In re Steward Capital Management

 UNITED STATES OF AMERICA 
 Before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
INVESTMENT ADVISERS ACT OF 1940 
Release No. 6111 / September 9, 2022 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-21048 
 
 
In the Matter of 
 
Steward Capital Management, 
Inc. 
 
Respondent. 
 
 
 
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  
   
 
I. 
 
 The Securities and Exchange Commission (“Commission”) 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 Steward Capital Management, Inc. (“Steward” or “Respondent”).   
 
II. 
 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  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, Respondent consents to the entry of this 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 (“Order”), as set forth below. 
 
 

 2 
III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
 
Summary 
 
1. Steward, a registered investment adviser, is an investment adviser to private funds.  
This matter concerns Steward’s violations of the federal securities laws in connection with the 
financial statement audits of private funds that Steward advised.  Steward failed to timely distribute 
annual audited financial statements prepared in accordance with Generally Accepted Accounting 
Principles (“GAAP”) to investors in certain private funds that it advised.  In addition, Steward did 
not promptly update its Forms ADV as new events regarding those audits occurred.  These failures 
resulted in violations of Section 206(4) of the Advisers Act and Rule 206(4)-2 thereunder, 
commonly referred to as the “custody rule,” and Section 204(a) and Rule 204-1(a) thereunder, 
which required Steward to update certain information about Steward’s private fund audits in its 
Forms ADV.       
 
Respondent 
 
2. Steward Capital Management, Inc. (“Steward”) is a Michigan corporation with its 
principal place of business in Bloomfield Hills, Michigan.  Steward has been registered with the 
Commission as an investment adviser since June 1988.  On its Form ADV dated July 29, 2022, 
Steward reported that it had approximately $147 million in regulatory assets under management, 
including $40 million managed in pooled investment vehicles.    
 
Other Relevant Entities 
 
3. Steward Real Estate Partners Fund I, LP (“Real Estate Fund”) is a private fund 
formed as a Delaware limited partnership.  At all relevant times, an affiliate under common control 
with Steward was the general partner of the Real Estate Fund.  Steward has been the investment 
adviser to the Real Estate Fund since March 12, 2007. 
 
4. WCERS Opportunity Fund, LP (“Opportunity Fund”, collectively, with the Real 
Estate Fund, the “Funds”) is a private fund formed as a Delaware limited partnership.  At all 
relevant times, an affiliate under common control with Steward was the general partner of the 
Opportunity Fund.  Steward has been the investment adviser to the Opportunity Fund since 
September 17, 2010.   
 
                                                 
1
 The findings herein are made pursuant to Respondent’s Offer and are not binding on any other person or entity in 
this or any other proceeding.  
 

 3 
Steward Failed to Distribute Required Audited Financial Statements 
 
5. The custody rule requires that registered investment advisers who have custody of 
client funds or securities implement an enumerated set of requirements to prevent the loss, misuse, 
or misappropriation of those assets.   
 
6. An investment adviser has custody of client assets if it holds, directly or indirectly, 
client funds or securities, or if it has the ability to obtain possession of those assets.  See Advisers 
Act Rule 206(4)-2(d)(2).  A related person of Steward has served as the managing member or 
general partner of the Funds at all relevant times, and has had the authority to make decisions for, 
and act on behalf of, the Funds.  Steward is therefore deemed to have custody of each Funds’ assets 
as defined in Advisers Act Rule 206(4)-2.  
 
7. An investment adviser with custody of client assets must, among other things:  
(i) ensure that a qualified custodian maintains the client assets; (ii) notify the client in writing of 
accounts opened by the adviser at a qualified custodian on the client’s behalf; (iii) have a 
reasonable basis for believing that the qualified custodian sends account statements at least 
quarterly to clients, except if the client is a limited partnership or limited liability company for 
which the adviser or a related person is a general partner or managing member, the account 
statements must be sent to each limited partner or member; and (iv) ensure that client funds and 
securities are verified by actual examination each year by an independent public accountant at a 
time chosen by the accountant without prior notice or announcement to the adviser.  See Advisers 
Act Rule 206(4)-2(a)(1)-(5).   
  
8. The custody rule provides an alternative to complying with the requirements of 
Advisers Act Rule 206(4)-2(a)(2), (3) and (4) for investment advisers to limited partnerships or 
other types of pooled investment vehicles.  The custody rule provides that an investment adviser 
“shall be deemed to have complied with” the independent verification requirement and is not 
required to satisfy the notification and accounts statements delivery requirements with respect to a 
fund if the fund is subject to audit at least annually and “distributes [the fund’s] audited financial 
statements prepared in accordance with generally accepted accounting principles to all limited 
partners . . . within 120 days of the end of [the fund’s] fiscal year” (“Audited Financials 
Alternative”).  See Advisers Act Rule 206(4)-2(b)(4).  The accountant performing the audit must 
be an independent public accountant that is registered with, and subject to regular inspection by, 
the Public Company Accounting Oversight Board (“PCAOB”).  See Advisers Act Rule 206(4)- 
2(b)(4)(ii).  An investment adviser to a limited partnership that fails to meet the requirements of the 
Audited Financials Alternative to timely distribute audited financial statements prepared in 
accordance with GAAP would need to satisfy all of the requirements of Rule 206(4)-2(a)(2)-(4) in 
order to avoid violating the custody rule.  
 
9. In 2018, 2019, 2020, and 2021, with respect to the Real Estate Fund and 
Opportunity Fund, Steward purported to rely on the Audited Financials Alternative in order to 
comply with the custody rule, but Steward failed to timely deliver the audited financials to the 
Funds’ investors in each year.  Accordingly, Steward did not satisfy the requirements of the 

 4 
Audited Financials Alternative in Rule 206(4)-2(b)(4) for the Funds.  It was therefore obligated to 
comply with Advisers Act Rule 206(4)-2(a)(2), (3) and (4), which Steward also failed to do.   
 
Steward Failed to Promptly Amend Information  
In Its Forms ADV Concerning the Private Fund Audits 
 
10. Item 7.B of Form ADV, Part 1A requires an investment adviser to state whether it 
is an adviser to any private fund.  In that case, the adviser must also complete Section 7.B.(1) of 
Form ADV, Part 1A, Schedule D.     
 
11. Section 7.B.23.(a) requires an investment adviser to disclose the following 
information for each private fund managed by the adviser:  (i) whether the private fund’s financial 
statements are subject to an annual audit (Section 7.B.23.(a)(1)); (ii) whether those financial 
statements, if annually audited, are prepared in accordance with GAAP (Section 7.B.23.(a)(2)); 
(iii) an identification of the auditing firm and whether the firm is an independent public accountant 
registered with the PCAOB that is subject to the PCAOB’s regular inspection (Section 7.B.23.(a), 
(b), (d), (e), and (f)); and (iv) whether the private fund’s audited financial statements for the most 
recently completed fiscal year have been distributed to fund investors (Section 7.B.23.(g)).           
 
12. Last, Section 7.B.23.(h) requires an investment adviser to state whether all of the 
audit reports prepared by the auditing firm for each of its advised funds, since the adviser’s last 
annual updating amendment, contained unqualified audit opinions.  In Section 7.B.23.(h), the 
private fund investment adviser must state “Yes,” “No,” or “Report Not Yet Received.”      
 
13. Section 204(a) of the Advisers Act and Rule 204-1(a) thereunder require a 
registered investment adviser to amend its Form ADV at least annually, and more frequently as 
required by the instructions to Form ADV.  In addition, the instructions to Form ADV, Part 1A, 
Schedule D, Section 7.B.23.(h) state that “If you check ‘Report Not Yet Received,’ you must 
promptly file an amendment to your Form ADV to update your response when the report is 
available.” 
 
14. In its Form ADV filings dated March 21, 2019, March 14, 2020, and March 17, 
2021, Part 1A, Schedule D, Section 7.B., paragraph 23(h), concerning the Real Estate Fund and 
Opportunity Fund, Steward stated “Report Not Yet Received” to the question, “Do all of the 
reports prepared by the auditing firm for the private fund since your last updating amendment 
contain unqualified opinions?”  Steward received audit opinions for the Funds in approximately 
November and December 2019, December 2020, and October and December 2021, respectively.  
However, Steward did not update or revise its Form ADV until its next annual updating 
amendments (approximately three to four months after receiving the audit opinions).  
 
 
 
 
 
 

 5 
Violations 
 
15. As a result of the conduct described above, Steward willfully
2
 violated Sections 
204(a) and 206(4) of the Advisers Act and Rules 204-1(a) and 206(4)-2 thereunder. 
 
IV. 
 In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions agreed to in Respondent Steward’s Offer. 
 
 Accordingly, pursuant to Sections 203(e) and 203(k) of the Advisers Act, it is hereby 
ORDERED that: 
 
 A. Respondent cease and desist from committing or causing any violations and any 
future violations of Sections 204(a) and 206(4) of the Advisers Act and Rules 204-1(a) and 206(4)-2 
thereunder. 
 
B. Respondent is censured. 
 
C. Respondent shall, within 10 days of the entry of this Order, pay a civil money 
penalty in the amount of $75,000 to the Commission for transfer to the general fund of the United 
States Treasury, subject to the Securities Exchange Act of 1934 Section 21F(g)(3).  If timely 
payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717.   
 
Payment must be made in one of the following ways:   
 
(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
                                                 
2
 “Willfully,” for purposes of imposing relief under Section 203(e) of the Advisers Act “‘means no more than that the 
person charged with the duty knows what he is doing.’”  Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir. 2000) 
(quoting Hughes v. SEC, 174 F.2d 969, 977 (D.C. Cir. 1949)).  There is no requirement that the actor “also be aware 
that he is violating one of the Rules or Acts.”  Tager v. SEC, 344 F.2d 5, 8 (2d Cir. 1965).  The decision in The Robare 
Group, Ltd. v. SEC, which construed the term “willfully” for purposes of a differently structured statutory provision, 
does not alter that standard.  922 F.3d 468, 478-79 (D.C. Cir. 2019) (setting forth the showing required to establish that 
a person has “willfully omit[ted]” material information from a required disclosure in violation of Section 207 of the 
Advisers Act). 

 6 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Steward as a Respondent in these proceedings, and the file number of these proceedings; a copy of 
the cover letter and check or money order must be sent to Kimberly L. Frederick, Assistant 
Regional Director, Denver Regional Office, Securities and Exchange Commission, 1961 Stout 
Street, Suite 1700, Denver, CO 80294.   
 
 D. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 
treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such a 
Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting 
the Penalty Offset, notify the Commission’s counsel in this action and pay the amount of the 
Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be deemed 
an additional civil penalty and shall not be deemed to change the amount of the civil penalty 
imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” means a 
private damages action brought against Respondent by or on behalf of one or more investors based 
on substantially the same facts as alleged in the Order instituted by the Commission in this 
proceeding. 
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
       Secretary 
 
 
 

UNITED STATES OF AMERICA 

 Before the 

 SECURITIES AND EXCHANGE COMMISSION 

 

INVESTMENT ADVISERS ACT OF 1940 

Release No. 6111 / September 9, 2022 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-21048 

 

 

In the Matter of 

 

Steward Capital Management, 

Inc. 

 

Respondent. 

 

 

 

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  

   

 

I. 
 

 The Securities and Exchange Commission (“Commission”) 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 Steward Capital Management, Inc. (“Steward” or “Respondent”).   

 

II. 
 

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

of Settlement (the “Offer”) which the Commission has determined to accept.  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, Respondent consents to the entry of this 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 (“Order”), as set forth below. 

 

 



 2 

III. 
 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

 

Summary 
 

1. Steward, a registered investment adviser, is an investment adviser to private funds.  

This matter concerns Steward’s violations of the federal securities laws in connection with the 

financial statement audits of private funds that Steward advised.  Steward failed to timely distribute 

annual audited financial statements prepared in accordance with Generally Accepted Accounting 

Principles (“GAAP”) to investors in certain private funds that it advised.  In addition, Steward did 

not promptly update its Forms ADV as new events regarding those audits occurred.  These failures 

resulted in violations of Section 206(4) of the Advisers Act and Rule 206(4)-2 thereunder, 

commonly referred to as the “custody rule,” and Section 204(a) and Rule 204-1(a) thereunder, 

which required Steward to update certain information about Steward’s private fund audits in its 

Forms ADV.       

 

Respondent 

 

2. Steward Capital Management, Inc. (“Steward”) is a Michigan corporation with its 

principal place of business in Bloomfield Hills, Michigan.  Steward has been registered with the 

Commission as an investment adviser since June 1988.  On its Form ADV dated July 29, 2022, 

Steward reported that it had approximately $147 million in regulatory assets under management, 

including $40 million managed in pooled investment vehicles.    

 

Other Relevant Entities 

 

3. Steward Real Estate Partners Fund I, LP (“Real Estate Fund”) is a private fund 

formed as a Delaware limited partnership.  At all relevant times, an affiliate under common control 

with Steward was the general partner of the Real Estate Fund.  Steward has been the investment 

adviser to the Real Estate Fund since March 12, 2007. 

 

4. WCERS Opportunity Fund, LP (“Opportunity Fund”, collectively, with the Real 

Estate Fund, the “Funds”) is a private fund formed as a Delaware limited partnership.  At all 

relevant times, an affiliate under common control with Steward was the general partner of the 

Opportunity Fund.  Steward has been the investment adviser to the Opportunity Fund since 

September 17, 2010.   

 

                                                 
1 The findings herein are made pursuant to Respondent’s Offer and are not binding on any other person or entity in 

this or any other proceeding.  

 



 3 

Steward Failed to Distribute Required Audited Financial Statements 

 

5. The custody rule requires that registered investment advisers who have custody of 

client funds or securities implement an enumerated set of requirements to prevent the loss, misuse, 

or misappropriation of those assets.   

 

6. An investment adviser has custody of client assets if it holds, directly or indirectly, 

client funds or securities, or if it has the ability to obtain possession of those assets.  See Advisers 

Act Rule 206(4)-2(d)(2).  A related person of Steward has served as the managing member or 

general partner of the Funds at all relevant times, and has had the authority to make decisions for, 

and act on behalf of, the Funds.  Steward is therefore deemed to have custody of each Funds’ assets 

as defined in Advisers Act Rule 206(4)-2.  

 

7. An investment adviser with custody of client assets must, among other things:  

(i) ensure that a qualified custodian maintains the client assets; (ii) notify the client in writing of 

accounts opened by the adviser at a qualified custodian on the client’s behalf; (iii) have a 

reasonable basis for believing that the qualified custodian sends account statements at least 

quarterly to clients, except if the client is a limited partnership or limited liability company for 

which the adviser or a related person is a general partner or managing member, the account 

statements must be sent to each limited partner or member; and (iv) ensure that client funds and 

securities are verified by actual examination each year by an independent public accountant at a 

time chosen by the accountant without prior notice or announcement to the adviser.  See Advisers 

Act Rule 206(4)-2(a)(1)-(5).   

  

8. The custody rule provides an alternative to complying with the requirements of 

Advisers Act Rule 206(4)-2(a)(2), (3) and (4) for investment advisers to limited partnerships or 

other types of pooled investment vehicles.  The custody rule provides that an investment adviser 

“shall be deemed to have complied with” the independent verification requirement and is not 

required to satisfy the notification and accounts statements delivery requirements with respect to a 

fund if the fund is subject to audit at least annually and “distributes [the fund’s] audited financial 

statements prepared in accordance with generally accepted accounting principles to all limited 

partners . . . within 120 days of the end of [the fund’s] fiscal year” (“Audited Financials 

Alternative”).  See Advisers Act Rule 206(4)-2(b)(4).  The accountant performing the audit must 

be an independent public accountant that is registered with, and subject to regular inspection by, 

the Public Company Accounting Oversight Board (“PCAOB”).  See Advisers Act Rule 206(4)- 

2(b)(4)(ii).  An investment adviser to a limited partnership that fails to meet the requirements of the 

Audited Financials Alternative to timely distribute audited financial statements prepared in 

accordance with GAAP would need to satisfy all of the requirements of Rule 206(4)-2(a)(2)-(4) in 

order to avoid violating the custody rule.  

 

9. In 2018, 2019, 2020, and 2021, with respect to the Real Estate Fund and 

Opportunity Fund, Steward purported to rely on the Audited Financials Alternative in order to 

comply with the custody rule, but Steward failed to timely deliver the audited financials to the 

Funds’ investors in each year.  Accordingly, Steward did not satisfy the requirements of the 



 4 

Audited Financials Alternative in Rule 206(4)-2(b)(4) for the Funds.  It was therefore obligated to 

comply with Advisers Act Rule 206(4)-2(a)(2), (3) and (4), which Steward also failed to do.   

 

Steward Failed to Promptly Amend Information  

In Its Forms ADV Concerning the Private Fund Audits 

 

10. Item 7.B of Form ADV, Part 1A requires an investment adviser to state whether it 

is an adviser to any private fund.  In that case, the adviser must also complete Section 7.B.(1) of 

Form ADV, Part 1A, Schedule D.     

 

11. Section 7.B.23.(a) requires an investment adviser to disclose the following 

information for each private fund managed by the adviser:  (i) whether the private fund’s financial 

statements are subject to an annual audit (Section 7.B.23.(a)(1)); (ii) whether those financial 

statements, if annually audited, are prepared in accordance with GAAP (Section 7.B.23.(a)(2)); 

(iii) an identification of the auditing firm and whether the firm is an independent public accountant 

registered with the PCAOB that is subject to the PCAOB’s regular inspection (Section 7.B.23.(a), 

(b), (d), (e), and (f)); and (iv) whether the private fund’s audited financial statements for the most 

recently completed fiscal year have been distributed to fund investors (Section 7.B.23.(g)).           

 

12. Last, Section 7.B.23.(h) requires an investment adviser to state whether all of the 

audit reports prepared by the auditing firm for each of its advised funds, since the adviser’s last 

annual updating amendment, contained unqualified audit opinions.  In Section 7.B.23.(h), the 

private fund investment adviser must state “Yes,” “No,” or “Report Not Yet Received.”      

 

13. Section 204(a) of the Advisers Act and Rule 204-1(a) thereunder require a 

registered investment adviser to amend its Form ADV at least annually, and more frequently as 

required by the instructions to Form ADV.  In addition, the instructions to Form ADV, Part 1A, 

Schedule D, Section 7.B.23.(h) state that “If you check ‘Report Not Yet Received,’ you must 

promptly file an amendment to your Form ADV to update your response when the report is 

available.” 

 

14. In its Form ADV filings dated March 21, 2019, March 14, 2020, and March 17, 

2021, Part 1A, Schedule D, Section 7.B., paragraph 23(h), concerning the Real Estate Fund and 

Opportunity Fund, Steward stated “Report Not Yet Received” to the question, “Do all of the 

reports prepared by the auditing firm for the private fund since your last updating amendment 

contain unqualified opinions?”  Steward received audit opinions for the Funds in approximately 

November and December 2019, December 2020, and October and December 2021, respectively.  

However, Steward did not update or revise its Form ADV until its next annual updating 

amendments (approximately three to four months after receiving the audit opinions).  

 

 

 

 

 

 



 5 

Violations 

 

15. As a result of the conduct described above, Steward willfully2 violated Sections 

204(a) and 206(4) of the Advisers Act and Rules 204-1(a) and 206(4)-2 thereunder. 

 

IV. 

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

impose the sanctions agreed to in Respondent Steward’s Offer. 

 

 Accordingly, pursuant to Sections 203(e) and 203(k) of the Advisers Act, it is hereby 

ORDERED that: 

 

 A. Respondent cease and desist from committing or causing any violations and any 

future violations of Sections 204(a) and 206(4) of the Advisers Act and Rules 204-1(a) and 206(4)-2 

thereunder. 

 

B. Respondent is censured. 

 

C. Respondent shall, within 10 days of the entry of this Order, pay a civil money 

penalty in the amount of $75,000 to the Commission for transfer to the general fund of the United 

States Treasury, subject to the Securities Exchange Act of 1934 Section 21F(g)(3).  If timely 

payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717.   

 

Payment must be made in one of the following ways:   

 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;  

 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

                                                 
2 “Willfully,” for purposes of imposing relief under Section 203(e) of the Advisers Act “‘means no more than that the 

person charged with the duty knows what he is doing.’”  Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir. 2000) 

(quoting Hughes v. SEC, 174 F.2d 969, 977 (D.C. Cir. 1949)).  There is no requirement that the actor “also be aware 

that he is violating one of the Rules or Acts.”  Tager v. SEC, 344 F.2d 5, 8 (2d Cir. 1965).  The decision in The Robare 

Group, Ltd. v. SEC, which construed the term “willfully” for purposes of a differently structured statutory provision, 

does not alter that standard.  922 F.3d 468, 478-79 (D.C. Cir. 2019) (setting forth the showing required to establish that 

a person has “willfully omit[ted]” material information from a required disclosure in violation of Section 207 of the 

Advisers Act). 

http://www.sec.gov/about/offices/ofm.htm


 6 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

Steward as a Respondent in these proceedings, and the file number of these proceedings; a copy of 

the cover letter and check or money order must be sent to Kimberly L. Frederick, Assistant 

Regional Director, Denver Regional Office, Securities and Exchange Commission, 1961 Stout 

Street, Suite 1700, Denver, CO 80294.   

 

 D. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes.  To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such a 

Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting 

the Penalty Offset, notify the Commission’s counsel in this action and pay the amount of the 

Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be deemed 

an additional civil penalty and shall not be deemed to change the amount of the civil penalty 

imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” means a 

private damages action brought against Respondent by or on behalf of one or more investors based 

on substantially the same facts as alleged in the Order instituted by the Commission in this 

proceeding. 

 

 By the Commission. 

 

 

 

Vanessa A. Countryman 

       Secretary