In re N.V.N.G. INVESTMENTS

UNITED STATES OF AMERICA 
 Before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
INVESTMENT ADVISERS ACT OF 1940 
Release No. 5964 / February 15, 2022 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-20765 
  
 
In the Matter of 
 
N.V.N.G. INVESTMENTS, 
INC.  
 
Respondent. 
 
ORDER INSTITUTING 
ADMINISTRATIVE AND CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTIONS 203(e) AND 203(k) OF THE 
INVESTMENT ADVISERS ACT OF 1940, 
MAKING FINDINGS, AND IMPOSING 
REMEDIAL SANCTIONS AND A 
CEASE-AND-DESIST ORDER  
   
 
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
public interest that public administrative and cease-and-desist proceedings be, and hereby are, 
instituted pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 
(“Advisers Act”) against N.V.N.G. Investments, Inc. (“NVNG” or “Respondent”).   
 
II. 
 
In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the findings  
herein, except as to the Commission’s jurisdiction over it and the subject matter of these 
proceedings, which are admitted, Respondent consents to the entry of this Order Instituting 
Administrative and Cease-and-Desist Proceedings Pursuant to Sections 203(e) and 203(k) of the 
Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions and a 
Cease-and-Desist Order (“Order”), as set forth below.   
 
III. 
  
 On the basis of this Order and Respondent’s Offer, the Commission finds that:  
 
 
 
 

 
2 
 
Summary 
 
1. This matter involves NVNG’s failure to file with the Commission and to deliver to 
retail investor clients its Form CRS.  NVNG was required to file its initial Form CRS with the 
Commission as Part 3 of its Form ADV and to begin delivering its Form CRS to prospective and 
new retail investor clients, as applicable, by June 30, 2020.  NVNG was further required to deliver 
its Form CRS to existing retail investor clients by July 30, 2020.  The firm failed to file and deliver 
Form CRS by these deadlines, not becoming compliant until in or after March 2021.  As a result, 
NVNG violated Advisers Act Section 204 and Rules 204-1 and 204-5 thereunder. 
 
Respondent 
 
2. NVNG is a Michigan corporation with its principal place of business in Kalamazoo, 
Michigan.  NVNG has been registered with the Commission as an investment adviser since April 
2018.  On its Form ADV dated March 25, 2021, NVNG reported that it had approximately 
$184,968,058 in regulatory assets under management and 42 individual clients.   
 
Facts 
 
3. On June 5, 2019, the Commission adopted Form CRS and rules creating new 
requirements—the Form CRS Filing Requirement and the Form CRS Delivery Requirement 
(collectively, the “Requirements”)—for Commission-registered investment advisers offering 
services to a retail investor.
1
  See Form CRS Relationship Summary; Amendments to Form ADV, 
Release Nos. 34-86032 & IA-5247 (June 5, 2019) (effective September 10, 2019) (“Form CRS 
Adopting Release”). 
 
4. The Form CRS Filing Requirement.  First, Rule 204-1(e) under the Advisers Act 
requires all Commission-registered investment advisers offering services to a retail investor 
(“Retail RIAs”) to amend their Form ADV by electronically filing on the Investment Adviser 
Registration Database (“IARD”) an initial Form CRS satisfying the requirements of Part 3 of Form 
ADV no later than June 30, 2020. 
 
5. The Form CRS Delivery Requirement.  Second, Rule 204-5 under the Advisers Act 
requires Retail RIAs to deliver their current Form CRS to each retail investor client.  Specifically, 
under Rule 204-5(b) under the Advisers Act, the Retail RIA must deliver: (1) to each retail investor 
client its current Form CRS before or at the time the firm enters into an investment advisory 
contract with that client; and (2) to each retail investor client who is an existing client the Retail 
RIA’s current Form CRS before or at the time the firm: 
                                                 
1
 For purposes of Form CRS, the term “retail investor” means “a natural person, or the legal 
representative of such natural person, who seeks to receive or receives services primarily for 
personal, family or household purposes.”  Rule 204-5(d)(2) under the Advisers Act. 

 
3 
 opens a new account that is different from the retail investor client’s 
existing account(s); 
 recommends that the retail investor client roll over assets from a retirement 
account into a new or existing account or investment; or 
 recommends or provides a new investment advisory service or investment 
that does not necessarily involve the opening of a new account and would 
not be held in an existing account. 
See Rule 204-5(b)(1) & (b)(2).  Rule 204-5(b)(3) also requires Retail RIAs to post their current 
Form CRS prominently on their website, if they have one, in a location and format that is easily 
accessible to retail investors.  The deadline for Retail RIAs to begin complying with the Form CRS 
Delivery Requirement was June 30, 2020 for prospective and new retail investor clients and July 
30, 2020 for the initial delivery to existing retail investor clients.  See Rule 204-5(e)(1) & (e)(2); 
Form CRS Adopting Release at 239, 242, 406-407; Form ADV, Part 3: Instructions to Form CRS, 
General Instruction 7.C (Sept. 2019). 
 
6. NVNG failed to comply with the Requirements by its regulatory deadlines, and 
began complying only after the Division of Examinations (“EXAMS”) contacted the firm 
regarding the failure to file its Form CRS.  Specifically, on February 1, 2021, EXAMS contacted 
NVNG to announce an examination relating to the firm’s failure to file Form CRS.  NVNG finally 
filed Form CRS with the Commission on March 25, 2021, and the firm did not deliver Form CRS 
to its existing retail investor clients until April 15, 2021. 
 
Violations 
 
7. As a result of the conduct described above, NVNG willfully
2
 violated Section 204 
of the Advisers Act and Rules 204-1 and 204-5 thereunder. 
 
IV. 
 In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions agreed to in Respondent NVNG’s Offer. 
 
                                                 
2
 “Willfully,” for purposes of imposing relief under Section 203(e) of the Advisers Act “‘means no 
more than that the person charged with the duty knows what he is doing.’”  Wonsover v. SEC, 205 
F.3d 408, 414 (D.C. Cir. 2000) (quoting Hughes v. SEC, 174 F.2d 969, 977 (D.C. Cir. 
1949)).  There is no requirement that the actor “also be aware that he is violating one of the Rules 
or Acts.”  Tager v. SEC, 344 F.2d 5, 8 (2d Cir. 1965).  The decision in The Robare Group, Ltd. v. 
SEC, which construed the term “willfully” for purposes of a differently structured statutory 
provision, does not alter that standard.  922 F.3d 468, 478-79 (D.C. Cir. 2019) (setting forth the 
showing required to establish that a person has “willfully omit[ted]” material information from a 
required disclosure in violation of Section 207 of the Advisers Act). 

 
4 
 Accordingly, pursuant to Sections 203(e) and 203(k) of the Advisers Act, it is hereby 
ORDERED that: 
 
 A. Respondent cease and desist from committing or causing any violations and any 
future violations of Advisers Act Section 204 and Rules 204-1 and 204-5 thereunder. 
 
B.  Respondent is censured. 
 
C.  Respondent shall, within 10 days of the entry of this Order, pay a civil money 
penalty in the amount of $15,000 to the Securities and Exchange Commission for transfer to the 
general fund of the United States Treasury, subject to Securities Exchange Act of 1934 Section 
21F(g)(3).  If timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C.  
§ 3717.   
 
Payment must be made in one of the following ways:   
 
(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
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 
NVNG 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 Assistant Director Anne C. McKinley, 
Division of Enforcement, Chicago Regional Office, Securities and Exchange Commission, 175 W. 
Jackson Boulevard, Suite 1450, Chicago, IL 60604. 
 
 D. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 
treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such a 

 
5 
Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting 
the Penalty Offset, notify the Commission’s counsel in this action and pay the amount of the 
Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be deemed 
an additional civil penalty and shall not be deemed to change the amount of the civil penalty 
imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” means a 
private damages action brought against Respondent by or on behalf of one or more investors based 
on substantially the same facts as alleged in the Order instituted by the Commission in this 
proceeding. 
 
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
       Secretary 
 

UNITED STATES OF AMERICA 

 Before the 

 SECURITIES AND EXCHANGE COMMISSION 

 

INVESTMENT ADVISERS ACT OF 1940 

Release No. 5964 / February 15, 2022 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-20765 

  

 

In the Matter of 

 

N.V.N.G. INVESTMENTS, 

INC.  

 

Respondent. 

 

ORDER INSTITUTING 

ADMINISTRATIVE AND CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTIONS 203(e) AND 203(k) OF THE 

INVESTMENT ADVISERS ACT OF 1940, 

MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS AND A 

CEASE-AND-DESIST ORDER  

   

 

I. 
 

 The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 

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

instituted pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 

(“Advisers Act”) against N.V.N.G. Investments, Inc. (“NVNG” or “Respondent”).   

 

II. 
 

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

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

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

Commission, or to which the Commission is a party, and without admitting or denying the findings  

herein, except as to the Commission’s jurisdiction over it and the subject matter of these 

proceedings, which are admitted, Respondent consents to the entry of this Order Instituting 

Administrative and Cease-and-Desist Proceedings Pursuant to Sections 203(e) and 203(k) of the 

Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions and a 

Cease-and-Desist Order (“Order”), as set forth below.   

 

III. 
  

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

 

 

 

 



 

2 

 

Summary 
 

1. This matter involves NVNG’s failure to file with the Commission and to deliver to 

retail investor clients its Form CRS.  NVNG was required to file its initial Form CRS with the 

Commission as Part 3 of its Form ADV and to begin delivering its Form CRS to prospective and 

new retail investor clients, as applicable, by June 30, 2020.  NVNG was further required to deliver 

its Form CRS to existing retail investor clients by July 30, 2020.  The firm failed to file and deliver 

Form CRS by these deadlines, not becoming compliant until in or after March 2021.  As a result, 

NVNG violated Advisers Act Section 204 and Rules 204-1 and 204-5 thereunder. 

 

Respondent 

 

2. NVNG is a Michigan corporation with its principal place of business in Kalamazoo, 

Michigan.  NVNG has been registered with the Commission as an investment adviser since April 

2018.  On its Form ADV dated March 25, 2021, NVNG reported that it had approximately 

$184,968,058 in regulatory assets under management and 42 individual clients.   

 

Facts 

 

3. On June 5, 2019, the Commission adopted Form CRS and rules creating new 

requirements—the Form CRS Filing Requirement and the Form CRS Delivery Requirement 

(collectively, the “Requirements”)—for Commission-registered investment advisers offering 

services to a retail investor.1  See Form CRS Relationship Summary; Amendments to Form ADV, 

Release Nos. 34-86032 & IA-5247 (June 5, 2019) (effective September 10, 2019) (“Form CRS 

Adopting Release”). 

 

4. The Form CRS Filing Requirement.  First, Rule 204-1(e) under the Advisers Act 

requires all Commission-registered investment advisers offering services to a retail investor 

(“Retail RIAs”) to amend their Form ADV by electronically filing on the Investment Adviser 

Registration Database (“IARD”) an initial Form CRS satisfying the requirements of Part 3 of Form 

ADV no later than June 30, 2020. 

 

5. The Form CRS Delivery Requirement.  Second, Rule 204-5 under the Advisers Act 

requires Retail RIAs to deliver their current Form CRS to each retail investor client.  Specifically, 

under Rule 204-5(b) under the Advisers Act, the Retail RIA must deliver: (1) to each retail investor 

client its current Form CRS before or at the time the firm enters into an investment advisory 

contract with that client; and (2) to each retail investor client who is an existing client the Retail 

RIA’s current Form CRS before or at the time the firm: 

                                                 
1 For purposes of Form CRS, the term “retail investor” means “a natural person, or the legal 

representative of such natural person, who seeks to receive or receives services primarily for 

personal, family or household purposes.”  Rule 204-5(d)(2) under the Advisers Act. 



 

3 

 opens a new account that is different from the retail investor client’s 

existing account(s); 

 recommends that the retail investor client roll over assets from a retirement 

account into a new or existing account or investment; or 

 recommends or provides a new investment advisory service or investment 

that does not necessarily involve the opening of a new account and would 

not be held in an existing account. 

See Rule 204-5(b)(1) & (b)(2).  Rule 204-5(b)(3) also requires Retail RIAs to post their current 

Form CRS prominently on their website, if they have one, in a location and format that is easily 

accessible to retail investors.  The deadline for Retail RIAs to begin complying with the Form CRS 

Delivery Requirement was June 30, 2020 for prospective and new retail investor clients and July 

30, 2020 for the initial delivery to existing retail investor clients.  See Rule 204-5(e)(1) & (e)(2); 

Form CRS Adopting Release at 239, 242, 406-407; Form ADV, Part 3: Instructions to Form CRS, 

General Instruction 7.C (Sept. 2019). 

 

6. NVNG failed to comply with the Requirements by its regulatory deadlines, and 

began complying only after the Division of Examinations (“EXAMS”) contacted the firm 

regarding the failure to file its Form CRS.  Specifically, on February 1, 2021, EXAMS contacted 

NVNG to announce an examination relating to the firm’s failure to file Form CRS.  NVNG finally 

filed Form CRS with the Commission on March 25, 2021, and the firm did not deliver Form CRS 

to its existing retail investor clients until April 15, 2021. 

 

Violations 

 

7. As a result of the conduct described above, NVNG willfully2 violated Section 204 

of the Advisers Act and Rules 204-1 and 204-5 thereunder. 

 

IV. 

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

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

 

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

more than that the person charged with the duty knows what he is doing.’”  Wonsover v. SEC, 205 

F.3d 408, 414 (D.C. Cir. 2000) (quoting Hughes v. SEC, 174 F.2d 969, 977 (D.C. Cir. 

1949)).  There is no requirement that the actor “also be aware that he is violating one of the Rules 

or Acts.”  Tager v. SEC, 344 F.2d 5, 8 (2d Cir. 1965).  The decision in The Robare Group, Ltd. v. 

SEC, which construed the term “willfully” for purposes of a differently structured statutory 

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

showing required to establish that a person has “willfully omit[ted]” material information from a 

required disclosure in violation of Section 207 of the Advisers Act). 



 

4 

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

ORDERED that: 

 

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

future violations of Advisers Act Section 204 and Rules 204-1 and 204-5 thereunder. 

 

B.  Respondent is censured. 

 

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

penalty in the amount of $15,000 to the Securities and Exchange Commission for transfer to the 

general fund of the United States Treasury, subject to Securities Exchange Act of 1934 Section 

21F(g)(3).  If timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C.  

§ 3717.   

 

Payment must be made in one of the following ways:   

 

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

will provide detailed ACH transfer/Fedwire instructions upon request;  

 

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

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

 

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

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

Commission and hand-delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

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 

NVNG 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 Assistant Director Anne C. McKinley, 

Division of Enforcement, Chicago Regional Office, Securities and Exchange Commission, 175 W. 

Jackson Boulevard, Suite 1450, Chicago, IL 60604. 

 

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

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

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

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

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

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

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


 

5 

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

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

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

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

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

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

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

proceeding. 

 

 

 By the Commission. 

 

 

 

Vanessa A. Countryman 

       Secretary