INITIAL DECISION RELEASE NO. 1410

ADMINISTRATIVE PROCEEDING

FILE NO. 3-20220

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

In the Matter of :

:

ROSEDALE ASSET MANAGEMENT, LLC, f/k/a : INITIAL DECISION

PRINCETON ADVISORY WEALTH MANAGEMENT, LLC : August 12, 2021

APPEARANCES: B. David Fraser and Keefe Bernstein for the

Division of Enforcement, Securities and Exchange Commission

Jay A. Dubow, Richard J. Zack, and Thomas H. Cordova, of 

Troutman Pepper Hamilton Sanders LLP, for

Respondent Rosedale Asset Management, LLC, f/k/a Princeton Advisory 

Wealth Management, LLC

BEFORE: Carol Fox Foelak, Administrative Law Judge

SUMMARY

This Initial Decision (ID) orders respondent Rosedale Asset Management, LLC, f/k/a 

Princeton Advisory Wealth Management, LLC (Rosedale) to pay a civil penalty of $97,523.

I. INTRODUCTION

A. Procedural Background

The Securities and Exchange Commission instituted this proceeding on February 5, 2021, 

pursuant to Section 203(k) of the Investment Advisers Act of 1940, with an Order Instituting 

Proceedings that made various findings of fact and conclusions of law, and imposed a cease-anddesist order and a civil penalty in an undetermined amount; it ordered additional proceedings to 

determine the amount of the civil penalty “that is appropriate and in the public interest.” 

Rosedale Asset Mgmt., Advisers Act Release No. 5680, 2021 SEC LEXIS 300, at *7-9

(Settlement Order).

1

 The procedures for the additional proceedings were set with the agreement 

 

1 The Settlement Order provides, “The findings herein are made pursuant to Respondent’s Offer of 

Settlement and are not binding on any other person or entity in this or any other proceeding.” 

Settlement Order, 2021 SEC LEXIS 300, at *2 n.1. 
2

of the parties. Rosedale Asset Mgmt., Admin. Proc. Release No. 6819, 2021 SEC LEXIS 565

(A.L.J. Mar. 8, 2021). Accordingly, the Division of Enforcement filed a motion for summary 

disposition, Respondent filed an opposition, the Division filed a reply, and oral argument was held 

on July 8, 2021.

2

 

The findings and conclusions in this ID are based on the record. Official notice pursuant 

to 17 C.F.R. § 201.323 is taken of the Commission’s public official records and of Financial 

Industry Regulatory Authority, Inc. (FINRA), records as well. See Joseph S. Amundsen, 

Exchange Act Release No. 69406, 2013 SEC LEXIS 1148, at *1 n.1 (Apr. 18, 2013), pet. denied, 

575 F. App’x 1 (D.C. Cir. 2014). Preponderance of the evidence was applied as the standard of 

proof. See Steadman v. SEC, 450 U.S. 91, 97-104 (1981). All arguments and proposed findings 

and conclusions that are inconsistent with this ID were considered and rejected.

B. Allegations and Arguments of the Parties

The Division argues that Respondent should pay a second-tier penalty of $487,616, the 

maximum amount for one violation applicable during the time period at issue. Respondent urges

that a lesser amount, such as $20,000,

3 would be more appropriate in the public interest. 

II. FINDINGS OF FACT

A. Findings of Fact Established in the Settlement Order

For purposes of this ID and pursuant to the offer of settlement, the findings of fact set forth 

in the Settlement Order are deemed true and incorporated herein. As detailed in the Settlement 

Order, the proceeding involves undisclosed payments to sports agents and others with the intent of 

influencing college basketball players to retain Rosedale as an investment adviser after they became 

professional players. Rosedale’s principal, Munish Sood, who cooperated in the investigation and 

prosecution of multiple individuals involved in this conspiracy, was convicted on his plea of guilty 

of several criminal offenses related to this course of action.4

 

2 Citations to exhibits offered by the Division and Respondent, which are attachments to the 

Division’s motion for summary disposition and Respondent’s opposition, are noted as “Div. Ex. 

__” and “Resp. Ex. __,” respectively. Citations to the transcript of the oral argument are noted 

as “Tr. __.” 

3 Respondent counsel proposed this amount at the oral argument. Tr. 25.

4 According to FINRA records, Sood had no disciplinary record prior to his conviction. See

Munish Sood, BrokerCheck, https://brokercheck.finra.org/individual/summary/2805974 (last 

visited July 26, 2021).
3

Rosedale was a Commission-registered investment adviser. From at least March 2015 

through October 23, 2017, Sood owned at least 95% of the adviser, was its Chief Executive Officer, 

Chief Investment Officer, and control person.5 Thereafter Sood divested his direct ownership.

Sood was convicted on his plea of guilty to conspiracy to commit bribery, honest services 

fraud, and travel act offenses in violation of 18 U.S.C. §§ 371, 666(a)(2), 1343, 1346, and 1952; 

payments of bribes to an agent of a federally funded organization in violation of 18 U.S.C. § 

666(a)(2); and wire fraud conspiracy in violation of 18 U.S.C. §§ 1343, 1349; he was ordered to pay 

a monetary penalty of $25,000 and restitution, jointly and severally with others, of $28,261 to one 

NCAA Division I university. Div. Exs. 6-7, United States v. Sood, No. 1:18-cr-620 (S.D.N.Y. Sept. 

24 & Nov. 1, 2019), ECF Nos. 85, 86.

6

Rosedale participated in a widespread bribery scheme that targeted as prospective clients 

NCAA Division I college athletes. Rosedale, through Sood, from February 2016 to September 

2017,7 made at least twenty payments totaling more than $96,000 to individuals and entities for the 

purpose of influencing the college athletes to engage Rosedale as an investment adviser after they 

turned pro and had money to invest. As a result, at least five former NCAA, now professional, 

basketball players signed advisory agreements with Rosedale. Rosedale did not disclose the 

payments to them before they signed the advisory agreements. 

B. Additional Findings of Fact

In its prosecution of United States v. Sood, the government advised that Sood had entered a 

cooperation agreement shortly after being arrested and had provided substantial assistance that was 

significant and useful in its successful prosecution of other individuals involved in the bribery 

scheme. Div. Ex. 2 at 10-14.8 Sood explained the working of the scheme as only an insider could 

and provided the government with certain information of which it was not previously aware. Id. 

He testified for one day in the trial of one defendant and for three days in the trial of another, and 

met with the government dozens of times to prepare for his testimony. Id. The government advised

that the information he provided was truthful, complete, and reliable and that his assistance was 

timely. Id. Sood took responsibility for his own misconduct during his testimony in the two trials 

and at the plea hearing in Sood. Div. Ex. 2 at 12; Resp. Ex. 1 at 25-26. Specifically, Sood 

 

5 Rosedale’s last Form ADV, filed in January 2018, reported at Item 5 that it had four full- or 

part-time employees, of which one performed investment advisory functions. Rosedale Asset 

Management, LLC, Form ADV (Jan. 25, 2018), https://reports.adviser 

info.sec.gov/reports/ADV/159763/PDF/159763.pdf. 

6 The judgment and order of restitution, Sood, ECF Nos. 85 and 88, are attached to the Division’s 

Motion for Summary Disposition at Exs. 6 and 7. 

7 Sood was arrested on September 25, 2017. Sood, ECF No. 12. 

8 Div. Ex. 2, the government’s filing, is Sood, ECF No. 79. 
4

acknowledged that, at the time that he engaged in the misconduct, he knew that it was prohibited by 

NCAA rules and that it was wrong. Resp. Ex. 1 at 26.

Four of the players for whom Sood made violative payments were identified as becoming

Rosedale clients. Div. Ex. 8 at 219-26, 306, 319; Div. Ex. 9 at 712-18, 731-33. Respondent 

provided affidavits from two of the four and an additional, former football player, client who stated 

that they were well satisfied with Sood’s services, that he had disclosed his criminal prosecution and 

the misconduct behind it, and that they had continued to engage him and Respondent.9 Resp. Exs. 

3-5. Respondent maintains, and the Division does not dispute, that it did not profit from the 

wrongdoing during the time at issue. Tr. 16, 20. Respondent maintains that it has no clients now 

and is not currently functioning. Tr. 16. It did not make an inability to pay showing or otherwise 

provide any financial information.

III. VIOLATIONS

As stated in the Settlement Order, Rosedale violated the antifraud provisions of the 

Advisers Act: Sections 206(1), 206(2), and 206(4); and Rule 206(4)-3, which makes unlawful the 

payment, directly or indirectly, of a cash fee by an investment adviser to any person who, directly or 

indirectly, solicits any client for, or refers any client to, the adviser unless disclosed to the client or 

prospective client. 

IV. SANCTION

The Division requests that Rosedale be ordered to pay a second-tier civil penalty of 

$487,616. Respondent maintains that $20,000 would be appropriate. A penalty of $97,523 will 

ordered.

A. Sanction Considerations

In determining sanctions, the Commission considers such factors as:

the egregiousness of the [respondent’s] actions, the isolated or recurrent nature of 

the infraction, the degree of scienter involved, the sincerity of the [respondent’s] 

assurances against future violations, the [respondent’s] recognition of the 

wrongful nature of his conduct, and the likelihood that the [respondent’s]

occupation will present opportunities for future violations.

Steadman v. SEC, 603 F.2d 1126, 1140 (5th Cir. 1979) (quoting SEC v. Blatt, 583 F.2d 1325, 1334 

n.29 (5th Cir. 1978)), aff’d on other grounds, 450 U.S. 91 (1981). The Commission also 

considers the age of the violation and the degree of harm to investors and the marketplace 

resulting from the violation. Marshall E. Melton, Exchange Act Release No. 48228, 2003 SEC 

LEXIS 1767, at *4-5 (July 25, 2003). Additionally, the Commission considers the extent to 

 

9 Respondent counsel represented that Sood now provides “concierge services, not investment 

services” for these clients. Tr. 24. 
5

which the sanction will have a deterrent effect. Schield Mgmt. Co., Exchange Act Release No. 

53201, 2006 SEC LEXIS 195, at *35 & n.46 (Jan. 31, 2006). As the Commission has often 

emphasized, the public interest determination extends to the public-at-large, the welfare of 

investors as a class, and standards of conduct in the securities business generally. See 

Christopher A. Lowry, Investment Company Act of 1940 Release No. 2052, 2002 SEC LEXIS 

2346, at *20 (Aug. 30, 2002), pet. denied, 340 F.3d 501 (8th Cir. 2003); Arthur Lipper Corp., 

Exchange Act Release No. 11773, 1975 SEC LEXIS 527, at *52 (Oct. 24, 1975). The amount of 

a sanction depends on the facts of each case and the value of the sanction in preventing a 

recurrence. See Leo Glassman, Exchange Act Release No. 11929, 1975 SEC LEXIS 111, at *7 

(Dec. 16, 1975).

B. Civil Money Penalty

The Division requests that Respondent be ordered to pay a second-tier penalty of 

$487,616. In a cease-and-desist proceeding, such as this one, instituted under Advisers Act

Section 203(k), Section 203(i)(1)(B) authorizes the Commission to impose civil money penalties 

for violations of the securities laws. 15 U.S.C. § 80b-3(i)(1)(B). Although not explicitly 

mentioned in Section 203(i)(1)(B),

10 in considering whether a penalty is in the public interest, the 

Commission may consider six factors: (1) fraud or deliberate or reckless disregard of a 

regulatory requirement; (2) harm to others; (3) unjust enrichment; (4) previous violations; (5) 

deterrence; and (6) such other matters as justice may require. See 15 U.S.C. § 80b-3(i)(3); see, 

e.g., Anthony Fields, CPA, Securities Act of 1933 Release No. 9727, 2015 SEC LEXIS 662, at 

*101-02 (Feb. 20, 2015).

The conduct was recurrent over a period of two years and was relatively recent. 

Quantifiable harm to others, including Respondent’s clients, and previous violations are absent 

from the instant case. However, the violative conduct caused indirect harm to the marketplace 

generally, to the colleges that sponsored teams in sports in which prospects were targeted, and to 

any athletes whose eligibility was affected.

11

 The violations involved scienter and fraud, which 

is an element of several of the counts on which Sood was convicted, and at least a reckless 

disregard of a regulatory requirement. There is no affirmative evidence of unjust enrichment,

and the handful of clients that Respondent obtained through the scheme have been satisfied with 

 

10 Compare Advisers Act Section 203(i))(1)(A) (In General, applicable to proceedings instituted 

pursuant to Section 203(e) or (f)), with Section 203(i)(1)(B) (Cease-and-Desist Proceedings, 

applicable to proceedings instituted pursuant to Section 203(k)). This proceeding was instituted 

pursuant to Section 203(k); however, “additional proceedings in this proceeding” – the subject of 

this ID – were ordered “to determine . . . the amount of a civil penalty that is appropriate and in 

the public interest.” See Settlement Order, 2021 SEC LEXIS 300, at *7-9. 

11 Even absent quantifiable direct harm to the marketplace, as the Commission has often 

emphasized, the public interest determination extends beyond consideration of the particular 

investors affected by a respondent’s conduct to the public-at-large, the welfare of investors as a 

class, and standards of conduct in the securities business generally. See Christopher A. Lowry, 

2002 SEC LEXIS 2346, at *20; Arthur Lipper Corp., 1975 SEC LEXIS 527, at *52. 
6

Respondent and with Sood. Sood’s remorse and cooperation during the investigation and 

prosecution of the scheme indicated recognition of the wrongful nature of the conduct and the 

unlikelihood of future violations in any future investment advisory business. Deterrence of 

others requires a penalty for the violations.

A penalty in addition to the cease-and-desist order imposed by the Settlement Order is in 

the public interest. Because Respondent’s conduct involved fraud and was reckless, a secondtier penalty is appropriate. 15 U.S.C. § 80b-3(i)(2)(B); see SEC v. M&A W., Inc., 538 F.3d 1043, 

1054 (9th Cir. 2008) (“[T]he imposition of second-tier penalties requires an assessment of 

scienter.”). Pursuant to Section 203(i)(2) of the Advisers Act, for each violative act or omission 

during the period of violation after November 2, 2015, the maximum second-tier penalty for each 

violation for a natural person is $97,523 and for any other person is $487,616. 17 C.F.R. § 

201.1001(b); Adjustments to Civil Monetary Penalty Amounts, 86 Fed. Reg. 2716, 2718 (Jan. 

13, 2021). At the time of the misconduct, Sood owned and controlled Respondent and 

personally committed the fraudulent conduct, and he was the only wrongdoer identified at 

Respondent. Given these facts, the unlikelihood that Respondent will be a repeat offender, and 

the absence of other aggravating factors, a penalty of less than the maximum for an entity is 

warranted. A penalty similar to the maximum second-tier penalty for a natural person is 

appropriate in this proceeding.

The applicable provisions, like most civil penalty statutes, leave the precise unit of 

violation undefined. See Colin S. Diver, The Assessment and Mitigation of Civil Money 

Penalties by Federal Administrative Agencies, 79 Colum. L. Rev. 1435, 1440-41 (1979).

The events at issue will be considered as one course of action, and the violation will be 

analogized to that of a natural person for the reasons discussed above. Rosedale will be ordered 

to pay a penalty of $97,523. Combined with the other sanction ordered in the Settlement Order, 

this penalty is in the public interest. 

V. ORDER

IT IS ORDERED that, pursuant to Sections 203(i)(1)(B) and 203(i)(2)(B) of the

Investment Advisers Act of 1940, Rosedale Asset Management, LLC, f/k/a Princeton Advisory

Wealth Management, LLC, PAY A CIVIL PENALTY OF $97,523.

Payment of the civil penalty shall be made no later than twenty-one days following the 

day this Initial Decision becomes final, unless the Commission directs otherwise. Payment shall 

be made in one of the following ways: (1) transmitted electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request; (2) direct payments from a 

bank account via Pay.gov through the SEC website at http://www.sec.gov/ofm; or (3) by 

certified check, United States postal money order, bank cashier’s check, or bank money order, 

payable to the Securities and Exchange Commission.

Any payment by certified check, United States postal money order, bank cashier’s check, 

or bank money order shall include a cover letter identifying the Respondent and Administrative 

Proceeding File No. 3-20220, and shall be delivered to: Enterprise Services Center, Accounts 
7

Receivable Branch, HQ Bldg., Room 181, AMZ-341, 6500 South MacArthur Blvd., Oklahoma 

City, OK 73169. A copy of the cover letter and instrument of payment shall be sent to the 

Commission’s Division of Enforcement, directed to the attention of counsel of record.

This ID shall become effective in accordance with and subject to the provisions of 17 

C.F.R. § 201.360, pursuant to which a party may file a petition for review of this ID within 

twenty-one days after service of the ID. A party may also file a motion to correct a manifest 

error of fact within ten days of the ID, pursuant to 17 C.F.R. § 201.111(h). If a motion to correct 

a manifest error of fact is filed by a party, then a party shall have twenty-one days to file a 

petition for review from the date of the undersigned’s order resolving such motion to correct a 

manifest error of fact. The ID will not become final until the Commission enters an order of 

finality. The Commission will enter an order of finality unless a party files a petition for review 

or a motion to correct a manifest error of fact or the Commission determines on its own initiative 

to review the ID as to a party. If any of these events occur, the ID shall not become final as to 

that party.

/S/ Carol Fox Foelak 

Carol Fox Foelak

Administrative Law Judge