In re GLAZER CAPITAL

 
 
 
UNITED STATES OF AMERICA 
 Before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
INVESTMENT ADVISERS ACT OF 1940 
Release No. 6720 / September 24, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22164 
 
 
In the Matter of 
 
GLAZER CAPITAL, LLC,  
 
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 Glazer Capital, LLC (“Glazer” or “Respondent”). 
 
II. 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (“Offer”) that the Commission has determined to accept. Respondent admits the facts 
set forth in Section III below, acknowledges that its conduct violated the federal securities laws, 
admits the Commission’s jurisdiction over it and the subject matter of these proceedings, and 
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.   
 
III. 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
 
                                                 
1
 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding 
on any other person or entity in this or any other proceeding.   

2 
Summary 
1. The federal securities laws impose recordkeeping requirements on registered 
investment advisers to ensure that they responsibly discharge their crucial role in our markets. 
The Commission has long said that compliance with these requirements is essential to investor 
protection and the Commission’s efforts to further its mandate of protecting investors, 
maintaining fair, orderly, and efficient markets, and facilitating capital formation.  
2. These proceedings arise out of the widespread and longstanding failure of Glazer 
personnel throughout the firm, including at senior levels, to adhere to certain of these essential 
requirements and the firm’s own policies and procedures. Using their personal devices, these 
personnel communicated both internally and externally by text messages, WhatsApp, and/or 
other unapproved written communications platforms (“off-channel communications”).  
3. From at least 2018 (the “Relevant Period”), Glazer personnel sent and received 
off-channel communications for business purposes. A subset of these business communications 
were records required to be maintained pursuant to Rule 204-2(a)(7) under the Advisers Act. At 
the time, Glazer did not maintain or preserve the substantial majority of these written 
communications. Glazer’s failures were firm-wide and involved personnel at various levels of 
authority throughout the organization, including senior management. As a result, Glazer violated 
Section 204 of the Advisers Act and Rule 204-2(a)(7) thereunder.   
4. Glazer’s supervisors, who were responsible for supervising junior personnel, 
communicated off-channel using their personal devices. In fact, senior personnel responsible for 
supervising junior personnel themselves failed to comply with Glazer’s policies and procedures 
by communicating, through non-approved methods, on their personal devices about Glazer’s 
investment adviser business. 
5.  Glazer’s widespread failure to implement its policies and procedures that prohibit 
such communications led to Glazer’s failure to reasonably supervise its personnel within the 
meaning of Section 203(e)(6) of the Advisers Act.  
6. During the Relevant Period, Glazer received and responded to Commission 
requests for documents in an unrelated investigation commencing in February 2022 (the 
“Unrelated Investigation”) that revealed the use of off-channel and unpreserved communications. 
As a result, Glazer’s recordkeeping failures likely impacted the Commission’s ability to carry out 
its regulatory functions and investigate violations of the federal securities laws.  
7. Glazer initiated a review of its compliance with its recordkeeping policies and 
promptly implemented a program of remediation.  
Respondent 
 
8. Glazer Capital, LLC is a Delaware limited liability company with its principal 
place of business in New York, New York. Since September 2006, it has been registered with the 
Commission as an investment adviser.   

3 
Recordkeeping Requirements Under the Advisers Act 
9. Section 204 of the Advisers Act authorizes the Commission to issue rules 
requiring investment advisers to make and keep for prescribed periods, and furnish copies of, 
such records as necessary or appropriate in the public interest, for the protection of investors.  
10. The Commission adopted Rule 204-2 pursuant to this authority. This rule 
specifies the manner and length of time that the records made in accordance with Commission 
rules, and certain other records made by investment advisers, must be maintained and produced 
promptly to Commission representatives.  
11. The rules adopted under Advisers Act Section 204, including Rule 204-2(a)(7), 
require that investment advisers preserve for at least five years in an easily accessible place, the 
first two years in an appropriate office of the investment adviser, originals of all communications 
received and copies of all written communications sent relating to, among other things: (a) any 
recommendation made or proposed to be made and any advice given or proposed to be given; (b) 
any receipt, disbursement, or delivery of funds or securities; (c) the placing or execution of any 
order to purchase or sell any security; or (d) predecessor performance and the performance or rate 
of return of any or all managed accounts, portfolios, or securities recommendations. 
Glazer’s Policies and Procedures 
12. Glazer maintained certain policies and procedures designed to ensure the retention 
of business-related records, including electronic communications, in compliance with the 
relevant recordkeeping provisions.  
13. Glazer prohibited its personnel from using unapproved electronic communications 
methods for business communications. Glazer’s compliance manual provided that, “[a]lternative 
electronic communication by employees . . . is not permitted, i.e. employee personal email, text 
messaging, WhatsApp, or any other third party electronic applications.” 
14. Messages sent through Glazer’s approved communications methods were 
monitored, subject to review, and archived. Messages sent through unapproved communications 
methods, such as unapproved applications on personal devices, were not monitored, subject to 
review, or archived. 
15. Glazer conducted trainings for its employees, which were designed to address the 
firm’s supervision of its personnel and adherence to Glazer’s books and recordkeeping 
requirements. Glazer’s policies and procedures and related trainings notified personnel that 
electronic communications on approved platforms were subject to surveillance by Glazer. 
16. Glazer’s personnel, including supervisors, also acknowledged during the Relevant 
Period in writing that they read, understood, and abided by Glazer’s electronic messaging policy, 
which provided that they will communicate about firm business only via Glazer email or 
Bloomberg messaging, and will report any communication outside of such pre-approved 
methods to the Chief Compliance Officer (“CCO”) for record retention purposes. 

4 
17. Glazer, however, failed to implement a system reasonably expected to determine 
whether all personnel, including supervisors, were following its electronic communications 
policies and procedures. While permitting its personnel to use approved communications 
methods for business communications, Glazer failed to implement sufficient monitoring to 
ensure that its recordkeeping and communications policies were being followed. 
Glazer’s Recordkeeping Failures  
18. During the course of the Unrelated Investigation, Commission staff requested that 
Glazer search for and produce any documents, including off-channel communications, 
responsive to its request for documents. Glazer represented that its electronic communications 
policy prohibited off-channel communications. Commission staff subsequently discovered that 
certain current Glazer personnel impermissibly used off-channel communications for business-
related purposes and some of those communications had been deleted. Commission staff also 
discovered that certain former Glazer personnel had impermissibly used off-channel 
communications for business-related purposes; some of those communications were likely 
responsive to the Commission’s document request. As a result of this discovery, Glazer undertook 
to gather and image communications from the personal devices of its personnel. 
19. Commission staff’s investigation found pervasive off-channel communications by 
Glazer personnel, including senior management. Glazer personnel whose communications were 
reviewed had sent or received off-channel communications that, whether or not responsive to the 
investigation document request, were records required to be preserved under the Advisers Act. 
These communications were sent largely amongst Glazer colleagues and occasionally to and from 
other financial industry participants.  
20. Off-channel communications included records required to be preserved under the 
Advisers Act because they related to an advisory recommendation made or proposed to be made 
or advice given or proposed to be given. For example, Glazer personnel exchanged text messages 
on an unapproved electronic platform discussing and operationalizing Glazer’s investment 
strategy with respect to certain securities and trades. 
21. Other off-channel communications were records required to be preserved under 
the Advisers Act because they related to the placing or execution of orders to purchase or sell 
securities. For example, Glazer personnel texted about the buying and selling of securities, as 
well as the making of offers and bids for securities. 

5 
Glazer’s Failure to Preserve Required Records  
Potentially Compromised and Delayed Commission Matters 
 
22. During the Relevant Period, Glazer received and responded to a Commission 
document request. By failing to maintain and preserve required records relating to its business, 
Glazer likely deprived the Commission of responsive off-channel communications. 
Glazer’s Violations and Failure to Supervise 
23. As a result of the conduct described above, Glazer willfully
2
 violated Section 204 
of the Advisers Act and Rule 204-2(a)(7) thereunder.  
24. As a result of the conduct described above, Glazer failed reasonably to supervise its 
personnel, with a view to preventing or detecting certain of its supervised persons’ aiding and 
abetting violations of Section 204 of the Advisers Act and Rule 204-2(a)(7) thereunder, within the 
meaning of Section 203(e)(6) of the Advisers Act.  
Glazer’s Efforts to Comply 
25. In determining to accept the Offer, the Commission considered remedial steps 
promptly undertaken by Glazer prior to and after being approached by Commission staff and 
cooperation afforded Commission staff. Glazer added a third-party compliance consultant to 
supplement the internal team and hired additional, internal resources with experience with 
registered investment advisers. Glazer also approved a new on-channel chat application for its 
personnel on their personal devices and enhanced the firm’s attestation processes, and Glazer’s 
third-party compliance consultant made enhancements to the ongoing monitoring Glazer 
conducts for potential non-compliance with its policies and procedures. 
IV. 
 In view of the foregoing, the Commission deems it appropriate and in the public interest 
to impose the sanctions agreed to in Respondent’s Offer. 
 
 Accordingly, pursuant to Sections 203(e) and 203(k) of the Advisers Act, it is hereby 
ORDERED that: 
 
                                                 
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.’” See 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 
A. Respondent cease and desist from committing or causing any violations and any 
future violations of Section 204 of the Advisers Act and Rule 204-2 thereunder.  
B. Respondent is censured.  
C. Respondent shall, within 14 days of the entry of this Order, pay a civil money 
penalty in the amount of $2,000,000 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.   
 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 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Glazer as the 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 Samantha Martin, Assistant Director, 
Division of Enforcement, Securities and Exchange Commission, 801 Cherry St., 19th Floor, Fort 
Worth, Texas 76102. 
 
 D. Amounts ordered to be paid as a civil money penalty pursuant to this Order shall 
be treated as a penalty paid to the government for all purposes, including 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 

7 
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. 6720 / September 24, 2024 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22164 

 

 

In the Matter of 

 

GLAZER CAPITAL, LLC,  

 

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 Glazer Capital, LLC (“Glazer” or “Respondent”). 

 

II. 

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

of Settlement (“Offer”) that the Commission has determined to accept. Respondent admits the facts 

set forth in Section III below, acknowledges that its conduct violated the federal securities laws, 

admits the Commission’s jurisdiction over it and the subject matter of these proceedings, and 

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.   

 

III. 

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

 

                                                 
1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding 

on any other person or entity in this or any other proceeding.   



2 

Summary 

1. The federal securities laws impose recordkeeping requirements on registered 

investment advisers to ensure that they responsibly discharge their crucial role in our markets. 

The Commission has long said that compliance with these requirements is essential to investor 

protection and the Commission’s efforts to further its mandate of protecting investors, 

maintaining fair, orderly, and efficient markets, and facilitating capital formation.  

2. These proceedings arise out of the widespread and longstanding failure of Glazer 

personnel throughout the firm, including at senior levels, to adhere to certain of these essential 

requirements and the firm’s own policies and procedures. Using their personal devices, these 

personnel communicated both internally and externally by text messages, WhatsApp, and/or 

other unapproved written communications platforms (“off-channel communications”).  

3. From at least 2018 (the “Relevant Period”), Glazer personnel sent and received 

off-channel communications for business purposes. A subset of these business communications 

were records required to be maintained pursuant to Rule 204-2(a)(7) under the Advisers Act. At 

the time, Glazer did not maintain or preserve the substantial majority of these written 

communications. Glazer’s failures were firm-wide and involved personnel at various levels of 

authority throughout the organization, including senior management. As a result, Glazer violated 

Section 204 of the Advisers Act and Rule 204-2(a)(7) thereunder.   

4. Glazer’s supervisors, who were responsible for supervising junior personnel, 

communicated off-channel using their personal devices. In fact, senior personnel responsible for 

supervising junior personnel themselves failed to comply with Glazer’s policies and procedures 

by communicating, through non-approved methods, on their personal devices about Glazer’s 

investment adviser business. 

5.  Glazer’s widespread failure to implement its policies and procedures that prohibit 

such communications led to Glazer’s failure to reasonably supervise its personnel within the 

meaning of Section 203(e)(6) of the Advisers Act.  

6. During the Relevant Period, Glazer received and responded to Commission 

requests for documents in an unrelated investigation commencing in February 2022 (the 

“Unrelated Investigation”) that revealed the use of off-channel and unpreserved communications. 

As a result, Glazer’s recordkeeping failures likely impacted the Commission’s ability to carry out 

its regulatory functions and investigate violations of the federal securities laws.  

7. Glazer initiated a review of its compliance with its recordkeeping policies and 

promptly implemented a program of remediation.  

Respondent 

 

8. Glazer Capital, LLC is a Delaware limited liability company with its principal 

place of business in New York, New York. Since September 2006, it has been registered with the 

Commission as an investment adviser.   



3 

Recordkeeping Requirements Under the Advisers Act 

9. Section 204 of the Advisers Act authorizes the Commission to issue rules 

requiring investment advisers to make and keep for prescribed periods, and furnish copies of, 

such records as necessary or appropriate in the public interest, for the protection of investors.  

10. The Commission adopted Rule 204-2 pursuant to this authority. This rule 

specifies the manner and length of time that the records made in accordance with Commission 

rules, and certain other records made by investment advisers, must be maintained and produced 

promptly to Commission representatives.  

11. The rules adopted under Advisers Act Section 204, including Rule 204-2(a)(7), 

require that investment advisers preserve for at least five years in an easily accessible place, the 

first two years in an appropriate office of the investment adviser, originals of all communications 

received and copies of all written communications sent relating to, among other things: (a) any 

recommendation made or proposed to be made and any advice given or proposed to be given; (b) 

any receipt, disbursement, or delivery of funds or securities; (c) the placing or execution of any 

order to purchase or sell any security; or (d) predecessor performance and the performance or rate 

of return of any or all managed accounts, portfolios, or securities recommendations. 

Glazer’s Policies and Procedures 

12. Glazer maintained certain policies and procedures designed to ensure the retention 

of business-related records, including electronic communications, in compliance with the 

relevant recordkeeping provisions.  

13. Glazer prohibited its personnel from using unapproved electronic communications 

methods for business communications. Glazer’s compliance manual provided that, “[a]lternative 

electronic communication by employees . . . is not permitted, i.e. employee personal email, text 

messaging, WhatsApp, or any other third party electronic applications.” 

14. Messages sent through Glazer’s approved communications methods were 

monitored, subject to review, and archived. Messages sent through unapproved communications 

methods, such as unapproved applications on personal devices, were not monitored, subject to 

review, or archived. 

15. Glazer conducted trainings for its employees, which were designed to address the 

firm’s supervision of its personnel and adherence to Glazer’s books and recordkeeping 

requirements. Glazer’s policies and procedures and related trainings notified personnel that 

electronic communications on approved platforms were subject to surveillance by Glazer. 

16. Glazer’s personnel, including supervisors, also acknowledged during the Relevant 

Period in writing that they read, understood, and abided by Glazer’s electronic messaging policy, 

which provided that they will communicate about firm business only via Glazer email or 

Bloomberg messaging, and will report any communication outside of such pre-approved 

methods to the Chief Compliance Officer (“CCO”) for record retention purposes. 



4 

17. Glazer, however, failed to implement a system reasonably expected to determine 

whether all personnel, including supervisors, were following its electronic communications 

policies and procedures. While permitting its personnel to use approved communications 

methods for business communications, Glazer failed to implement sufficient monitoring to 

ensure that its recordkeeping and communications policies were being followed. 

Glazer’s Recordkeeping Failures  

18. During the course of the Unrelated Investigation, Commission staff requested that 

Glazer search for and produce any documents, including off-channel communications, 

responsive to its request for documents. Glazer represented that its electronic communications 

policy prohibited off-channel communications. Commission staff subsequently discovered that 

certain current Glazer personnel impermissibly used off-channel communications for business-

related purposes and some of those communications had been deleted. Commission staff also 

discovered that certain former Glazer personnel had impermissibly used off-channel 

communications for business-related purposes; some of those communications were likely 

responsive to the Commission’s document request. As a result of this discovery, Glazer undertook 

to gather and image communications from the personal devices of its personnel. 

19. Commission staff’s investigation found pervasive off-channel communications by 

Glazer personnel, including senior management. Glazer personnel whose communications were 

reviewed had sent or received off-channel communications that, whether or not responsive to the 

investigation document request, were records required to be preserved under the Advisers Act. 

These communications were sent largely amongst Glazer colleagues and occasionally to and from 

other financial industry participants.  

20. Off-channel communications included records required to be preserved under the 

Advisers Act because they related to an advisory recommendation made or proposed to be made 

or advice given or proposed to be given. For example, Glazer personnel exchanged text messages 

on an unapproved electronic platform discussing and operationalizing Glazer’s investment 

strategy with respect to certain securities and trades. 

21. Other off-channel communications were records required to be preserved under 

the Advisers Act because they related to the placing or execution of orders to purchase or sell 

securities. For example, Glazer personnel texted about the buying and selling of securities, as 

well as the making of offers and bids for securities. 



5 

Glazer’s Failure to Preserve Required Records  

Potentially Compromised and Delayed Commission Matters 

 

22. During the Relevant Period, Glazer received and responded to a Commission 

document request. By failing to maintain and preserve required records relating to its business, 

Glazer likely deprived the Commission of responsive off-channel communications. 

Glazer’s Violations and Failure to Supervise 

23. As a result of the conduct described above, Glazer willfully2 violated Section 204 

of the Advisers Act and Rule 204-2(a)(7) thereunder.  

24. As a result of the conduct described above, Glazer failed reasonably to supervise its 

personnel, with a view to preventing or detecting certain of its supervised persons’ aiding and 

abetting violations of Section 204 of the Advisers Act and Rule 204-2(a)(7) thereunder, within the 

meaning of Section 203(e)(6) of the Advisers Act.  

Glazer’s Efforts to Comply 

25. In determining to accept the Offer, the Commission considered remedial steps 

promptly undertaken by Glazer prior to and after being approached by Commission staff and 

cooperation afforded Commission staff. Glazer added a third-party compliance consultant to 

supplement the internal team and hired additional, internal resources with experience with 

registered investment advisers. Glazer also approved a new on-channel chat application for its 

personnel on their personal devices and enhanced the firm’s attestation processes, and Glazer’s 

third-party compliance consultant made enhancements to the ongoing monitoring Glazer 

conducts for potential non-compliance with its policies and procedures. 

IV. 

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

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

 

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

ORDERED that: 

 

                                                 
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.’” See 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 

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

future violations of Section 204 of the Advisers Act and Rule 204-2 thereunder.  

B. Respondent is censured.  

C. Respondent shall, within 14 days of the entry of this Order, pay a civil money 

penalty in the amount of $2,000,000 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.   

 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 

Oklahoma City, OK 73169 

 

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

Glazer as the 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 Samantha Martin, Assistant Director, 

Division of Enforcement, Securities and Exchange Commission, 801 Cherry St., 19th Floor, Fort 

Worth, Texas 76102. 

 

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

be treated as a penalty paid to the government for all purposes, including 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 



7 

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
	I.
	II.
	III.
	Summary
	Recordkeeping Requirements Under the Advisers Act
	Glazer’s Policies and Procedures
	Glazer’s Recordkeeping Failures
	Glazer’s Violations and Failure to Supervise
	Glazer’s Efforts to Comply

	IV.