In re NATIONWIDE PLANNING

  
 
 
 
 
UNITED STATES OF AMERICA 
Before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 100908 / September 4, 2024 
 
INVESTMENT ADVISERS ACT OF 1940 
Release No. 6674 / September 4, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22056 
 
 
In the Matter of 
 
NATIONWIDE PLANNING 
ASSOCIATES, INC., 
NPA ASSET 
MANAGEMENT, LLC, and  
BLUE POINT STRATEGIC 
WEALTH MANAGEMENT, 
LLC, 
 
Respondents. 
 
 
ORDER INSTITUTING 
ADMINISTRATIVE AND CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTIONS 15(b) AND 21C OF THE 
SECURITIES EXCHANGE ACT OF 1934, 
AND SECTION 203(e) 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 deems it appropriate and in the public interest 
that public administrative and cease-and-desist proceedings be, and hereby are, instituted 
pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 (“Exchange Act”) 
and Section 203(e) of the Investment Advisers Act of 1940 (“Advisers Act”), against Nationwide 
Planning Associates, Inc. (“Nationwide”), NPA Asset Management, LLC (“NPA”), and Blue 
Point Strategic Wealth Management, LLC (“Blue Point”), collectively “Respondents”. 
 
 II. 
 
In anticipation of the institution of these proceedings, Respondents have submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 

  
 
2 
 
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, Respondents consent to the entry of this Order Instituting 
Administrative and Cease-and-Desist Proceedings Pursuant to Sections 15(b) and 21C of the 
Securities Exchange Act of 1934 and Section 203(e) 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 Respondents’ Offer, the Commission finds that: 
 
Summary 
 
1. This matter relates to Respondents’ violations of the whistleblower protections 
afforded under Exchange Act Rule 21F-17(a).  
 
2. From May 2021 through February 2024 (the “Relevant Period”), Respondents 
asked eleven brokerage customers and advisory clients (collectively referred to as “clients”) to 
sign confidentiality agreements in connection with compensatory payments authorized by 
Respondents to be made to the clients’ investment accounts.  These agreements contained 
provisions that impeded clients from reporting potential securities law violations to the 
Commission or any other federal, state, or self-regulatory securities commission or authority, 
permitting communication only where the Commission or other regulator first initiated an 
inquiry.  Some of the agreements further required the clients to represent that they had not 
reported the underlying dispute to the Commission or to another securities regulator and would 
forever refrain from such reporting.  These provisions violate Rule 21F-17(a).  
 
Respondents 
 
3. Nationwide Planning Associates, Inc. (CRD No. 31029), a New Jersey 
Corporation headquartered in Fair Lawn, New Jersey, has been registered with the Commission 
as a broker-dealer since November 18, 1992.  Nationwide Planning Associates, Inc. is held under 
common ownership with NPA Asset Management, LLC, a Commission-registered investment 
adviser, and Blue Point Strategic Wealth Management, LLC, a state-registered investment 
adviser.   
 
4. NPA Asset Management, LLC (CRD No. 131534), a New Jersey Corporation 
headquartered in Paramus, New Jersey, has been a Commission-registered investment adviser 
since February 23, 2006.  In its Form ADV dated March 28, 2024, NPA reported that it had 
approximately $882 million in regulatory assets under management. 
 

  
 
3 
 
5. Blue Point Strategic Wealth Management, LLC (CRD No. 166617), a New 
Jersey Corporation headquartered in Fair Lawn, New Jersey, has been an investment adviser 
registered in the state of New Jersey and in Puerto Rico since January 2018.  In its Form ADV 
dated March 26, 2024, Blue Point reported that it had approximately $14 million in regulatory 
assets under management.  
 
Facts 
 
  Statutory and Regulatory Framework Protecting Whistleblowers 
 
6. The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank 
Act”), enacted on July 21, 2010, amended the Exchange Act by adding Section 21F, 
“Whistleblower Incentives and Protection.”  The purpose of these provisions was to encourage 
whistleblowers to report possible securities law violations by providing, among other things, 
financial incentives and confidentiality protections.  See Implementation of the Whistleblower 
Provisions of Section 21F of the Securities Exchange Act of 1934 Adopting Release, Release No. 
34-64545, at 197 (Aug. 12, 2011).   
 
7. To fulfill this Congressional purpose, the Commission adopted Rule 21F-17, 
which provides in relevant part: 
 
(a) No person may take any action to impede an individual from 
communicating directly with the Commission staff about a possible 
securities law violation, including enforcing, or threatening to enforce, a 
confidentiality agreement ... with respect to such communications. 
 
Rule 21F-17 became effective on August 12, 2011. 
 
  Respondents’ “Agreement” and “Agreement and Release” Templates 
 
8. During the Relevant Period, Respondents asked clients to sign a total of eleven 
confidentiality agreements in connection with compensatory payments authorized to be made to 
client investment accounts on behalf of one or more of Respondents.  These payments were 
authorized to compensate for investment account losses arising from alleged breaches of federal 
or state securities laws.
 
 
 
9. The confidentiality agreements were based on either an Agreement or Agreement 
and Release template.  Both templates included provisions that impeded clients from reporting 
potential securities law violations to the Commission or another federal, state, or self-regulatory 
securities commission or authority. 
 

  
 
4 
 
10. Paragraph C of the Agreement prohibited clients from disclosing any details of 
the Agreement or the underlying dispute, or any information about the client’s investment 
accounts or relationship with Respondents, using the following language:   
 
“The Recipient represents that [she / he] shall forever keep completely 
confidential all of the above terms of this Agreement and shall direct all those in 
privity with them (including their attorneys, CPAs, etc.) to keep the same 
completely confidential.  The Recipient further represent[s] that [she / he] will 
forever refrain from any discussion, narration, or disclosure of any transaction, 
circumstance, conversation, or any other aspect of the Recipient relationship with 
any and all of the Company, with any person or entity.” (emphasis in original) 
 
11. The same paragraph contained a subsequent provision that stated: 
 
“The confidentiality and non-disclosure provision does not prohibit the Recipient 
from responding to any unsolicited inquiry (i.e., an inquiry not resulting from or 
attributable to any actions taken by Recipient or by any third party at Recipient's 
direction) about the Agreement or its underlying facts and circumstances initiated 
by any state, federal or self-regulatory commission or authority that regulates the 
business or activities of registered investment advisers or their representatives.”   
 
12. By means of the quoted provisions, Paragraph C of the Agreement expressly 
limited a client’s ability to voluntarily report potential securities law violations to the 
Commission, notwithstanding the inclusion of a limited carve-out for responding to unsolicited 
inquiries from government entities and self-regulatory organizations that oversee investment 
advisers and their employees.  Under the limited carve-out, the client signer was not permitted to 
communicate with the Commission unless the Commission initiated an unsolicited inquiry that 
must not have originated from any action by or at the direction of the client.  The terms of the 
Agreement thus created the reasonable impression that signing clients were prohibited from 
affirmatively reporting potential securities law violations to the Commission in violation of Rule 
21F-17(a), which is intended to “encourag[e] individuals to report to the Commission.”  
Securities Whistleblower Incentives and Protections Adopting Release, Release No. 34-63434 
(June 13, 2011).  
 
13. The Agreement and Release further impeded reporting to the Commission by 
including in Paragraph B an express representation that “...Releasors have not, directly or 
indirectly through any third party, reported this matter to any state, federal or self-regulatory 
securities commission or authority (see Item D. below) regarding the subject matter of this 
Agreement, and shall forever refrain from doing so...”  In requiring clients to attest that they had 
not made past reports on the matter to a securities regulator and would refrain from any future 
reporting, Paragraph B expressly contravened Rule 21F-17(a).  The inclusion of this provision 
created the reasonable impression that a client presented with the Agreement and Release would 
be prohibited from reporting potential securities law violations to a securities regulator if they 

  
 
5 
 
wished to accept the compensatory payment offered by Respondents. 
 
14. Paragraph B of the Agreement and Release referenced Item D, which appeared 
subsequently in the document and stated in relevant part: 
  
“This confidentiality and non-disclosure provision does not prohibit the Releasors 
from responding to any unsolicited inquiry (i.e., an inquiry not resulting from or 
attributable to any actions taken by Releasors or by any third party at Releasors’ 
direction) about this settlement or its underlying facts and circumstances initiated 
by any state, federal or self-regulatory commission or authority that regulates the 
business or activities or registered investment advisers or their representatives.”   
 
By including clauses prohibiting unauthorized disclosure of confidential information in their 
Agreement and Release, Respondents took action to impede signing clients from communicating 
directly with the Commission staff about possible securities law violations.  Similarly, by 
requiring clients to affirmatively certify that they had not previously nor would they ever 
voluntarily report the matter to the Commission, Respondents raised additional impediments to 
whistleblowing.  Like Paragraph C of the Agreement, Paragraph B of the Agreement and Release 
expressly limited a client’s ability to voluntarily communicate potential securities law violations 
to the Commission, notwithstanding the limited carve-out in Item D for responding to unsolicited 
inquiries from government entities.  Paragraph B, read together with Item D, created the 
reasonable impression that signing clients were prohibited from voluntarily initiating 
communication with the Commission and were permitted to engage in such communication only 
when initiated by the Commission.   
 
15. By including the clauses described above in agreements with clients, Respondents 
took action to impede signing clients from communicating directly with the Commission staff 
about possible securities law violations.  
 
Violations 
 
16. As a result of the conduct described above, Respondents willfully
1
 violated 
Exchange Act Rule 21F-17(a), which prohibits any person from taking any action to impede an 
individual from communicating directly with the Commission staff about a possible securities 
law violation. 
 
1
  “Willfully,” for purposes of imposing relief under Section 203(e) of the Advisers Act and Section 
15(b) of the Exchange 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 
 
Respondents’ Cooperation and Remedial Efforts 
 
17. In determining to accept the Offer, the Commission considered remedial acts 
promptly undertaken by Respondents and cooperation afforded the Commission staff.  After 
Commission staff informed Respondents that their Agreement and Agreement and Release 
documents included provisions that violated Rule 21F-17, Respondents ceased use of the 
violative provisions in their Agreement and Agreement and Release templates.  Respondents also 
sent communications to all clients who received the Agreement and Agreement and Release 
documents at issue stating that the clients are not prohibited from voluntarily or otherwise 
communicating directly with or providing information to any governmental or regulatory 
authority about their accounts, the agreements at issue, the underlying facts or circumstances 
from which the agreements arose, or any other disputes or concerns. 
 
18. The Commission determined that a penalty of $240,000 is appropriate in light of 
Respondents’ cooperation and remedial acts and has taken the Respondents’ relative size and 
financial condition into consideration in apportioning the penalty. 
 
IV. 
 
In view of the foregoing, the Commission deems it appropriate, in the public interest, to 
impose the sanctions agreed to in Respondents’ offer. 
 
Accordingly, pursuant to Sections 15(b) and 21C of the Exchange Act and Section 203(e) 
of the Advisers Act, it is hereby ORDERED, that: 
 
A. Respondents cease and desist from committing or causing any violations and any 
future violations of Exchange Act Rule 21F-17(a). 
B. Respondents are censured. 
 
C. Respondent NPA shall pay an individual civil monetary penalty of $160,000 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 by NPA in the 
following installments:   
 
(1) $4,000 due on September 30, 2024 
(2) $4,000 due on October 30, 2024 
(3) $4,000 due on November 30, 2024 
(4) $4,000 due on December 30, 2024 
(5) $4,000 due on January 30, 2025 
(6) $4,000 due on February 28, 2025 
(7) $27,200 due on March 30, 2025 
(8) $27,200 due on April 30, 2025 
(9) $27,200 due on May 30, 2025 

  
 
7 
 
(10) $27,200 due on June 30, 2025 
(11) $27,200 due on July 30, 2025 
 
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, NPA shall contact the staff of the Commission 
for the amount due.  If NPA 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. 
 
D. Respondent Nationwide shall pay an individual civil monetary penalty of $70,000 
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 by Nationwide in 
the following installments:   
 
(1) $4,000 due on September 30, 2024 
(2) $4,000 due on October 30, 2024 
(3) $4,000 due on November 30, 2024 
(4) $4,000 due on December 30, 2024 
(5) $4,000 due on January 30, 2025 
(6) $4,000 due on February 28, 2025 
(7) $9,200 due on March 30, 2025 
(8) $9,200 due on April 30, 2025 
(9) $9,200 due on May 30, 2025 
(10) $9,200 due on June 30, 2025 
(11) $9,200 due on July 30, 2025 
 
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, Nationwide shall contact the staff of the 
Commission for the amount due.  If Nationwide 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. 
 
E. Respondent Blue Point shall pay an individual civil monetary penalty of $10,000 
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 in full shall be made by Blue 
Point by September 30, 2024.  If timely payment is not made, additional interest shall accrue 
pursuant to 31 U.S.C. § 3717. 
 
F. Payment must be made in one of the following ways: 
 

  
 
8 
 
(1)  Respondents may transmit payment electronically to the Commission, 
which will provide detailed ACH transfer/Fedwire instructions upon 
request;  
 
(2)  Respondents 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)  Respondents 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 MacArthur Boulevard  
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying the 
Respondent’s name 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 Virginia 
Rosado Desilets, Assistant Director, Securities and Exchange Commission, Division of 
Enforcement, 100 F Street, NE, Washington, DC 20549-5010A. 
 
G. 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, none of them shall argue that it is entitled to, nor shall any Respondent benefit by, offset 
or reduction of any award of compensatory damages by the amount of any part of any 
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 they shall, within 
30 days after entry of a final order granting the Penalty Offset, notify the Commission’s counsel 
in this action and pay the amount of the Penalty Offset to the Securities and Exchange 
Commission.  Such a payment shall not be deemed an additional civil penalty and shall not be 
deemed to change the amount of the civil penalty imposed in this proceeding.  For purposes of 
this paragraph, a “Related Investor Action” means a private damages action brought against 
Respondents 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 

 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 100908 / September 4, 2024 

 

INVESTMENT ADVISERS ACT OF 1940 

Release No. 6674 / September 4, 2024 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22056 

 

 

In the Matter of 

 

NATIONWIDE PLANNING 

ASSOCIATES, INC., 

NPA ASSET 

MANAGEMENT, LLC, and  

BLUE POINT STRATEGIC 

WEALTH MANAGEMENT, 

LLC, 

 

Respondents. 

 

 

ORDER INSTITUTING 

ADMINISTRATIVE AND CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTIONS 15(b) AND 21C OF THE 

SECURITIES EXCHANGE ACT OF 1934, 

AND SECTION 203(e) 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 deems it appropriate and in the public interest 

that public administrative and cease-and-desist proceedings be, and hereby are, instituted 

pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 (“Exchange Act”) 

and Section 203(e) of the Investment Advisers Act of 1940 (“Advisers Act”), against Nationwide 

Planning Associates, Inc. (“Nationwide”), NPA Asset Management, LLC (“NPA”), and Blue 

Point Strategic Wealth Management, LLC (“Blue Point”), collectively “Respondents”. 

 

 II. 

 

In anticipation of the institution of these proceedings, Respondents have submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 



  

 

2 
 

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, Respondents consent to the entry of this Order Instituting 

Administrative and Cease-and-Desist Proceedings Pursuant to Sections 15(b) and 21C of the 

Securities Exchange Act of 1934 and Section 203(e) 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 Respondents’ Offer, the Commission finds that: 

 

Summary 

 

1. This matter relates to Respondents’ violations of the whistleblower protections 

afforded under Exchange Act Rule 21F-17(a).  

 

2. From May 2021 through February 2024 (the “Relevant Period”), Respondents 

asked eleven brokerage customers and advisory clients (collectively referred to as “clients”) to 

sign confidentiality agreements in connection with compensatory payments authorized by 

Respondents to be made to the clients’ investment accounts.  These agreements contained 

provisions that impeded clients from reporting potential securities law violations to the 

Commission or any other federal, state, or self-regulatory securities commission or authority, 

permitting communication only where the Commission or other regulator first initiated an 

inquiry.  Some of the agreements further required the clients to represent that they had not 

reported the underlying dispute to the Commission or to another securities regulator and would 

forever refrain from such reporting.  These provisions violate Rule 21F-17(a).  

 

Respondents 

 

3. Nationwide Planning Associates, Inc. (CRD No. 31029), a New Jersey 

Corporation headquartered in Fair Lawn, New Jersey, has been registered with the Commission 

as a broker-dealer since November 18, 1992.  Nationwide Planning Associates, Inc. is held under 

common ownership with NPA Asset Management, LLC, a Commission-registered investment 

adviser, and Blue Point Strategic Wealth Management, LLC, a state-registered investment 

adviser.   

 

4. NPA Asset Management, LLC (CRD No. 131534), a New Jersey Corporation 

headquartered in Paramus, New Jersey, has been a Commission-registered investment adviser 

since February 23, 2006.  In its Form ADV dated March 28, 2024, NPA reported that it had 

approximately $882 million in regulatory assets under management. 

 



  

 

3 
 

5. Blue Point Strategic Wealth Management, LLC (CRD No. 166617), a New 

Jersey Corporation headquartered in Fair Lawn, New Jersey, has been an investment adviser 

registered in the state of New Jersey and in Puerto Rico since January 2018.  In its Form ADV 

dated March 26, 2024, Blue Point reported that it had approximately $14 million in regulatory 

assets under management.  

 

Facts 

 

  Statutory and Regulatory Framework Protecting Whistleblowers 

 

6. The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank 

Act”), enacted on July 21, 2010, amended the Exchange Act by adding Section 21F, 

“Whistleblower Incentives and Protection.”  The purpose of these provisions was to encourage 

whistleblowers to report possible securities law violations by providing, among other things, 

financial incentives and confidentiality protections.  See Implementation of the Whistleblower 

Provisions of Section 21F of the Securities Exchange Act of 1934 Adopting Release, Release No. 

34-64545, at 197 (Aug. 12, 2011).   

 

7. To fulfill this Congressional purpose, the Commission adopted Rule 21F-17, 

which provides in relevant part: 

 

(a) No person may take any action to impede an individual from 

communicating directly with the Commission staff about a possible 

securities law violation, including enforcing, or threatening to enforce, a 

confidentiality agreement … with respect to such communications. 

 

Rule 21F-17 became effective on August 12, 2011. 

 

  Respondents’ “Agreement” and “Agreement and Release” Templates 

 

8. During the Relevant Period, Respondents asked clients to sign a total of eleven 

confidentiality agreements in connection with compensatory payments authorized to be made to 

client investment accounts on behalf of one or more of Respondents.  These payments were 

authorized to compensate for investment account losses arising from alleged breaches of federal 

or state securities laws.  

 

9. The confidentiality agreements were based on either an Agreement or Agreement 

and Release template.  Both templates included provisions that impeded clients from reporting 

potential securities law violations to the Commission or another federal, state, or self-regulatory 

securities commission or authority. 

 



  

 

4 
 

10. Paragraph C of the Agreement prohibited clients from disclosing any details of 

the Agreement or the underlying dispute, or any information about the client’s investment 

accounts or relationship with Respondents, using the following language:   

 

“The Recipient represents that [she / he] shall forever keep completely 

confidential all of the above terms of this Agreement and shall direct all those in 

privity with them (including their attorneys, CPAs, etc.) to keep the same 

completely confidential.  The Recipient further represent[s] that [she / he] will 

forever refrain from any discussion, narration, or disclosure of any transaction, 

circumstance, conversation, or any other aspect of the Recipient relationship with 

any and all of the Company, with any person or entity.” (emphasis in original) 

 

11. The same paragraph contained a subsequent provision that stated: 

 

“The confidentiality and non-disclosure provision does not prohibit the Recipient 

from responding to any unsolicited inquiry (i.e., an inquiry not resulting from or 

attributable to any actions taken by Recipient or by any third party at Recipient's 

direction) about the Agreement or its underlying facts and circumstances initiated 

by any state, federal or self-regulatory commission or authority that regulates the 

business or activities of registered investment advisers or their representatives.”   

 

12. By means of the quoted provisions, Paragraph C of the Agreement expressly 

limited a client’s ability to voluntarily report potential securities law violations to the 

Commission, notwithstanding the inclusion of a limited carve-out for responding to unsolicited 

inquiries from government entities and self-regulatory organizations that oversee investment 

advisers and their employees.  Under the limited carve-out, the client signer was not permitted to 

communicate with the Commission unless the Commission initiated an unsolicited inquiry that 

must not have originated from any action by or at the direction of the client.  The terms of the 

Agreement thus created the reasonable impression that signing clients were prohibited from 

affirmatively reporting potential securities law violations to the Commission in violation of Rule 

21F-17(a), which is intended to “encourag[e] individuals to report to the Commission.”  

Securities Whistleblower Incentives and Protections Adopting Release, Release No. 34-63434 

(June 13, 2011).  

 

13. The Agreement and Release further impeded reporting to the Commission by 

including in Paragraph B an express representation that “…Releasors have not, directly or 

indirectly through any third party, reported this matter to any state, federal or self-regulatory 

securities commission or authority (see Item D. below) regarding the subject matter of this 

Agreement, and shall forever refrain from doing so…”  In requiring clients to attest that they had 

not made past reports on the matter to a securities regulator and would refrain from any future 

reporting, Paragraph B expressly contravened Rule 21F-17(a).  The inclusion of this provision 

created the reasonable impression that a client presented with the Agreement and Release would 

be prohibited from reporting potential securities law violations to a securities regulator if they 



  

 

5 
 

wished to accept the compensatory payment offered by Respondents. 

 

14. Paragraph B of the Agreement and Release referenced Item D, which appeared 

subsequently in the document and stated in relevant part: 

  

“This confidentiality and non-disclosure provision does not prohibit the Releasors 

from responding to any unsolicited inquiry (i.e., an inquiry not resulting from or 

attributable to any actions taken by Releasors or by any third party at Releasors’ 

direction) about this settlement or its underlying facts and circumstances initiated 

by any state, federal or self-regulatory commission or authority that regulates the 

business or activities or registered investment advisers or their representatives.”   

 

By including clauses prohibiting unauthorized disclosure of confidential information in their 

Agreement and Release, Respondents took action to impede signing clients from communicating 

directly with the Commission staff about possible securities law violations.  Similarly, by 

requiring clients to affirmatively certify that they had not previously nor would they ever 

voluntarily report the matter to the Commission, Respondents raised additional impediments to 

whistleblowing.  Like Paragraph C of the Agreement, Paragraph B of the Agreement and Release 

expressly limited a client’s ability to voluntarily communicate potential securities law violations 

to the Commission, notwithstanding the limited carve-out in Item D for responding to unsolicited 

inquiries from government entities.  Paragraph B, read together with Item D, created the 

reasonable impression that signing clients were prohibited from voluntarily initiating 

communication with the Commission and were permitted to engage in such communication only 

when initiated by the Commission.   

 

15. By including the clauses described above in agreements with clients, Respondents 

took action to impede signing clients from communicating directly with the Commission staff 

about possible securities law violations.  

 

Violations 

 

16. As a result of the conduct described above, Respondents willfully1 violated 

Exchange Act Rule 21F-17(a), which prohibits any person from taking any action to impede an 

individual from communicating directly with the Commission staff about a possible securities 

law violation. 

 
1  “Willfully,” for purposes of imposing relief under Section 203(e) of the Advisers Act and Section 

15(b) of the Exchange 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 
 

Respondents’ Cooperation and Remedial Efforts 

 

17. In determining to accept the Offer, the Commission considered remedial acts 

promptly undertaken by Respondents and cooperation afforded the Commission staff.  After 

Commission staff informed Respondents that their Agreement and Agreement and Release 

documents included provisions that violated Rule 21F-17, Respondents ceased use of the 

violative provisions in their Agreement and Agreement and Release templates.  Respondents also 

sent communications to all clients who received the Agreement and Agreement and Release 

documents at issue stating that the clients are not prohibited from voluntarily or otherwise 

communicating directly with or providing information to any governmental or regulatory 

authority about their accounts, the agreements at issue, the underlying facts or circumstances 

from which the agreements arose, or any other disputes or concerns. 

 

18. The Commission determined that a penalty of $240,000 is appropriate in light of 

Respondents’ cooperation and remedial acts and has taken the Respondents’ relative size and 

financial condition into consideration in apportioning the penalty. 

 

IV. 

 

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

impose the sanctions agreed to in Respondents’ offer. 

 

Accordingly, pursuant to Sections 15(b) and 21C of the Exchange Act and Section 203(e) 

of the Advisers Act, it is hereby ORDERED, that: 

 

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

future violations of Exchange Act Rule 21F-17(a). 

B. Respondents are censured. 

 

C. Respondent NPA shall pay an individual civil monetary penalty of $160,000 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 by NPA in the 

following installments:   

 

(1) $4,000 due on September 30, 2024 

(2) $4,000 due on October 30, 2024 

(3) $4,000 due on November 30, 2024 

(4) $4,000 due on December 30, 2024 

(5) $4,000 due on January 30, 2025 

(6) $4,000 due on February 28, 2025 

(7) $27,200 due on March 30, 2025 

(8) $27,200 due on April 30, 2025 

(9) $27,200 due on May 30, 2025 



  

 

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(10) $27,200 due on June 30, 2025 

(11) $27,200 due on July 30, 2025 

 

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, NPA shall contact the staff of the Commission 

for the amount due.  If NPA 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. 

 

D. Respondent Nationwide shall pay an individual civil monetary penalty of $70,000 

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 by Nationwide in 

the following installments:   

 

(1) $4,000 due on September 30, 2024 

(2) $4,000 due on October 30, 2024 

(3) $4,000 due on November 30, 2024 

(4) $4,000 due on December 30, 2024 

(5) $4,000 due on January 30, 2025 

(6) $4,000 due on February 28, 2025 

(7) $9,200 due on March 30, 2025 

(8) $9,200 due on April 30, 2025 

(9) $9,200 due on May 30, 2025 

(10) $9,200 due on June 30, 2025 

(11) $9,200 due on July 30, 2025 

 

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, Nationwide shall contact the staff of the 

Commission for the amount due.  If Nationwide 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. 

 

E. Respondent Blue Point shall pay an individual civil monetary penalty of $10,000 

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 in full shall be made by Blue 

Point by September 30, 2024.  If timely payment is not made, additional interest shall accrue 

pursuant to 31 U.S.C. § 3717. 

 

F. Payment must be made in one of the following ways: 

 



  

 

8 
 

(1)  Respondents may transmit payment electronically to the Commission, 

which will provide detailed ACH transfer/Fedwire instructions upon 

request;  

 

(2)  Respondents 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)  Respondents 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 MacArthur Boulevard  

Oklahoma City, OK 73169 

 

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

Respondent’s name 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 Virginia 

Rosado Desilets, Assistant Director, Securities and Exchange Commission, Division of 

Enforcement, 100 F Street, NE, Washington, DC 20549-5010A. 

 

G. 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, none of them shall argue that it is entitled to, nor shall any Respondent benefit by, offset 

or reduction of any award of compensatory damages by the amount of any part of any 

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 they shall, within 

30 days after entry of a final order granting the Penalty Offset, notify the Commission’s counsel 

in this action and pay the amount of the Penalty Offset to the Securities and Exchange 

Commission.  Such a payment shall not be deemed an additional civil penalty and shall not be 

deemed to change the amount of the civil penalty imposed in this proceeding.  For purposes of 

this paragraph, a “Related Investor Action” means a private damages action brought against 

Respondents 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