UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

INVESTMENT ADVISERS ACT OF 1940

Release No. 5680 / February 5, 2021

ADMINISTRATIVE PROCEEDING

File No. 3-20220

In the Matter of

ROSEDALE ASSET 

MANAGEMENT, LLC f/k/a 

PRINCETON ADVISORY 

WEALTH MANAGEMENT, LLC, 

Respondent.

ORDER INSTITUTING CEASEAND-DESIST PROCEEDINGS 

PURSUANT TO SECTION 203(k) OF 

THE INVESTMENT ADVISERS ACT 

OF 1940, MAKING FINDINGS, 

IMPOSING A CEASE-AND-DESIST 

ORDER, AND NOTICE OF 

HEARING

I.

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

public interest that public cease-and-desist proceedings be, and hereby are, instituted pursuant to 

Section 203(k) of the Investment Advisers Act of 1940 (“Advisers Act”) against Rosedale Asset 

Management, LLC f/k/a Princeton Advisory Wealth Management, LLC (“PWM” or

“Respondent”). 

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) in which Respondent, among other things, waives all objections, 

including but not limited to, constitutional, timeliness, and procedural objections, to the public 

cease-and-desist proceedings that are instituted pursuant to this order. The Commission has 

determined to accept the Offer. 

Solely for the purpose of these proceedings and any other proceedings brought by or on 

behalf of the Commission, or to which the Commission is a party, and without admitting or 

denying the findings herein, except as to the Commission’s jurisdiction over it and the subject 

matter of these proceedings, which are admitted, consents to the entry of the Order, as set forth 

below. 
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III.

On the basis of this Order and Respondent’s Offer, the Commission finds1that:

Summary

Between February 2016 and September 2017, Respondent Rosedale Asset Management, 

LLC f/k/a Princeton Advisory Wealth Management, LLC (“PWM”), formerly a Commissionregistered investment adviser, participated in a widespread bribery scheme that misled a number of 

prospective clients who were past, present, and prospective NCAA Division I college athletes (the 

“NCAA Payments Scheme”). PWM, through the actions of its CEO and control person Munish 

Sood, made at least twenty payments totaling more than $96,000 to individuals and entities who 

would: (a) influence amateur athletes to retain PWM as an investment adviser after they turned pro

and had money to invest, or (b) introduce Sood to others who, in exchange for additional payments, 

would influence these same prospective clients to retain PWM. As a result of these efforts, at least 

five former NCAA (now professional) basketball players signed advisory agreements with PWM. 

PWM failed to disclose to the prospective clients the facilitating referral payments before they 

signed the advisory agreements. 

As a result of this conduct, PWM violated Sections 206(1), 206(2), and 206(4) of the 

Advisers Act and Rule 206(4)-3 thereunder.

Respondent

1. Rosedale Asset Management, LLC f/k/a Princeton Advisory Wealth 

Management, LLC (collectively “PWM”)is a limited liability company organized in 

Pennsylvania with its principal place of business in Hamilton, New Jersey. From January 2012

through February 2018, PWM was a Commission-registered investment adviser. In December 

2011, PWM was founded as Princeton-Blazer Advisors, LLC (“PBA”), and operated under that 

name until October 2013. From October 2013 to November 2017, PWM’s legal and primary 

operational name was Princeton Advisory Wealth Management, LLC. From at least March 2015 

through October 23, 2017, Munish Sood owned at least 95% of PWM, and served as its Chief 

Executive Officer (“CEO”), Chief Investment Officer (“CIO”), and control person. In October 

2017, PWM legally changed its name to Rosedale Asset Management, LLC and Sood divested his

direct ownership. 

 

1 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. 
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Other Relevant Person

2. Munish Sood, age 48, resides in Robbinsville, New Jersey. From January 2012 

through February 2018, Sood was also associated with PWM. On August 27, 2018, in United 

States v. Munish Sood, No. 1:18-cr-00620-KMW (S.D.N.Y.), Sood pleaded guilty to criminal 

counts of: (a) Conspiracy to Commit Bribery, Honest Services Fraud, and Travel Act Offenses; (b) 

Payments of Bribes to an Agent of a Federally Funded Organization; and (c) Wire Fraud 

Conspiracy. In September 2019, the United States District Court for the Southern District of New 

York ordered Sood to pay a criminal fine of $25,000 for these offenses. On October 31, 2019, the 

Court ordered Sood to pay restitution of $28,261 to one NCAA Division I university that was the 

victim of the Wire Fraud Conspiracy, and his liability is joint and several with certain criminal 

defendants in United States v. James Gatto, et al., 1:17-cr-686-LAK (S.D.N.Y) and United States v. 

Thomas Gassnola, 1:18-cr-252-LAK-1 (S.D.N.Y.). On December 21, 2021, the Commission 

instituted administrative proceedings against Sood pursuant to Section 15(b)(6) of the Exchange Act 

and Section 203(f) of the Advisers Act based on his criminal conviction.

Facts

3. In early 2016, Sood agreed to a business arrangement with an individual who 

worked at a well-known sports agency (“Agent1”), whereby Sood would pay Agent1 in exchange 

for (a) recommending that certain basketball players retain PWM for investment advisory services 

after they made money from playing professional basketball, and (b) introducing Sood to others 

who could make similar recommendations to retain PWM. Between February 2016 and June 

2016, Sood made payments to Agent1 of approximately $17,500. In return, Agent1 referred two 

amateur basketball players (now NBA players) to PWM through Sood. Both players eventually 

signed advisory agreements with PWM.

4. In April 2016, Agent1 introduced Sood to a sports agent (“Agent2”) who worked at 

the same company as Agent1. Sood agreed to pay Agent2 in return for Agent2 referring

prospective professional basketball players to PWM for investment advisory services. Between 

May 2016 and July 2017, Sood made eight payments totaling $24,500 to Agent2. In return, 

Agent2 referred several amateur basketball players (now NBA players) to PWM. Three of those 

players eventually signed advisory agreements with PWM.

 

5. In 2017, Sood invested $22,500 in a new business run by Agent1. Agent1 intended 

for his business to make payments to individuals who could influence amateur athletes to retain its

services when they became professionals. Sood understood that if Agent1’s business provided

money to individuals with influence over basketball players prior to the NBA draft, the players 

might retain the services of PWM when they became professional basketball players. 

6. Throughout 2017, Agent1’s business made payments to multiple individuals in the 

hopes of cultivating clients who would retain its—and PWM’s—services in the future. For 

example, in or around June 2017, Agent1’s business made two payments totaling $20,000 to an 

assistant coach at an NCAA Division 1 school, as well as a $2,000 payment to the “handler” of a 

basketball player at that school. In addition, in or around July 2017, Agent1’s business paid $4,100 

to an assistant coach at another NCAA Division 1 school. 
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7. In total, from February 2016 to September 2017, PWM (through Sood)—directly 

and indirectly—paid more than $96,000 to influence prospective clients to retain PWM.

8. PWM never disclosed the payments to the prospective PWM clients. Additionally, 

PWM never entered into any written agreements concerning the cash solicitations, and PWM’s 

prospective clients were not provided with a written disclosure document that identified the 

solicitor, the investment adviser, the nature of their relationship, and the terms of the compensation 

arrangement.

Violations

9. As a result of the conduct described above, PWM violated Sections 206(1) and 

206(2) of the Advisers Act, which prohibit investment advisers from directly or indirectly 

employing any device, scheme, or artifice to defraud any client or prospective client, or engaging 

in any transaction, practice, or course of business which operates as a fraud or deceit on any client 

or prospective client.

10. As a result of the conduct described above, PWM violated Section 206(4) of the 

Advisers Act and Rule 206(4)-3 thereunder, which makes unlawful the payment, directly or 

indirectly, of a cash fee by an investment adviser required to be registered pursuant to Section 

203 of the Advisers Act to a solicitor with respect to solicitation activities, unless the disclosure 

and other requirements of the Rule are met. 

IV.

Pursuant to the Offer, Respondent agrees to additional proceedings in this proceeding to 

determine, with respect to the civil penalty ordered in Section V.B. below, the amount of a civil 

penalty that is appropriate and in the public interest, pursuant to Section 203 of the Advisers Act;

and

In connection with such additional proceedings: (a) Respondent agrees that it will be 

precluded from arguing that it did not violate the federal securities laws described in this Order; (b) 

Respondent agrees that it may not challenge the validity of this Order; (c) solely for the purposes of 

such additional proceedings, the findings made in this Order shall be accepted as, and deemed, true 

by the hearing officer; and (d) the hearing officer may determine the issues raised in the additional

proceedings on the basis of affidavits, declarations, excerpts of sworn deposition testimony,

criminal trial testimony, or investigative testimony, documentary evidence, and, if the hearing 

officer determines it necessary, hearing testimony.

V.

In view of the foregoing, the Commission deems it appropriate and in the public interest to 

impose the sanctions agreed to in Respondent’s Offer.

Accordingly, pursuant to Section 203(k) of the Advisers Act, it is hereby ORDERED that:
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A. Respondent PWM cease and desist from committing or causing any violations and 

any future violations of Sections 206(1), 206(2), and 206(4) of the Advisers Act and Rule 206(4)-3

promulgated thereunder. 

B. Respondent PWM shall pay a civil penalty in an amount to be determined by 

additional proceedings, as described in Section IV of this Order.

VI.

IT IS ORDERED that a public hearing for purposes of taking evidence on the questions set 

forth in Section IV hereof shall be convened not earlier than thirty (30) days and not later than sixty 

(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. 

If Respondent fails to appear at a hearing after being duly notified, that Respondent may be 

deemed in default and the proceedings may be determined against him or it 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.

IT IS FURTHER ORDERED that, pursuant to Rule 360(a)(2) of the Commission’s Rules 

of Practice, 17 C.F.R. § 201.360(a)(2), the Administrative Law Judge shall issue an initial 

decision no later than 75 days from the occurrence of one of the following events: (A) the 

completion of post-hearing briefing in a proceeding where the hearing has been completed; (B) 

where the hearing officer has determined that no hearing is necessary, upon completion of 

briefing on a motion pursuant to Rule 250 of the Commission’s Rules of Practice, 17 C.F.R. § 

201.250; or (C) the determination by the hearing officer that a party is deemed to be in default 

under Rule 155 of the Commission’s Rules of Practice, 17 C.F.R. § 201.155 and no hearing is 

necessary.

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.

Vanessa A. Countryman

Secretary