since their inception. APPLICABLE RULES 8. NFA Compliance Rule 2-13 provides, in pertinent part, that any Member who violates any of CFTC Regulations 4.1, 4.7, 4.12 and 4.16 through 4.41 shall be deemed to have violated an NFA Requirement. 9. NFA Compliance Rule 2-9(a provides that each Member shall diligently supervise its employees and agents in the conduct of their commodity futures activities for or on behalf of the Member. Each Associate who has supervisory duties shall diligently exercise such duties in the conduct of that Associate's commodity futures activities on behalf of the Member.

3 COUNT I VIOLATION OF NFA COMPLIANCE RULE 2-13: FAILING TO PROVIDE A CURRENT AND ACCURATE DISCLOSURE DOCUMENT AND FAILING TO COMPLY WITH OTHER CPO REQUIREMENTS, INCLUDING PROVIDING PARTICIPANTS WITH TIMELY AND ACCURATE FINANCIAL STATEMENTS. 10. The allegations contained in paragraphs 1 through 8 are realleged as paragraph NFA commenced an examination of Washington Asset in February 2008 which found violations of NFA Requirements relative to the firm's disclosure documents and pool operations. As part of its examination, NFA reviewed the Singleton Fund's October 17,2007 disclosure document and noted that the document included trading performance from April However, Washington Asset did not become registered as a CPO until April Thus, Washington Asset operated the Singleton Fund for almost a year before the firm became registered. Fu(hermore, after Washington Asset registered and became an NFA Member, the firm solicited at least one individual as a participant in the Singleton Fund using a March 1,2006 disclosure document, which Washington Asset had not submitted to NFA. 12. NFA found similar problems with Washington Asset's Magic Fund. For example, Washington Asset used an August 1,2005 disclosure document, which Washington Asset had never submitted to NFA, to solicit two individuals to participate in the Magic Fund. Additionally, Washington A$set used a July 20, 2007 disclosure document - which the firm had submitted to NFA but which was never approved by NFA - to solicit a subscription for at least one participant in the Magic Fund.

4 t to. 17. NFA's examination also found other deficiencies with Washington Asset's operations. For example, once Washington Asset became registered and an NFA Member, the firm was required to maintain certain records to support its pools' performance. However, the firm failed to keep several months of carrying broker statements for the Magic Fund. In addition, Washington Asset did not provide the January 31, 2008 monthly account statement to participants of the Magic Fund within 30 days after the reporting period ended. Washington Asset also failed to prepare its account statements for the Singleton Fund according to generally accepted accounting principles. For example, the net asset value and income statement items did not include the general partner's interest in the pool. Furthermore, even though the firm included the general partner's interest on the balance sheet and general ledger, the firm excluded these values from the statement it sent to participants. Furthermore, the firm failed to accrue properly for the Singleton Fund's annual audit fees on the balance sheet. By reason of the foregoing acts and omissions, Washington Asset is charged with violations of NFA Compliance Rule COUNT II VIOLATION OF NFA COMPLIANGE RULES 2-9la: FAILURE TO SUPERVISE. The allegations contained in paragraphs 1 through 7 and 9 are realleged as paragraph 16. The serious deficiencies alleged above evidence a lack of supervision by Washington Asset and Li. Not only did Li commence Washington Asset's operations long before the firm became registered, but once it became registered,

5 the firm and Li used disclosure documents which they had never submitted to NFA, or which NFA had never approved, to solicit subscriptions for both the Singleton Fund and the Magic Fund. In addition, Washington Asset and Li failed to comply with other NFA Requirements applicable to CPOs, including filing timely and accurate financial statements. 18. Moreover, NFA found other deficiencies during the examination that evidenced Washington Asset and Li's failure to diligently supervise the firm's operations For example, the firm operated as a CPO and CTA from April 2007 to February 2008, yet during this time the firm did not have any ethics training or disaster recovery procedures. The firm also failed to have procedures in place concerning the review and approval of promotional material. 19. By reason of the foregoing acts and omissions, Washington Asset and Li are charged with violations of NFA Compliance Rule 2-9(a. DROCEDURAL REQUIREMENTS ANSWER You must file a written Answer to the Complaint with NFA within thirty days of the date of the Complaint. The Answer shall respond to each allegation in the Complaint by admitting, denying or averring that you lack sufficient knowledge or information to admit or deny the allegation. An averment of insufficient knowledge or information may only be made after a diligent effort has been made to ascertain the relevant facts and shall be deemed to be a denial of the pertinent allegation.

6 The place for filing an Answer shall be: National Futures Association 200 West Madison Street Suite 1600 :l[l%"d ii'3:'j" llu"l?- 3i11", ", Facsimile: Failure to file an Answer as provided above shall be deemed an admission of the facts and legal conclusions contained in the Complaint. Failure to respond to any allegation shall be deemed an admission of that allegation. Failure to file an Answer as provided above shall be deemed a waiver of hearing. POTENTIAL PENALTIES. DISSUALIFICATION AND INELIGIBILITY At the conclusion of the proceedings conducted as a result of or in connection with the issuance of this Complaint, NFA may impose one or more of the following penalties: (a expulsion or suspension for a specified period from NFA membership; (b bar or suspension for a specified period from association with an NFA Member; (c censure or reprimand; (d a monetary fine not to exceed $250,000 for each violation found; and (e order to cease and desist or any other fitting penalty or remedial action not inconsistent with these penalties. The allegations in this Complaint may constitute a statutory d isqualification from registration under Section 8a(3XM of the Commodity Exchange Act. Respondents in this matter who apply for registration in any new capacity, including as an

7 associated person with a new sponsor, may be denied registration based on the pendency of this proceeding. Pursuant to the provisions of CFTC Regulation 1.63 penalties imposed in connection with this Complaint may temporarily or permanently render Respondents who are individuals ineligible to serve on disciplinary committees, arbitration panels and governing boards of a self-regulatory organization, as that term is defined in CFTC Regulation NATIONAL FUTURES oatea: 8'/3'0F /jac(complaints\washington Asset-Li

8 AFFIDAVIT OF SERVICE l, Nancy Miskovich-Paschen, on oath state that on August 18, 2008, I served copies of the attached Complaint, by sending such copies in the United States mail, first-class delivery, and by overnight mail, in envelopes addressed as follows: Washington Asset Advisors LLC 2107 Wilson Blvd. Suite 430 Arlington, VA22201 Attn: Lei Li Lei Li Pine View Lane Rockville. MD Subscribed and sworn to before me on this 18th day ofaugust 2008.