In re ONE OAK CAPITAL

  
 
 UNITED STATES OF AMERICA 
 Before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 102425 / February 14, 2025 
 
INVESTMENT ADVISERS ACT OF 1940 
Release No. 6855 / February 14, 2025 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22453 
 
In the Matter of 
 
ONE OAK CAPITAL 
MANAGEMENT, LLC AND 
MICHAEL DEROSA, 
 
Respondents. 
 
ORDER INSTITUTING ADMINISTRATIVE 
AND CEASE-AND-DESIST PROCEEDINGS, 
PURSUANT TO SECTION 15(b) OF THE 
SECURITIES EXCHANGE ACT OF 1934 
AND SECTIONS 203(e), 203(f), 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 One Oak Capital Management, LLC (“One Oak”); and Sections 203(f) 
and 203(k) of the Advisers Act and Section 15(b) of the Securities Exchange Act of 1934 
(“Exchange Act”) against Michael DeRosa (“DeRosa”) (together, “Respondents”).  
 
II. 
 In anticipation of the institution of these proceedings, Respondents have submitted Offers 
of Settlement (the “Offers”) 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 them and the subject matter of these 
proceedings, which are admitted, and except as provided herein in Section V for DeRosa, 
Respondents consent to the entry of this Order Instituting Administrative and Cease-and-Desist 
Proceedings, Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Sections 
203(e), 203(f), 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. 

 
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III. 
 On the basis of this Order and Respondents’ Offers, the Commission finds that: 
Summary 
1. From approximately June 2020 through October 2023 (the “Relevant Period”), One 
Oak, a registered investment adviser, and one of its investment adviser representatives, Michael 
DeRosa, failed adequately to disclose advisory fees to certain clients converting their brokerage 
accounts at an unaffiliated broker-dealer to advisory accounts at One Oak (the “Converted 
Accounts”).  As a result of these conversions, One Oak and DeRosa charged the Converted 
Accounts advisory fees based on a percentage of assets under management, rather than just 
brokerage commissions, as they were previously charged by the broker-dealer.  Because the 
Converted Accounts had relatively little trading activity before and after the conversions, the change 
in fee structure resulted in significantly increased costs for clients, even though these clients 
generally received no additional services or benefits.  One Oak and DeRosa therefore placed their 
financial interests ahead of the interests of the prospective clients in recommending the conversions.  
In addition, One Oak and DeRosa did not conduct meaningful reviews of the clients’ investment 
profiles or the characteristics of the two account types.  As a result, One Oak and DeRosa did not 
have a reasonable basis to believe that an advisory account was in their clients’ best interests, either 
at the time of conversion or thereafter.  In fact, many of the Converted Accounts were not suitable to 
be advisory accounts.   
 
2. One Oak also had compliance deficiencies related to the Converted Accounts during 
the Relevant Period.  Additionally, for many of the Converted Accounts, One Oak did not provide a 
Form ADV at the time of account opening.  As a result of this conduct, One Oak violated Advisers 
Act Sections 204, 206(2), and 206(4) and Rules 204-3 and 206(4)-7 thereunder, and DeRosa 
violated Section 206(2) of the Advisers Act.  
 
Respondents 
3. One Oak Capital Management, a New York limited liability company with its 
principal place of business in Purchase, New York, is an investment adviser.  One Oak has been 
registered with the Commission as an investment adviser since 2019 and was previously registered 
with the Commission as an investment adviser from 2014 until March 2016.  According to its Form 
ADV filed on April 16, 2024, One Oak had approximately $283 million in assets under 
management as of April 2024.  It has no disciplinary history with the Commission. 
 
4. Michael DeRosa, age 75, resides in Manalapan, New Jersey.  DeRosa joined One 
Oak in June 2020 and was registered as an investment adviser representative at One Oak from 
October 2020 December 2024.  DeRosa was previously a registered representative associated with 
a broker-dealer from 2004 to 2023, including during the Relevant Period.  DeRosa holds Series 7, 
Series 63, and Series 65 licenses.  DeRosa has no disciplinary history with the Commission. 
 

 
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Facts 
Respondents’ Failure to Disclose Advisory Fees  
5. Since at least 2020, One Oak has, among other businesses, provided investment 
advisory services through individual investment adviser representatives, such as DeRosa.  At One 
Oak, DeRosa provided investment advice to retail clients and managed their accounts on a 
discretionary basis, for which One Oak charged advisory fees.   
6. Beginning in or about June 2020, after he became associated with One Oak, DeRosa 
recommended that his customers at a separate broker-dealer, with which he was simultaneously 
employed as a registered representative, convert more than 180 brokerage accounts to advisory 
accounts at One Oak.  Most of these customers were elderly and had been long-time customers of 
DeRosa’s at the broker-dealer, which charged the customers on a commission basis. 
 
7. As investment advisers, One Oak and DeRosa had a fiduciary duty under the 
Advisers Act to disclose to their clients all material facts about the advisory relationship, including 
the fees they charge for their services and any conflicts of interest between themselves and their 
clients.  To meet their fiduciary duty, One Oak and DeRosa were required to provide their advisory 
clients with full and fair disclosure that is sufficiently specific such that clients can understand the 
conflicts of interest and have an informed basis upon which they can consent to or reject the 
conflicts. 
 
8. One Oak’s compliance policies require that the firm obtain “completed” investment 
management agreements (“IMAs”) signed by clients before providing advisory services and 
charging advisory fees.  One Oak’s standard IMA stated that clients would pay an advisory fee 
specified in the schedule attached to the IMA, which the investment adviser representative was to 
complete before providing to the client for review and signature.  One Oak’s compliance policies 
require One Oak’s chief compliance officer (“CCO”) to periodically review the fee schedules 
included with the IMAs and review client fees for accuracy.   
 
9. In violation of One Oak’s policies, DeRosa provided some clients with IMAs that 
did not attach a completed fee schedule specifying the advisory fee, and for approximately 60 other 
accounts, failed to provide an IMA at all before providing advisory services and before One Oak 
began to charge advisory fees to those accounts.   
 
10. In some instances, an assistant under DeRosa’s supervision provided clients with 
IMAs with blank fee schedules, and then filled in the fee schedule with the advisory fee after the 
clients signed the IMA.  These clients were not provided with the completed IMAs or any other 
disclosures regarding the specific advisory fee they would be charged. 
 
11. Advisers Act Rule 204-3 and One Oak’s compliance policies also require that clients 
be provided a copy of the Form ADV Part 2A (“brochure”) before or at the time of entering into an 
advisory agreement with One Oak.  Notwithstanding this policy and the requirements of Rule 204-

 
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3, One Oak failed to deliver the required brochures to certain clients of the Converted Accounts 
before or at the time of account opening in 2023.  
 
12. In violation of their fiduciary duties, the Respondents never disclosed in advance 
that the conversions from brokerage accounts to advisory accounts resulted in significantly higher 
fees for clients, and increased compensation for DeRosa, nor disclosed the resulting conflict of 
interest.  For example, the accounts converted in 2020 and 2021 incurred a more than seven-fold 
increase in fees and costs on average, and some clients paid more than ten times in advisory fees to 
One Oak as they had paid in commissions to the broker-dealer over a similar time period.  Through 
October 2023, One Oak charged those accounts approximately $268,000 in advisory fees.  DeRosa 
received in compensation approximately 75% of the advisory fees that One Oak charged to clients, 
and therefore benefitted from One Oak charging clients advisory fees that were multiple times 
higher than the commissions they had been charged at the broker-dealer.  The accounts converted in 
2023 also incurred significantly higher fees, but One Oak voluntarily refunded those fees in October 
2023 after recognizing that it had not provided these clients with IMAs.  In the course of the 
Commission staff’s investigation, One Oak subsequently refunded to clients the majority of the 
advisory fees charged during the Relevant Period. 
 
13. Despite the higher fees charged to the Converted Accounts, DeRosa did not 
significantly alter the trading activity of the accounts following the conversions to advisory 
accounts, or generally provide additional services to these accounts.  While the accounts were 
brokerage accounts at the broker-dealer, DeRosa had discretionary authority to trade in the 
accounts, and he executed relatively few trades—approximately one transaction per two months per 
account, on average.  After the conversions to advisory accounts, DeRosa did not significantly 
increase the trading activity in the Converted Accounts.  In some instances, the number of 
transactions post-conversion decreased significantly because DeRosa did not obtain the necessary 
authorizations from clients to execute options trading strategies he had previously employed at the 
broker-dealer.  Many of the Converted Accounts had few, if any, trades for more than a year after 
their conversion to advisory accounts.   
 
14. DeRosa’s monitoring of the accounts also did not change significantly as a result of 
the conversions to advisory accounts, nor did his investment strategy. 
 
Respondents’ Failure to Review Accounts for Suitability 
15. An investment adviser’s fiduciary duty includes a duty of care.  To fulfill this 
obligation, an adviser, among other things, must provide investment advice in the best interest of its 
client based on the client's objectives, and must generally provide advice and monitoring over the 
entire course of the relationship.  
 
16. Further, an investment adviser’s fiduciary duty applies to all investment advice the 
adviser provides to clients, including advice about account type.  Advice about account type 
includes advice about whether to open or invest through a certain type of account, e.g., a 
commission-based brokerage account or a fee-based advisory account.  As a general matter, an 

 
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investment adviser’s duty to monitor extends to all personalized advice it provides to the client, 
including, for example, in an ongoing relationship, an evaluation of whether a client’s account type 
continues to be in the client’s best interest. 
 
17. One Oak stated in its brochure dated March 2020 that it conducted daily and 
quarterly reviews of client accounts.  One Oak’s compliance policies provided that One Oak 
“reviews the suitability of any advisory services programs offered to the client at the time of account 
opening” and that it thereafter periodically reviews and updates its suitability determinations.  
Specifically, the CCO was responsible for ensuring that client accounts are reviewed periodically, 
with documentation of such reviews to be retained. 
 
18. Notwithstanding its fiduciary duty of care and its policies, One Oak did not 
adequately consider whether, in light of the clients’ investment profiles and the characteristics of the 
accounts at issue, its recommendation to convert their brokerage accounts to advisory accounts was 
in its clients’ best interests.  Further, One Oak’s CCO did not have access to sufficient information 
about the clients of the Converted Accounts with which to evaluate the suitability of their specific 
investments, other than the clients’ age, because DeRosa generally did not obtain information from 
clients regarding their investment objectives or risk tolerance in writing.  For at least the first four 
months after certain accounts were converted in 2020, no one at One Oak other than DeRosa was 
able to view the account activity to conduct any review whatsoever.  DeRosa also did not fulfill his 
fiduciary duty of care because he did not conduct meaningful reviews of whether the Converted 
Accounts were suitable to be advisory accounts. 
 
Violations 
19. As a result of the conduct described above, One Oak and DeRosa willfully
1
 violated 
Section 206(2) of the Advisers Act.  Section 206(2) of the Advisers Act makes its “unlawful for 
any investment adviser . . . to engage in any transaction, practice, or course of business which 
operates as a fraud or deceit upon any client or prospective client.”  Scienter is not required to 
prove violations of Sections 206(2) or 206(4) of the Advisers Act or the rules thereunder; a finding 
of negligence is sufficient.  SEC v. Steadman, 967 F.2d 636, 647, 648 n.5 (D.C. Cir. 1992); see 
also Steadman v. SEC, 603 F.2d 1126, 1134 (5th Cir. 1979), aff’d on other grounds, 450 U.S. 91 
(1981) (citing SEC v. Capital Gains Research Bureau, Inc., 375 U.S. 180, 195 (1963)). 
 
1
  “Willfully,” for purposes of imposing relief under Sections 203(e) and 203(f) 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). 
  

 
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20. As a result of the conduct described above, One Oak willfully violated Section 
206(4) of the Advisers Act and Rule 206(4)-7 thereunder.  Section 206(4) of the Advisers Act 
makes it “unlawful for any investment adviser . . . to engage in any act, practice, or course of 
business which is fraudulent, deceptive, or manipulative.”  Rule 206(4)-7 requires 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 [Advisers] Act.”   
 
21. As a result of the conduct described above, One Oak willfully violated Section 204 
of the Advisers Act and Rule 204-3 thereunder.  Rule 204-3 requires a registered investment 
adviser to, among other things, deliver to its client or prospective client a copy of the firm’s current 
brochure before or at the time the firm enters into an investment advisory contract with the client. 
 
Respondents’ Remedial Efforts 
22. In determining to accept the Offers, the Commission considered remedial acts 
undertaken by Respondents. 
 
Undertakings 
One Oak 
One Oak has undertaken the following: 
23. Notice to Advisory Clients 
a. Within thirty (30) days of entry of the Order, One Oak shall notify former 
and current clients of the Converted Accounts of the settlement terms of this Order by 
sending a copy of the Order to each affected client of a Converted Account via mail, email, 
or other such method not unacceptable to the Commission staff, together with a cover letter 
in a form not unacceptable to the Commission staff. 
 
b. Within forty (40) days of the entry of this Order, One Oak shall certify, in 
writing, compliance with the undertaking set forth above.  The certification shall identify 
the undertaking, provide written evidence of compliance in the form of a narrative, and 
be supported by exhibits sufficient to demonstrate compliance. The Commission staff 
may make reasonable requests for further evidence of compliance, and One Oak agrees to 
provide such evidence.  The certification and supporting material shall be submitted to 
Liora Sukhatme, Assistant Regional Director, New York Regional Office, Securities and 
Exchange Commission, 100 Pearl Street, Suite 20-100, New York, NY 10004-2616, or 
such other address as the Commission’s staff may provide. 
 

 
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24. Independent Compliance Consultant 
 
a. Within sixty (60) days of the entry of this Order, One Oak shall retain the 
services of an independent compliance consultant (the “Independent Consultant”) not 
unacceptable to the Commission staff.  The Independent Consultant’s compensation and 
expenses shall be borne exclusively by One Oak. 
 
b. One Oak shall provide to the Commission staff, within ninety (90) days of 
the entry of this Order, a copy of the engagement letter detailing the Independent 
Consultant’s responsibilities, which shall include the comprehensive compliance reviews as 
described below in this Order.  Within ninety (90) days of being retained, the Independent 
Consultant will review and make any recommendations regarding the adoption and 
implementation of One Oak’s policies and procedures relating to One Oak’s retail 
business, and One Oak’s training of its investment adviser representatives, in the 
following areas: 
 
i. Determining and documenting account-type suitability at account 
opening, including for advisory accounts being converted from 
brokerage accounts; 
 
ii. Conducting and documenting appropriate monitoring and reviews of 
advisory accounts for suitability, including for inactivity; and 
 
iii. Disclosure of advisory fees and potential or actual conflicts of interest at 
the time of account opening, and obtaining required consents. 
 
c. One Oak shall require that, within forty-five (45) days after the completion 
of its review, the Independent Consultant shall submit a detailed written report of its 
findings to One Oak and to the Commission Staff (the “Report”).  The Report shall 
describe in detail: (1) a description of the review performed, (2) the Independent 
Consultant’s review, findings, conclusions, and recommendations; (3) any proposals 
made by One Oak; and (4) a procedure for One Oak to adopt and implement the 
recommended changes in or improvements to its policies and procedures. 
 
d. One Oak shall adopt all recommendations contained in the Report within 
sixty (60) days of the Report; provided, however, that within thirty (30) days after the date 
of the Report, One Oak shall in writing advise the Independent Consultant and the 
Commission staff of any recommendations that One Oak considers to be unduly 
burdensome, impractical, or inappropriate. With respect to any recommendation that One 
Oak considers unduly burdensome, impractical or inappropriate, One Oak need not adopt 
that recommendation at that time but shall propose in writing an alternative policy, 
procedure or system designed to achieve the same objective or purpose. 
 

 
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e. As to any recommendation on which One Oak and the Independent 
Consultant do not agree, such parties shall attempt in good faith to reach an agreement 
within thirty (30) days after One Oak provides the alternative procedures described 
above.  In the event that One Oak and the Independent Consultant are unable to agree on 
an alternative proposal, One Oak and the Independent Consultant shall jointly confer with 
the Commission staff to resolve the matter.  In the event that, after conferring with the 
Commission staff, One Oak and the Independent Consultant are unable to agree on an 
alternative proposal, One Oak will abide by the recommendations of the Independent 
Consultant. 
 
f. Within thirty (30) days of One Oak’s adoption of all of the 
recommendations in the Report, One Oak shall certify in writing to the Independent 
Consultant and the Commission staff that it has adopted and implemented all of the 
Independent Consultant’s recommendations in the Report.  Unless otherwise directed by 
the Commission staff, all Reports, certifications and other documents required to be 
provided to the Commission staff shall be sent to Liora Sukhatme, Assistant Regional 
Director, Securities and Exchange Commission, New York Regional Office, 100 Pearl 
Street, Suite 20-100, New York, NY 10004-2616. 
 
g. As part of its work with the Independent Consultant, One Oak shall 
cooperate fully and provide the Independent Consultant with access to files, books, 
records, and personnel as are reasonably requested by the Independent Consultant for 
review.   
 
h. To ensure the independence of the Independent Consultant, One Oak: (1) 
shall not have the authority to terminate the Independent Consultant or substitute another 
independent compliance consultant for the initial Independent Consultant, without the 
prior written approval of the Commission staff; and (2) shall compensate the Independent 
Consultant and persons engaged to assist the Independent Consultant for services 
rendered pursuant to this Order at their reasonable and customary rates. 
 
i. For the period of engagement and for a period of two years from completion 
of the engagement, One Oak shall not (i) retain the Independent Consultant for any other 
professional services outside of the services described in this Order; (ii) enter into any other 
professional relationship with the Independent Consultant, including any employment, 
consultant, attorney-client, auditing or other professional relationship; or (iii) enter, without 
prior written consent of the Commission staff, into any such professional relationship with 
any of the Independent Consultant’s present or former affiliates, employers, directors, 
officers, employees, or agents acting in their capacity as such. 
 
j. The reports by the Independent Consultant will likely include confidential 
financial, proprietary, competitive business or commercial information.  Public disclosure 
of the reports could discourage cooperation, impede pending or potential government 
investigations or undermine the objectives of the reporting requirement.  For these 

 
9 
 
reasons, among others, the reports and the contents thereof are intended to remain and 
shall remain non-public, except (1) pursuant to court order, (2) as agreed to by the parties 
in writing, (3) to the extent that the Commission determines in its sole discretion that 
disclosure would be in furtherance of the Commission’s discharge of its duties and 
responsibilities, or (4) as otherwise required by law. 
 
25. One Oak shall preserve, for a period of not less than six (6) years from the entry 
of this Order, the first two (2) years in an easily accessible place, any record of compliance with 
the undertakings set forth in this Order. 
 
26. For good cause shown, the Commission staff may extend any of the procedural 
dates relating to the undertakings set forth in this Order.  Deadlines for procedural dates shall be 
counted in calendar days, except that if the last day falls on a weekend or federal holiday, the 
next business day shall be considered to be the last day. 
 
DeRosa 
27. DeRosa has undertaken to provide to the Commission, within thirty (30) days after 
the end of the nine-month suspension period described below, an affidavit that he has complied 
fully with the sanctions described in Section IV below. 
 
IV. 
 In view of the foregoing, the Commission deems it appropriate, and in the public interest to 
impose the sanctions agreed to in Respondents’ Offers. 
 
 Accordingly, pursuant to Section 15(b)(6) of the Exchange Act  and Sections 203(e), 
203(f), and 203(k) of the Advisers Act and, it is hereby ORDERED that: 
 
A. Respondent One Oak cease and desist from committing or causing any violations 
and any future violations of Sections 204, 206(2), and 206(4) of the Advisers Act 
and Rules 204-3 and 206(4)-7 promulgated thereunder. 
 
B. Respondent DeRosa cease and desist from committing or causing any violations of 
Section 206(2) of the Advisers Act. 
 
C. Respondent One Oak is censured. 
 
D. Respondent One Oak shall comply with the undertakings enumerated in Section III, 
paragraphs 23 through 25 above. 
 
E. Respondent DeRosa shall comply with the undertaking enumerated in Section III, 
paragraph 27, above. 
 

 
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F. Respondent DeRosa be, and hereby is, suspended from association with any 
investment adviser, broker, dealer, municipal securities dealer, municipal advisor, 
transfer agent, or nationally recognized statistical rating organization for a period of 
nine (9) months, effective immediately upon entry of this Order. 
 
G. One Oak shall pay a civil money penalty in the amount of $150,000 to the 
Securities and Exchange Commission for transfer to the general fund of the United 
States Treasury, subject to Exchange Act Section 21F(g)(3).  Payment shall be made 
in the following installments:  
• $37,500 within 10 days of the entry of this Order; 
• $37,500 within 120 days of the entry of this Order; 
• $37,500 within 240 days of the entry of this Order; and 
• $37,500 within 360 days of the entry of this Order. 
 
Payments shall be applied first to post-order interest, which accrues pursuant to 31 U.S.C. § 3717.  
Prior to making the final payment set forth herein, One Oak shall contact the staff of the 
Commission for the amount due. If One Oak fails to make any payment by the date agreed and/or 
in the amount agreed according to the schedule set forth above, all outstanding payments under this 
Order, including post-order interest, minus any payments made, shall become due and payable 
immediately at the discretion of the staff of the Commission without further application to the 
Commission.  
 
H. Respondent DeRosa shall, within ten (10) days of the entry of this Order, pay a civil 
money penalty in the amount of $75,000 to the Securities and Exchange 
Commission for transfer to the general fund of the United States Treasury, subject 
to Exchange Act Section 21F(g)(3).  If timely payment is not made, additional 
interest shall accrue pursuant to 31 U.S.C. § 3717. 
 
I. 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 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 

 
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Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying One 
Oak or DeRosa 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 Tejal Shah, Associate Regional 
Director, New York Regional Office, Securities and Exchange Commission, 100 Pearl Street, Suite 
20-100, New York, NY 10004.     
 
J. 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, Respondents agree that in any Related Investor 
Action, Respondents shall not argue that Respondents are entitled to, nor shall Respondents 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, Respondents agree that Respondents shall, 
within thirty (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. 
 
V. 
It is further Ordered that, solely for purposes of exceptions to discharge set forth in Section 
523 of the Bankruptcy Code, 11 U.S.C. § 523, the findings in this Order are true and admitted by 
DeRosa, and further, any debt for disgorgement, prejudgment interest, civil penalty or other 
amounts due by DeRosa under this Order or any other judgment, order, consent order, decree or 
settlement agreement entered in connection with this proceeding, is a debt for the violation by 
DeRosa of the federal securities laws or any regulation or order issued under such laws, as set forth 
in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. § 523(a)(19). 
 
 
 By the Commission. 
 
 
 
 Vanessa A. Countryman 
        Secretary 

UNITED STATES OF AMERICA 

 Before the 

 SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 102425 / February 14, 2025 

 

INVESTMENT ADVISERS ACT OF 1940 

Release No. 6855 / February 14, 2025 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22453 

 

In the Matter of 

 

ONE OAK CAPITAL 

MANAGEMENT, LLC AND 

MICHAEL DEROSA, 

 

Respondents. 

 

ORDER INSTITUTING ADMINISTRATIVE 

AND CEASE-AND-DESIST PROCEEDINGS, 

PURSUANT TO SECTION 15(b) OF THE 

SECURITIES EXCHANGE ACT OF 1934 

AND SECTIONS 203(e), 203(f), 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 One Oak Capital Management, LLC (“One Oak”); and Sections 203(f) 

and 203(k) of the Advisers Act and Section 15(b) of the Securities Exchange Act of 1934 

(“Exchange Act”) against Michael DeRosa (“DeRosa”) (together, “Respondents”).  

 

II. 

 In anticipation of the institution of these proceedings, Respondents have submitted Offers 

of Settlement (the “Offers”) 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 them and the subject matter of these 

proceedings, which are admitted, and except as provided herein in Section V for DeRosa, 

Respondents consent to the entry of this Order Instituting Administrative and Cease-and-Desist 

Proceedings, Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Sections 

203(e), 203(f), 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. 



 

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III. 

 On the basis of this Order and Respondents’ Offers, the Commission finds that: 

Summary 

1. From approximately June 2020 through October 2023 (the “Relevant Period”), One 

Oak, a registered investment adviser, and one of its investment adviser representatives, Michael 

DeRosa, failed adequately to disclose advisory fees to certain clients converting their brokerage 

accounts at an unaffiliated broker-dealer to advisory accounts at One Oak (the “Converted 

Accounts”).  As a result of these conversions, One Oak and DeRosa charged the Converted 

Accounts advisory fees based on a percentage of assets under management, rather than just 

brokerage commissions, as they were previously charged by the broker-dealer.  Because the 

Converted Accounts had relatively little trading activity before and after the conversions, the change 

in fee structure resulted in significantly increased costs for clients, even though these clients 

generally received no additional services or benefits.  One Oak and DeRosa therefore placed their 

financial interests ahead of the interests of the prospective clients in recommending the conversions.  

In addition, One Oak and DeRosa did not conduct meaningful reviews of the clients’ investment 

profiles or the characteristics of the two account types.  As a result, One Oak and DeRosa did not 

have a reasonable basis to believe that an advisory account was in their clients’ best interests, either 

at the time of conversion or thereafter.  In fact, many of the Converted Accounts were not suitable to 

be advisory accounts.   

 

2. One Oak also had compliance deficiencies related to the Converted Accounts during 

the Relevant Period.  Additionally, for many of the Converted Accounts, One Oak did not provide a 

Form ADV at the time of account opening.  As a result of this conduct, One Oak violated Advisers 

Act Sections 204, 206(2), and 206(4) and Rules 204-3 and 206(4)-7 thereunder, and DeRosa 

violated Section 206(2) of the Advisers Act.  

 

Respondents 

3. One Oak Capital Management, a New York limited liability company with its 

principal place of business in Purchase, New York, is an investment adviser.  One Oak has been 

registered with the Commission as an investment adviser since 2019 and was previously registered 

with the Commission as an investment adviser from 2014 until March 2016.  According to its Form 

ADV filed on April 16, 2024, One Oak had approximately $283 million in assets under 

management as of April 2024.  It has no disciplinary history with the Commission. 

 

4. Michael DeRosa, age 75, resides in Manalapan, New Jersey.  DeRosa joined One 

Oak in June 2020 and was registered as an investment adviser representative at One Oak from 

October 2020 December 2024.  DeRosa was previously a registered representative associated with 

a broker-dealer from 2004 to 2023, including during the Relevant Period.  DeRosa holds Series 7, 

Series 63, and Series 65 licenses.  DeRosa has no disciplinary history with the Commission. 

 



 

3 

 

Facts 

Respondents’ Failure to Disclose Advisory Fees  

5. Since at least 2020, One Oak has, among other businesses, provided investment 

advisory services through individual investment adviser representatives, such as DeRosa.  At One 

Oak, DeRosa provided investment advice to retail clients and managed their accounts on a 

discretionary basis, for which One Oak charged advisory fees.   

6. Beginning in or about June 2020, after he became associated with One Oak, DeRosa 

recommended that his customers at a separate broker-dealer, with which he was simultaneously 

employed as a registered representative, convert more than 180 brokerage accounts to advisory 

accounts at One Oak.  Most of these customers were elderly and had been long-time customers of 

DeRosa’s at the broker-dealer, which charged the customers on a commission basis. 

 

7. As investment advisers, One Oak and DeRosa had a fiduciary duty under the 

Advisers Act to disclose to their clients all material facts about the advisory relationship, including 

the fees they charge for their services and any conflicts of interest between themselves and their 

clients.  To meet their fiduciary duty, One Oak and DeRosa were required to provide their advisory 

clients with full and fair disclosure that is sufficiently specific such that clients can understand the 

conflicts of interest and have an informed basis upon which they can consent to or reject the 

conflicts. 

 

8. One Oak’s compliance policies require that the firm obtain “completed” investment 

management agreements (“IMAs”) signed by clients before providing advisory services and 

charging advisory fees.  One Oak’s standard IMA stated that clients would pay an advisory fee 

specified in the schedule attached to the IMA, which the investment adviser representative was to 

complete before providing to the client for review and signature.  One Oak’s compliance policies 

require One Oak’s chief compliance officer (“CCO”) to periodically review the fee schedules 

included with the IMAs and review client fees for accuracy.   

 

9. In violation of One Oak’s policies, DeRosa provided some clients with IMAs that 

did not attach a completed fee schedule specifying the advisory fee, and for approximately 60 other 

accounts, failed to provide an IMA at all before providing advisory services and before One Oak 

began to charge advisory fees to those accounts.   

 

10. In some instances, an assistant under DeRosa’s supervision provided clients with 

IMAs with blank fee schedules, and then filled in the fee schedule with the advisory fee after the 

clients signed the IMA.  These clients were not provided with the completed IMAs or any other 

disclosures regarding the specific advisory fee they would be charged. 

 

11. Advisers Act Rule 204-3 and One Oak’s compliance policies also require that clients 

be provided a copy of the Form ADV Part 2A (“brochure”) before or at the time of entering into an 

advisory agreement with One Oak.  Notwithstanding this policy and the requirements of Rule 204-



 

4 

 

3, One Oak failed to deliver the required brochures to certain clients of the Converted Accounts 

before or at the time of account opening in 2023.  

 

12. In violation of their fiduciary duties, the Respondents never disclosed in advance 

that the conversions from brokerage accounts to advisory accounts resulted in significantly higher 

fees for clients, and increased compensation for DeRosa, nor disclosed the resulting conflict of 

interest.  For example, the accounts converted in 2020 and 2021 incurred a more than seven-fold 

increase in fees and costs on average, and some clients paid more than ten times in advisory fees to 

One Oak as they had paid in commissions to the broker-dealer over a similar time period.  Through 

October 2023, One Oak charged those accounts approximately $268,000 in advisory fees.  DeRosa 

received in compensation approximately 75% of the advisory fees that One Oak charged to clients, 

and therefore benefitted from One Oak charging clients advisory fees that were multiple times 

higher than the commissions they had been charged at the broker-dealer.  The accounts converted in 

2023 also incurred significantly higher fees, but One Oak voluntarily refunded those fees in October 

2023 after recognizing that it had not provided these clients with IMAs.  In the course of the 

Commission staff’s investigation, One Oak subsequently refunded to clients the majority of the 

advisory fees charged during the Relevant Period. 

 

13. Despite the higher fees charged to the Converted Accounts, DeRosa did not 

significantly alter the trading activity of the accounts following the conversions to advisory 

accounts, or generally provide additional services to these accounts.  While the accounts were 

brokerage accounts at the broker-dealer, DeRosa had discretionary authority to trade in the 

accounts, and he executed relatively few trades—approximately one transaction per two months per 

account, on average.  After the conversions to advisory accounts, DeRosa did not significantly 

increase the trading activity in the Converted Accounts.  In some instances, the number of 

transactions post-conversion decreased significantly because DeRosa did not obtain the necessary 

authorizations from clients to execute options trading strategies he had previously employed at the 

broker-dealer.  Many of the Converted Accounts had few, if any, trades for more than a year after 

their conversion to advisory accounts.   

 

14. DeRosa’s monitoring of the accounts also did not change significantly as a result of 

the conversions to advisory accounts, nor did his investment strategy. 

 

Respondents’ Failure to Review Accounts for Suitability 

15. An investment adviser’s fiduciary duty includes a duty of care.  To fulfill this 

obligation, an adviser, among other things, must provide investment advice in the best interest of its 

client based on the client's objectives, and must generally provide advice and monitoring over the 

entire course of the relationship.  

 

16. Further, an investment adviser’s fiduciary duty applies to all investment advice the 

adviser provides to clients, including advice about account type.  Advice about account type 

includes advice about whether to open or invest through a certain type of account, e.g., a 

commission-based brokerage account or a fee-based advisory account.  As a general matter, an 



 

5 

 

investment adviser’s duty to monitor extends to all personalized advice it provides to the client, 

including, for example, in an ongoing relationship, an evaluation of whether a client’s account type 

continues to be in the client’s best interest. 

 

17. One Oak stated in its brochure dated March 2020 that it conducted daily and 

quarterly reviews of client accounts.  One Oak’s compliance policies provided that One Oak 

“reviews the suitability of any advisory services programs offered to the client at the time of account 

opening” and that it thereafter periodically reviews and updates its suitability determinations.  

Specifically, the CCO was responsible for ensuring that client accounts are reviewed periodically, 

with documentation of such reviews to be retained. 

 

18. Notwithstanding its fiduciary duty of care and its policies, One Oak did not 

adequately consider whether, in light of the clients’ investment profiles and the characteristics of the 

accounts at issue, its recommendation to convert their brokerage accounts to advisory accounts was 

in its clients’ best interests.  Further, One Oak’s CCO did not have access to sufficient information 

about the clients of the Converted Accounts with which to evaluate the suitability of their specific 

investments, other than the clients’ age, because DeRosa generally did not obtain information from 

clients regarding their investment objectives or risk tolerance in writing.  For at least the first four 

months after certain accounts were converted in 2020, no one at One Oak other than DeRosa was 

able to view the account activity to conduct any review whatsoever.  DeRosa also did not fulfill his 

fiduciary duty of care because he did not conduct meaningful reviews of whether the Converted 

Accounts were suitable to be advisory accounts. 

 

Violations 

19. As a result of the conduct described above, One Oak and DeRosa willfully1 violated 

Section 206(2) of the Advisers Act.  Section 206(2) of the Advisers Act makes its “unlawful for 

any investment adviser . . . to engage in any transaction, practice, or course of business which 

operates as a fraud or deceit upon any client or prospective client.”  Scienter is not required to 

prove violations of Sections 206(2) or 206(4) of the Advisers Act or the rules thereunder; a finding 

of negligence is sufficient.  SEC v. Steadman, 967 F.2d 636, 647, 648 n.5 (D.C. Cir. 1992); see 

also Steadman v. SEC, 603 F.2d 1126, 1134 (5th Cir. 1979), aff’d on other grounds, 450 U.S. 91 

(1981) (citing SEC v. Capital Gains Research Bureau, Inc., 375 U.S. 180, 195 (1963)). 

 
1  “Willfully,” for purposes of imposing relief under Sections 203(e) and 203(f) 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 

 

20. As a result of the conduct described above, One Oak willfully violated Section 

206(4) of the Advisers Act and Rule 206(4)-7 thereunder.  Section 206(4) of the Advisers Act 

makes it “unlawful for any investment adviser . . . to engage in any act, practice, or course of 

business which is fraudulent, deceptive, or manipulative.”  Rule 206(4)-7 requires 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 [Advisers] Act.”   

 

21. As a result of the conduct described above, One Oak willfully violated Section 204 

of the Advisers Act and Rule 204-3 thereunder.  Rule 204-3 requires a registered investment 

adviser to, among other things, deliver to its client or prospective client a copy of the firm’s current 

brochure before or at the time the firm enters into an investment advisory contract with the client. 

 

Respondents’ Remedial Efforts 

22. In determining to accept the Offers, the Commission considered remedial acts 

undertaken by Respondents. 

 

Undertakings 

One Oak 

One Oak has undertaken the following: 

23. Notice to Advisory Clients 

a. Within thirty (30) days of entry of the Order, One Oak shall notify former 

and current clients of the Converted Accounts of the settlement terms of this Order by 

sending a copy of the Order to each affected client of a Converted Account via mail, email, 

or other such method not unacceptable to the Commission staff, together with a cover letter 

in a form not unacceptable to the Commission staff. 

 

b. Within forty (40) days of the entry of this Order, One Oak shall certify, in 

writing, compliance with the undertaking set forth above.  The certification shall identify 

the undertaking, provide written evidence of compliance in the form of a narrative, and 

be supported by exhibits sufficient to demonstrate compliance. The Commission staff 

may make reasonable requests for further evidence of compliance, and One Oak agrees to 

provide such evidence.  The certification and supporting material shall be submitted to 

Liora Sukhatme, Assistant Regional Director, New York Regional Office, Securities and 

Exchange Commission, 100 Pearl Street, Suite 20-100, New York, NY 10004-2616, or 

such other address as the Commission’s staff may provide. 

 



 

7 

 

24. Independent Compliance Consultant 

 

a. Within sixty (60) days of the entry of this Order, One Oak shall retain the 

services of an independent compliance consultant (the “Independent Consultant”) not 

unacceptable to the Commission staff.  The Independent Consultant’s compensation and 

expenses shall be borne exclusively by One Oak. 

 

b. One Oak shall provide to the Commission staff, within ninety (90) days of 

the entry of this Order, a copy of the engagement letter detailing the Independent 

Consultant’s responsibilities, which shall include the comprehensive compliance reviews as 

described below in this Order.  Within ninety (90) days of being retained, the Independent 

Consultant will review and make any recommendations regarding the adoption and 

implementation of One Oak’s policies and procedures relating to One Oak’s retail 

business, and One Oak’s training of its investment adviser representatives, in the 

following areas: 

 

i. Determining and documenting account-type suitability at account 

opening, including for advisory accounts being converted from 

brokerage accounts; 

 

ii. Conducting and documenting appropriate monitoring and reviews of 

advisory accounts for suitability, including for inactivity; and 

 

iii. Disclosure of advisory fees and potential or actual conflicts of interest at 

the time of account opening, and obtaining required consents. 

 

c. One Oak shall require that, within forty-five (45) days after the completion 

of its review, the Independent Consultant shall submit a detailed written report of its 

findings to One Oak and to the Commission Staff (the “Report”).  The Report shall 

describe in detail: (1) a description of the review performed, (2) the Independent 

Consultant’s review, findings, conclusions, and recommendations; (3) any proposals 

made by One Oak; and (4) a procedure for One Oak to adopt and implement the 

recommended changes in or improvements to its policies and procedures. 

 

d. One Oak shall adopt all recommendations contained in the Report within 

sixty (60) days of the Report; provided, however, that within thirty (30) days after the date 

of the Report, One Oak shall in writing advise the Independent Consultant and the 

Commission staff of any recommendations that One Oak considers to be unduly 

burdensome, impractical, or inappropriate. With respect to any recommendation that One 

Oak considers unduly burdensome, impractical or inappropriate, One Oak need not adopt 

that recommendation at that time but shall propose in writing an alternative policy, 

procedure or system designed to achieve the same objective or purpose. 

 



 

8 

 

e. As to any recommendation on which One Oak and the Independent 

Consultant do not agree, such parties shall attempt in good faith to reach an agreement 

within thirty (30) days after One Oak provides the alternative procedures described 

above.  In the event that One Oak and the Independent Consultant are unable to agree on 

an alternative proposal, One Oak and the Independent Consultant shall jointly confer with 

the Commission staff to resolve the matter.  In the event that, after conferring with the 

Commission staff, One Oak and the Independent Consultant are unable to agree on an 

alternative proposal, One Oak will abide by the recommendations of the Independent 

Consultant. 

 

f. Within thirty (30) days of One Oak’s adoption of all of the 

recommendations in the Report, One Oak shall certify in writing to the Independent 

Consultant and the Commission staff that it has adopted and implemented all of the 

Independent Consultant’s recommendations in the Report.  Unless otherwise directed by 

the Commission staff, all Reports, certifications and other documents required to be 

provided to the Commission staff shall be sent to Liora Sukhatme, Assistant Regional 

Director, Securities and Exchange Commission, New York Regional Office, 100 Pearl 

Street, Suite 20-100, New York, NY 10004-2616. 

 

g. As part of its work with the Independent Consultant, One Oak shall 

cooperate fully and provide the Independent Consultant with access to files, books, 

records, and personnel as are reasonably requested by the Independent Consultant for 

review.   

 

h. To ensure the independence of the Independent Consultant, One Oak: (1) 

shall not have the authority to terminate the Independent Consultant or substitute another 

independent compliance consultant for the initial Independent Consultant, without the 

prior written approval of the Commission staff; and (2) shall compensate the Independent 

Consultant and persons engaged to assist the Independent Consultant for services 

rendered pursuant to this Order at their reasonable and customary rates. 

 

i. For the period of engagement and for a period of two years from completion 

of the engagement, One Oak shall not (i) retain the Independent Consultant for any other 

professional services outside of the services described in this Order; (ii) enter into any other 

professional relationship with the Independent Consultant, including any employment, 

consultant, attorney-client, auditing or other professional relationship; or (iii) enter, without 

prior written consent of the Commission staff, into any such professional relationship with 

any of the Independent Consultant’s present or former affiliates, employers, directors, 

officers, employees, or agents acting in their capacity as such. 

 

j. The reports by the Independent Consultant will likely include confidential 

financial, proprietary, competitive business or commercial information.  Public disclosure 

of the reports could discourage cooperation, impede pending or potential government 

investigations or undermine the objectives of the reporting requirement.  For these 



 

9 

 

reasons, among others, the reports and the contents thereof are intended to remain and 

shall remain non-public, except (1) pursuant to court order, (2) as agreed to by the parties 

in writing, (3) to the extent that the Commission determines in its sole discretion that 

disclosure would be in furtherance of the Commission’s discharge of its duties and 

responsibilities, or (4) as otherwise required by law. 

 

25. One Oak shall preserve, for a period of not less than six (6) years from the entry 

of this Order, the first two (2) years in an easily accessible place, any record of compliance with 

the undertakings set forth in this Order. 

 

26. For good cause shown, the Commission staff may extend any of the procedural 

dates relating to the undertakings set forth in this Order.  Deadlines for procedural dates shall be 

counted in calendar days, except that if the last day falls on a weekend or federal holiday, the 

next business day shall be considered to be the last day. 

 

DeRosa 

27. DeRosa has undertaken to provide to the Commission, within thirty (30) days after 

the end of the nine-month suspension period described below, an affidavit that he has complied 

fully with the sanctions described in Section IV below. 

 

IV. 

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

impose the sanctions agreed to in Respondents’ Offers. 

 

 Accordingly, pursuant to Section 15(b)(6) of the Exchange Act  and Sections 203(e), 

203(f), and 203(k) of the Advisers Act and, it is hereby ORDERED that: 

 

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

and any future violations of Sections 204, 206(2), and 206(4) of the Advisers Act 

and Rules 204-3 and 206(4)-7 promulgated thereunder. 

 

B. Respondent DeRosa cease and desist from committing or causing any violations of 

Section 206(2) of the Advisers Act. 

 

C. Respondent One Oak is censured. 

 

D. Respondent One Oak shall comply with the undertakings enumerated in Section III, 

paragraphs 23 through 25 above. 

 

E. Respondent DeRosa shall comply with the undertaking enumerated in Section III, 

paragraph 27, above. 

 



 

10 

 

F. Respondent DeRosa be, and hereby is, suspended from association with any 

investment adviser, broker, dealer, municipal securities dealer, municipal advisor, 

transfer agent, or nationally recognized statistical rating organization for a period of 

nine (9) months, effective immediately upon entry of this Order. 

 

G. One Oak shall pay a civil money penalty in the amount of $150,000 to the 

Securities and Exchange Commission for transfer to the general fund of the United 

States Treasury, subject to Exchange Act Section 21F(g)(3).  Payment shall be made 

in the following installments:  

• $37,500 within 10 days of the entry of this Order; 

• $37,500 within 120 days of the entry of this Order; 

• $37,500 within 240 days of the entry of this Order; and 

• $37,500 within 360 days of the entry of this Order. 
 

Payments shall be applied first to post-order interest, which accrues pursuant to 31 U.S.C. § 3717.  

Prior to making the final payment set forth herein, One Oak shall contact the staff of the 

Commission for the amount due. If One Oak fails to make any payment by the date agreed and/or 

in the amount agreed according to the schedule set forth above, all outstanding payments under this 

Order, including post-order interest, minus any payments made, shall become due and payable 

immediately at the discretion of the staff of the Commission without further application to the 

Commission.  

 

H. Respondent DeRosa shall, within ten (10) days of the entry of this Order, pay a civil 

money penalty in the amount of $75,000 to the Securities and Exchange 

Commission for transfer to the general fund of the United States Treasury, subject 

to Exchange Act Section 21F(g)(3).  If timely payment is not made, additional 

interest shall accrue pursuant to 31 U.S.C. § 3717. 

 

I. 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 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

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


 

11 

 

Oklahoma City, OK 73169 

 

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

Oak or DeRosa 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 Tejal Shah, Associate Regional 

Director, New York Regional Office, Securities and Exchange Commission, 100 Pearl Street, Suite 

20-100, New York, NY 10004.     

 

J. 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, Respondents agree that in any Related Investor 

Action, Respondents shall not argue that Respondents are entitled to, nor shall Respondents 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, Respondents agree that Respondents shall, 

within thirty (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. 

 

V. 

It is further Ordered that, solely for purposes of exceptions to discharge set forth in Section 

523 of the Bankruptcy Code, 11 U.S.C. § 523, the findings in this Order are true and admitted by 

DeRosa, and further, any debt for disgorgement, prejudgment interest, civil penalty or other 

amounts due by DeRosa under this Order or any other judgment, order, consent order, decree or 

settlement agreement entered in connection with this proceeding, is a debt for the violation by 

DeRosa of the federal securities laws or any regulation or order issued under such laws, as set forth 

in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. § 523(a)(19). 

 

 

 By the Commission. 

 

 

 

 Vanessa A. Countryman 

        Secretary