161072P.pdf   08/30/2017  U.S. Securities and Exchange  v.  Topwater Exclusive Fund III
   U.S. Court of Appeals Case No:  16-1072
   U.S. District Court for the District of Minnesota - Minneapolis   
   [PUBLISHED] [Kelly, Author, with Smith, Chief Judge, and Colloton, Circuit 
   Judge] 
   Civil case - Securities. For the court's earlier opinion involving an SEC 
   enforcement action against Quan and certain entities he controlled, see 
   SEC v. Quan, 817 F.3d 583 (8th Cir. 2016). Here, an entity called 
   Stewardship Credit Arbitrage entered into a stipulation with the receiver 
   overseeing the distribution of its assets in which it agreed to be bound 
   by the resolution of the SEC's action against Quan; in a second 
   stipulation entered into after the SEC won its action against Quan, 
   Stewardship admitted it had violated the securities laws and agreed to 
   disgorge its assets; the district court then granted the receiver's motion 
   for approval of a distribution plan. On appeal by three preferred 
   investors in Stewardship who objected to entry of judgment against 
   Stewardship in the SEC's enforcement action, the district court did not 
   err in approving the first stipulation between the receiver and the SEC, 
   as the receiver acted within his broad authority to determine that 
   Stewardship should not engage in a separate defense, given the cost of 
   mounting such a defense and the overlap between Quan's defenses and 
   Stewardship's; nor did the court err in approving the second stipulation 
   regarding Stewardship's liability; the district court did not err in 
   approving a pro rata distribution of assets to the investors; by failing 
   to object to the district court's order concerning the shifting of fees 
   and expenses on appeal, the appellants waived the argument.