UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

INVESTMENT ADVISERS ACT OF 1940

Release No. 4457 / July 19, 2016

ADMINISTRATIVE PROCEEDING

File No. 3-17352

In the Matter of

SAVING2RETIRE, LLC, 

AND MARIAN P. YOUNG, 

Respondents.

ORDER INSTITUTING 

ADMINISTRATIVE AND CEASEAND-DESIST PROCEEDINGS 

PURSUANT TO SECTIONS 203(e), 

203(f) AND 203(k) OF THE 

INVESTMENT ADVISERS ACT OF 

1940

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate 

and in the public interest that public administrative and cease-and-desist proceedings be, 

and hereby are, instituted pursuant to Sections 203(e), 203(f) and 203(k) of the Investment 

Advisers Act of 1940 (“Advisers Act”) against Saving2Retire, LLC (“Saving2Retire”) and 

Marian P. Young (“Young”) (collectively “Respondents”). 

II.

After an investigation, the Division of Enforcement alleges that:

A. SUMMARY

1. This matter involves an investment adviser that improperly registered

with the Commission, failed to produce documents to the Commission’s examination 

staff during the course of an examination, and failed to make or keep certain required 

records. In 2011, Saving2Retire registered with the Commission, claiming that it was 

eligible for Commission registration under Advisers Act Rule 203A-2(e), which exempts 

certain investment advisers from the prohibition on Commission registration in Advisers 

Act Section 203A if the adviser provides investment advice to all of its clients 

exclusively through an interactive website. Rule 203A-2(e) also provides that an adviser 

claiming this exemption may provide investment advice through other means to fewer 
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than 15 clients during the preceding 12 months. Saving2Retire did not and does not 

qualify for Commission registration under 203A-2(e) because Saving2Retire had no 

internet clients and thus, did not advise any clients or provide investment advice to clients 

exclusively through an interactive website. Further, during at least one period, 

Saving2Retire provided investment advice, through means other than its interactive 

website, to 15 or more clients during the preceding 12 months. In addition, during an 

examination, Saving2Retire refused to produce client account documents, financial 

records of Saving2Retire, and other documents an adviser is required to keep pursuant to 

the Advisers Act. Saving2Retire also failed to make and keep records it is required to 

keep under the Advisers Act. By doing so, Saving2Retire violated Sections 203A and 

204 of the Advisers Act and Rule 204-2(a) thereunder and Young, its sole owner and 

managing member, aided and abetted and caused Saving2Retire’s violations of Sections 

203A and 204 of the Advisers Act and Rule 204-2(a) thereunder. 

B. RESPONDENTS

2. Saving2Retire, LLC is an investment adviser located in Sugar Land, 

Texas and has been registered with the Commission since April 8, 2011, claiming the 

internet adviser exemption under Advisers Act Rule 203A-2(e) to Section 203A’s general 

prohibition on Commission registration. As of February 18, 2016, Saving2Retire has assets 

under management of approximately $4.5 million. 

3. Marian P. Young is the sole owner, managing member and employee of 

Saving2Retire, LLC. Young, 58, is a resident of Sugar Land, Texas. 

C. FACTS

4. In its initial Form ADV filed on March 4, 2011, Saving2Retire indicated 

that the firm was eligible to register with the Commission as an internet investment adviser, 

relying on Rule 203A-2(e) of the Advisers Act. Saving2Retire also notice filed in Texas 

and California in April 2011. Until recently, Saving2Retire maintained an internet website. 

5. In November 2014, the Commission’s examination staff initiated a

correspondence examination of Saving2Retire. The examination staff contacted the firm 

and requested documents to determine whether the firm qualified for Commission 

registration. Saving2Retire and Young produced certain documents, but claimed that 

others were non-applicable or protected. For example, Saving2Retire refused to produce 

client account documents to the examination staff, instead producing generic information 

for “Client A” through “Client H.” Despite multiple requests from the examination staff, 

Saving2Retire and Young, the firm’s managing member and sole employee, failed to 

produce client account documents, Saving2Retire’s financial records, and other documents 

the adviser is required to keep pursuant to the Advisers Act. 

6. From March 2011 through early 2015, Saving2Retire claimed that it 

was eligible for Commission registration, relying on the internet adviser exemption in Rule

203A-2(e) under the Advisers Act. Rule 203A-2(e) provides that the prohibition on 

Commission registration in Section 203A(a) does not apply to an investment adviser who 
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provides investment advice to its clients exclusively through an interactive website, except 

that the adviser may provide investment advice to fewer than 15 clients through other 

means during the preceding twelve months. Young signed the firm’s Forms ADV for the 

years 2011 through 2015. 

7. Saving2Retire did not qualify for Commission registration under Rule 

203A-2(e). Although the firm had an interactive website, Saving2Retire had no internet 

clients and thus, did not provide investment advice to any clients exclusively through the 

interactive website. 

8. During at least one period, Saving2Retire provided investment advice

through means other than its interactive website to more than 14 clients At the time of the 

firm’s April 2013 Form ADV filing, it had provided investment advice to 15 clients in the 

prior 12 months by means other than its interactive website. Despite having these 15 

clients during this time, Saving2Retire still claimed the internet adviser exemption. 

9. Saving2Retire is not maintaining its books and records as required by 

Rule 204-2(a) of the Advisers Act. Saving2Retire did not currently maintain the required 

financial records such as a general ledger, balance sheet trial balance, cash receipts and 

disbursement journals, income statements and bank statements; did not keep current books 

and records; and comingled the firm’s transactions with Young’s personal transactions. 

D. VIOLATIONS

10. As a result of the conduct described above, Saving2Retire willfully 

violated, and Young willfully aided and abetted and caused violations of, Section 203A of 

the Advisers Act, which generally prohibits an adviser that is regulated or required to be 

regulated in the State in which it has its principal office and place of business from 

registering with the Commission, unless it has assets under management in excess of $25 

million or advises a registered investment company. 

11. As a result of the conduct described above, Saving2Retire willfully 

violated, and Young willfully aided and abetted, and caused violations of, Section 204 of 

the Advisers Act. Section 204(a) of the Advisers Act requires that “[a]ll records (as so 

defined) of such investment advisers are subject at any time, or from time to time, to such 

reasonable periodic, special, or other examinations by representatives of the Commission as 

the Commission deems necessary or appropriate in the public interest or for the protection 

of investors.”

12. As a result of the conduct described above, Saving2Retire willfully 

violated, and Young willfully aided and abetted and caused violations of, Section 204 of 

the Advisers Act, and Rule 204-2(a) promulgated thereunder, which, among other things,

requires that investment advisers registered with the Commission maintain and preserve 

certain books and records. Rule 204-2(a)(1) requires that registered investment advisers 

“make and keep true, accurate and current ... [a] journal or journals, including cash receipts 

and disbursements, records, and any other records of original entry forming the bases of 
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entries in any ledger.” Rule 204-2(a)(2) requires that registered investment advisers “make 

and keep true, accurate and current ... [g]eneral and auxiliary ledgers (or other comparable 

records) reflecting asset, liability, reserve, capital, income and expense accounts.” Rule 

204-2(a)(4) requires that registered investment advisers “make and keep true, accurate and 

current ... [a]ll check books, bank statements, cancelled checks and cash reconciliations of 

the investment adviser.” Rule 204-2(a)(6) requires that registered investment advisers 

“make and keep true, accurate and current ... [a]ll trial balances, financial statements, and 

internal audit working papers relating to the business of such investment adviser.” Young 

willfully aided and abetted and caused Saving2Retire to fail to maintain true, accurate or 

current balance sheets, trial balances, cash receipts and disbursement journals, income 

statements, and cash flow statements as of the end of its most recent fiscal year and the 

most current year to date. 

III.

In view of the allegations made by the Division of Enforcement, the Commission 

deems it necessary and appropriate in the public interest that public administrative and 

cease-and-desist proceedings be instituted to determine:

A. Whether the allegations set forth in Section II hereof are true and, in 

connection therewith, to afford Respondents an opportunity to establish any defenses to such 

allegations; 

B. What, if any, remedial action is appropriate in the public interest against 

Respondent Saving2Retire pursuant to Section 203(e) of the Advisers Act including, but not 

limited to, revocation of registration and civil penalties pursuant to Section 203 of the 

Advisers Act;

C. What, if any, remedial action is appropriate in the public interest against 

Respondent Young pursuant to Section 203(f) of the Advisers Act including, but not limited 

to, civil penalties pursuant to Section 203 of the Advisers Act; and

D. Whether, pursuant to Section 203(k) of the Advisers Act, Respondents 

Saving2Retire and Young should be ordered to cease and desist from committing or causing 

violations of and any future violations of Sections 203A and 204 of the Advisers Act and 

Rule 204-2(a) thereunder and whether Respondents Saving2Retire and Young should be 

ordered to pay a civil penalty pursuant to Section 203(i) of the Advisers Act.

IV.

IT IS ORDERED that a public hearing for the purpose of taking evidence on the 

questions set forth in Section III hereof shall be convened not earlier than 30 days and not 

later than 60 days from service of this Order at a time and place to be fixed, and before an 

Administrative Law Judge to be designated by further order as provided by Rule 110 of the 

Commission’s Rules of Practice, 17 C.F.R. § 201.110. 
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IT IS FURTHER ORDERED that Respondents shall file an Answer to the 

allegations contained in this Order within twenty (20) days after service of this Order, as 

provided by Rule 220 of the Commission's Rules of Practice, 17 C.F.R. § 201.220. 

If Respondents fail to file the directed answer, or fail to appear at a hearing after 

being duly notified, the Respondents may be deemed in default and the proceedings may be 

determined against them upon consideration of this Order, the allegations of which may be 

deemed to be true as provided by Rules 155(a), 220(f), 221(f) and 310 of the Commission’s 

Rules of Practice, 17 C.F.R. §§ 201.155(a), 201.220(f), 201.221(f) and 201.310.

This Order shall be served forthwith upon Respondents as provided for in the 

Commission’s Rules of Practice.

IT IS FURTHER ORDERED that the Administrative Law Judge shall issue an 

initial decision no later than 300 days from the date of service of this Order, pursuant to 

Rule 360(a)(2) of the Commission’s Rules of Practice. 

In the absence of an appropriate waiver, no officer or employee of the Commission 

engaged in the performance of investigative or prosecuting functions in this or any factually 

related proceeding will be permitted to participate or advise in the decision of this matter, 

except as witness or counsel in proceedings held pursuant to notice. Since this proceeding is 

not “rule making” within the meaning of Section 551 of the Administrative Procedure Act, it 

is not deemed subject to the provisions of Section 553 delaying the effective date of any 

final Commission action.

By the Commission.

Brent J. Fields

Secretary