Final Order — Investment Adviser/Associated Person

Index: OFR 2026 - 339
STATE OF FLORIDA
OFFICE OF FINANCIAL REGULATION
In Re:
BRIAN HARTLEY MCKEOWN, Case Number: 138520-SR
Respondent.
FINAL ORDER
The State of Florida, Office of Financial Regulation ("Office"), and Respondent Brian Hartley McKeown ("McKeown"), having entered into the attached Stipulation and Consent Agreement ("Agreement"), resolving and concluding this matter, it is therefore ORDERED:

1. The Agreement entered into by the Office and McKeown is adopted and
   incorporated by reference herein as if set forth at length.
2. The parties shall comply with alJ provisions of the incorporated Agreement.
   DONE and ORDERED this IY:: day of July, 2026, in Tallahassee, Leon County, Florida. Commissioner

CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true and correct copy of the foregoing Final Order has been furnished by U.S. mail to Gregory Tendrich, Counsel for Respondent, at Gregory Tendrich, P.A., 3010 N. Military Trail, Suite 210, Boca Raton, FL 33431 on this /~ay of July, 2026. ulation 14-8050 Ema1: Agency.Clerk@flofr.gov Tel: (850) 410-9889 Counsel for Respondent's Email: 1 Odrich@bellsouth.net 2

STATE OF FLORIDA
OFFICE OF FINANCIAL REGULATION
In Re:
BRIAN HARTLEY MCKEOWN, Case Number: 138520-SR
Respondent.
STIPULATION AND CONSENT AGREEMENT
The State of Florida, Office of Financial Regulation ("Office"), and Respondent Brian Hartley McKeown ("McKeown"), in consideration of the mutual promises herein, recite, stipulate, and agree, on the last date executed below, as follows:

1. Background: On March 25, 2026, the Office received an application, via Form
   U4, Uniform Application for Securities Industry Registration, through the Central Registration Depository ("CRD"), for McKeown's registration with the Office as an associated person of Russell Capital Management, LLC ("RCM"), a federal covered adviser. McKeown's CRD number is 1499069. Upon receipt ofMcKeown's application for registration, the Office sent a deficiency letter to McKeown and requested documentation regarding, among other things, possible unregistered investment advisory business activity. On April 7, 2026, the Office received McKeown's written statement that indicated that McKeown had been rendering investment advice in Florida from April 2019 through April 2026, without being registered with the Office as an associated person of RCM. McKeown maintains that he relied on RCM to ensure his registration with the Office and that his failure to register was due to an administrative oversight by RCM despite RCM's knowledge and approval ofMcKeown's relocation to Florida in April 2019. The Office notes that

ln Re: Brian Hartley McKeo\n
Page 2 of6
while application filings with the Office through CRD are made by the associated person's employing firm, section 517.l 2( 4 ), Florida Statutes (2019), 1 Florida Statutes, imposes the registration obligation on the associated person, and an associated person cannot provide investment advice in or from Florida until appropriately registered with the Office.
2. Jurisdiction: The Office is the state agency charged with the administration and
enforcement of chapter 517, Florida Statutes, and the rules promulgated thereunder. The Office has jurisdiction to initiate an Administrative Complaint against McKeown pursuant to chapter 517, Florida Statutes, as stipulated by McKeown.
3. Findings: McKeown neither admits nor denies the allegations but consents to the
entry of findings by the Office. The Office finds that McKeown violated section 517.12(4), Florida Statutes (2019), by rendering investment advice, from a location within Florida, without being registered with the Office as an associated person of RCM.
4. Consideration: The parties agree that the issues raised in this proceeding can be
expeditiously resolved prior to the filing of an Administrative Complaint by their execution of this Stipulation and Consent Agreement. The parties acknowledge that they have read this Stipulation and Consent Agreement and fully understand the rights, obligations, terms, duties, and responsibilities with respect to its contents. Therefore, in compromise and settlement of this matter and in consideration of the Office's forbearance from further litigation, the parties agree as follows:
a. McKeown agrees to Cease and Desist from violations of chapter 517, Florida Statutes, and the Administrative Rules adopted thereto. b. McKeown agrees to an imposition of an administrative fine against McKeown amount of $45,000. The administrative fine shall be submitted in the form of a 1 Section 517.12(4), Florida Statutes, was renumbered as section 517.12(3) by S. 6, chapter 2023-204, Laws of Florida, effective October 1, 2023.

In Re: Brian Hartley McKeown
Page3of6 certified check or money order made payable to the "Office o( Financial Regulation" and sent to Agency Clerk, c/o Kaydia Stewart, Esq., Office of Financial Regulation, P.O. Box 8050, Tallahassee, FL 32314-8050, or paid by wire transfer. McKeown agrees that the administrative fine shall be collected and deposited in accordance with section 215 .31, Florida Statutes. McKeown agrees, regarding the deposit of monies, that (1) the tendered fine or settlement check proceeds may be deposited in advance of full execution or acceptance of the proposed settlement agreement and (2) such deposit shall not be construed as a final acceptance of the Stipulation and Consent Agreement absent full execution thereof and entry of the Final Order adopting same.
c. The Office agrees to approve McKeown's pending application for
registration as an associated person ofRCM. Approval shall be granted upon receipt of the required administrative fine payment and entry of the Final Order adopting this Stipulation and Consent Agreement. In the event the Office discovers any additional adverse information concerning the pending application prior to entry of the Final Order, the Office reserves all legal rights and authority to take any action on the pending application as may be appropriate. Such action may include, but is not limited to, issuing an Administrative Complaint based on the violations cited above.
5. Final Order: McKeown consents to the issuance by the Office of a Final Order,
which incorporates the terms of this Stipulation and Consent Agreement. McKeown understands and agrees that this Stipulation and Consent Agreement is subject to the final approval of the Commissioner of the Office of Financial Regulation and the entry of the Final Order adopting this Stipulation and Consent Agreement. In the event the Final Order is not entered, this Stipulation and Consent Agreement shall be null and void. The Final Order incorporating this Stipulation and

In Re: Brian Hartley McKeown
Page 4 of6
Consent Agreement constitutes final agency action by the Office for which the Office may seek enforcement pursuant to the provisions of chapters 120 and 517, Florida Statutes.
6. Consent and Waiver: By McKeown's consent to the entry of the Final Order with
respect to this proceeding, McKeown knowingly and voluntarily waives:
a. any right to receive further notice of this administrative action and notice of rights pursuant to chapter 120, Florida Statutes; b. any right to an administrative hearing provided by chapter 120, Florida Statutes;
c. any requirement that the Office's Final Order contain separately stated
findings of Fact and Conclusions of Law or a Notice of Rights; d. any right to issuance of a recommended order by an Administrative Law Judge from the Division of Administrative Hearings or a Hearing Officer from the Office; and e. any right to object to or challenge in any judicial proceeding including, but not limited to, an appeal pursuant to section 120.68, Florida Statutes, any term, condition, obligation, or duty expressly created by the Final Order.
7. Releases: Upon full execution of this Stipulation and Consent Agreement,
McKeown waives and releases the Office and its agents, representatives, and employees from any and all causes of action that McKeown may have arising from or relating to the subject matter hereof. The Office agrees to accept this release on behalf of itself and its agents, representatives, and employees without acknowledging and expressly denying that any such cause or causes of action may exist.

In Re: Brian Hartley McKeown
Page 5 of6
8. Future Actions: This Stipulation and Consent Agreement is being executed solely
for the purpose of resolving and settling the instant proceeding. Nothing herein shall be construed to waive or restrict the Office's right in a future proceeding to undertake any administrative action under the provisions of chapter 5 I 7, Florida Statutes, or any civil or criminal prosecution, arising out of any facts or circumstances undisclosed or undiscovered at the time of the entry of the Final Order; or facts unrelated to this settlement should further information warrant such action.
9. Failure to Comply: McKeown acknowledges, concurs, and stipulates that
McKeown's failure to comply with any of the terms, obligations and conditions of this Stipulation and Consent Agreement, and the Final Order adopting it, violates this written agreement and the Final Order entered pursuant to chapters 120 and 517, Florida Statutes. Such non-compliance may result in the issuance of an emergency Cease and Desist Order.
10. Attorneys' Fees: Each party herein shall be solely responsible for its attorneys'
fees and costs incurred up to and including entry of the Final Order in this matter.
11. Severability: McKeown agrees that if any provision of this Stipulation and Consent
Agreement or the application thereof to any person or circumstance is held to be invalid, the invalidity shall not affect the remaining provisions of the Stipulation and Consent Agreement or the Final Order adopting it, which shall be given effect without the invalid provision(s), and to this end, the provisions of this Stipulation and Consent Agreement are severable.
12. Entire Agreement: This Stipulation and Consent Agreement represents the entire
agreement by and between the Office and McKeown. Any alterations, variations, changes, modifications, or waivers of the provisions hereof shall be valid only when they have been reduced to writing, duly signed by the Office and McKeown, and attached to the original of this Stipulation and Consent Agreement.

Ill Re: 8riln Hanley Mcltoowa
Plge6o!6
WHEREFORE, the undersigned parties hereby acknowledge and agree to the terms and conditions of the foregoing Stipulation and Consent Agreement, su~ject to final spp,oval by the Commissiona of the Office of Financial Regulation, by written consent on the lo date executed below:
BRIAN HARTLEY MCKEOWN
L ~!Ht/4~
Brian Hartley McKeown
ST A TE OF FLORIDA)
COUNTY OF INDIAN RIVER)
oG /}() 12ozt
Date
/ BEFORE ME, the undersigned authority, appeared Brian Hartley McKeown, by means of Im physical pnsence or D online nor.arization, who, upon being duly sworn, states that he has mad and undcntaods the foregoing agreement and voluntarily signed the same. ·~ SWORN TO AND SUBSCRIBED before me this~ day of ~ " f.c My Commiasioo Q:Pil'es:
OFFICE OF FINANCIAL REGULATION
~ '
Kffl)'F.
DiR!CtOr
Division of Securities
7/13/26
Date t7 '-·