In re Stifel

 
UNITED STATES OF AMERICA 
 Before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 101144 / September 24, 2024 
 
INVESTMENT ADVISERS ACT OF 1940 
Release No. 6722 / September 24, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22168 
 
 
In the Matter of 
 
    Stifel, Nicolaus & Company, Inc., 
 
Respondent. 
ORDER INSTITUTING 
ADMINISTRATIVE AND CEASE-
AND-DESIST PROCEEDINGS, 
PURSUANT TO SECTIONS 15(b) AND 
21C OF THE SECURITIES 
EXCHANGE ACT OF 1934 AND 
SECTIONS 203(e) AND 203(k) OF THE 
INVESTMENT ADVISERS ACT OF 
1940, MAKING FINDINGS, AND 
IMPOSING REMEDIAL SANCTIONS 
AND A CEASE-AND-DESIST ORDER 
 
I. 
 The Securities and Exchange Commission (“Commission”) deems it appropriate and in 
the public interest that public administrative and cease-and-desist proceedings be, and hereby 
are, instituted pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 
(“Exchange Act”) and pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 
1940 (“Advisers Act”) against Stifel, Nicolaus & Company, Inc. (“Stifel” or “Respondent”). 
 
II. 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (“Offer”) that the Commission has determined to accept.  Respondent admits the 
facts set forth in Section III below, acknowledges that its conduct violated the federal securities 
laws, admits the Commission’s jurisdiction over it and the subject matter of these proceedings, and 
consents to the entry of this Order Instituting Administrative and Cease-and-Desist Proceedings, 
Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 and Sections 203(e) 
and 203(k) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial 
Sanctions and a Cease-and-Desist Order (“Order”), as set forth below.   
 

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III. 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
 
Summary 
1. The federal securities laws impose recordkeeping requirements on broker-dealers 
and registered investment advisers to ensure that they responsibly discharge their crucial role in 
our markets.  The Commission has long said that compliance with these requirements is essential 
to investor protection and the Commission’s efforts to further its mandate of protecting investors, 
maintaining fair, orderly, and efficient markets, and facilitating capital formation. 
2. These proceedings arise out of the widespread and longstanding failure of Stifel’s 
personnel, including at senior levels, to adhere to certain of these essential requirements and 
Stifel’s own policies and procedures.  Using their personal devices, these personnel 
communicated both internally and externally by text messages and/or other unapproved written 
communications platforms, such as WhatsApp (“off-channel communications”). 
3. From at least January 2020 (the “Relevant Period”), Stifel personnel sent and 
received off-channel communications that related to its broker-dealer business.  Additionally, 
during the Relevant Period, Stifel personnel sent and received off-channel communications 
related to the investment adviser’s receipt, disbursement or delivery of funds or securities.  Stifel 
did not maintain or preserve the substantial majority of these written communications.  Stifel’s 
failure was firm-wide and involved personnel at various levels of authority.  As a result, Stifel 
violated Section 17(a) of the Exchange Act and Rule 17a-4(b)(4) thereunder, and Section 204 of 
the Advisers Act and Rule 204-2(a)(7) thereunder.  
4. Stifel’s supervisors, who were responsible for supervising junior personnel, 
routinely communicated off-channel using their personal devices.  In fact, senior personnel 
responsible for supervising junior personnel themselves failed to comply with Stifel’s policies 
and procedures by communicating, through non-approved methods, on their personal devices 
about Respondent’s business. 
5. Stifel’s widespread failure to implement its policies and procedures that prohibit 
such communications led to its failure to reasonably supervise its personnel within the meaning 
of Section 15(b)(4)(E) of the Exchange Act and Section 203(e)(6) of the Advisers Act. 
6. During the Relevant Period, Stifel received and responded to Commission 
subpoenas for documents and records requests in various Commission investigations.  As a 
result, Stifel’s recordkeeping failures likely impacted the Commission’s ability to carry out its 
regulatory functions and investigate violations of the federal securities laws across these 
investigations.   
 
 
1
  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 
binding on any other person or entity in this or any other proceeding.  

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7. The Commission staff uncovered Stifel’s misconduct after commencing a risk-
based initiative to investigate the use of off-channel and unpreserved communications at broker-
dealers and registered investment advisers.  Stifel has initiated a review of its recordkeeping 
failures and begun a program of remediation.  As set forth in the Undertakings below, Stifel will 
retain an independent compliance consultant to review and assess Stifel’s remedial steps relating 
to its recordkeeping practices, policies and procedures, related supervisory practices, and 
employment actions. 
Respondent 
8. Stifel, Nicolaus & Company, Inc. is a Delaware corporation with its principal 
office in St. Louis, Missouri.  Stifel has been registered with the Commission as a broker-dealer 
since 1936 and as an investment adviser since 1975. 
 
Recordkeeping Requirements Under the Exchange Act and Advisers Act 
9. Section 17(a)(1) of the Exchange Act and Section 204 of the Advisers Act 
authorize the Commission to issue rules requiring, respectively, broker-dealers and investment 
advisers, to make and keep for prescribed periods, and furnish copies of, such records as 
necessary or appropriate in the public interest, for the protection of investors, or, with respect to 
the Exchange Act, otherwise in furtherance of the purposes of the Exchange Act.  
 
10. The Commission adopted Rule 17a-4 under the Exchange Act and Rule 204-2 
under the Advisers Act pursuant to this authority.  These rules specify the manner and length of 
time that the records made in accordance with Commission rules, and certain other records made 
by broker-dealers or investment advisers, must be maintained and produced promptly to 
Commission representatives. 
 
11. The rules adopted under Section 17(a)(1) of the Exchange Act, including  
Rule 17a-4(b)(4), require that broker-dealers preserve for at least three years, the first two years 
in an easily accessible place, originals of all communications received and copies of all 
communications sent relating to the broker-dealer’s business as such.  These rules impose 
minimum recordkeeping requirements that are based on standards a prudent broker-dealer should 
follow in the normal course of business.  
 
12. The Commission previously has stated that these and other recordkeeping 
requirements “are an integral part of the investor protection function of the Commission, and 
other securities regulators, in that the preserved records are the primary means of monitoring 
compliance with applicable securities laws, including antifraud provisions and financial 
responsibility standards.”  Commission Guidance to Broker-Dealers on the Use of Electronic 
Storage Media under the Electronic Signatures in Global and National Commerce Act of 2000 
with Respect to Rule 17a-4(f), 17 C.F.R. Part 241, Exchange Act Rel. No. 44238 (May 1, 2001). 
13. The rules adopted under Section 204 of the Advisers Act, including Rule 204-
2(a)(7), require that investment advisers preserve for at least five years in an easily accessible 
place, the first two years in an appropriate office of the investment adviser, originals of all written 
communications received and copies of all written communications sent relating to, among other 

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things: (a) any recommendation made or proposed to be made and any advice given or proposed to 
be given; (b) any receipt, disbursement or delivery of funds or securities; (c) the placing or 
execution of any order to purchase or sell any security; or (d) predecessor performance and the 
performance or rate of return of any or all managed accounts, portfolios, or securities 
recommendations. 
 
Respondent’s Policies and Procedures 
14. Stifel maintained certain policies and procedures designed to ensure the retention 
of business-related records, including electronic communications, in compliance with the 
relevant recordkeeping provisions.   
15. Stifel’s personnel were advised that the use of unapproved electronic 
communications methods, including on their personal devices, was not permitted, and they 
should not use personal email, chats or text messaging applications for business purposes, or 
forward work-related communications to unapproved applications on their personal devices.  
16. Messages sent through firm-approved communications methods were monitored, 
subject to review, and archived.  Messages sent through unapproved communications methods, 
such as WhatsApp or other unapproved applications on personal devices, were not monitored, 
subject to review or archived. 
17. Stifel conducted trainings for its personnel, which were designed to address the 
firm’s supervision of its personnel and adherence to Stifel’s books and recordkeeping 
requirements.  The policies and related trainings notified personnel that electronic 
communications on approved platforms were subject to surveillance by Stifel.  Stifel had 
procedures for all personnel, including supervisors, requiring annual self-attestations of 
compliance.  
18. Stifel failed to implement a system reasonably expected to determine whether all 
personnel, including supervisors, were following Stifel’s policies and procedures.  While 
permitting personnel to use approved communications methods for business communications, 
Stifel failed to implement sufficient monitoring to ensure that its recordkeeping and 
communications policies were being followed.  
Respondent’s Recordkeeping Failures Across the Brokerage and Investment Advisory 
Businesses 
19. In September 2021, the Commission staff commenced a risk-based initiative to 
investigate whether registrants were properly retaining business-related messages sent and 
received on personal devices.  Stifel cooperated with the investigation by voluntarily 
interviewing a sampling of senior personnel from Stifel, and gathering and reviewing messages 
found on the individuals’ personal devices.  These personnel included senior leadership, such as 
managing directors and desk heads.  
20. The Commission staff’s investigation uncovered pervasive off-channel 
communications at various seniority levels within Stifel.  The investigation determined that 

5 
nearly all broker-dealer and investment adviser personnel sampled had engaged in at least some 
level of off-channel communications that were records required to be preserved by Stifel under 
the Exchange Act and/or Advisers Act.  
21. Overall, Stifel personnel sent and received numerous off-channel 
communications, involving other personnel, Stifel’s brokerage customers, and/or other 
participants in the securities industry.  Within Stifel, significant numbers of executives and heads 
of desks participated in off-channel communications. 
22. During the Relevant Period, Stifel personnel sent and received off-channel 
messages that concerned its broker-dealer business. 
23. For example, a Stifel desk head exchanged numerous off-channel business-related 
text messages with at least 15 Stifel colleagues and about 10 brokerage customers, investors, or 
other market participants.  Within Stifel, the desk head communicated with managing directors, 
global heads, and a junior employee under their supervision.  These messages related to the 
broker-dealer’s business as such.  
24. In addition, an executive within Stifel exchanged numerous off-channel business-
related text messages with six Stifel colleagues and one brokerage customer, investor, or other 
market participant.  Within Stifel, the individual communicated with financial advisors and a 
global head.  These messages related to the broker-dealer’s business as such. 
25. During the Relevant Period, Stifel personnel also sent and received off-channel 
text messages subject to the recordkeeping requirements of Advisers Act Rule 204-2 because 
they related to the investment adviser’s receipt, disbursement, or delivery of funds or securities.   
26. For example, in several off-channel text message exchanges, different Stifel 
investment adviser representatives communicated with colleagues concerning the receipt of 
funds from clients.   
Respondent’s Failure to Preserve Required Records Potentially 
Compromised and Delayed Commission Matters 
27. During the Relevant Period, Stifel received and responded to Commission  
subpoenas for documents and records requests in various Commission investigations.  By failing 
to maintain and preserve required records relating to its broker-dealer and investment adviser 
businesses, Stifel likely deprived the Commission of these off-channel communications in 
various investigations. 
 

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Respondent’s Violations and Failure to Supervise 
28. As a result of the conduct described above, Stifel willfully
2
 violated Section 17(a) 
of the Exchange Act and Rule 17a-4(b)(4) thereunder.   
29. As a result of the conduct described above, Stifel failed reasonably to supervise its 
personnel with a view to preventing or detecting certain of its supervised persons’ aiding and 
abetting violations of Section 17(a) of the Exchange Act and Rule 17a-4(b)(4) thereunder, within 
the meaning of Section 15(b)(4)(E) of the Exchange Act.  
30. As a result of the conduct described above, Stifel willfully violated Section 204 of 
the Advisers Act and Rule 204-2(a)(7) thereunder. 
31. As a result of the conduct described above, Stifel failed reasonably to supervise its 
personnel with a view to preventing or detecting certain of its supervised persons’ aiding and 
abetting violations of Section 204 of the Advisers Act and Rule 204-2(a)(7) thereunder, within 
the meaning of Section 203(e)(6) of the Advisers Act. 
Respondent’s Efforts to Comply 
32. In determining to accept the Offers, the Commission considered steps promptly 
undertaken and cooperation afforded the Commission staff by Stifel.  Prior to and after being 
approached by the Commission Staff, Stifel enhanced its policies and procedures, increased 
training concerning the use of approved communications methods, and began implementing 
significant changes to the technology available to personnel.  This included providing some of its 
personnel with firm-issued devices or other firm-approved applications, thereby making approved 
channels more readily available.  
Undertakings 
 Respondent has undertaken to: 
 
33. Independent Compliance Consultant. 
a.  Respondent shall retain, within thirty (30) days of the entry of this Order, the 
services of an independent compliance consultant (“Compliance Consultant”) that is not 
unacceptable to the Commission staff.  The Compliance Consultant’s compensation and 
expenses shall be borne exclusively by Respondent. 
 
b.  Respondent will oversee the work of the Compliance Consultant. 
 
 
2
  “Willfully,” for purposes of imposing relief under Section 15(b) of the Exchange Act and 
Section 203(e) of the Advisers Act, “‘means no more than that the person charged with the duty 
knows what he is doing.’”  See Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir 2000) (quoting 
Hughes v. SEC, 174 F.2d 969, 977 (D.C. Cir. 1949)).   

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c.  Respondent shall provide to the Commission staff, within sixty (60) days of the 
entry of this Order, a copy of the engagement letter detailing the Compliance 
Consultant’s responsibilities, which shall include a comprehensive compliance review as 
described below.  Respondent shall require that, within ninety (90) days of the date of the 
engagement letter, the Compliance Consultant conduct: 
 
i.  A comprehensive review of Respondent’s supervisory, compliance, and 
other policies and procedures designed to ensure that Respondent’s electronic 
communications, including those found on personal electronic devices, including 
without limitation, cellular phones (“Personal Devices”), are preserved in 
accordance with the requirements of the federal securities laws. 
 
ii.  A comprehensive review of training conducted by Respondent to 
ensure personnel are complying with the requirements regarding the preservation 
of electronic communications, including those found on Personal Devices, in 
accordance with the requirements of the federal securities laws, including by 
ensuring that Respondent’s personnel certify in writing on a quarterly basis that 
they are complying with preservation requirements.  
 
iii.  An assessment of the surveillance program measures implemented by 
Respondent to ensure compliance, on an ongoing basis, with the requirements 
found in the federal securities laws to preserve electronic communications, 
including those found on Personal Devices. 
 
iv.  An assessment of the technological solutions that Respondent has 
begun implementing to meet the record retention requirements of the federal 
securities laws, including an assessment of the likelihood that Respondent 
personnel will use the technological solutions going forward and a review of the 
measures employed by Respondent to track employee usage of new technological 
solutions.  
 
v.  An assessment of the measures used by Respondent to prevent the use 
of unauthorized communications methods for business communications by 
personnel.  This assessment should include, but not be limited to, a review of 
Respondent’s policies and procedures to ascertain if they provide for any 
significant technology and/or behavioral restrictions that help prevent the risk of 
the use of unapproved communications methods on Personal Devices (e.g., 
trading floor restrictions).   
 
vi.  A review of Respondent’s electronic communications surveillance 
routines to ensure that electronic communications through approved 
communications methods found on Personal Devices are incorporated into 
Respondent’s overall communications surveillance program.   
 
vii.  A comprehensive review of the framework adopted by Respondent to 
address instances of non-compliance by Respondent’s personnel with 

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Respondent’s policies and procedures concerning the use of Personal Devices to 
communicate about firm business in the past.  This review shall include a survey 
of how Respondent determined which personnel failed to comply with 
Respondent’s policies and procedures, the corrective action carried out, an 
evaluation of who violated the policies and procedures and why, what penalties 
were imposed, and whether penalties were handed out consistently across 
business lines and seniority levels.   
 
d.  Respondent shall require that, within forty-five (45) days after completion of 
the review set forth in sub-paragraphs 33.c.i. through c.vii. above, the Compliance 
Consultant shall submit a detailed written report of its findings to Respondent and to the 
Commission staff (the “Report”).  Respondent shall require that the Report include a 
description of the review performed, the names of the individuals who performed the 
review, the conclusions reached, the Compliance Consultant’s recommendations for 
changes in or improvements to Respondent’s policies and procedures, and a summary of 
the plan for implementing the recommended changes in or improvements to 
Respondent’s policies and procedures. 
 
e.  Respondent shall adopt all recommendations contained in the Report within 
ninety (90) days of the date of the Report; provided, however, that within forty-five (45) 
days after the date of the Report, Respondent shall advise the Compliance Consultant and 
the Commission staff in writing of any recommendations that Respondent considers to be 
unduly burdensome, impractical, or inappropriate.  With respect to any recommendation 
that Respondent considers unduly burdensome, impractical, or inappropriate, Respondent 
need not adopt such recommendation at that time, but shall propose in writing an 
alternative policy, procedure, or disclosure designed to achieve the same objective or 
purpose. 
 
f.  As to any recommendation concerning Respondent’s policies or procedures on 
which Respondent and the Compliance Consultant do not agree, Respondent and the 
Compliance Consultant shall attempt in good faith to reach an agreement within sixty 
(60) days after the date of the Report.  Within fifteen (15) days after the conclusion of the 
discussion and evaluation by Respondent and the Compliance Consultant, Respondent 
shall require that the Compliance Consultant inform Respondent and the Commission 
staff in writing of the Compliance Consultant’s final determination concerning any 
recommendation that Respondent considers to be unduly burdensome, impractical, or 
inappropriate.  Respondent shall abide by the determinations of the Compliance 
Consultant and, within sixty (60) days after final agreement between Respondent and the 
Compliance Consultant or final determination by the Compliance Consultant, whichever 
occurs first, Respondent shall adopt and implement all of the recommendations that the 
Compliance Consultant deems appropriate. 
 
g.  Respondent shall cooperate fully with the Compliance Consultant and shall 
provide the Compliance Consultant with access to such of Respondent’s files, books, 
records, and personnel as are reasonably requested by the Compliance Consultant for 
review. 

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h.  Respondent shall not have the authority to terminate the Compliance 
Consultant or substitute another compliance consultant for the initial Compliance 
Consultant, without the prior written approval of the Commission staff.  Respondent shall 
compensate the Compliance Consultant and persons engaged to assist the Compliance 
Consultant for services rendered under this Order at their reasonable and customary rates. 
 
i.  For the period of engagement and for a period of two (2) years from 
completion of the engagement, Respondent shall not (i) retain the Compliance Consultant 
for any other professional services outside of the services described in this Order; (ii) 
enter into any other professional relationship with the Compliance Consultant, including 
any employment, consultant, attorney-client, auditing or other professional relationship; 
or (iii) enter, without prior written consent of the Commission staff, into any such 
professional relationship with any of the Compliance Consultant’s present or former 
affiliates, employers, directors, officers, employees, or agents. 
 
j.  The Report by the Compliance Consultant will likely include confidential 
financial, proprietary, competitive business or commercial information.  Public disclosure 
of the Report could discourage cooperation, impede pending or potential government 
investigations or undermine the objectives of the reporting requirement.  For these 
reasons, among others, the Report and the contents thereof are intended to remain and 
shall remain non-public, except (1) pursuant to court order, (2) as agreed to by the parties 
in writing, (3) to the extent that the Commission determines in its sole discretion that 
disclosure would be in furtherance of the Commission’s discharge of its duties and 
responsibilities, or (4) as otherwise required by law. 
 
34. One-Year Evaluation.  Respondent shall require the Compliance Consultant to 
assess Respondent’s program for the preservation, as required under the federal securities laws, 
of electronic communications, including those found on Personal Devices, commencing one year 
after submitting the Report required by Paragraph 33.d above.  Respondent shall require this 
review to evaluate Respondent’s progress in the areas described in Paragraphs 33.c.i-vii above.  
After this review, Respondent shall require the Compliance Consultant to submit a report (the 
“One Year Report”) to Respondent and the Commission staff and shall ensure that the One Year 
Report includes an updated assessment of Respondent’s respective policies and procedures with 
regard to the preservation of electronic communications (including those found on Personal 
Devices), training, surveillance programs, and technological solutions implemented in the prior 
year period.  
35. Reporting Discipline Imposed.  For two (2) years following the entry of this Order, 
Respondent shall notify the Commission staff as follows upon the imposition of any discipline 
imposed by Respondent, including, but not limited to: written warnings; loss of any pay, bonus, or 
incentive compensation; or the termination of personnel; with respect to any employee found to 
have violated Respondent’s respective policies and procedures concerning the preservation of 
electronic communications, including those found on Personal Devices: at least forty-eight (48) 
hours before the filing of a Form U5, or within ten (10) days of the imposition of other discipline.   

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36. Internal Audit.  In addition to the Compliance Consultant’s review and issuance of 
the One Year Report, Respondent will also have its Internal Audit function conduct a separate 
audit(s) to assess Respondent’s progress in the areas described in Paragraphs 33.c.i-vii above.  
After completion of this audit(s), Respondent shall ensure that Internal Audit submits a report to 
Respondent and to the Commission staff. 
37. Recordkeeping.  Stifel shall preserve, for a period of not less than six (6) years 
from the end of the fiscal year last used, the first two (2) years in an easily accessible place, any 
record of compliance with these undertakings.   
38. Deadlines.  For good cause shown, the Commission staff may extend any of the 
procedural dates relating to the undertakings.  Deadlines for procedural dates shall be counted in 
calendar days, except that if the last day falls on a weekend or federal holiday, the next business 
day shall be considered to be the last day. 
39. Certification.  Respondent shall certify, in writing, compliance with the 
undertakings set forth above.  The certification shall identify the undertakings, provide written 
evidence of compliance in the form of a narrative, and be supported by exhibits sufficient to 
demonstrate compliance.  The Commission staff may make reasonable requests for further 
evidence of compliance, and Respondent agrees to provide such evidence.  The certification and 
supporting material shall be submitted to Alison R. Levine, Assistant Regional Director, 
Division of Enforcement, New York Regional Office, Securities and Exchange Commission, 100 
Pearl Street, Suite 20-100, New York, NY, 10004-2616, or such other person as the Commission 
staff may request, with a copy to the Office of Chief Counsel of the Enforcement Division, no 
later than sixty (60) days from the date of the completion of the undertakings. 
IV. 
 In view of the foregoing, the Commission deems it appropriate and in the public interest 
to impose the sanctions agreed to in Respondent’s Offer. 
 
 Accordingly, pursuant to Sections 15(b) and 21C of the Exchange Act and Sections 
203(e) and 203(k) of the Advisers Act, it is hereby ORDERED that: 
 
A. Stifel shall cease and desist from committing or causing any violations and any 
future violations of Section 17(a) of the Exchange Act and Rule 17a-4 thereunder. 
 
B. Stifel shall cease and desist from committing or causing any violations and any 
future violations of Section 204 of the Advisers Act and Rule 204-2 thereunder. 
 
C. Respondent is censured.  
 
D. Respondent shall comply with the undertakings enumerated in paragraphs 33 to 
39 above. 
  
 E. Respondent shall, within 14 days of the entry of this Order, pay a civil money 
penalty in the amount of $35,000,000 to the Securities and Exchange Commission for transfer to 

11 
the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3).  If 
timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.   
 
 Payment must be made in one of the following ways:   
 
(1) Respondent may transmit payment electronically to the Commission, 
which will provide detailed ACH transfer/Fedwire instructions upon 
request;  
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Stifel as the Respondent in these proceedings, and the file number of these proceedings; a copy 
of the cover letter and check or money order must be sent to Thomas P. Smith, Jr., Associate 
Regional Director, Securities and Exchange Commission, 100 Pearl Street, Suite 20-100, New 
York, New York 10004-2616.   
 
 F. The amount ordered to be paid as a civil money penalty pursuant to this Order 
shall be treated as a penalty paid to the government for all purposes, including all tax purposes.  
To preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related 
Investor Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction 
of any award of compensatory damages by the amount of any part of Respondent’s payment of a 
civil penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants 
such a Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order 
granting the Penalty Offset, notify the Commission’s counsel in this action and pay the amount 
of the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 

12 
deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action”  
means a private damages action brought against Respondent by or on behalf of one or more 
investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
       Secretary 
 
 

UNITED STATES OF AMERICA 

 Before the 

 SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 101144 / September 24, 2024 

 

INVESTMENT ADVISERS ACT OF 1940 

Release No. 6722 / September 24, 2024 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22168 

 

 

In the Matter of 

 

    Stifel, Nicolaus & Company, Inc., 

 

Respondent. 

ORDER INSTITUTING 

ADMINISTRATIVE AND CEASE-

AND-DESIST PROCEEDINGS, 

PURSUANT TO SECTIONS 15(b) AND 

21C OF THE SECURITIES 

EXCHANGE ACT OF 1934 AND 

SECTIONS 203(e) AND 203(k) OF THE 

INVESTMENT ADVISERS ACT OF 

1940, MAKING FINDINGS, AND 

IMPOSING REMEDIAL SANCTIONS 

AND A CEASE-AND-DESIST ORDER 

 

I. 

 The Securities and Exchange Commission (“Commission”) deems it appropriate and in 

the public interest that public administrative and cease-and-desist proceedings be, and hereby 

are, instituted pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 

(“Exchange Act”) and pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 

1940 (“Advisers Act”) against Stifel, Nicolaus & Company, Inc. (“Stifel” or “Respondent”). 

 

II. 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (“Offer”) that the Commission has determined to accept.  Respondent admits the 

facts set forth in Section III below, acknowledges that its conduct violated the federal securities 

laws, admits the Commission’s jurisdiction over it and the subject matter of these proceedings, and 

consents to the entry of this Order Instituting Administrative and Cease-and-Desist Proceedings, 

Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 and Sections 203(e) 

and 203(k) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial 

Sanctions and a Cease-and-Desist Order (“Order”), as set forth below.   

 



2 

III. 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

 

Summary 

1. The federal securities laws impose recordkeeping requirements on broker-dealers 

and registered investment advisers to ensure that they responsibly discharge their crucial role in 

our markets.  The Commission has long said that compliance with these requirements is essential 

to investor protection and the Commission’s efforts to further its mandate of protecting investors, 

maintaining fair, orderly, and efficient markets, and facilitating capital formation. 

2. These proceedings arise out of the widespread and longstanding failure of Stifel’s 

personnel, including at senior levels, to adhere to certain of these essential requirements and 

Stifel’s own policies and procedures.  Using their personal devices, these personnel 

communicated both internally and externally by text messages and/or other unapproved written 

communications platforms, such as WhatsApp (“off-channel communications”). 

3. From at least January 2020 (the “Relevant Period”), Stifel personnel sent and 

received off-channel communications that related to its broker-dealer business.  Additionally, 

during the Relevant Period, Stifel personnel sent and received off-channel communications 

related to the investment adviser’s receipt, disbursement or delivery of funds or securities.  Stifel 

did not maintain or preserve the substantial majority of these written communications.  Stifel’s 

failure was firm-wide and involved personnel at various levels of authority.  As a result, Stifel 

violated Section 17(a) of the Exchange Act and Rule 17a-4(b)(4) thereunder, and Section 204 of 

the Advisers Act and Rule 204-2(a)(7) thereunder.  

4. Stifel’s supervisors, who were responsible for supervising junior personnel, 

routinely communicated off-channel using their personal devices.  In fact, senior personnel 

responsible for supervising junior personnel themselves failed to comply with Stifel’s policies 

and procedures by communicating, through non-approved methods, on their personal devices 

about Respondent’s business. 

5. Stifel’s widespread failure to implement its policies and procedures that prohibit 

such communications led to its failure to reasonably supervise its personnel within the meaning 

of Section 15(b)(4)(E) of the Exchange Act and Section 203(e)(6) of the Advisers Act. 

6. During the Relevant Period, Stifel received and responded to Commission 

subpoenas for documents and records requests in various Commission investigations.  As a 

result, Stifel’s recordkeeping failures likely impacted the Commission’s ability to carry out its 

regulatory functions and investigate violations of the federal securities laws across these 

investigations.   

 

 
1  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 

binding on any other person or entity in this or any other proceeding.  



3 

7. The Commission staff uncovered Stifel’s misconduct after commencing a risk-

based initiative to investigate the use of off-channel and unpreserved communications at broker-

dealers and registered investment advisers.  Stifel has initiated a review of its recordkeeping 

failures and begun a program of remediation.  As set forth in the Undertakings below, Stifel will 

retain an independent compliance consultant to review and assess Stifel’s remedial steps relating 

to its recordkeeping practices, policies and procedures, related supervisory practices, and 

employment actions. 

Respondent 

8. Stifel, Nicolaus & Company, Inc. is a Delaware corporation with its principal 

office in St. Louis, Missouri.  Stifel has been registered with the Commission as a broker-dealer 

since 1936 and as an investment adviser since 1975. 

 

Recordkeeping Requirements Under the Exchange Act and Advisers Act 

9. Section 17(a)(1) of the Exchange Act and Section 204 of the Advisers Act 

authorize the Commission to issue rules requiring, respectively, broker-dealers and investment 

advisers, to make and keep for prescribed periods, and furnish copies of, such records as 

necessary or appropriate in the public interest, for the protection of investors, or, with respect to 

the Exchange Act, otherwise in furtherance of the purposes of the Exchange Act.  

 

10. The Commission adopted Rule 17a-4 under the Exchange Act and Rule 204-2 

under the Advisers Act pursuant to this authority.  These rules specify the manner and length of 

time that the records made in accordance with Commission rules, and certain other records made 

by broker-dealers or investment advisers, must be maintained and produced promptly to 

Commission representatives. 

 

11. The rules adopted under Section 17(a)(1) of the Exchange Act, including  

Rule 17a-4(b)(4), require that broker-dealers preserve for at least three years, the first two years 

in an easily accessible place, originals of all communications received and copies of all 

communications sent relating to the broker-dealer’s business as such.  These rules impose 

minimum recordkeeping requirements that are based on standards a prudent broker-dealer should 

follow in the normal course of business.  

 

12. The Commission previously has stated that these and other recordkeeping 

requirements “are an integral part of the investor protection function of the Commission, and 

other securities regulators, in that the preserved records are the primary means of monitoring 

compliance with applicable securities laws, including antifraud provisions and financial 

responsibility standards.”  Commission Guidance to Broker-Dealers on the Use of Electronic 

Storage Media under the Electronic Signatures in Global and National Commerce Act of 2000 

with Respect to Rule 17a-4(f), 17 C.F.R. Part 241, Exchange Act Rel. No. 44238 (May 1, 2001). 

13. The rules adopted under Section 204 of the Advisers Act, including Rule 204-

2(a)(7), require that investment advisers preserve for at least five years in an easily accessible 

place, the first two years in an appropriate office of the investment adviser, originals of all written 

communications received and copies of all written communications sent relating to, among other 



4 

things: (a) any recommendation made or proposed to be made and any advice given or proposed to 

be given; (b) any receipt, disbursement or delivery of funds or securities; (c) the placing or 

execution of any order to purchase or sell any security; or (d) predecessor performance and the 

performance or rate of return of any or all managed accounts, portfolios, or securities 

recommendations. 

 

Respondent’s Policies and Procedures 

14. Stifel maintained certain policies and procedures designed to ensure the retention 

of business-related records, including electronic communications, in compliance with the 

relevant recordkeeping provisions.   

15. Stifel’s personnel were advised that the use of unapproved electronic 

communications methods, including on their personal devices, was not permitted, and they 

should not use personal email, chats or text messaging applications for business purposes, or 

forward work-related communications to unapproved applications on their personal devices.  

16. Messages sent through firm-approved communications methods were monitored, 

subject to review, and archived.  Messages sent through unapproved communications methods, 

such as WhatsApp or other unapproved applications on personal devices, were not monitored, 

subject to review or archived. 

17. Stifel conducted trainings for its personnel, which were designed to address the 

firm’s supervision of its personnel and adherence to Stifel’s books and recordkeeping 

requirements.  The policies and related trainings notified personnel that electronic 

communications on approved platforms were subject to surveillance by Stifel.  Stifel had 

procedures for all personnel, including supervisors, requiring annual self-attestations of 

compliance.  

18. Stifel failed to implement a system reasonably expected to determine whether all 

personnel, including supervisors, were following Stifel’s policies and procedures.  While 

permitting personnel to use approved communications methods for business communications, 

Stifel failed to implement sufficient monitoring to ensure that its recordkeeping and 

communications policies were being followed.  

Respondent’s Recordkeeping Failures Across the Brokerage and Investment Advisory 

Businesses 

19. In September 2021, the Commission staff commenced a risk-based initiative to 

investigate whether registrants were properly retaining business-related messages sent and 

received on personal devices.  Stifel cooperated with the investigation by voluntarily 

interviewing a sampling of senior personnel from Stifel, and gathering and reviewing messages 

found on the individuals’ personal devices.  These personnel included senior leadership, such as 

managing directors and desk heads.  

20. The Commission staff’s investigation uncovered pervasive off-channel 

communications at various seniority levels within Stifel.  The investigation determined that 



5 

nearly all broker-dealer and investment adviser personnel sampled had engaged in at least some 

level of off-channel communications that were records required to be preserved by Stifel under 

the Exchange Act and/or Advisers Act.  

21. Overall, Stifel personnel sent and received numerous off-channel 

communications, involving other personnel, Stifel’s brokerage customers, and/or other 

participants in the securities industry.  Within Stifel, significant numbers of executives and heads 

of desks participated in off-channel communications. 

22. During the Relevant Period, Stifel personnel sent and received off-channel 

messages that concerned its broker-dealer business. 

23. For example, a Stifel desk head exchanged numerous off-channel business-related 

text messages with at least 15 Stifel colleagues and about 10 brokerage customers, investors, or 

other market participants.  Within Stifel, the desk head communicated with managing directors, 

global heads, and a junior employee under their supervision.  These messages related to the 

broker-dealer’s business as such.  

24. In addition, an executive within Stifel exchanged numerous off-channel business-

related text messages with six Stifel colleagues and one brokerage customer, investor, or other 

market participant.  Within Stifel, the individual communicated with financial advisors and a 

global head.  These messages related to the broker-dealer’s business as such. 

25. During the Relevant Period, Stifel personnel also sent and received off-channel 

text messages subject to the recordkeeping requirements of Advisers Act Rule 204-2 because 

they related to the investment adviser’s receipt, disbursement, or delivery of funds or securities.   

26. For example, in several off-channel text message exchanges, different Stifel 

investment adviser representatives communicated with colleagues concerning the receipt of 

funds from clients.   

Respondent’s Failure to Preserve Required Records Potentially 

Compromised and Delayed Commission Matters 

27. During the Relevant Period, Stifel received and responded to Commission  

subpoenas for documents and records requests in various Commission investigations.  By failing 

to maintain and preserve required records relating to its broker-dealer and investment adviser 

businesses, Stifel likely deprived the Commission of these off-channel communications in 

various investigations. 

 



6 

Respondent’s Violations and Failure to Supervise 

28. As a result of the conduct described above, Stifel willfully2 violated Section 17(a) 

of the Exchange Act and Rule 17a-4(b)(4) thereunder.   

29. As a result of the conduct described above, Stifel failed reasonably to supervise its 

personnel with a view to preventing or detecting certain of its supervised persons’ aiding and 

abetting violations of Section 17(a) of the Exchange Act and Rule 17a-4(b)(4) thereunder, within 

the meaning of Section 15(b)(4)(E) of the Exchange Act.  

30. As a result of the conduct described above, Stifel willfully violated Section 204 of 

the Advisers Act and Rule 204-2(a)(7) thereunder. 

31. As a result of the conduct described above, Stifel failed reasonably to supervise its 

personnel with a view to preventing or detecting certain of its supervised persons’ aiding and 

abetting violations of Section 204 of the Advisers Act and Rule 204-2(a)(7) thereunder, within 

the meaning of Section 203(e)(6) of the Advisers Act. 

Respondent’s Efforts to Comply 

32. In determining to accept the Offers, the Commission considered steps promptly 

undertaken and cooperation afforded the Commission staff by Stifel.  Prior to and after being 

approached by the Commission Staff, Stifel enhanced its policies and procedures, increased 

training concerning the use of approved communications methods, and began implementing 

significant changes to the technology available to personnel.  This included providing some of its 

personnel with firm-issued devices or other firm-approved applications, thereby making approved 

channels more readily available.  

Undertakings 

 Respondent has undertaken to: 

 

33. Independent Compliance Consultant. 

a.  Respondent shall retain, within thirty (30) days of the entry of this Order, the 

services of an independent compliance consultant (“Compliance Consultant”) that is not 

unacceptable to the Commission staff.  The Compliance Consultant’s compensation and 

expenses shall be borne exclusively by Respondent. 

 

b.  Respondent will oversee the work of the Compliance Consultant. 

 

 
2  “Willfully,” for purposes of imposing relief under Section 15(b) of the Exchange Act and 

Section 203(e) of the Advisers Act, “‘means no more than that the person charged with the duty 

knows what he is doing.’”  See Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir 2000) (quoting 

Hughes v. SEC, 174 F.2d 969, 977 (D.C. Cir. 1949)).   



7 

c.  Respondent shall provide to the Commission staff, within sixty (60) days of the 

entry of this Order, a copy of the engagement letter detailing the Compliance 

Consultant’s responsibilities, which shall include a comprehensive compliance review as 

described below.  Respondent shall require that, within ninety (90) days of the date of the 

engagement letter, the Compliance Consultant conduct: 

 

i.  A comprehensive review of Respondent’s supervisory, compliance, and 

other policies and procedures designed to ensure that Respondent’s electronic 

communications, including those found on personal electronic devices, including 

without limitation, cellular phones (“Personal Devices”), are preserved in 

accordance with the requirements of the federal securities laws. 

 

ii.  A comprehensive review of training conducted by Respondent to 

ensure personnel are complying with the requirements regarding the preservation 

of electronic communications, including those found on Personal Devices, in 

accordance with the requirements of the federal securities laws, including by 

ensuring that Respondent’s personnel certify in writing on a quarterly basis that 

they are complying with preservation requirements.  

 

iii.  An assessment of the surveillance program measures implemented by 

Respondent to ensure compliance, on an ongoing basis, with the requirements 

found in the federal securities laws to preserve electronic communications, 

including those found on Personal Devices. 

 

iv.  An assessment of the technological solutions that Respondent has 

begun implementing to meet the record retention requirements of the federal 

securities laws, including an assessment of the likelihood that Respondent 

personnel will use the technological solutions going forward and a review of the 

measures employed by Respondent to track employee usage of new technological 

solutions.  

 

v.  An assessment of the measures used by Respondent to prevent the use 

of unauthorized communications methods for business communications by 

personnel.  This assessment should include, but not be limited to, a review of 

Respondent’s policies and procedures to ascertain if they provide for any 

significant technology and/or behavioral restrictions that help prevent the risk of 

the use of unapproved communications methods on Personal Devices (e.g., 

trading floor restrictions).   

 

vi.  A review of Respondent’s electronic communications surveillance 

routines to ensure that electronic communications through approved 

communications methods found on Personal Devices are incorporated into 

Respondent’s overall communications surveillance program.   

 

vii.  A comprehensive review of the framework adopted by Respondent to 

address instances of non-compliance by Respondent’s personnel with 



8 

Respondent’s policies and procedures concerning the use of Personal Devices to 

communicate about firm business in the past.  This review shall include a survey 

of how Respondent determined which personnel failed to comply with 

Respondent’s policies and procedures, the corrective action carried out, an 

evaluation of who violated the policies and procedures and why, what penalties 

were imposed, and whether penalties were handed out consistently across 

business lines and seniority levels.   

 

d.  Respondent shall require that, within forty-five (45) days after completion of 

the review set forth in sub-paragraphs 33.c.i. through c.vii. above, the Compliance 

Consultant shall submit a detailed written report of its findings to Respondent and to the 

Commission staff (the “Report”).  Respondent shall require that the Report include a 

description of the review performed, the names of the individuals who performed the 

review, the conclusions reached, the Compliance Consultant’s recommendations for 

changes in or improvements to Respondent’s policies and procedures, and a summary of 

the plan for implementing the recommended changes in or improvements to 

Respondent’s policies and procedures. 

 

e.  Respondent shall adopt all recommendations contained in the Report within 

ninety (90) days of the date of the Report; provided, however, that within forty-five (45) 

days after the date of the Report, Respondent shall advise the Compliance Consultant and 

the Commission staff in writing of any recommendations that Respondent considers to be 

unduly burdensome, impractical, or inappropriate.  With respect to any recommendation 

that Respondent considers unduly burdensome, impractical, or inappropriate, Respondent 

need not adopt such recommendation at that time, but shall propose in writing an 

alternative policy, procedure, or disclosure designed to achieve the same objective or 

purpose. 

 

f.  As to any recommendation concerning Respondent’s policies or procedures on 

which Respondent and the Compliance Consultant do not agree, Respondent and the 

Compliance Consultant shall attempt in good faith to reach an agreement within sixty 

(60) days after the date of the Report.  Within fifteen (15) days after the conclusion of the 

discussion and evaluation by Respondent and the Compliance Consultant, Respondent 

shall require that the Compliance Consultant inform Respondent and the Commission 

staff in writing of the Compliance Consultant’s final determination concerning any 

recommendation that Respondent considers to be unduly burdensome, impractical, or 

inappropriate.  Respondent shall abide by the determinations of the Compliance 

Consultant and, within sixty (60) days after final agreement between Respondent and the 

Compliance Consultant or final determination by the Compliance Consultant, whichever 

occurs first, Respondent shall adopt and implement all of the recommendations that the 

Compliance Consultant deems appropriate. 

 

g.  Respondent shall cooperate fully with the Compliance Consultant and shall 

provide the Compliance Consultant with access to such of Respondent’s files, books, 

records, and personnel as are reasonably requested by the Compliance Consultant for 

review. 



9 

 

h.  Respondent shall not have the authority to terminate the Compliance 

Consultant or substitute another compliance consultant for the initial Compliance 

Consultant, without the prior written approval of the Commission staff.  Respondent shall 

compensate the Compliance Consultant and persons engaged to assist the Compliance 

Consultant for services rendered under this Order at their reasonable and customary rates. 

 

i.  For the period of engagement and for a period of two (2) years from 

completion of the engagement, Respondent shall not (i) retain the Compliance Consultant 

for any other professional services outside of the services described in this Order; (ii) 

enter into any other professional relationship with the Compliance Consultant, including 

any employment, consultant, attorney-client, auditing or other professional relationship; 

or (iii) enter, without prior written consent of the Commission staff, into any such 

professional relationship with any of the Compliance Consultant’s present or former 

affiliates, employers, directors, officers, employees, or agents. 

 

j.  The Report by the Compliance Consultant will likely include confidential 

financial, proprietary, competitive business or commercial information.  Public disclosure 

of the Report could discourage cooperation, impede pending or potential government 

investigations or undermine the objectives of the reporting requirement.  For these 

reasons, among others, the Report and the contents thereof are intended to remain and 

shall remain non-public, except (1) pursuant to court order, (2) as agreed to by the parties 

in writing, (3) to the extent that the Commission determines in its sole discretion that 

disclosure would be in furtherance of the Commission’s discharge of its duties and 

responsibilities, or (4) as otherwise required by law. 

 

34. One-Year Evaluation.  Respondent shall require the Compliance Consultant to 

assess Respondent’s program for the preservation, as required under the federal securities laws, 

of electronic communications, including those found on Personal Devices, commencing one year 

after submitting the Report required by Paragraph 33.d above.  Respondent shall require this 

review to evaluate Respondent’s progress in the areas described in Paragraphs 33.c.i-vii above.  

After this review, Respondent shall require the Compliance Consultant to submit a report (the 

“One Year Report”) to Respondent and the Commission staff and shall ensure that the One Year 

Report includes an updated assessment of Respondent’s respective policies and procedures with 

regard to the preservation of electronic communications (including those found on Personal 

Devices), training, surveillance programs, and technological solutions implemented in the prior 

year period.  

35. Reporting Discipline Imposed.  For two (2) years following the entry of this Order, 

Respondent shall notify the Commission staff as follows upon the imposition of any discipline 

imposed by Respondent, including, but not limited to: written warnings; loss of any pay, bonus, or 

incentive compensation; or the termination of personnel; with respect to any employee found to 

have violated Respondent’s respective policies and procedures concerning the preservation of 

electronic communications, including those found on Personal Devices: at least forty-eight (48) 

hours before the filing of a Form U5, or within ten (10) days of the imposition of other discipline.   



10 

36. Internal Audit.  In addition to the Compliance Consultant’s review and issuance of 

the One Year Report, Respondent will also have its Internal Audit function conduct a separate 

audit(s) to assess Respondent’s progress in the areas described in Paragraphs 33.c.i-vii above.  

After completion of this audit(s), Respondent shall ensure that Internal Audit submits a report to 

Respondent and to the Commission staff. 

37. Recordkeeping.  Stifel shall preserve, for a period of not less than six (6) years 

from the end of the fiscal year last used, the first two (2) years in an easily accessible place, any 

record of compliance with these undertakings.   

38. Deadlines.  For good cause shown, the Commission staff may extend any of the 

procedural dates relating to the undertakings.  Deadlines for procedural dates shall be counted in 

calendar days, except that if the last day falls on a weekend or federal holiday, the next business 

day shall be considered to be the last day. 

39. Certification.  Respondent shall certify, in writing, compliance with the 

undertakings set forth above.  The certification shall identify the undertakings, provide written 

evidence of compliance in the form of a narrative, and be supported by exhibits sufficient to 

demonstrate compliance.  The Commission staff may make reasonable requests for further 

evidence of compliance, and Respondent agrees to provide such evidence.  The certification and 

supporting material shall be submitted to Alison R. Levine, Assistant Regional Director, 

Division of Enforcement, New York Regional Office, Securities and Exchange Commission, 100 

Pearl Street, Suite 20-100, New York, NY, 10004-2616, or such other person as the Commission 

staff may request, with a copy to the Office of Chief Counsel of the Enforcement Division, no 

later than sixty (60) days from the date of the completion of the undertakings. 

IV. 

 In view of the foregoing, the Commission deems it appropriate and in the public interest 

to impose the sanctions agreed to in Respondent’s Offer. 

 

 Accordingly, pursuant to Sections 15(b) and 21C of the Exchange Act and Sections 

203(e) and 203(k) of the Advisers Act, it is hereby ORDERED that: 

 

A. Stifel shall cease and desist from committing or causing any violations and any 

future violations of Section 17(a) of the Exchange Act and Rule 17a-4 thereunder. 

 

B. Stifel shall cease and desist from committing or causing any violations and any 

future violations of Section 204 of the Advisers Act and Rule 204-2 thereunder. 

 

C. Respondent is censured.  

 

D. Respondent shall comply with the undertakings enumerated in paragraphs 33 to 

39 above. 

  

 E. Respondent shall, within 14 days of the entry of this Order, pay a civil money 

penalty in the amount of $35,000,000 to the Securities and Exchange Commission for transfer to 



11 

the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3).  If 

timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.   

 

 Payment must be made in one of the following ways:   

 

(1) Respondent may transmit payment electronically to the Commission, 

which will provide detailed ACH transfer/Fedwire instructions upon 

request;  

 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

Stifel as the Respondent in these proceedings, and the file number of these proceedings; a copy 

of the cover letter and check or money order must be sent to Thomas P. Smith, Jr., Associate 

Regional Director, Securities and Exchange Commission, 100 Pearl Street, Suite 20-100, New 

York, New York 10004-2616.   

 

 F. The amount ordered to be paid as a civil money penalty pursuant to this Order 

shall be treated as a penalty paid to the government for all purposes, including all tax purposes.  

To preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related 

Investor Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction 

of any award of compensatory damages by the amount of any part of Respondent’s payment of a 

civil penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants 

such a Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order 

granting the Penalty Offset, notify the Commission’s counsel in this action and pay the amount 

of the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 



12 

deemed an additional civil penalty and shall not be deemed to change the amount of the civil 

penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action”  

means a private damages action brought against Respondent by or on behalf of one or more 

investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding. 

 

 By the Commission. 

 

 

 

Vanessa A. Countryman 

       Secretary 

 

 


	CC_requirements
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