In May 2004, two hedge fund promoters settled with the Securities and Exchange Commission (SEC) regarding accusations of fraud in the sale of purported hedge fund interests.  The SEC waited until June 2008 before successfully moving for an order requiring the defendants to disgorge over $8.1 million plus prejudgment interest and to pay $200,000 in civil penalties.  The defendants appealed. On May 19, 2009, the United States Court of Appeals for the Eleventh Circuit upheld the disgorgement order.  We discuss the factual background and the court’s analysis.