ADMINISTRATIVE PROCEEDING BEFORE THE MARYLAND SECURITIES COMMISSIONER * * * * * * * * * * * * * ORDER TO SHOW CAUSE

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1 ADMINISTRATIVE PROCEEDING BEFORE THE MARYLAND SECURITIES COMMISSIONER IN THE MATTER OF: * Aurora Investment Management Group LLC * File No.: and * Ronald F. McDonald III, CRD # * Respondents * * * * * * * * * * * * * * ORDER TO SHOW CAUSE WHEREAS, pursuant to Section of the Maryland Securities Act, Corporations and Associations Article, Title 11, Annotated Code of Maryland (2014 Repl. Vol.) (the Act ), Aurora Investment Management Group LLC ( Aurora or Respondent Aurora ) and Ronald F. McDonald III ( McDonald or Respondent McDonald ) (collectively, the Respondents ) submitted an application to the Maryland Division of Securities (the Division ) for registration as an investment adviser and as an investment adviser representative, respectively, in this State; and WHEREAS, the Maryland Securities Commissioner (the Commissioner ) has found grounds to conclude that Respondents have engaged in acts or practices constituting violations of the investment adviser registration and antifraud provisions of the Act; and WHEREAS, the Commissioner has determined that it is in the public interest to issue this Order to Show Cause; NOW THEREFORE, pursuant to sections (a)(3) and (c), , (b), (d), (a)(1), (a)(2), (a)(5) and (a)(7) of the Act, it is hereby:

2 ORDERED, that Respondents Aurora and McDonald show cause why their applications for registration as an investment adviser and as an investment adviser representative, respectively, should not be denied; why Respondents Aurora and McDonald should not be barred permanently from engaging in the securities and investment advisory business in Maryland; and why a statutory penalty of up to $5,000 per violation should not be entered against Respondents Aurora and McDonald. I. JURISDICTION 1. The Commissioner has jurisdiction in this proceeding pursuant to section of the Act. II. RESPONDENTS 2. At all times relevant to this matter, Aurora Investment Management Group LLC was a Maryland limited liability company with a principal place of business in Easton, Maryland. Aurora was registered with the Division as an investment adviser from September 2, 2010 to December 31, 2011, at which time Aurora failed to renew its registration. In April 2014, Aurora reapplied for registration as an investment adviser, but its application has been pending since that time. Aurora is owned by McDonald. 3. At all times relevant to this matter, Ronald F. McDonald III was a resident of Easton, Maryland. McDonald is the sole principal of Aurora and, from September 2, 2010 to December 31, 2011, was registered with the Division as an investment adviser representative for Aurora. Prior to that time, from September 2003 to December 2003, McDonald was registered as a registered representative with FINRA and as a broker-dealer agent and investment adviser representative with the Division through his affiliation with Legg Mason Wood Walker, Inc.; from April 1999 to September 2003, McDonald was registered as a registered representative with FINRA and as a

3 broker-dealer agent with the Division through his affiliation with Morgan Stanley DW, Inc. and as an investment adviser representative with Morgan Stanley DW, Inc. from August 2000 to September 2003; from January 1998 to April 1999, McDonald was registered as a registered representative with FINRA and as a broker-dealer agent with the Division through her affiliation with Bank of America Investment Services, Inc.; and from August 1993 to January 1998, McDonald was registered as a registered representative with FINRA and as a broker-dealer agent with the Division through her affiliation with NationsSecurities. McDonald also was the sole owner and principal of McDonald Investment Advisors. III. STATEMENTS OF FACT 1. On April 14, 2004, McDonald filed with the Division an application to register Ron McDonald d/b/a McDonald Investment Advisors ( MIA ) as an investment adviser. 2. On July 6, 2004, the Division issued an Order to Show Cause seeking the denial of MIA s application for investment adviser registration based upon its failure to submit a full and complete application, which indicated grounds for disqualification under section (a)(1) of the Act. 3. MIA failed to respond to the Order to Show Cause and, on or about July 27, 2004, the Division issued an Order of Denial of Investment Adviser Registration ( Order of Denial ), denying MIA s application for investment adviser registration. 4. In or about September 2009, McDonald formed Aurora for purposes of providing investment management services. 5. On March 30, 2010, McDonald filed with the Division a Form ADV application to register Aurora as an investment adviser and a Form U4 application to register himself as an investment adviser representative.

4 6. An applicant for registration as an investment adviser or as an investment adviser representative is required to include in its Form ADV application or Form U4 application, respectively, information about the applicant s disciplinary history. As stated in Form ADV, the information is used by state and federal regulators to determine whether to grant [an applicant s] application for registration, to decide whether to revoke [an applicant s] registration or to place limitations on [an applicant s] activities. 7. Item 11.D(3), (4), and (5) of Form ADV Part 1A requires an applicant for investment adviser registration to disclose whether any state regulatory authority has ever found the adviser or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted; entered, within the past ten years, an order against the adviser or any advisory affiliate in connection with an investment-related activity; or ever denied, suspended, or revoked the adviser or any advisory affiliate s registration or license. 8. Item 14D(1)(c), (d) and (e) of Form U4 requires an applicant for investment adviser representative registration to disclose whether any state regulatory authority has ever found the applicant to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked or restricted; ever entered an order against the applicant in connection with an investment-related activity; or ever denied, suspended, or revoked the applicant s registration or license or otherwise, by order, prevented the applicant from associating with an investment-related business or restricted your activities. 9. In light of the Order of Denial issued against Ron McDonald d/b/a McDonald Investment Advisors, Respondents Aurora and McDonald should have answered Item 11.D(3), (4), and (5) of Form ADV Part 1A and Item 14D(1)(c), (d), and (e) of Form U4, respectively, in the affirmative.

5 10. However, in response to Item 11.D(3), (4) and (5) of Form ADV Part 1A, Aurora answered that a state regulatory authority had never found the adviser or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted; had not, within the past ten years, entered an order against the adviser or any advisory affiliate in connection with an investment-related activity; and had never denied, suspended, or revoked the adviser s or any advisory affiliate s registration or license. 11. Likewise, in response to Item 14D(1)(c), (d) and (e) of Form U4, McDonald answered that a state regulatory authority had never found the applicant to have been a cause of an investmentrelated business having its authorization to do business denied, suspended, revoked or restricted; had never entered an order against the applicant in connection with an investment-related activity; and had never denied, suspended, or revoked the applicant s registration or license or otherwise, by order, prevented the applicant from associating with an investment-related business or restricted the applicant s activities. 12. Aurora s and McDonald s applications for registration as an investment adviser and as an investment adviser representative, respectively, which inaccurately represented Respondents disciplinary history, were approved on September 2, On March 31, 2011 and October 14, 2011, Aurora filed amendments to its Form ADV, but still failed to disclose the existence of the Order of Denial issued against Ron McDonald d/b/a McDonald Investment Advisors. 14. Aurora and McDonald remained registered with the Division until December 31, 2011, when they failed to renew their investment adviser and investment adviser representative registrations, respectively, with the Division.

6 15. On April 4, 2014, using a IARD number different than the IARD number used with its previous registration, Aurora filed with the Division an application for registration as an investment adviser. An application to register McDonald as an investment adviser representative also was filed. 16. As with its previous application for registration, despite the Order of Denial issued against Ron McDonald d/b/a McDonald Investment Advisors, Aurora and McDonald answered Item 11.D(3), (4) and (5) of Form ADV Part 1A and Item 14D(1)(c), (d) and (e) of Form U4 in the negative. 17. On or about April 30, 2014, the Division sent Respondents a letter notifying them of deficiencies in their applications that required amendment before their registration applications could be approved. 18. Respondents failed to respond to the deficiency letter and a subsequent deficiency dated August 14, 2014, and failed to file the amendments necessary to cure the deficiencies in their applications. 19. Respondents also failed to respond to a subpoena duces tecum issued by the Commissioner on February 2, Respondents website, is still active and claims that Aurora offers portfolio management service: accumulating & preserving wealth, retirement plan management: investment advice, education & care, and portfolio advisory service: unbiased advice for better choices. 21. Respondents website further claims that Aurora Investment Management Group, L.L.C. ( Aurora ) is a registered investment advisor in Maryland, Virginia and the District of

7 Columbia. However, Aurora is not now registered in Maryland and, according to the Investment Adviser Registration Depository system, has never been registered as an investment adviser in Virginia or the District of Columbia. COUNTS I and II (Fraud in Connection with the Solicitation of Investment Advice and Dishonest and Unethical Business Practices - sections (a)(3) and (c)) WHEREAS, section (c) makes it unlawful, in the solicitation of or in dealings with advisory clients, for any person knowingly to make any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; and WHEREAS, section (a)(3) of the Act makes it unlawful for any person who receives, directly or indirectly, any consideration from another person for advising the other person as to the value of securities or their purchase or sale, or for acting as an investment adviser or representative under (h) and (i) of this title, whether through the issuance of analyses, reports, or otherwise, to engage in dishonest or unethical practices as the Commissioner may define by rule; and WHEREAS, COMAR B(8) considers it to be an unethical business practice and prohibits an investment adviser from misrepresenting to an advisory client or prospective client the qualifications of the investment adviser or omitting to state a material fact necessary to make the statements regarding qualifications, in light of the circumstances under which they are made, not misleading; and WHEREAS, through its website, Respondent Aurora is holding out as a registered investment advisor in Maryland, Virginia and the District of Columbia, but Aurora is not now registered in Maryland and has never been registered in Virginia or the District of Columbia; and WHEREAS, in connection with soliciting advisory services through their website,

8 Respondents are misrepresenting that Respondent Aurora is registered as an investment adviser in Maryland, Virginia, and the District of Columbia; and WHEREAS, Respondents Aurora and McDonald violated sections (a)(3) and (c) of the Act by misrepresenting Aurora s registration status; and WHEREAS, Respondents also engaged in dishonest and unethical practices in violation of section (c) of the Act by filing with the Division registration applications containing misrepresentations; and WHEREAS, Respondents violated sections (a)(3) and (c) of the Act; IT IS ORDERED that Respondents Aurora and McDonald show cause why their applications for registration as an investment adviser and investment adviser representative, respectively, with the State of Maryland should not be denied; that Respondents Aurora and McDonald each show cause why each Respondent should not be permanently barred from the investment advisory and securities business in Maryland, and that each Respondent show cause why a statutory penalty of up to $5,000 per violation should not be entered against that Respondent. COUNT III (Misleading Filing - section ) WHEREAS, section of the Act makes it unlawful for any person to make or cause to be made, in any document filed with the Commissioner or in any proceeding under this title, any statement which is, at the time and in the light of the circumstances under which it is made, false or misleading in any material respect; and WHEREAS, on July 27, 2004, based upon its failure to submit a complete application and respond to an Order to Show Cause issued by the Commissioner, an Order of Denial denying Ron McDonald d/b/a McDonald Investment Advisors s investment adviser registration application was

9 issued; and WHEREAS, on March 30, 2010 and then again on April 4, 2014, Respondents Aurora and McDonald filed with the Division applications for registration as an investment adviser and as an investment adviser representative, respectively; and WHEREAS, in response to Item 11.D(3), (4) and (5) of Respondent Aurora s Form ADV applications, Respondent Aurora falsely answered that a state regulatory authority had never found the adviser or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted; had not, within the past ten years, entered an order against the adviser or any advisory affiliate in connection with an investment-related activity; and never denied, suspended, or revoked the adviser s or any advisory affiliate s registration or license; and WHEREAS, in response to Item 14D(1)(c), (d) and (e) of Respondent McDonald s Form U4 applications, Respondent McDonald falsely answered that a state regulatory authority had never found the applicant to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked or restricted; had never entered an order against the applicant in connection with an investment-related activity; and had never denied, suspended, or revoked the applicant s registration or license or otherwise, by order, prevented the applicant from associating with an investment-related business or restricted the applicant s activities; and WHEREAS, Respondents Aurora and McDonald violated section of the Act by filing with the Division registration applications containing false and misleading statements; IT IS ORDERED that Respondents Aurora and McDonald show cause why their applications for registration as an investment adviser and investment adviser representative, respectively, with the State of Maryland should not be denied; that Respondents Aurora and

10 McDonald each show cause why each Respondent should not be permanently barred from the investment advisory and securities business in Maryland, and that each Respondent show cause why a statutory penalty of up to $5,000 per violation should not be entered against that Respondent. COUNT IV (Failure to File or to Timely File Amendments to Filings - section (d)) WHEREAS, section (d) of the Act requires a registrant to promptly file with the Commissioner a correcting amendment if the information contained in any document filed with the Commissioner is or becomes inaccurate or incomplete in any material respect; and WHEREAS, on March 31, 2011 and October 14, 2011, Respondents filed amendments to Aurora s Form ADV but failed to amend Item 11.D(1)(c), (d) and (e) of Form ADV Part 1A to disclose the Order of Denial issued against Ron McDonald d/b/a McDonald Investment Advisors; and WHEREAS, Respondents Aurora and McDonald violated section (d) of the Act by failing to amend their Form ADV to disclose the Order of Denial; IT IS ORDERED that Respondents Aurora and McDonald show cause why their applications for registration as an investment adviser and investment adviser representative, respectively, with the State of Maryland should not be denied; that Respondents Aurora and McDonald each show cause why each Respondent should not be permanently barred from the investment advisory and securities business in Maryland, and that each Respondent show cause why a statutory penalty of up to $5,000 per violation should not be entered against that Respondent. COUNT V (Unregistered Investment Adviser Activities - section ) WHEREAS, section (h) of the Act defines investment adviser to mean any person who, for compensation, engages in the business of advising others as to the value of securities or the

11 advisability of investing in, purchasing or selling securities, or who, for compensation and as part of a regular business issues or promulgates analyses or reports concerning securities; or holds out as an investment adviser in any way, including indicating by advertisement, card, or letterhead, or in any other manner indicates that the person is a financial or investment planner, counselor, consultant, or any other similar type adviser or consultant; and WHEREAS, section (i) of the Act defines investment adviser representative to mean any individual who is employed by or associated with an investment adviser and who, among other things, makes any recommendations or otherwise renders investment advice to clients, manages accounts or portfolios of clients, determines which recommendation or investment advice should be given with respect to a particular client account, or solicits on behalf of the investment adviser for the sale of investment advisory services; and WHEREAS, section (b) of the Act makes it unlawful for a person to transact business in this State as an investment adviser or investment adviser representative unless the person is registered under the Act or exempt from such registration; and WHEREAS, on their website, Respondents are holding out Aurora as a registered investment adviser who offers portfolio management service: accumulating & preserving wealth, retirement plan management: investment advice, education & care, and portfolio advisory service: unbiased advice for better choices; and WHEREAS, Respondents Aurora and McDonald were registered with the Division as an investment adviser and investment adviser representative, respectively, from September 2, 2010 to December 31, 2011, but have not been registered as investment advisers or investment adviser representatives since then; and WHEREAS, Respondents Aurora and McDonald have violated section of the Act by

12 transacting business as an unregistered investment adviser or as an investment adviser representative; IT IS ORDERED that Respondents Aurora and McDonald show cause why their applications for registration as an investment adviser and investment adviser representative, respectively, with the State of Maryland should not be denied; that Respondents Aurora and McDonald each show cause why each Respondent should not be permanently barred from the investment advisory and securities business in Maryland, and that each Respondent show cause why a statutory penalty of up to $5,000 per violation should not be entered against that Respondent. COUNT VI (Denial of Registration - section ) WHEREAS, section (a)(1) of the Act provides that the Commissioner may deny, suspend, or revoke any registration if the Commissioner finds that the order is in the public interest and that the applicant or registrant or, in the case of a broker-dealer or investment adviser, any partner, officer, or director, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling the broker-dealer or investment adviser, has filed an application for registration which, as of its effective date or as of any date after filing in the case of an order denying effectiveness, was incomplete in any material respect or contained any statement which was, in light of the circumstances under which it was made, false or misleading with respect to any material fact; and WHEREAS, on March 30, 2010 and then again on April 4, 2014, Respondents Aurora and McDonald filed with the Division applications for registration as an investment adviser and as an investment adviser representative, respectively; and WHEREAS, although required to do so, Respondents applications failed to disclose the Order of Denial issued against Ron McDonald d/b/a McDonald Investment Advisors and, thus, were

13 incomplete in a material respect; and WHEREAS, grounds exist under section (a)(1) of the Act to deny Respondents Aurora s and McDonald s investment adviser and investment adviser representative registrations, respectively; and WHEREAS, section (a)(2) of the Act provides that the Commissioner may deny, suspend, or revoke any registration if the Commissioner finds that the order is in the public interest and that the applicant or registrant or, in the case of a broker-dealer or investment adviser, any partner, officer, or director, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling the broker-dealer or investment adviser, has willfully violated or willfully failed to comply with any provisions of this title, a predecessor act, or any rule or order under this title or predecessor act; and WHEREAS, Respondents Aurora and/or McDonald willfully violated or willfully failed to comply with sections (a)(3) and (c), , (b), and (d) of the Act, as detailed in this Order, and grounds exist under (a)(2) of the Act to revoke Respondents Aurora s and McDonald s investment adviser and investment adviser representative registrations, respectively; and WHEREAS, section (a)(5) of the Act provides that the Commissioner may deny, suspend, or revoke any registration if the Commissioner finds that the order is in the public interest and that the applicant or registrant or, in the case of a broker-dealer or investment adviser, any partner, officer, or director, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling the broker-dealer or investment adviser, is the subject of an order of the Commissioner denying, suspending, or revoking registration as a broker-dealer,

14 agent, investment adviser, or investment adviser representative; and WHEREAS, Respondent McDonald is the subject of an order of the Commissioner denying his registration as an investment adviser, and grounds exist under section (a)(5) of the Act to deny his investment adviser representative registration; and WHEREAS, section (a)(7) of the Act provides that the Commissioner may deny, suspend, or revoke any registration if the Commissioner finds that the order is in the public interest and that the applicant or registrant or, in the case of a broker-dealer or investment adviser, any partner, officer, or director, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling the broker-dealer or investment adviser, has engaged in dishonest or unethical practices in the securities or investment advisory business; and WHEREAS, Respondents Aurora and McDonald engaged in dishonest and unethical practices by, among other things, filing with the Division registration applications containing misleading information; and WHEREAS, Respondents Aurora and McDonald engaged in dishonest and unethical practices, and grounds exist under section (a)(7) of the Act to deny their investment adviser and investment adviser representative registrations, respectively; and IT IS ORDERED that Respondents Aurora and McDonald show cause why their applications for registration as an investment adviser and investment adviser representative, respectively, with the State of Maryland should not be denied. REQUIREMENT OF ANSWER AND NOTICE OF OPPORTUNITY FOR HEARING IT IS FURTHER ORDERED, pursuant to section of the Act and the Code of Maryland Regulations, COMAR , that each Respondent shall file with the Commissioner

15 a written Answer to this Order within fifteen days of service of the Order. The Answer shall admit or deny each factual allegation in the Order and shall set forth affirmative defenses, if any. A Respondent without knowledge or information sufficient to form a belief as to the truth of an allegation shall so state. The Answer also shall indicate whether Respondent requests a hearing. A hearing will be scheduled in this matter if one is requested in writing. Failure by Respondent to file a written request for a hearing in this matter shall be deemed a waiver by Respondent of the right to such a hearing. Failure of each Respondent to file an Answer, including a request for a hearing, shall result in entry of a final order: (a) (b) denying Respondent Aurora s registration as an investment adviser in Maryland; denying Respondent McDonald s registration as an investment adviser representative in Maryland; (b) imposing on Respondents Aurora and McDonald a monetary penalty of up to $5,000 per violation of the Act; and (c) barring Respondents Aurora and McDonald from engaging in the securities or investment advisory business in Maryland for or on behalf of any others, or from acting as principal or consultant in any entity so engaged. SO ORDERED: May 21, 2015 Commissioner s signature On File w/original Document Melanie Senter Lubin Maryland Securities Commissioner

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