INITIAL DECISION RELEASE NO. 1400

ADMINISTRATIVE PROCEEDING

FILE NO. 3-19024

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

In the Matter of

:

ASCENSION ASSET MANAGEMENT, LLC, and : INITIAL DECISION

GRENVILLE M. GOODER, JR. : April 3, 2020

APPEARANCES: Joshua E. Braunstein and Luke A.E. Pazicky for the 

Division of Enforcement, Securities and Exchange Commission1

Thomas J. McGonigle, Alexandra J. Marinzel, and Macauley B. Venora of 

Murphy & McGonigle, P.C., for Ascension Asset Management, LLC, and 

Grenville M. Gooder, Jr.

BEFORE: Carol Fox Foelak, Administrative Law Judge

SUMMARY

This Initial Decision orders Ascension Asset Management, LLC, and Grenville M. 

Gooder, Jr., jointly and severally, to pay a civil penalty of $50,000 and censures them.

I. INTRODUCTION

A. Procedural Background

The Securities and Exchange Commission instituted this proceeding with an Order 

Instituting Proceedings (OIP) on March 7, 2019, pursuant to Section 203(e), (f), and (k) of the 

Investment Advisers Act of 1940 and Section 9(b) of the Investment Company Act of 1940. On 

May 7, 2019, the Commission ordered that a hearing be convened before an Administrative Law 

Judge on September 9, 2019. Ascension Asset Mgmt., LLC, Advisers Act Release No. 5230, 

2019 SEC LEXIS 1055, at *2. In the interim, the parties filed motions for summary disposition 

pursuant to 17 C.F.R. § 201.250, on which the undersigned ruled on August 29, 2019, making 

various findings of fact and conclusions of law. Ascension Asset Mgmt., LLC, Admin. Proc. 

 

1 Nicholas A. Pilgrim, who previously appeared for the Division, withdrew his appearance on 

August 9, 2019, and left the Commission’s employ on that date. 
2

Rulings Release No. 6665, 2019 SEC LEXIS 2290 (Summary Disposition Order). The 

undersigned held a one-day hearing in Washington, D.C., on September 9, 2019, to take 

additional evidence on the appropriate sanction, if any. The Division of Enforcement called one

witness from whom testimony was taken, Patrick Smith, and Respondents called one, 

Respondent Gooder, in their case.

2

The findings and conclusions in this Initial Decision 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., 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, 96-104 (1981). Pursuant to the Administrative 

Procedure Act, 5 U.S.C. § 557(c), the following post-hearing pleadings were considered: (1) the 

Division’s Post-Hearing Brief; (2) Respondents’ Counter-Proposed Findings of Fact and 

Conclusions of Law and Post-Hearing Brief; and (3) the Division’s Post-Hearing Reply Brief. 

All arguments and proposed findings and conclusions that are inconsistent with this Initial 

Decision were considered and rejected.

B. Allegations and Arguments of the Parties

This Division requests that: Ascension and Gooder be censured and be ordered to cease 

and desist from further violations, to retain an independent compliance monitor, and to pay a 

civil penalty. Respondents urge that sanctions are not appropriate in that Respondents have 

remediated the violations, having even engaged a compliance consultant before the

commencement of the Commission’s examination that led to this proceeding and implemented 

the consultant’s recommendations, even exceeding legal requirements, for instance by having 

monthly reviews instead of annual reviews. Respondents note that there is no evidence of client 

losses or misappropriation of client funds.

C. Procedural Issues

As the Summary Disposition Order stated, Respondents challenged the proceeding on the 

grounds that: it violates their Seventh Amendment right to jury trial; the presiding 

Administrative Law Judge is barred from adjudicating it under the Appointments Clause because 

of improper appointment and unconstitutional removal protections; claims based on conduct 

occurring prior to March 7, 2014, are barred by the five-year statute of limitations; and the 

Commission was not authorized to adopt Advisers Act Rule 206(4)-7, one of the rules that 

Respondents are charged with violating. The Summary Disposition Order denied Respondents’ 

request that the proceeding be dismissed on these grounds. Post-hearing, Respondents reiterate 

their arguments and request reconsideration. The conclusions set forth in the Summary 

Disposition Order rejecting these challenges are adopted and incorporated herein. Respondents’ 

objections are preserved for review.

 

2 Citations to the transcript will be noted as “Tr. __.” Citations to exhibits offered by the 

Division and by Respondents will be noted as “Div. Ex. __” and “Resp. Ex. __,” respectively. 
3

II. FINDINGS OF FACT

A. Previous Findings Incorporated

For purposes of this ID, the findings of fact set forth in the Summary Disposition Order

(at *9-15) are deemed true and incorporated herein as follows: 

Ascension, located in New York City, registered with the Commission as an investment 

adviser in June 2004. It 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. Gooder, a Chartered Financial Analyst, 

founded Ascension in 2004 after working in the securities industry for about 40 years, including 

for several SEC-registered investment advisers. Ascension’s sole owner and operator, he signed 

its Forms ADV.

Ascension has been a member since 2005 of the Investment Adviser Association (IAA),

which advocates for and provides compliance and educational resources to SEC-registered 

investment advisory firms. However, Gooder did not read the organization’s monthly 

compliance bulletins and did not attend its training events on compliance issues. Nor did he visit 

the Commission’s website or contact Commission staff for guidance on any investment advisory 

compliance issues.

Until November 2015, Ascension did not adopt and implement written compliance 

policies and procedures or conduct annual reviews. Accordingly, Ascension did not have 

records of these things during that period. Since then, following the initiation of an examination 

by the Commission’s Office of Compliance Inspections and Examinations (OCIE), Ascension 

has been in compliance with these requirements.

From September 2005 until March 2016, Respondents designated in Ascension’s Forms 

ADV David N. Platt and Patrick L. Smith as Ascension’s Chief Compliance Officer (CCO) at 

different times.

From about 2005, Ascension was an investment adviser to a private fund, which by 2007 

had approximately 40 shareholders who collectively invested approximately $4.4 million. 

Gooder and Platt jointly managed the private fund. From about March 2010 until November 

2015, Ascension did not retain an independent accountant to perform an annual audit of the 

private fund and did not distribute audited financial statements to its investors, nor did it retain 

an independent public accountant to conduct an annual surprise examination to verify the fund’s 

assets.3 The assets were in the possession of an independent qualified custodian. Since 

November 2015 the fund has been dissolved.

 

3 These steps were required as of March 12, 2010. See Custody of Funds or Securities of Clients 

by Investment Advisers, 75 Fed. Reg. 1456 (Jan. 11, 2010) (amending Rule 206(4)-2, effective 

Mar. 12, 2010). 
4

In or about July 2012, Gooder was named sole trustee of an approximately $5.2 million 

trust account, and from then through at least December 2015, Ascension was the investment 

adviser to the trust and received a fee for managing it. The assets were in the possession of an 

independent qualified custodian. As sole trustee, Gooder had the authority to obtain possession 

of and to withdraw client funds or securities maintained with a custodian. 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. Since at least 2016 Ascension did do so.

Respondents concede that Ascension had what they describe as “technical” custody of the 

assets.4 Respondents admit that through 2015 Ascension had “technical” custody of assets in 

the private fund and of at least some of the trust’s assets and thus made “mistaken” statements in 

Forms ADV and in Form ADV brochures through February 2015 that it did not have custody of 

client assets. 

Platt, listed in several Ascension Forms ADV filed between September 2005 and 

February 2015 as the adviser’s CCO, has known Gooder for many years and owned and operated 

an investment adviser from 1980 to 2017, when he retired from business. He allowed Gooder to 

list his name as a convenience; Platt was not acquainted with the responsibilities of a CCO, and 

the two did not discuss it. He did not set up a compliance file, adopt or implement any written 

compliance policies and procedures, perform an annual review, or take any other action as 

Ascension’s CCO. 

Smith, listed in Ascension’s Form ADV filed February 10, 2011, as the adviser’s CCO, 

became acquainted with Gooder when both were associated with another investment firm. In 

2009, when Smith was considering leaving that firm, Gooder suggested that he start his own firm 

and offered him shared office space rent-free until he became established. Smith began to pay 

rent in 2011 but found that he could not sustain it, and both made other arrangements for office 

space toward the end of 2011. 

At most, Gooder mentioned only briefly to Smith that he was naming him CCO: Gooder 

recalls telling Smith that he was naming him CCO, without, however, discussing the duties and 

responsibilities involved.

5

 

 

4 This appears to refer to the definition of custody in Rule 206(4)-2(d)(2): “Custody means 

holding, directly or indirectly, client funds or securities, or having any authority to obtain 

possession of them . . . includ[ing] . . . (ii) any arrangement . . . under which you are authorized 

or permitted to withdraw client funds or securities maintained with a custodian upon your 

instruction to the custodian.” (second emphasis added; “Custody” is italicized in the original). 

The definition of custody was added in 2003 (then numbered as Rule 206(4)-2(c)(1)). See

Custody of Funds or Securities of Clients by Investment Advisers, 68 Fed. Reg. 56692-93, 56701 

(Oct. 1, 2003) (amending Rule 206(4)-2, effective Nov. 5, 2003). 

5 Weighing all the evidence, including Smith’s testimony at the hearing, this finding will not be 

disturbed. As noted in the Summary Disposition Order, Smith testified in a June 2019 deposition 

that Gooder never talked to him about being CCO and that he was unaware he had been listed as 
5

Prior to the OCIE examination, Respondents did not maintain any ledgers reflecting the 

adviser’s assets, liabilities, reserves, capital, income, and expense accounts; rather, Gooder “ran 

Ascension Asset Management out of a checkbook.” At year-end, he listed receipts and 

disbursements in different categories by hand on pieces of paper to provide to his accountant for 

tax purposes; he retained some of the papers. 

Gooder did not read any IAA bulletins or Commission guidance regarding the custody 

rule that was published around the time of the 2010 amendment of the rule and did not have an 

understanding of the requirements of the rule. 

B. Additional Findings of Fact

Evidence taken at the hearing focused on what sanctions, if any, are appropriate for the 

violations. In particular, Respondents introduced evidence to support their argument that their 

evidence of remediation obviated the need for any sanction and also argued that the evidence 

was insufficient to show “willful” violations.

On November 2, 2015, OCIE notified Respondents of an impending examination, to start

on December 1. Tr. 85-86; Resp. Ex. 2. Respondents immediately took steps that led to 

engaging compliance consultants on November 9 and 10. Tr. 86-89; Resp. Exs. 5, 7. The 

consultants immediately reviewed Ascension’s operations, resulting in a compliance policies and 

procedures manual on November 25. Tr. 90-91; Div. Ex. 3. Respondents have taken a number 

of steps to remain in compliance. They engage in a monthly review with a compliance consultant 

or correctly appointed CCO to make sure that their operation is within the guidelines of the 

manual. Tr. 91-92, 97, 99. They engaged a PCAOB-registered accounting firm, Mazars, for 

surprise audits of the trust as of January 2016. Tr. 96, 111-13; Resp. Exs. 15-18. To assist with 

books and records, as of February 2016, Respondents hired a bookkeeper who prepares balance 

sheets, income statements, ledgers, and trial balances. Tr. 93, 114-16; Resp. Exs. 19-20. They

responded to OCIE’s June 16, 2016, deficiency letter on July 14, 2016. Div. Ex. 95; Resp. Ex. 4. 

As of and since that date, Ascension was in compliance with the custody rule and remediated the 

other deficiencies; currently it contracts with a consultant to be CCO. Tr. 95-99, 104-08, 118-19; 

Resp. Ex. 11. 

 

CCO in the February 2011 Form ADV until Commission staff showed him a copy in 2017. 

Smith reiterated this at the September 9, 2019, hearing. Tr. 46-49. He also testified that he had 

been under great financial stress, was working a second job seven nights a week, and was sleep 

deprived. Tr. 47, 53-56. In the June 2019 deposition he testified that for those reasons, his 

“recollection of [the 2011] time frame is very fuzzy at best.” Tr. 56-57. Smith has been 

inconvenienced by the investigation of Respondents in that he had to explain it to his employer 

(and to travel to the hearing on his wedding anniversary) but has not been demoted or lost any 

salary. Tr. 49-50, 57. 

 
6

Respondents spent over $100,000 on compliance – remediating the deficiencies and 

maintaining a compliance program – from November 2015 to date.6 Tr. 119-20. Gooder now 

recognizes the importance of rules regulating investment advisers and intends to continue 

complying with them “enthusiastically” going forward. Tr. 120. 

Ascension currently has assets under management of $160 million. Tr. 79. Most of the 

clients have been with Ascension or Gooder at his previous firm for ten to twenty years, some as 

long as forty years. Tr. 82. Ascension has lost no clients or assets under management as a result 

of the investigation and OIP, which were disclosed on Ascension’s Forms ADV. Tr. 118. 

III. CONCLUSIONS OF LAW

As concluded in the Summary Disposition Order, Ascension willfully violated and 

Gooder caused Ascension’s violations of Section 206(4) of the Advisers Act and Rules 206(4)-7 

and 206(4)-2 thereunder; Ascension violated and Gooder caused Ascension’s violations of 

Section 204 of the Advisers Act and Rule 204-2 thereunder; and Ascension and Gooder willfully 

violated Section 207 of the Advisers Act. These conclusions are adopted and incorporated 

herein. 

Respondents argue that their conduct was not reckless, but merely negligent, and thus 

cannot be “willful,” citing Robare Group v. SEC, 922 F.3d 468, 480 (D.C. Cir. 2019). The 

conclusion in the Summary Disposition Order that the conduct was reckless will not be revisited. 

A fiduciary who had decades of industry experience and who owned and controlled Ascension, 

Gooder failed to remain informed about compliance requirements – never attending IAA training 

events, reading IAA bulletins, visiting the Commission’s website or otherwise obtaining 

Commission guidance on investment advisory compliance issues – and designated Platt and 

Smith as figurehead CCOs who would not undertake any actual compliance responsibilities. 

This shows that Respondents’ conduct was at least reckless, amounting to scienter, and therefore 

willful. See id. at 479. No new evidence has been introduced to revisit that conclusion. 

IV. SANCTIONS

The Division requests cease-and-desist orders, an independent compliance monitor, a 

civil penalty, and censures. As discussed below, a $50,000 civil penalty and censures will be 

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] 

 

6 This sum does not include fees spent responding to the investigation and in this proceeding. Tr. 

120. 
7

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 

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 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. Cease and Desist

Advisers Act Section 203(k) authorizes the Commission to issue a cease-and-desist order 

against a person who “is violating, has violated, or is about to violate” any provision of the 

Advisers Act or rules thereunder or who “is, was, or would be a cause of the violation” and “in 

addition . . . require such person to comply, or take steps to effect compliance, with such 

provision . . . upon such terms and conditions and within such time as the Commission may 

specify.” 15 U.S.C. § 80b-3(k)(1). Whether there is a reasonable likelihood of such violations in 

the future must be considered. See KPMG Peat Marwick LLP, Exchange Act Release No. 

43862, 2001 SEC LEXIS 98, at *101 (Jan. 19, 2001), pet. denied, 289 F.3d 109 (D.C. Cir. 2002). 

Such a showing is “significantly less than that required for an injunction.” Id. at *114. In 

determining whether a cease-and-desist order is appropriate, the Commission considers the 

Steadman factors quoted above, as well as the recency of the violation, the degree of harm to 

investors or the marketplace, and the combination of sanctions against the respondent. See WHX 

Corp. v. SEC, 362 F.3d 854, 859-61 (D.C. Cir. 2004); KPMG, 2001 SEC LEXIS 98, at *116. 

The violations were recurrent for ten years but ended four years ago, followed by a period 

of affirmative compliance. Respondents have recognized the wrongful nature of their conduct 

and given assurances against future violations. They acknowledged the deficiencies in their past 

conduct in words and action. While the Division argues that they may revert to their previous 

misconduct unless subject to a cease-and-desist order and monitoring, Respondents’ claim to 

“enthusiastically” embrace compliance is made more credible by their affirmative compliance 

since November 2015. Thus, a cease-and-desist order will not be issued, and consequently the 

Division’s request that Ascension be ordered to retain an independent compliance monitor for 
8

three years will not be granted.

7

 Further, while such monitors have been ordered in settled 

proceedings, the undersigned is unaware of any litigated case in which the Commission itself has 

ordered a respondent to retain a compliance monitor.8 

C. Civil Money Penalty

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

$50,000. Sections 203(i) of the Advisers Act and 9(d) of the Investment Company Act authorize 

the Commission to impose civil money penalties for willful violations of those Acts or rules 

thereunder. 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(1)(3), 80a-9(d)(3); see, e.g., Anthony 

Fields, CPA, Securities Act of 1933 Release No. 9727, 2015 SEC LEXIS 662, at *101-02 (Feb. 

20, 2015).

Harm to others and previous violations are absent from the instant case. While the

Division argues that Smith was embarrassed by having to explain it to his employer, he did not 

suffer financial harm, there is no evidence of harm to Respondents’ clients, and none was 

alleged. However, the violations involved a reckless disregard of a regulatory requirement and 

resulted in unjust enrichment. Respondents argue that there was no unjust enrichment because 

they received no additional moneys, while the Division points to the expenses that Respondents 

avoided for over ten years by not paying for compliance services, which cost them $100,000 

during the four years after November 2015. The undersigned construes the savings as a form of 

unjust enrichment for the purpose of the penalty analysis. Deterrence also requires penalties for 

the violations.

Penalties in addition to the other sanctions ordered are in the public interest. Because 

Respondents’ conduct was reckless, second-tier penalties are appropriate. 15 U.S.C. §§ 80b3(i)(2)(B), 80a-9(d)(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 

Sections 203(i)(2) of the Advisers Act and 9(d)(2) of the Investment Company Act, for each 

violative act or omission during the period of violation within the five-year statute of limitations

 

7 The Division also cites Advisers Act Section 203(e), which authorizes the Commission to 

“place limitations on the activities, functions, or operations” of an investment adviser if “in the 

public interest” in support of its request that an independent monitor be ordered. 15 U.S.C. § 

80b-3(e). In light of the conclusion that the likelihood of future violation is low, it is not in the 

public interest to impose the expense of an independent monitor on Respondents. 

8 There was one litigated case, which the Division cites, in which an administrative law judge 

ordered a compliance monitor, and based on the request of the parties to declare the decision 

final on an expedited basis, the Commission did so. Ernst & Young LLP, Initial Decision 

Release No. 249, 2004 SEC LEXIS 831, at *173-78, *182-83 (A.L.J. Apr. 16, 2004), finality 

order, Securities Act of 1933 Release No. 8413, 2004 SEC LEXIS 885 (Apr. 26, 2004). 
9

through November 2, 2015, the maximum second-tier penalty for each violation for a natural 

person is $80,000 and for any other person is $400,000. 17 C.F.R. § 201.1001(a) & tbl. I. For 

violations after November 2, 2015, the maximum second-tier penalty for each violation for a 

natural person is $96,384 and for any other person is $481,920. 17 C.F.R. § 201.1001(b); 

Adjustments to Civil Monetary Penalty Amounts, 85 Fed. Reg. 1833, 1834 (Jan. 13, 2020). 

The 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 requested $50,000 

penalty will be imposed jointly and severally on Ascension and Gooder. Combined with the 

other sanction ordered, this penalty is in the public interest. 

D. Censure

Advisers Act Section 203(e) and (f) authorizes the Commission to censure an investment 

adviser or associated person who “has willfully made or caused to be made in any application for 

registration or report required to be filed with the Commission under [the Advisers Act] . . . any 

statement which was at the time and in light of the circumstances under which it was made false 

or misleading with respect to any material fact, or has omitted to state in any such application or 

report any material fact which is required to be stated therein.” 15 U.S.C. § 80b-3(e)(1), (f). The 

statute also authorizes the Commission to censure an investment adviser or associated person 

who has willfully violated any provision of the Advisers Act or rules thereunder. Id. § 80b3(e)(5), (f). The Division requests that Respondents be censured. In combination with the other 

sanction ordered, censures for Respondents’ willful violations are in the public interest. The 

censures, like the civil penalty, are properly calibrated to punish Respondents for their

misconduct and discourage future violations without a need for a cease-and-desist order or an 

independent monitor. See Monetta Fin. Servs., Inc., Advisers Act Release No. 2438, 2005 SEC 

LEXIS 2491, at *7-8 (Oct. 4, 2005) (imposing censure and a civil monetary penalty but no 

cease-and-desist order after weighing the need for deterrence against mitigating factors).

V. RECORD CERTIFICATION

Pursuant to Rule 351(b) of the Commission’s Rules of Practice, 17 C.F.R. § 201.351(b), 

it is certified that the record includes the items set forth in the record index issued by the 

Secretary of the Commission on January 30, 2020.

VI. ORDER

IT IS ORDERED that, pursuant to Sections 203(i) of the Investment Advisers Act of 

1940 and 9(d) of the Investment Company Act of 1940, Ascension Asset Management, LLC, and 

Grenville M. Gooder, Jr., jointly and severally, PAY A CIVIL MONEY PENALTY of $50,000.

IT IS FURTHER ORDERED that, pursuant to Section 203(e) and (f) of the Investment 

Advisers Act of 1940, Ascension Asset Management, LLC, IS CENSURED for violating 
10

Sections 206(4) and 207 of the Investment Advisers Act of 1940 and Rules 206(4)-7 and 206(4)-

2 thereunder; and Grenville M. Gooder, Jr., IS CENSURED for violating Section 207 of the 

Investment Advisers Act of 1940.

Payment of civil penalties 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, wire transfer, 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, 

wire transfer, or bank money order shall include a cover letter identifying the Respondent[s] and 

Administrative Proceeding No. 3-19024, and shall be delivered to: Enterprise Services Center, 

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

Oklahoma City, Oklahoma 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 Initial Decision shall become effective in accordance with and subject to the 

provisions of Rule 360 of the Commission’s Rules of Practice, 17 C.F.R. § 201.360. Pursuant to 

that Rule, a party may file a petition for review of this Initial Decision within twenty-one days 

after service of the Initial Decision. A party may also file a motion to correct a manifest error of 

fact within ten days of the Initial Decision, pursuant to Rule 111(h) of the Commission’s Rules 

of Practice, 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 manifest error of fact. The Initial Decision 

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 motion to correct manifest 

error of fact or the Commission determines on its own initiative to review the Initial Decision as 

to a party. If any of these events occur, the Initial Decision shall not become final as to that 

party.

/S/ Carol Fox Foelak 

Carol Fox Foelak

Administrative Law Judge

Served by email on all parties.