UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 93766 / December 13, 2021

ADMINISTRATIVE PROCEEDING

File No. 3-20480

In the Matter of

CREWS & ASSOCIATES, 

INC.,

Respondent.

ORDER APPOINTING TAX 

ADMINISTRATOR AND DIRECTING 

PAYMENT OF CERTAIN FUNDS 

RECEIVED BY THE COMMISSION 

ADMINISTRATIVE PROCEEDING

File No. 3-20481

In the Matter of

RUSH F. HARDING III, 

Respondent.

On August 26, 2021, the Commission simultaneously instituted and settled two 

administrative and cease-and-desist proceedings (the “Orders”)1against Crews & Associates, 

Inc. (“Crews”) and Crews’ then-Chief Executive Officer, Rush F. Harding, III (“Harding”) 

(collectively, the “Respondents”). The proceedings arose out of unfair dealing by the 

Respondents in connection with a tender offer for municipal bonds that had been previously 

issued by The County Commission of Ohio County, West Virginia (the “County”). The 

 

1

See Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 15(b), 15B(c) and 

21C of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions and a Cease-andDesist-Order against Crews, Exchange Act Rel. No. 92768 (Aug. 26, 2021), Admin. Proc. File No. 3-20480; and 

Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 15(b), 15B(c) and 21C of 

the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions and a Cease-and-DesistOrder against Harding, Exchange Act Rel. No. 92769 (Aug. 26, 2021), Admin. Proc. File No. 3-20481 (collectively, 

the “Orders”).
2

Commission found that Harding and Crews willfully violated Municipal Securities Rulemaking 

Board (“MSRB”) Rules G-17 and G-27; that Crews, by reason of those violations, violated 

Section 15B(c)(1) of the Securities Exchange Act of 1934 (the “Exchange Act”); and that 

Harding caused Crews to violate Section 15B(c)(1) of the Exchange Act.

As a result of these findings, the Commission ordered Crews to disgorge $34,631, pay 

prejudgment interest of $9,441, and to pay a civil money penalty of $200,000 to the 

Commission, $66,667 of which shall be transferred to the MSRB in accordance with Section 

15B(c)(9)(A) of the Exchange Act (the “Crews MSRB Transfer”). The Commission further 

ordered Harding to disgorge $36,524, pay prejudgment interest of $9,957, and to pay a civil 

penalty of $100,000, $33,333 of which shall be transferred to the MSRB in accordance with 

Section 15B(c)(9)(A) of the Exchange Act (the “Harding MSRB Transfer). The Commission 

established in each proceeding Fair Funds pursuant to Section 308(a) of the Sarbanes-Oxley Act 

of 2002, so that collected civil penalties could be distributed with collected disgorgement and 

prejudgment interest to the County, and ordered that the Fair Fund established in the Harding

proceeding be added to the Fair Fund established in the Crews proceeding for distribution (the 

“Combined Fair Fund”).

The Respondents have paid $390,553, as ordered.

The Combined Fair Fund constitutes a qualified settlement fund (“QSF”) under Section 

of 468B(g) of the Internal Revenue Code (IRC), 26 U.S.C. § 468B(g), and related regulations, 26 

C.F.R. §§ 1.468B-1 through 1.468B-5. The appointment of a tax administrator to fulfill the tax 

obligations of the Combined Fair Fund is necessary. The appointment of Miller Kaplan Arase 

LLP (“Miller Kaplan”) is in accordance with the Omnibus Order Directing the Appointment of 

Tax Administrator in Administrative Proceedings that Establish Distribution Funds (the 

“Omnibus Order”).2

After completion of the Crews MSRB Transfer and the Harding MSRB Transfer, the 

Combined Fair Fund will have $290,553, less a reserve for taxes and administrative expenses 

(the “Reserve”) available for distribution. Of this amount, $202,400 will be distributed to the 

County as full compensation, plus reasonable interest of $52,641, for the fees paid to Respondent 

Crews in connection with its retention by the County. After the distribution payment and all 

taxes and administrative expenses are paid, the Commission staff will transfer the remaining 

funds, if any, to the general fund of the United States Treasury subject to Section 21F(g)(3) of 

the Securities Exchange Act of 1934 (“Exchange Act”).

Accordingly, it is ORDERED that:

A. Miller Kaplan, in accordance with the Omnibus Order, is appointed Tax 

Administrator for the QSF in the above referenced proceedings and shall work 

with the Commission staff to establish the Reserve. 

B. The Commission staff shall disburse $255,041 to the County; and

 

2 Exchange Act Rel. No. 85174 (Feb. 22, 2019).
3

C. Any amounts remaining in the Combined Fair Fund after the payment of all taxes 

and administrative expenses and the disbursement set forth in B., and any 

amounts returned to the Fair Fund in the future, shall be transferred to the general 

fund of the United States Treasury subject to Section 21F(g)(3) of the Exchange 

Act.

By the Commission.

Vanessa A. Countryman

Secretary