UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

INVESTMENT ADVISERS ACT OF 1940

Release No. 5121 / March 7, 2019

INVESTMENT COMPANY ACT OF 1940

Release No. 33391 / March 7, 2019

ADMINISTRATIVE PROCEEDING

File No. 3-19024

In the Matter of

ASCENSION ASSET

MANAGEMENT, LLC 

and

GRENVILLE M. GOODER, JR.,

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 AND SECTION 9(b) OF THE 

INVESTMENT COMPANY ACT OF 

1940 AND NOTICE OF HEARING

I.

The Securities and Exchange Commission (“Commission” or “SEC”) 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) and 203(k) of the 

Investment Advisers Act of 1940 (“Advisers Act”) against Ascension Asset Management, 

LLC (“Ascension”), and Sections 203(f) and 203(k) of the Advisers Act and Section 9(b) 

of the Investment Company Act of 1940 (“Investment Company Act”) against Grenville 

M. Gooder, Jr. (“Gooder”) (collectively “Respondents”). 

II.

After an investigation, the Division of Enforcement alleges that:

A. Summary

1. This proceeding involves Ascension, an SEC-registered investment 

adviser, and its founder, sole owner, and sole operator, Gooder. For as long as a decade, 
2

Ascension and Gooder failed to comply with Advisers Act Section 206(4) and Rule 206(4)-

7 thereunder (the “Compliance Rule”) and Rule 206(4)-2 thereunder (the “Custody Rule”), 

and also failed to make and keep certain required books and records pursuant to Advisers 

Act Section 204 and Rule 204-2 thereunder (the “Books and Records Rule”) (collectively, 

“the Rules”). 

2. Ascension’s Forms ADV that Gooder signed and directed to be filed 

with the Commission contained materially untrue statements that further demonstrate 

Respondents’ indifference to the regulatory requirements of an SEC-registered investment 

adviser. In particular, in multiple Forms ADV filed with the Commission, Gooder and 

Ascension (i) falsely stated that Ascension did not have custody of client assets, (ii) 

repeatedly named an individual as Ascension’s Chief Compliance Officer (“CCO”) even 

though that individual was never responsible for administering any written compliance 

policies and procedures for the firm, and (iii) on one occasion in 2011, identified a second 

individual as Ascension’s CCO in the firm’s Form ADV unbeknownst to this individual. 

3. Indeed, despite having custody of client assets from at least July 

2005 to at least November 2015, Respondents not only made untrue statements about 

having custody in their Forms ADV, they also failed, from March 2010 to November 2015,

to take any steps to comply with the Custody Rule itself, which was designed to protect the 

safety and security of client assets. In short, Respondents made no effort to satisfy multiple 

important aspects of their compliance obligations until the SEC’s examination staff

initiated an examination of Ascension in November 2015. Instead, Respondents blatantly 

disregarded key statutes and rules that apply to SEC-registered investment advisers.

B. Respondents

4. Ascension is a New York limited liability company with its principal 

place of business in New York, New York. Ascension registered with the Commission as 

an investment adviser in June 2004. According to its Form ADV filed on March 23, 2018, 

Ascension provides asset allocation and portfolio management services to high net worth 

investors, trusts, foundations, and a pension plan with regulatory assets under management of 

$152,456,779 as of December 31, 2017.

5. Gooder is 79 years old and a resident of New York, New York. 

Gooder is and at all times was Ascension’s founder, sole owner, sole operator, and 

Chairman. Gooder is a Chartered Financial Analyst (“CFA”) charterholder.

C. Facts

Gooder’s Formation, Control, and Management of Ascension

6. After working in the securities industry for approximately 40 

years, Gooder founded Ascension in June 2004. Gooder previously worked for several 

SEC-registered investment advisers. On or about June 16, 2004, Gooder signed and 

caused to be filed Ascension’s application to be an SEC-registered investment adviser.
3

7. At all times, Gooder made all decisions concerning the 

management and control of Ascension. Gooder prepared, reviewed, and signed all of 

Ascension’s Forms ADV; he then directed an Ascension employee to file Ascension’s 

Forms ADV with the Commission.

8. Since in or about September 2005, Ascension was a continuous 

member of an industry organization (“Industry Organization A”) that advocates for and 

provides compliance and educational resources to SEC-registered investment advisory 

firms. Gooder testified that his sole means of staying informed of regulatory compliance 

issues was reviewing compliance bulletins published by Industry Organization A that 

Ascension received monthly. Gooder had an opportunity to review information 

published in certain Industry Organization A monthly compliance bulletins concerning 

the requirements of the Rules. 

9. Gooder failed to take steps to educate himself about the Rules. For 

example, Gooder did not: (i) attend training events on investment advisory compliance 

issues that were offered by Industry Organization A; (ii) visit the Commission’s website 

to review guidance on investment advisory compliance issues; (iii) contact the 

Commission’s staff for guidance on any investment advisory compliance issues; or (iv) 

take any other steps to educate himself on Ascension’s compliance requirements. 

Ascension’s Compliance Rule Failures

Written Policies and Procedures and Annual Reviews Thereof

10. Advisers Act Rule 206(4)-7(a) requires SEC-registered investment 

advisers to “[a]dopt and implement written policies and procedures reasonably designed 

to prevent violation . . . of the [Advisers] Act and the rules that the Commission has 

adopted under the Act.” Advisers Act Rule 206(4)-7(b) requires SEC-registered 

investment advisers to “[r]eview, no less frequently than annually, the adequacy of the 

policies and procedures established pursuant to [Rule 206(4)-7(a)] and the effectiveness 

of their implementation.”

11. From in or about October 2004 until November 2015, Ascension did 

not adopt and implement any written compliance policies and procedures required by 

Advisers Act Rule 206(4)-7(a). During this same time period, Ascension did not conduct 

the reviews required by Advisers Act Rule 206(4)-7(b). Specifically, Gooder, despite being 

Ascension’s sole control person, failed to take any steps to prepare the required written 

compliance policies and procedures or conduct the required reviews for Ascension.

12. Respondents first created written compliance policies and 

procedures for Ascension after being notified of an SEC examination in 2015. 

Specifically, on or about November 2, 2015, the SEC’s Office of Compliance Inspections 

and Examinations (“OCIE”) notified Ascension that it planned to conduct an imminent 

on-site examination of Ascension. Ascension had never before been examined by OCIE. 
4

On or about November 2, 2015, OCIE staff issued a document request to Ascension 

covering the examination period of January 1, 2014 to the date of the request. Item 30 of 

this document request required Ascension to produce “[a]ll compliance policies and 

procedures and standard operating procedures.” Item 31 of this document request further 

required Ascension to produce “[d]ocumentation maintained regarding annual 

compliance reviews conducted during the examination period. Also, provide copies 

of any interim reports or other summary documents regarding the review of 

Registrant’s compliance program.” (emphasis in original).

13. After being contacted by the OCIE staff and receiving OCIE’s 

document request dated November 2, 2015, Ascension – for the first time – adopted 

written compliance policies and procedures on or about November 25, 2015. Before on 

or about November 25, 2015, Ascension never conducted annual reviews of Ascension’s 

written policies and procedures, which did not exist.

14. Gooder knew or reasonably should have known that Ascension 

failed to adopt and implement written policies and procedures, and to conduct at least 

annual reviews of them.

Ascension’s Chief Compliance Officer Designation

15. Advisers Act Rule 206(4)-7(c) requires SEC-registered investment 

advisers to “[d]esignate an individual (who is a supervised person) responsible for 

administering the policies and procedures . . . adopt[ed] under [Rule 206(4)-7(a)].”

16. From September 2005 until March 2016, Ascension and Gooder

designated in Ascension’s Forms ADV two individuals, Individual A and Individual B, who 

allegedly served as Ascension’s CCO at different times. Neither of these individuals, nor 

anyone else, was ever responsible for administering policies and procedures adopted under 

Advisers Act Rule 206(4)-7(a) for Ascension.

17. Ascension and Gooder identified Individual A as Ascension’s CCO 

in the firm’s Forms ADV filed with the Commission on or about September 14, 2005, 

March 14, 2006, March 14, 2007, July 2, 2007, January 30, 2008, February 2, 2009, March 

23, 2010, March 26, 2012, February 19, 2013, March 12, 2013, March 11, 2014, and 

February 26, 2015. However, Individual A was never responsible for administering written 

compliance policies and procedures for Ascension.

18. Ascension and Gooder identified Individual B as Ascension’s CCO 

in the firm’s Form ADV filed with the Commission on or about February 10, 2011. 

However, Individual B was never responsible for administering written compliance policies 

and procedures for Ascension. 

19. Moreover, Individual B never agreed to serve as Ascension’s CCO 

and was unaware that Ascension and Gooder had named him as the firm’s CCO until after 

he was contacted by the Enforcement Division in 2017.
5

20. Gooder knew or reasonably should have known that Ascension 

failed to designate a CCO who was responsible for administering Ascension’s policies 

and procedures.

Ascension’s Custody Rule Failures

21. Advisers Act Rule 206(4)-2 requires registered investment advisers 

that maintain custody of client funds or securities to adequately safeguard and account for 

client assets by implementing certain procedures. Specifically, Advisers Act Rule 

206(4)-2 requires SEC-registered investment advisers that maintain custody of client 

funds or securities to have independent public accountants conduct surprise examinations 

of those client funds or securities, or to have any private fund clients timely distribute 

audited financial statements to their investors and to have those financial statements

audited by an independent public accountant subject to regular inspection by the Public 

Company Accounting Oversight Board (“PCAOB”).

Violation of the Custody Rule Arising from Private Fund

22. From in or about 2005 until at least December 2015, Ascension 

stated in its Forms ADV that it was an investment adviser to a private fund (“Private 

Fund A”). By 2007, Private Fund A had approximately 40 shareholders who collectively 

invested approximately $4.4 million. Some Ascension individual investment advisory

clients were Private Fund A shareholders.

23. At all times, Gooder and Individual A served as Private Fund A’s 

Managing Members and jointly managed Private Fund A. At all times, no person other than 

Gooder and Individual A held authority to take actions on behalf of Private Fund A.

24. From in or about March 2010 until November 2015, Ascension 

never (i) retained an independent public accountant subject to regular inspection by the 

PCAOB to perform an annual audit of Private Fund A and never timely distributed the 

audited financials to Private Fund A’s investors, or (ii) retained an independent public 

accountant to conduct an annual surprise examination to verify Private Fund A’s assets.

Violation of the Custody Rule Arising from Trust Account

25. In or about July 2012, Gooder was named as the sole trustee of an 

approximately $5.2 million trust account (“Trust”). From at least July 2012 through at least 

December 2015, Ascension was the investment adviser to the Trust and received a fee for 

managing it.

26. In serving as sole trustee over the Trust, Gooder held the authority to 

obtain possession of and to withdraw client funds or securities maintained with a custodian 

upon Gooder’s instructions to the custodian.
6

27. From in or about July 2012 through at least December 2015, 

Ascension did not engage an independent public accountant to conduct an annual surprise 

examination to verify the Trust’s assets.

28. Gooder knew or reasonably should have known that Ascension 

held custody over the assets in the Private Fund and the Trust.

Ascension’s Books and Records Failures

29. Advisers Act Rule 204-2 requires SEC-registered investment 

advisers to make and keep certain true, accurate, and current books and records related to 

their advisory business, including a journal showing the adviser’s cash receipts and 

disbursements (Rule 204-2(a)(1)) and a general ledger reflecting the adviser’s assets, 

liabilities, reserves, capital, income and expense accounts (Rule 204-2(a)(2)). Each SECregistered investment adviser is also required to make and keep true, accurate, and 

current copies of the adviser’s policies and procedures formulated pursuant to Rule 

206(4)-7(a) that are in effect at the time or that were in effect at any time within the past 

five years (Rule 204-2(a)(17)(i)) and any records documenting the adviser’s annual 

review of those policies and procedures conducted pursuant to Rule 206(4)-7(b) (Rule 

204-2(a)(17)(ii)).

30. From in or about June 2004 until at least November 2015, Ascension 

did not make and keep a true, accurate, and current journal reflecting Ascension’s cash 

receipts and disbursements.

31. From in or about June 2004 until at least November 2015, Ascension 

did not make and keep a true, accurate, and current general ledger reflecting Ascension’s 

assets, liabilities, reserves, capital, income, and expense accounts.

32. From in or about October 2004 until at least November 2015, 

Ascension did not make and keep a true, accurate, and current copy of Ascension’s written 

compliance policies and procedures formulated pursuant to Advisers Act Rule 206(4)-7(a) 

that were in effect during the past five years.

33. From in or about March 2006 until at least November 2015, 

Ascension did not make and keep true, accurate, and current records documenting 

Ascension’s annual review of its written compliance policies and procedures conducted 

pursuant to Advisers Act Rule 206(4)-7(b).

34. Gooder knew or reasonably should have known that Ascension 

failed to make and keep certain true, accurate, and current books and records related to its 

advisory business.
7

Ascension and Gooder Willfully Made Untrue Material Statements in Ascension’s 

Forms ADV

Materially False Identification of Chief Compliance Officers

35. SEC-registered investment advisers are required to identify their 

CCOs in Part I of their Forms ADV mandated to be filed with the Commission.

36. From September 2005 until March 2016, Ascension and Gooder

disclosed in Ascension’s Forms ADV the names of two individuals, Individual A and 

Individual B, who allegedly served as Ascension’s CCO at different times. Neither 

Individual A nor Individual B was ever responsible for administering written compliance 

policies and procedures on behalf of Ascension. 

37. Ascension and Gooder’s identification of Individual A as 

Ascension’s CCO was untrue in the firm’s Forms ADV filed with the Commission on or 

about September 14, 2005, March 14, 2006, March 14, 2007, July 2, 2007, January 30, 

2008, February 2, 2009, March 23, 2010, March 26, 2012, February 19, 2013, March 12, 

2013, March 11, 2014, and February 26, 2015. Individual A was never responsible for 

administering written compliance policies and procedures for Ascension. 

38. Ascension and Gooder’s identification of Individual B as 

Ascension’s CCO was untrue in the firm’s Form ADV filed with the Commission on or 

about February 10, 2011. Individual B never agreed to serve as Ascension’s CCO and was 

never responsible for administering written compliance policies and procedures for

Ascension. 

39. Gooder knew or reasonably should have known that identifying 

Individual A as Ascension’s CCO was untrue in the Forms ADV identified in Paragraph 37

above. Gooder never communicated to Individual A that Individual A was responsible for 

administering written compliance policies and procedures of Ascension. Gooder testified 

that Individual A had been named CCO as “window dressing.”

40. Gooder either knew or reasonably should have known that 

identifying Individual B as Ascension’s CCO was untrue in the Form ADV identified in 

Paragraph 38 above. Gooder never communicated to Individual B that Individual B was 

Ascension’s CCO and responsible for administering written policies and procedures of 

Ascension. Individual B never agreed to serve as Ascension’s CCO. 

41. Ascension and Gooder’s statements alleged above in Paragraphs 37-

38 above were material. Moreover, Gooder knew or reasonably should have known that the 

identity of Ascension’s CCO was a material fact that needed to be disclosed truthfully in the 

firm’s Forms ADV.
8

Materially False Statements Concerning Custody

42. SEC-registered investment advisers are required to disclose whether 

they maintain custody of client assets in Part I of their Forms ADV mandated to be filed 

with the Commission.

43. From in or about 2005 through at least 2015, Ascension had custody 

of assets of its clients in Private Fund A. 

44. From in or about 2012 through at least 2015, Ascension had custody 

of assets of its client, the Trust.

45. In Forms ADV filed from 2005 through 2015, Ascension and 

Gooder made untrue statements that Ascension did not have custody of client assets. 

Specifically, Ascension and Gooder made untrue statements that Ascension did not have 

custody of client assets in Ascension’s Forms ADV filed on or about September 14, 2005, 

March 14, 2006, March 14, 2007, July 2, 2007, January 30, 2008, February 2, 2009, March 

23, 2010, February 10, 2011, March 26, 2012, February 19, 2013, March 12, 2013, March 

11, 2014, and February 26, 2015.

46. In addition, from 2011 through 2015, Ascension made untrue 

statements that Ascension did not have custody of client assets in Form ADV Part 2A 

brochures, specifically the firm’s brochures filed on or about February 10, 2011 (bearing 

the date February 8, 2011), March 26, 2012 (bearing the date March 20, 2012), March 12, 

2013 (bearing the date February 26, 2013), and February 26, 2015 (bearing the date 

February 26, 2015).

47. Gooder knew or reasonably should have known that Ascension held 

custody over the assets in Private Fund A and of the assets in the Trust.

48. Ascension and Gooder’s statements alleged above in Paragraphs 45-

46 above were material. 

D. Violations

49. As a result of the conduct described above, Ascension willfully 

violated, and Gooder caused Ascension’s violations of, Section 206(4) of the Advisers Act 

and Rule 206(4)-7 thereunder, which require that an investment adviser registered or 

required to be registered with the Commission adopt and implement written compliance 

policies and procedures reasonably designed to prevent violations of the Advisers Act and 

rules thereunder, review at least annually the adequacy of the policies and procedures and 

the effectiveness of their implementation, and designate a CCO responsible for 

administering the adopted policies and procedures.

50. As a result of the conduct described above, Ascension willfully 

violated, and Gooder caused Ascension’s violations of, Section 206(4) of the Advisers Act 
9

and Rule 206(4)-2 thereunder, which, among other things, require registered investment 

advisers that maintain custody of client funds or securities to have independent public 

accountants conduct surprise examinations of those client funds or securities, or to have 

any private fund clients timely distribute audited financial statements to their investors and 

to have that audit performed by an independent public accountant subject to regular 

inspection by the PCAOB. 

51. As a result of the conduct described above, Ascension willfully 

violated, and Gooder caused Ascension’s violations of, Section 204 of the Advisers Act 

and Rule 204-2 thereunder, which require registered investment advisers to make and keep 

certain true, accurate, and current books and records related to their advisory business. 

52. As a result of the conduct described above, Ascension and Gooder 

willfully violated Section 207 of the Advisers Act, which makes it “unlawful for any 

person willfully to make any untrue statement of a material fact in any registration 

application or report filed with the Commission . . . or willfully to omit to state in any such 

application or report any material fact which is required to be stated therein.” 

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 

Ascension pursuant to Section 203(e) of the Advisers Act including, but not limited to, civil 

penalties pursuant to Section 203 of the Advisers Act; 

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

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

penalties pursuant to Section 203 of the Advisers Act;

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

Gooder pursuant to Section 9(b) of the Investment Company Act including, but not limited 

to, civil penalties pursuant to Section 9 of the Investment Company Act; and 

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

should be ordered to cease and desist from committing or causing violations of and any 

future violations of Sections 204, 206(4), and 207 of the Advisers Act and Rules 204-2, 

206(4)-2, and 206(4)-7 thereunder; and whether Respondents should be ordered to pay a 

civil penalty pursuant to Section 203(i) of the Advisers Act and Section 9(d) of the 

Investment Company Act.
10

IV.

IT IS ORDERED that a public hearing before the Commission for the purposes 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 by further order of the Commission, pursuant to Rule 110 of the Commission’s Rules 

of Practice, 17 C.F.R. § 201.110. 

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(b) of the Commission’s Rules of Practice, 17 C.F.R. § 201.220(b). 

IT IS FURTHER ORDERED that the Division of Enforcement and Respondents 

shall conduct a prehearing conference pursuant to Rule 221 of the Commission’s Rules of 

Practice, 17 C.F.R. § 201.221, within fourteen (14) days of service of the Answer. The 

parties may meet in person or participate by telephone or other remote means; following 

the conference, they shall file a statement with the Office of the Secretary advising the 

Commission of any agreements reached at said conference. If a prehearing conference was 

not held, a statement shall be filed with the Office of the Secretary advising the 

Commission of that fact and of the efforts made to meet and confer.

If any Respondent fails to file the directed Answer, or fails to appear at a hearing or 

conference after being duly notified, the Respondent may be deemed in default and the 

proceedings may be determined against the Respondent 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 by any means permitted by 

the Commission’s Rules of Practice. 

Attention is called to Rule 151(b) and (c) of the Commission’s Rules of Practice, 17 

C.F.R. § 201.151(b) and (c), providing that when, as here, a proceeding is set before the 

Commission, all papers (including those listed in the following paragraph) shall be filed 

with the Office of the Secretary and all motions, objections, or applications will be decided 

by the Commission. The Commission requests that an electronic courtesy copy of each 

filing should be emailed to APFilings@sec.gov in PDF text-searchable format. Any 

exhibits should be sent as separate attachments, not a combined PDF. 

The Commission finds that it would serve the interests of justice and not result in 

prejudice to any party to provide, pursuant to Rule 100(c) of the Commission’s Rules of

Practice, 17 C.F.R. § 201.100(c), that notwithstanding any contrary reference in the Rules 

of Practice to filing with or disposition by a hearing officer, all filings, including those 

under Rules 210, 221, 222, 230, 231, 232, 233, and 250 of the Commission’s Rules of 

Practice, 17 C.F.R. §§ 201.210, 221, 222, 230, 231, 232, 233, and 250, shall be directed to 

and, as appropriate, decided by the Commission.
11

The Commission finds that it would serve the interests of justice and not result in 

prejudice to any party to provide, pursuant to Rule 100(c) of the Commission’s Rules of

Practice, 17 C.F.R. § 201.100(c), that the Commission shall issue a decision on the basis of 

the record in this proceeding, which shall consist of the items listed at Rule 350(a) of the 

Commission’s Rules of Practice, 17 C.F.R. § 201.350(a), and any other document or item 

filed with the Office of the Secretary and accepted into the record by the Commission. The 

provisions of Rule 351 of the Commission’s Rules of Practice, 17 C.F.R. § 201.351, 

relating to preparation and certification of a record index by the Office of the Secretary or 

the hearing officer are not applicable to this proceeding.

The Commission will issue a final order resolving the proceeding after one of the 

following: (A) The completion of post-hearing briefing in a proceeding where the public 

hearing has been completed; (B) The completion of briefing on a motion for a ruling on the 

pleadings or a motion for summary disposition pursuant to Rule 250 of the Commission’s 

Rules of Practice, 17 C.F.R. § 201.250, where the Commission has determined that no 

public hearing is necessary; or (C) The determination 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 public 

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.

Brent J. Fields

Secretary