SECURITIES AND EXCHANGE COMMISSION

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Washington, D.C.

INVESTMENT ADVISERS ACT OF 1940

Release No. 7015 / September 21, 2026

Admin. Proc. File No. 3-19826

In the Matter of

LOUIS NAVELLIER and

NAVELLIER & ASSOCIATES, INC.

OPINION OF THE COMMISSION

INVESTMENT ADVISER PROCEEDING

Grounds for Remedial Action

Injunction

Respondents were permanently enjoined from violating antifraud provisions of the

Investment Advisers Act of 1940. Held, it is in the public interest to bar the individual

respondent from association with any investment adviser, broker, dealer, municipal

securities dealer, municipal advisor, transfer agent, or nationally recognized statistical

rating organization, and to revoke the registration of the corporate respondent.

APPEARANCES:

Samuel Kornhauser, for Louis Navellier and Navellier & Associates, Inc.

Marc J. Jones and William J. Donahue, for the Division of Enforcement.

On June 12, 2020, the Securities and Exchange Commission instituted administrative

proceedings against Louis Navellier and Navellier & Associates, Inc. (“NAI” and, collectively,

“Respondents”), under Section 203 of the Investment Advisers Act of 1940. 1 The Division of

Enforcement now moves for summary disposition and the imposition of sanctions. Respondents

oppose the Division’s motion. Based on our review of the filings, we grant the Division’s

motion, bar Navellier from associating in the securities industry, and revoke NAI’s registration

as an investment adviser.

Background

NAI, which Navellier founded, has been registered with the Commission as an

investment adviser since October 1987. 2 Between at least 2009 and 2013—which includes the

relevant time here—Navellier was NAI’s Chief Executive Officer and Chief Investment Officer;

owned at least 75% of NAI; and “controlled all aspects” of the firm. 3

In August 2017, the Commission filed a complaint in federal district court alleging that

Navellier and NAI violated Advisers Act Section 206—and their fiduciary duties as investment

advisers—by misleading clients and prospective clients about the performance record of the

investment strategy underlying NAI’s “Vireo AlphaSector” branded products. In particular, the

complaint alleged that NAI had distributed marketing materials for the Vireo AlphaSector

products that falsely stated that the “AlphaSector” strategy they employed had been traded, and

achieved specified results, during an eight-year period during which the strategy did not exist.

In February 2020, the district court granted the Commission’s motion for summary

judgment on its claims that Respondents violated Advisers Act Section 206(1) and (2). 4 The

district court found that, despite Respondents’ knowing that their “Vireo AlphaSector marketing

materials contained misleading statements,” Respondents “continued to use these materials and

did not halt sales of the strategies.” 5 Instead of notifying clients of the misleading statements or

Louis Navellier, Advisers Act Release No. 5520, 2020 WL 3127365 (June 12, 2020);

15 U.S.C. § 80b-3.

We take official notice of the district court and First Circuit decisions, orders, judgments,

and dockets. See Rule of Practice 323, 17 C.F.R. § 201.323 (authorizing the Commission to take

official notice of “any material fact which might be judicially noticed by a district court of the

United States” or “any matter in the public official records of the Commission”); Am. Inv. Serv.,

Inc., Exchange Act Release No. 43991, 2001 WL 167861, at *1 n.1 (Feb. 21, 2001) (recognizing

the Commission’s authority to take official notice of federal district court orders).

SEC v. Navellier & Assocs., Inc., No. 17-cv-11633, 2021 WL 5072975, at *2 (D. Mass.

Sept. 21, 2021) (hereinafter “Navellier II”).

SEC v. Navellier & Assocs., Inc., Case No. 17-cv-11633, 2020 WL 731611 (D. Mass.

Feb. 13, 2020) (hereinafter “Navellier I”); see also 15 U.S.C. § 80b-6(1) & (2) (prohibiting

investment advisers from, respectively, “employ[ing] any device, scheme, or artifice to defraud

any client or prospective client” and “engag[ing] in any transaction, practice, or course of

business which operates as a fraud or deceit upon any client or prospective client”).

Navellier I, 2020 WL 731611, at *9.

taking effective corrective action, the court found, Respondents sold their Vireo AlphaSector line

of business in an attempt to extricate themselves from potential liability.

Based on its summary judgment findings, the district court enjoined Respondents from

violating Section 206(1) and (2). The court also imposed civil penalties of $2,000,000 against

NAI and $500,000 against Navellier and ordered Respondents, jointly and severally, to pay

disgorgement of approximately $22.7 million and prejudgment interest of approximately

$6.6 million, representing Respondents’ net ill-gotten gains from advisory fees paid by investors

who had been fraudulently induced to retain NAI and the proceeds of the sale of the business

built on that misconduct. 6 Respondents appealed the district court’s liability and remedies

decisions.

In July 2024, the First Circuit affirmed the district court’s decisions. 7 The First Circuit

explained that Respondents had licensed the AlphaSector strategy from another investment

adviser, F-Squared Investments, Inc., in October 2009. Before Respondents licensed the

strategy, the court found, the president and CEO of F-Squared, Howard Present, told NAI’s

general counsel and chief compliance officer, Peter Knapp, that a wealth management firm had

used the AlphaSector strategy to manage real client accounts and trade actual assets from 2001 to

2008. The strategy’s performance figures, Present further told Knapp, were based on those

trades. Although Present provided Knapp with a spreadsheet purporting to list the trades, Knapp

asked Present for actual trade confirmations, which Present refused to provide, citing a

confidentiality agreement. Knapp prepared an executive summary of his due diligence, which

stated that F-Squared “flat out [would not] show the math” to him, but that F-Squared had started

to report holdings and trades for the AlphaSector strategy to NASDAQ beginning in October

2008. 8 Knapp later met with Navellier, discussed the executive summary with him, and

recommended that NAI license the strategy. Navellier agreed to do so.

By April 2011, however, Navellier had become concerned that he could not verify the

AlphaSector strategy’s past performance. In an internal email, Navellier stated that “we just

have a spreadsheet”—not trade confirmations—and that “[a]ny idiot can make up numbers on a

spreadsheet!” 9 Navellier also stated that he “[o]bviously” wanted to “distance” himself from FSquared “when it blows up,” and that he was “still trying to figure out how to reduce [NAI’s]

liability, since when the lies become evident, we are out of business.” 10 In response, Knapp

emailed Navellier the executive summary he had previously presented to Navellier, explaining

that it “ha[d] the representations made to [Navellier] regarding F-Squared.” Knapp later testified

that it “would have come up” at his 2009 meeting with Navellier that Knapp could not verify the

SEC v. Navellier & Assocs., Inc., No. 17-cv-11633 (D. Mass. Sept. 21, 2021), Dkt. No.

361 (amended final judgment); Navellier II, 2021 WL 5072975, at *8.

SEC v. Navellier & Assocs., Inc., 108 F.4th 19, 28 (1st Cir. 2024), cert. denied, 145 S. Ct.

2777 (June 6, 2025), rehearing denied, 146 S. Ct. 61 (Aug. 18, 2025).

Id. at 30.

Id.

AlphaSector strategy’s 2001 to 2008 performance figures. 11 By the end of August 2011,

Navellier had sent additional internal emails suggesting that NAI “try to sell” its Vireo

AlphaSector business and stating that he “continue[d] to believe” that the original AlphaSector

strategy was “just made up and pure FRAUD.” 12

In the meantime, Navellier directed a NAI employee to “take ‘Navellier’ off of as many

[Vireo AlphaSector] documents [as she could], such as Advisory Agreements, the Web Site,

etc.” 13 He also emailed NAI employees that to “protect . . . from potential fraud” NAI

employees “must not talk about [F-Squared] as being base[d] on real [money] since 2001” absent

trade confirmations confirming that claim. 14 Navellier, however, did not stop Vireo AlphaSector

sales.

The First Circuit further found that, from August 2011 and into 2012, NAI repeatedly

distributed marketing materials that represented that the AlphaSector strategy had actually been

traded since 2001 and that its reported returns “were not back-tested.” 15 The court found,

however, that the undisputed facts established that those statements were materially false

because F-Squared did not create AlphaSector until 2008.

Respondents’ misrepresentations were material, the First Circuit found, because in

assessing the risk associated with the Vireo AlphaSector products a reasonable investor would

consider it “obviously important” that Respondents “were unable to corroborate that the

[AlphaSector] strategy was an ‘active’ one and its performance returns not back-tested.” 16

Unlike results calculated based on actual trades, “back-testing generates only hypothetical

performance figures, benefits from hindsight, and involves ‘the corresponding ability to

manipulate [data] to obtain attractive returns.’” 17

The First Circuit also found that Respondents “acted with a high degree of recklessness,”

and therefore scienter, because NAI distributed marketing materials containing the

misrepresentations after Navellier expressed concern about fraud related to the AlphaSector

performance claims in a series of internal emails. 18 Navellier contended that he had fabricated

those concerns “to coerce and scare NAI’s marketers to stop marketing Vireo [AlphaSector], and

focus instead on marketing [Navellier’s] personally created investment strategies.” 19 But the

First Circuit found that the record belied Navellier’s “post hoc rationalization” for his email

Id.

Id. at 31.

Id.

Id. at 31, 35.

Id. at 37.

Id.

Id. at 39.

Id. at 35 n.10.

admissions because the evidence showed that Respondents could not confirm their statements

about AlphaSector’s performance. 20 As further support for its scienter finding, the court

observed that, before the relevant events here, Commission staff had alerted Respondents to the

importance of adequately disclosing back-testing and hypothetical performance results. Staff

had sent three letters to NAI warning the firm that it had failed to adequately disclose back-tested

performance results related to other investment products. In the third letter, staff had expressed

“concern[] that NAI may not have taken [the previous letters] seriously.” 21

The First Circuit also affirmed the district court’s award of disgorgement. Respondents

profited, the court found, from advisory fees Vireo AlphaSector clients had paid while

Respondents “continued to conceal their lack of support for the” AlphaSector performance

figure. 22 In addition, the First Circuit found that Respondents “‘had a substantial incentive not to

disclose their misrepresentations and the reason they were selling the business,’” because the sale

price that Respondents hoped to receive from F-Squared depended “on the number of Vireo

AlphaSector clients who transferred their assets to F-Squared.” 23 Indeed, the court found that

Respondents “d[id] not dispute that at no time before or after the sale did they inform their

clients of the reason for the sale or of [Respondents’] lack of support for the statements in their

Vireo AlphaSector marketing materials.” 24

II.

Analysis

Summary disposition is appropriate.

Under Rule of Practice 250(b), the Commission may grant a motion for summary

disposition if “there is no genuine issue with regard to any material fact” and the moving party is

“entitled to summary disposition as a matter of law.” 25 Respondents oppose summary

disposition and ask for an in-person evidentiary hearing to relitigate various facts and legal

conclusions that were put at issue and determined in the district court litigation (and affirmed by

the First Circuit), such as whether Respondents made or distributed material misstatements, acted

with scienter, or even engaged in any misconduct at all. 26 The doctrine of collateral estoppel

Id.

Id. at 29.

Id. at 43.

Id. at 44 (quoting Navellier II, 2021 WL 5072975, at *5).

Id. at 32.

17 C.F.R. § 201.250(b); see also ERHC Energy, Inc., Exchange Act Release No. 90517,

2020 WL 6891409, at *2 (Nov. 24, 2020) (discussing standard).

We consider Respondents’ declarations and appendix of exhibits to the extent cited in

their opposition brief. See Rule of Practice 250(e), (f)(1), 17 C.F.R. § 201.250(e), (f)(1). We do

not consider, however, the more than 9,000-word statement of facts that Respondents

incorporated by reference in their opposition brief, which itself contains 9,410 words, as that

statement is an improper attempt to exceed the 9,800-word limit for dispositive motions and

precludes Respondents from attacking such findings in this proceeding. 27 Respondents cannot

avoid collateral estoppel, as they attempt to do here, by claiming that their direct attacks on the

courts’ findings are relevant to the Commission’s public interest analysis. 28 For these and the

reasons below, we find that an in-person hearing is unnecessary, that the Division has satisfied

its burden under the summary disposition standard, and that summary disposition is

appropriate. 29

Relief is available under Advisers Act Section 203(e) and (f).

Section 203(e) authorizes the Commission to revoke an investment adviser’s registration

if the Commission finds that (i) the adviser, or any person associated with it, was enjoined from

engaging in or continuing any conduct or practice in connection with acting as an investment

adviser; and (ii) such sanction is in the public interest. 30 Section 203(f) authorizes the

Commission to suspend or bar any person from the securities industry if it finds the same two

elements apply to that person and that the person was associated with an investment adviser at

the time of the alleged misconduct. 31

No genuine issue of material fact exists as to the first element under Section 203(e)

and (f). Because the district court enjoined Respondents from violating Section 206(1) and (2),

supporting memoranda in Rule of Practice 250. 17 C.F.R. § 201.250(e), (f)(1); see also

Amendments to the Commission’s Rules of Practice, Exchange Act Release No. 78319 (July 13,

2016), 81 Fed. Reg. 50,212, 50,225 (July 29, 2016) (explaining that parties should not attempt to

“circumvent” word limit by filing additional statements of fact).

Respondents have forfeited the “Renewed Objections” and “Affirmative Defenses” that

they raised in their answer but did not include in their opposition brief. See Advanzeon Sols.,

Inc., Exchange Act Release No. 98674, 2023 WL 6458592, at *3 n.14 (Oct. 2, 2023), pet.

denied, 2024 WL 5220983 (D.C. Cir. Dec. 26, 2024).

See, e.g., Sherwin Brown, Advisers Act Release No. 3217, 2011 WL 2433279, at *4

(June 17, 2011) (applying doctrine of collateral estoppel in follow-on proceeding instituted based

on injunction); cf. Blinder, Robinson & Co., Inc. v. SEC, 837 F.2d 1099, 1109 (D.C. Cir. 1988)

(acknowledging that a respondent in an administrative proceeding before the Commission cannot

relitigate a factual question that “has been conclusively decided against him” by a district court).

Because the First Circuit affirmed the district court’s judgment, Respondents’ claim that

collateral estoppel did not apply while their appeal was pending is irrelevant.

Compare Blinder, Robinson, 837 F.2d at 1109 (holding that parties may present distinct

public interest arguments in a follow-on proceeding), with Siris v. SEC, 773 F.3d 89, 96 (D.C.

Cir. 2014) (affirming the Commission’s rejection of respondent’s “purported mitigation evidence

that, in reality, constituted a collateral attack on the [underlying] consent judgment”).

Cf. Kornman v. SEC, 592 F.3d 173 (D.C. Cir. 2010) (affirming Commission’s grant of

summary disposition in a follow-on proceeding).

15 U.S.C. § 80b-3(e)(4).

15 U.S.C. § 80b-3(f) (cross-referencing Section 203(e), 15 U.S.C. § 80b-3(e)); see also

id. § 80b-3(e)(4) (specifying injunctions against various actions, conduct, and practices).

Respondents were each enjoined from engaging in or continuing any conduct or practice in

connection with acting as an investment adviser. 32

There is also no genuine dispute that, as to Section 203(f), Navellier was associated with

an investment adviser at the time of his misconduct. Respondents admit in their answer that they

have acted as investment advisers since at least 2010. 33 Because Navellier was an officer of

NAI, he was also associated with an investment adviser during the relevant time. 34

We thus need consider only whether relief is appropriate in the public interest.

We find that barring Navellier from the securities industry and revoking NAI’s

registration as an investment adviser are in the public interest.

In determining whether any remedial action is in the public interest, we consider the

egregiousness of the respondent’s actions, the isolated or recurrent nature of the infraction, the

degree of scienter involved, the sincerity of the respondent’s assurances against future violations,

the respondent’s recognition of the wrongful nature of his conduct, and the likelihood that the

respondent’s occupation will present opportunities for future violations. 35 Our public interest

inquiry is flexible, and no single factor is dispositive. 36 The remedy is intended to protect the

trading public from further harm, not to punish the respondent. 37

Weighing these factors, we conclude that barring Navellier from association in the

securities industry and revoking NAI’s registration as an investment adviser is warranted to

protect the investing public.

Respondents’ conduct was egregious, recurrent, and done with scienter.

We find no genuine dispute that Respondents’ misconduct was egregious and recurrent.

Respondents, who are investment advisers, repeatedly breached their fiduciary duties to their

advisory clients by misrepresenting the performance of the AlphaSector strategy over multiple

See Richard Vu Nguyen, Advisers Act Release No. 6325, 2023 WL 3931439, at *3 (June

8, 2023) (holding that an injunction against violating Sections 206(1) and (2) was an injunction

in connection with acting as an investment adviser); 15 U.S.C. § 80b-6 (providing that it “shall

be unlawful for any investment adviser” to engage in specified conduct).

See also Navellier I, 2020 WL 731611, at *2, *9 (finding that “[a]t all times relevant to

this dispute, both NAI and Navellier acted as investment advisers pursuant to the definition in the

Advisers Act,” and that Respondents “continue to operate as” such).

See 15 U.S.C. § 80b-2(a)(17) (defining a “person associated with an investment adviser”

to include any officer of the adviser and “any person directly or indirectly controlling” it).

Steadman v. SEC, 603 F.2d 1126, 1140 (5th Cir. 1979), aff’d on other grounds,

450 U.S. 91 (1981).

Tzemach David Netzer Korem, Exchange Act Release No. 70044, 2013 WL 3864511,

at *4 (July 26, 2013).

McCarthy v. SEC, 406 F.3d 179, 188 (2d Cir. 2005).

years. 38 Navellier acknowledged to NAI employees that Respondents could not confirm that the

strategy had been successfully used to trade client accounts over an eight-year period, as NAI’s

marketing materials claimed, 39 and Navellier told employees that he believed that the strategy

was a “FRAUD.”

Despite this, Navellier did not stop NAI’s sales or marketing of the Vireo AlphaSector

products, and the firm continued to distribute the false performance claims even after Navellier

sent internal emails stating that he believed the AlphaSector strategy was a “FRAUD.” Rather

than disclosing their concerns to clients, Respondents attempted to insulate themselves from

liability by selling the Vireo AlphaSector line of business. As the First Circuit found,

Respondents caused “direct harm to Vireo AlphaSector clients” by inducing them to pay

advisory fees based on misrepresentations. 40 Through these fees and the Vireo AlphaSector sale,

Respondents obtained over $20 million in ill-gotten gains that the district ordered them to

disgorge. 41

There is also no genuine dispute that Respondents acted with scienter. As the court

found, Respondents “were, at a minimum, highly reckless” in distributing AlphaSector

performance claims that they knew were “not supported by sufficient data.” 42 Indeed, the court

held that Navellier “knew the marketing was misleading, had the power to stop NAI from its

fraudulent marketing efforts, and authorized his NAI staff to continue the marketing campaign

anyway.” 43

See, e.g., ZPR Inv. Mgmt. Inc. v. SEC, 861 F.3d 1239, 1247 (11th Cir. 2017) (“The

Advisers Act sets ‘federal fiduciary standards for investment advisers.’” (quoting Santa Fe

Indus., Inc. v. Green, 430 U.S. 462, 471 n.11 (1977))); John Sherman Jumper, Exchange Act

Release No. 96407, 2022 WL 17346044, at *3 (Nov. 30, 2022) (finding that three instances of

misappropriation over 11 months constituted recurrent conduct); Allen M. Perres, Exchange Act

Release No. 79858, 2017 WL 280080, at *4 (Jan. 23, 2017) (holding that violations that persisted

“over a two-year period [are] recurrent—not isolated—misconduct”).

See, e.g., Navellier I, 2020 WL 731611, at *7 (finding that “the AlphaSector strategies

were marketed as defensive strategies that had been ‘stress tested across two bear markets’”

(emphasis in original)).

Navellier & Assocs., 108 F.4th at 41 n.14; cf. ZPR Inv. Mgmt., 861 F.3d at 1256–57

(recognizing that misrepresentations may harm the investing public by denying investors the

opportunity to accurately compare investment advisers).

Cf. Warren A. Davis, Exchange Act Release No. 101217, 2024 WL 4357534, at *4–5

(Sept. 30, 2024) (finding that conduct was egregious where respondents realized more than

$14 million in ill-gotten gains); Benjamin Durant, III, Exchange Act Release No. 96445, 2022

WL 17422581, at *3 (Dec. 5, 2022) (same for respondent who realized more than $600,000 in

ill-gotten gains).

Navellier I, 2020 WL 731611, at *8.

Navellier II, 2021 WL 5072975, at *3.

Respondents attempt to minimize the severity of their conduct by asserting that they

invested their clients’ money as the Vireo AlphaSector products’ marketing materials promised.

This does not change that, for an extended period, Respondents failed to disclose to their clients

that those very marketing materials misstated the performance of the AlphaSector strategy. Nor

are our concerns about Respondents’ future compliance with the securities laws based on their

very serious conduct reduced by Respondents’ claim that their clients ultimately profited from

the Vireo AlphaSector products, because, as the court found, Respondents still injured their

clients by fraudulently inducing them to pay advisory fees.

Respondents also claim that imposing sanctions would harm their existing employees and

clients. Such concerns, however, are outweighed by our concerns here about averting future

harm to the investing public if Respondents were to continue to participate in the securities

industry. 44 Similarly, our concerns about averting future harm to investors are not lessened by

Respondents’ claim that they have lost significant business after the Commission took

enforcement action against them, as such financial loss was ultimately caused by Respondents’

own misconduct. 45

Respondents’ involvement in the securities industry will likely present

opportunities for future violations, and they have not recognized the

wrongful nature of their conduct or provided adequate assurances against

future misconduct.

The remaining factors are either neutral or weigh in favor of a bar and revocation.

Respondents both remain active in the securities industry, which will present opportunities for

future violations. 46 Respondents assert that it is “highly unlikely” that they would commit future

violations because, they claim, they have not previously been disciplined or sued in over

35 years and “have provided investment advisory services to thousands of clients without ever

defrauding any of them.” But this very proceeding stems from Respondents’ defrauding their

advisory clients. 47 That Respondents distributed claims that the AlphaSector strategy was not

back-tested that they knew they could not confirm despite prior, repeated warnings from

See, e.g., Edgar R. Page, Advisers Act Release No. 4400, 2016 WL 3030845, at *11

(May 27, 2016) (finding that negative effect of revoking registration on firm’s employees,

clients, and affiliates is outweighed by the overriding need “to protect the broader public”).

See, e.g., Gary M. Kornman, Exchange Act Release No. 59403, 2009 WL 367635, at *9

(Feb. 13, 2009) (finding not mitigating respondent’s claim that he suffered “substantial losses”

from several years of criminal and administrative proceedings), pet. for rev. denied, 592 F.3d

173 (D.C. Cir. 2010).

See, e.g., George Charles Cody Price, Advisers Act Release No. 4631, 2017 WL 405511,

at *3 (Jan. 30, 2017) (expressing concern that respondent’s occupation would present

opportunities for future violations where he did not indicate that he planned to leave the

securities industry).

Cf. Rooms v. SEC, 444 F.3d 1208, 1214 (10th Cir. 2006) (finding that a lack of

disciplinary history is not mitigating because securities industry participants are required to

comply with applicable rules “at all times”).

Commission staff about appropriately disclosing back-testing in marketing materials in other

contexts, 48 leads us to discount their current assurances against future misconduct.

We do not consider Respondents’ failure to recognize the wrongful nature of their

misconduct in this proceeding as aggravating because their appeal of the underlying civil

decision was pending at the time of briefing in this proceeding, and Respondents were entitled to

present a vigorous defense in their appeal. However, having not accepted responsibility before

the Commission, Respondents also cannot claim mitigation on that basis either. 49

Nor are our concerns about future misconduct allayed by Respondents’ claim that they

offered to hire an outside compliance officer during settlement discussions in the district court

proceeding. No such settlement was ever reached, 50 and there is no indication, nor do

Respondents contend, that they ever hired such a compliance officer.

Respondents’ other arguments lack merit.

Respondents argue that this entire proceeding should be dismissed as unconstitutional

because the Commission allegedly serves as “investigator, prosecutor, and judge of its own

case.” The sole case that Respondents cite to support their argument did not address the

constitutionality of Commission adjudication. 51 In any event, courts have long held that an

See Navellier & Assocs., 108 F.4th at 38 (finding that, in the context of earlier allegations

regarding other investments, Commission staff three times “flagged NAI’s failure to adequately

disclose performance figures as back-tested, explaining and alerting NAI to the importance of

this disclosure”); id. at 39 (finding that warnings from Commission staff evidenced that

Respondents knew about the “danger of misleading current and prospective clients”).

Respondents argue that we should exclude the courts’ findings about the Commission staff’s

prior warnings and the allegations of compliance deficiencies underlying them as unproven,

irrelevant, and prejudicial. We consider the staff’s communications, however, solely as evidence

that Respondents had been warned to disclose performance data accurately before distributing

the Vireo AlphaSector materials, and not as evidence that Respondents engaged in earlier

misconduct.

See, e.g., Donald J. Fowler, Exchange Act Release No. 99084, 2023 WL 8469512, at *3

(Dec. 5, 2023).

Respondents’ argument that they reached a final settlement with the Commission is

barred by collateral estoppel. Navellier I, 2020 WL 731611, at *5 (finding that “the record

indicates that settlement negotiations between the parties broke down before any settlement was

agreed to by both parties”).

See Cochran v. SEC, 20 F.4th 194, 197–98 (5th Cir. 2021) (“The question presented is

whether a provision of the Securities Exchange Act of 1934 . . . implicitly strips federal district

courts of subject-matter jurisdiction to hear structural constitutional claims.”)

agency “may combine investigative, adversarial, and adjudicative functions, as long as no

employees serve in dual roles.” 52

Respondents further contend that this proceeding constitutes impermissible selective

enforcement because the Commission treated them differently than others who distributed

similar misrepresentations about the AlphaSector strategies. To succeed with this argument,

Respondents must demonstrate that they were “singled out for enforcement while others who

were similarly situated were not,” and that the enforcement “was motivated by arbitrary or unjust

considerations such as race, religion, or the desire to prevent the exercise of a constitutionally

protected right.” 53

Respondents offer no evidence, however, that any other entities or individuals were

similarly situated to them but treated differently. The district court and First Circuit also found

that Respondents had not done so and rejected, on that basis, Respondents’ similar selective

enforcement claim related to the district court proceeding. We additionally find no basis for

Respondents’ claim that because they purportedly would not agree to modify the settlement

agreement that they claim to have reached in the district court proceeding, the Commission

instituted this proceeding out of “malice and revenge.” 54 Respondents do not provide support for

this alleged motive, let alone evidence sufficient to prove that the Commission’s decision here

was motivated by the type of unjust or arbitrary considerations that can support a selective

enforcement claim. 55

The Commission may revoke a respondent’s registration as an investment adviser or

impose a bar to protect the investing public from a respondent’s future actions by restricting

access to areas of the securities industry where a demonstrated propensity to engage in violative

conduct may cause further investor harm. For the reasons explained above, Respondents pose a

continuing threat to investors. We thus conclude that it is in the public interest to bar Navellier

from association with any investment adviser, broker, dealer, municipal securities dealer,

municipal advisor, transfer agent, or nationally recognized statistical rating organization. Given

the unique circumstances in this proceeding, including NAI’s current client relationships and the

Elliott v. SEC, 36 F.3d 86, 87 (11th Cir. 1994); see, e.g., Withrow v. Larkin, 421 U.S. 35,

47 (1975); Sheldon v. SEC, 45 F.3d 1515, 1519 (11th Cir. 1995); Air Prods. & Chems., Inc. v.

FERC, 650 F.2d 687, 709–10 (5th Cir. 1981).

2001).

Russo Sec., Inc., Exchange Act Release No. 44186, 2001 WL 379064, at *7 (Apr. 17,

Cf. Blinder, Robinson, 837 F.2d at 1106 (“Offers of settlement are in the very nature of

the litigation process; common experience tells us that neither consideration nor rejection of an

offer of settlement contains within it the inherent likelihood of bias and prejudice.”).

Cf. United States v. Armstrong, 517 U.S. 456, 464 (1996) (stating that the presumption of

regularity supports prosecutorial decisions and, “in the absence of clear evidence to the contrary,

courts presume that [prosecutors] have properly discharged their official duties” (internal

quotation marks omitted)).

time elapsed since this proceeding was instituted, Navellier may, for a period of 60 days,

associate with NAI for the sole purpose of winding down NAI’s business as described in the

Commission’s order attached hereto. We conclude for the same reasons that it is in the public

interest to revoke NAI’s registration as an investment adviser, effective 60 days from the date of

this opinion as further described in the Commission’s order. No requests for an extension of

time of the 60-day winddown period will be considered.

An appropriate order will issue. 56

By the Commission (Chairman ATKINS and Commissioners PEIRCE and UYEDA).

Vanessa A. Countryman

Secretary

We have considered all the arguments advanced by the parties. We reject or sustain them

to the extent that they are inconsistent or in accord with the views expressed herein. We also

deny as moot Respondents’ request to stay this case pending decisions in various other

proceedings, because those decisions have now been issued.

UNITED STATES OF AMERICA

before the

SECURITIES AND EXCHANGE COMMISSION

INVESTMENT ADVISERS ACT OF 1940

Release No. 7015 / September 21, 2026

Admin. Proc. File No. 3-19826

In the Matter of

LOUIS NAVELLIER and

NAVELLIER & ASSOCIATES, INC.

ORDER IMPOSING REMEDIAL SANCTIONS

On the basis of the Commission’s opinion issued this day, it is

ORDERED that the investment adviser registration of Navellier & Associates, Inc.

(“NAI”), is revoked, effective 60 days from the date of this order, during which time NAI shall

not solicit any new clients; and it is further

ORDERED that Louis Navellier is barred from association with any investment adviser,

broker, dealer, municipal securities dealer, municipal advisor, transfer agent, or nationally

recognized statistical rating organization, provided, however, that Louis Navellier may, for a

period ending 60 days from the date of this order (the “Winddown Period”), continue to associate

with NAI solely for the purpose of winding down NAI’s business;

Provided further that, during the Winddown Period, Louis Navellier shall not solicit any

new clients for NAI or provide any investment advice or other advice to any client or prospective

client of NAI.

By the Commission.

Vanessa A. Countryman

Secretary

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.