ADMINISTRATIVE PROCEEDING
File No. 3-21113

September 20, 2022 - The Securities and Exchange Commission today announced settled charges against registered investment adviser, Toews Corporation (“Toews”), for proxy votes on behalf of clients without taking any steps to determine whether the votes were in the clients’ best interests, and for failing to implement policies and procedures reasonably designed to ensure it voted client securities in the best interests of its clients.

The SEC’s order finds that from January 2017 through January 2022, Toews directed a third-party service provider it engaged to cast proxy votes on behalf of registered investment companies (“RICs”) Toews managed to always vote in favor of proposals put forth by the issuers’ management and against any shareholder proposals.  According to the SEC’s order, in connection with over two hundred shareholder meetings, Toews caused the third-party service provider to vote the RICs’ securities pursuant to this standing instruction without exception and without any review by Toews of the proxy materials associated with those votes. Toews did not otherwise take steps to determine whether the votes were cast in the RICs’ best interests and failed to implement policies and procedures reasonably designed to ensure that Toews voted proxies in its clients’ best interests, as required by the Investment Advisers Act of 1940.

The SEC’s order finds that Toews violated Sections 206(2) and 206(4) of the Advisers Act and Rule 206(4)-6 thereunder by engaging in this conduct. Without admitting or denying the SEC’s findings, Toews consented to a cease-and-desist order, a censure, and agreed to pay a civil monetary penalty of $150,000.

The SEC’s investigation has been conducted by Chevon Walker and George N. Stepaniuk of the SEC’s New York office. The case is being supervised by Thomas P. Smith, Jr.