UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 86472 / July 25, 2019

ADMINISTRATIVE PROCEEDING

File No. 3-18648

In the Matter of

BKS Advisors, LLC,

Respondent.

ORDER APPROVING 

PLAN OF DISTRIBUTION

ADMINISRATIVE PROCEEDING

File No. 3-18649

In the Matter of

ROGER T. DENHA,

Respondent.

On August 17, 2018, the Commission issued an Order Instituting Administrative and 

Cease-and-Desist Proceedings Pursuant to Sections 15(b) and 21C of the Securities Exchange 

Act of 1934, Sections 203(f) and 203(k) of the Investment Advisers Act of 1940, and Section 

9(b) of the Investment Company Act of 1940, Making Findings, and Imposing Remedial 

Sanctions and a Cease-and-Desist Order (“Order”)1against Roger T. Denha (“Denha”). The 

Order required Denha to pay a total of $616,618.00 in disgorgement, prejudgment interest, and a 

civil money penalty to the Commission and created a Fair Fund, pursuant to Section 308(a) of 

the Sarbanes-Oxley Act of 2002, as amended (the “Fair Fund”), so the penalty, along with the 

disgorgement and prejudgment interest, could be distributed to investors harmed by Denha’s 

conduct described in the Order. The Order further provided that the Fair Fund is to also include 

the funds collected in a related proceeding, In the Matter of BKS Advisors LLC, in which BKS 

 

1

 Exchange Act Rel. No. 83873 (Aug. 17, 2018).
2

Advisors LLC (“BKS”) was ordered to pay a $75,000.00 civil money penalty.2 Accordingly, the 

Fair Fund is comprised of the $691,618.00 paid by the Respondents. The Fair Fund is subject to 

the continuing jurisdiction and control of the Commission and has been deposited at the United 

States Department of Treasury's Bureau of the Fiscal Service in an interest-bearing account. 

On May 31, 2019, the Commission published a Notice of Proposed Plan of Distribution 

and Opportunity for Comment (“Notice”)3pursuant to Rule 1103 of the Commission’s Rules on 

Fair Fund and Disgorgement Plans.4 The Notice advised interested parties that they could obtain 

a copy of the proposed Plan of Distribution (“Plan”) from the Commission’s public website at 

http://www.sec.gov/litigation/fairfundlist.htm or by submitting a written request to Nancy Chase 

Burton, Esq., United States Securities and Exchange Commission, 100 F Street, NE, 

Washington, DC 20549-5876.

The Notice also advised that all persons desiring to comment on the Plan could submit 

their comments, in writing, no later than thirty (30) days from the publication of the Notice (1) to 

the Office of the Secretary, United States Securities and Exchange Commission, 100 F Street, 

NE, Washington, DC 20549-1090; (2) by using the Commission’s Internet comment form 

(http://www.sec.gov/litigation/fairfundlist.htm); or (3) by sending an e-mail to 

rulecomments@sec.gov. The Commission received no comments on the Plan during the 

comment period.

The Plan provides for distribution of the Net Fair Fund5to investors who were harmed as 

a result of Denha’s and BKS’s fraudulent allocation or “cherry-picking” scheme and who 

suffered losses as calculated by the methodology described in paragraph 11 of the Plan.

The Division of Enforcement now requests that the Commission approve the Plan.

Accordingly, it is hereby ORDERED, pursuant to Rule 1104 of the Commission’s Rules 

on Fair Fund and Disgorgement Plans,6that the Plan is approved, and posted simultaneously 

with this order on the Commission’s website at www.sec.gov. 

For the Commission, by its Secretary, pursuant to delegated authority.

Vanessa A. Countryman

Secretary

 

2

 See Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 203(e) and 203(k) of 

the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist 

Order, Advisers Act Rel. No. 4987 (Aug. 17, 2018).

3

 Exchange Act Rel. No. 85997 (May 31, 2019).

4

17 C.F.R. § 201.1103.

5

 Capitalized terms used herein, but not defined shall have the same meanings ascribed to them in the Plan.

6

 17 C.F.R. § 201.1104.