In re PFM FINANCIAL ADVISORS LLC

UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 101041 / September 17, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22121 
 
 
 
In the Matter of 
 
PFM FINANCIAL ADVISORS LLC,  
 
Respondent. 
 
ORDER INSTITUTING 
ADMINISTRATIVE AND CEASE-
AND-DESIST PROCEEDINGS 
PURSUANT TO SECTIONS 15B AND 
21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, 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 15B and 21C of the Securities Exchange Act of 1934 
(“Exchange Act”) against PFM Financial Advisors LLC (“PFM Financial Advisors” or 
“Respondent”).  
 
II. 
 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (“Offer”) which 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 15B and 21C of the Securities Exchange Act of 1934, Making 
Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth 
below. 
 
III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
 
                                           
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. 
 

 2 
Summary 
 
1. The federal securities laws impose recordkeeping requirements on municipal 
advisors, which are intended to facilitate the Commission’s inspections and examinations of 
municipal advisors and assist the Commission in evaluating a municipal advisor’s compliance with 
the applicable federal securities laws, including the rules of the Municipal Securities Rulemaking 
Board (“MSRB”).  These recordkeeping requirements require, among other things, that municipal 
advisors maintain and preserve all written communications relating to municipal advisory activities 
for at least five years.  
 
2. These proceedings arise out of the failure of PFM Financial Advisors employees, 
including at senior levels, to adhere to these recordkeeping requirements and the firm’s own 
policies.  Using unapproved electronic communication methods, these employees communicated 
with regard to municipal advisory activities both internally and externally by text messages (“off-
channel communications”).   
 
3. From at least July 2020 to January 2024 (the “relevant period”), a number of 
employees of PFM Financial Advisors sent and received off-channel communications relating to 
municipal advisory activities.  PFM Financial Advisors did not maintain or preserve these written 
communications.  PFM Financial Advisors’ failure involved employees at various levels of 
authority, including both municipal advisor representatives and municipal advisor principals.
2
  As a 
result, PFM Financial Advisors violated Section 17(a) of the Exchange Act and Rule 15Ba1-8 
thereunder, and MSRB Rules G-8 and G-9.   
 
4. Some of PFM Financial Advisors’ supervisors, who were responsible for preventing 
this misconduct, themselves failed to comply with these recordkeeping requirements, as well as the 
firm’s own policies, by sending and receiving off-channel communications relating to municipal 
advisory activities.  PFM Financial Advisors failed to implement and maintain a system to supervise 
the municipal advisory activities of the municipal advisor and its associated persons that is 
reasonably designed to achieve compliance with applicable recordkeeping requirements.  As a 
result, PFM Financial Advisors violated MSRB Rule G-44.  By violating MSRB Rules G-8, G-9 
and G-44, PFM Financial Advisors violated Section 15B(c)(1) of the Exchange Act.    
 
Respondent 
 
 5. PFM Financial Advisors LLC is a limited liability company headquartered in 
Philadelphia, Pennsylvania.  PFM Financial Advisors has been registered with the Commission 
                                           
2
  MSRB Rule G-3(d)(i)(A) defines a “municipal advisor representative” to mean a natural person 
associated with a municipal advisor who engages in municipal advisory activities on the municipal 
advisor’s behalf, other than a person performing only clerical, administrative, support or similar 
functions.  MSRB Rule G-3(e)(i) defines a “municipal advisor principal” to mean a natural person 
associated with a municipal advisor who is directly engaged in the management, direction or supervision 
of the municipal advisory activities of the municipal advisor and its associated persons. 
 

 3 
and the MSRB as a municipal advisor since August 2014
3
 and was registered during the relevant 
time period. 
 
                         Recordkeeping Requirements for Municipal Advisors 
 
 6. Section 17(a)(1) of the Exchange Act requires municipal advisors to make and 
keep for prescribed periods such records, furnish such copies thereof, and make and disseminate 
such reports as the Commission, by rule, prescribes as necessary or appropriate in the public 
interest, for the protection of investors, or otherwise in furtherance of the Exchange Act.  
Exchange Act Rule 15Ba1-8 requires that municipal advisors make and keep true, accurate, and 
current originals or copies of all written communications received, and originals or copies of all 
written communications sent, by such municipal advisor relating to municipal advisory activities, 
regardless of the format of such communications, and for such records to be maintained and 
preserved for a period of not less than five years, the first two years in easily accessible places.   
 
 7. MSRB Rule G-8(h)(i) requires municipal advisors to make and keep current all 
books and records described in Exchange Act Rule 15Ba1-8(a)(1)-(8), which includes all written 
communications relating to municipal advisory activities.  MSRB Rule G-9(h)(i) requires the 
municipal advisor to preserve these records for a period of not less than five years.   
 
 8. Section 15B(c)(1) of the Exchange Act prohibits municipal advisors from 
engaging in any act, practice, or course of business that is in contravention of any rule of the 
MSRB. 
 
Policies and Procedures 
 
 9. During the relevant period, PFM Financial Advisors maintained certain policies 
and procedures designed to ensure the maintenance and retention of municipal advisory-related 
records, including electronic communications, in compliance with the relevant recordkeeping 
provisions. 
 
 10. PFM Financial Advisors’ employees were advised that the use of unapproved 
electronic communications methods was not permitted, and that they should limit messaging 
relating to municipal advisory activities to firm email accounts and other specifically approved 
electronic communication methods. 
   
 11. Messages sent through firm-approved communications methods were monitored, 
subject to review, and, when appropriate, archived.  Messages sent through unapproved 
communications methods were not monitored, subject to review or archived. 
 
 12. PFM Financial Advisors had procedures for all employees, including supervisors, 
requiring self-certification of compliance with the electronic communications policies.  PFM 
                                           
3
  PFM Financial Advisors initially registered as Public Finance Management Inc. and subsequently 
converted to PFM Financial Advisors LLC. 

 4 
Financial Advisors did not have processes in place to review, test or modify its reliance on 
employees’ self-certifications.   
 
 13. All of PFM Financial Advisors’ employees that sent or received off-channel 
communications, including supervisors, certified that they were in compliance with the 
electronic communications policies yet did not follow these policies.  PFM Financial Advisors’ 
reliance on employees’ self-certification was not reasonably designed to achieve compliance 
with recordkeeping requirements because it was not reliable absent appropriate follow-up 
measures.  Accordingly, PFM Financial Advisors’ supervisory system was not reasonably 
designed to achieve compliance with recordkeeping requirements. 
 
Recordkeeping Failures 
 
 14. In July 2023, the Commission staff commenced a risk-based initiative to 
investigate whether municipal advisors were properly retaining messages related to municipal 
advisory activities that were sent and/or received by employees using unapproved electronic 
communication methods.  PFM Financial Advisors cooperated with the investigation by 
voluntarily gathering and reviewing messages found on employees’ electronic devices.   
 
 15. The Commission staff’s investigation uncovered off-channel communications at 
all seniority levels of PFM Financial Advisors.  The investigation determined that, during the 
relevant period, a number of PFM Financial Advisors personnel had engaged in off-channel 
communications relating to municipal advisory activities involving both other employees of 
PFM Financial Advisors and external contacts that were not preserved. 
 
 16. For example, a municipal advisor principal at PFM Financial Advisors sent a text 
message to a municipal issuer client advising that if the municipal issuer client did not change 
the final maturity there would be two more months of debt service, but there would also be two 
additional months of interest earnings on the investment of bond proceeds at a favorable rate.  In 
another example, a municipal issuer client sent a text message to a municipal advisor principal at 
PFM Financial Advisors confirming they were engaged, confirming the fee for the engagement, 
and requesting an updated copy of the agreement for advisory services. 
 
Violations 
   
17. As a result of the conduct described above, during the relevant period, PFM 
Financial Advisors willfully
4
 violated Section 17(a) of the Exchange Act and Rule 15Ba1-8 
                                           
4
  “Willfully,” for purposes of imposing relief under Section 15B of the Exchange Act, “‘means no 
more than that the person charged with the duty knows what he is doing.’”  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)).  There is no 
requirement that the actor “also be aware that he is violating one of the Rules or Acts.”  Tager v. SEC, 
344 F.2d 5, 8 (2d Cir. 1965).  The decision in The Robare Group, Ltd. v. SEC, which construed the term 
“willfully” for purposes of a differently structured statutory provision, does not alter that standard.  922 
F.3d 468, 478-79 (D.C. Cir. 2019) (setting forth the showing required to establish that a person has 
 

 5 
thereunder and MSRB Rules G-8 and G-9, which require municipal advisors to make and 
preserve for at least five years originals or copies of all written communications received or sent 
relating to municipal advisory activities.   
 
18.  As a result of the conduct described above, during the relevant period, PFM 
Financial Advisors willfully violated MSRB Rule G-44, which requires municipal advisors to, 
among other things, implement, and maintain a system to supervise the municipal advisory 
activities of the municipal advisor and its associated persons that is reasonably designed to 
achieve compliance with applicable securities laws and regulations, including applicable MSRB 
rules.   
 
19. As a result of PFM Financial Advisors’ willful violations of MSRB Rules G-8, G-
9 and G-44, PFM Financial Advisors willfully violated Section 15B(c)(1) of the Exchange Act, 
which prohibits municipal advisors from making use of the mails or any means or 
instrumentality of interstate commerce to provide advice to or on behalf of a municipal entity or 
obligated person with respect to municipal financial products, the issuance of municipal 
securities, or to undertake a solicitation of a municipal entity or obligated person, in 
contravention of any rule of the MSRB.   
 
Remedial Efforts 
 
 20. In determining to accept the Offer, the Commission considered remedial steps 
promptly undertaken by PFM Financial Advisors and the cooperation afforded the Commission 
staff.  Prior to this action, Respondent enhanced its policies and procedures, and increased training 
concerning the use of approved communications methods and began implementing significant 
changes to the technology available to employees.   
 
Undertakings 
 
 21. In addition, Respondent has undertaken to: 
 
a. Within 180 days of the entry of this Order: (i) establish reasonably designed 
written policies and procedures regarding the preservation of electronic communications;  
(ii) conduct a training of all associated persons who engage in municipal advisory 
activities regarding the preservation of electronic communications, to be provided by a 
person or entity with relevant expertise in the preservation of electronic communications 
and recordkeeping requirements under the Exchange Act, the rules and regulations 
thereunder, and under MSRB Rules; and (iii) establish a program of periodic training of all 
associated persons who engage in municipal advisory activities regarding the preservation 
of electronic communications.  The written policies and procedures should include the 
designation of a municipal advisor principal at Respondent responsible for ensuring 
compliance by Respondent with such policies and procedures and responsible for 
                                           
“willfully omit[ted]” material information from a required disclosure in violation of Section 207 of the 
Advisers Act). 
 

 6 
implementing and maintaining a record (including attendance) of the initial training and the 
periodic training program.  
 
b. Certify, in writing, compliance with the undertakings set forth above.  The 
certification shall: (i) identify the undertakings; (ii) provide written evidence of compliance 
with the undertakings in the form of a narrative; and (iii) be supported by exhibits sufficient 
to demonstrate compliance with the undertakings.  The Commission staff may make 
reasonable requests for further evidence of compliance with the undertakings, and 
Respondent agrees to provide such evidence at the time and in the manner specified by 
Commission staff or advise the Commission staff of any request for further evidence that 
Respondent considers unreasonable.  The certification, written evidence of compliance and 
supporting exhibits shall be submitted to LeeAnn Ghazil Gaunt, Chief, Public Finance 
Abuse Unit, Securities and Exchange Commission, 33 Arch Street, 24
th
 Floor, Boston, MA 
02110, with a copy to the Office of Chief Counsel of the Enforcement Division, no later 
than the one-year anniversary of the date of this order.  
 
c. 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. 
 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions agreed to in Respondent PFM Financial Advisors’ Offer. 
 
 Accordingly, pursuant to Sections 15B and 21C of the Exchange Act, it is hereby 
ORDERED that: 
 
  A. Respondent PFM Financial Advisors cease and desist from committing or 
causing any violations and any future violations of Section 17(a) of the Exchange Act and Rule 
15Ba1-8 thereunder and Section 15B(c)(1) of the Exchange Act and MSRB Rules G-8, G-9 and G-
44.   
 
 B. Respondent PFM Financial Advisors is censured. 
 
C. Respondent PFM Financial Advisors shall comply with the undertakings 
enumerated in paragraph 21 above. 
  
D. Respondent PFM Financial Advisors shall, within 10 days of the entry of this 
Order, pay a civil money penalty in the amount of $250,000 to the Securities and Exchange 
Commission, of which $62,500 shall be transferred to the Municipal Securities Rulemaking Board 
in accordance with Section 15B(c)(9)(A) of the Exchange Act, and of which the remaining 
$187,500 shall be transferred to 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: 

 7 
 
(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 
PFM Financial Advisors LLC 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 LeeAnn 
Ghazil Gaunt, Chief, Public Finance Abuse Unit, Securities and Exchange Commission, Boston 
Regional Office, 33 Arch Street, 24th Floor, Boston, MA 02110. 
 
E. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 
be treated as penalties 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 
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. 101041 / September 17, 2024 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22121 
 

 

 

In the Matter of 
 

PFM FINANCIAL ADVISORS LLC,  
 

Respondent. 
 

ORDER INSTITUTING 

ADMINISTRATIVE AND CEASE-

AND-DESIST PROCEEDINGS 

PURSUANT TO SECTIONS 15B AND 

21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, 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 15B and 21C of the Securities Exchange Act of 1934 

(“Exchange Act”) against PFM Financial Advisors LLC (“PFM Financial Advisors” or 

“Respondent”).  

 

II. 

 

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

of Settlement (“Offer”) which 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 15B and 21C of the Securities Exchange Act of 1934, Making 

Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth 

below. 

 

III. 

 

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

 

                                           
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. 

 



 2 

Summary 

 

1. The federal securities laws impose recordkeeping requirements on municipal 

advisors, which are intended to facilitate the Commission’s inspections and examinations of 

municipal advisors and assist the Commission in evaluating a municipal advisor’s compliance with 

the applicable federal securities laws, including the rules of the Municipal Securities Rulemaking 

Board (“MSRB”).  These recordkeeping requirements require, among other things, that municipal 

advisors maintain and preserve all written communications relating to municipal advisory activities 

for at least five years.  

 

2. These proceedings arise out of the failure of PFM Financial Advisors employees, 

including at senior levels, to adhere to these recordkeeping requirements and the firm’s own 

policies.  Using unapproved electronic communication methods, these employees communicated 

with regard to municipal advisory activities both internally and externally by text messages (“off-

channel communications”).   

 

3. From at least July 2020 to January 2024 (the “relevant period”), a number of 

employees of PFM Financial Advisors sent and received off-channel communications relating to 

municipal advisory activities.  PFM Financial Advisors did not maintain or preserve these written 

communications.  PFM Financial Advisors’ failure involved employees at various levels of 

authority, including both municipal advisor representatives and municipal advisor principals.2  As a 

result, PFM Financial Advisors violated Section 17(a) of the Exchange Act and Rule 15Ba1-8 

thereunder, and MSRB Rules G-8 and G-9.   

 

4. Some of PFM Financial Advisors’ supervisors, who were responsible for preventing 

this misconduct, themselves failed to comply with these recordkeeping requirements, as well as the 

firm’s own policies, by sending and receiving off-channel communications relating to municipal 

advisory activities.  PFM Financial Advisors failed to implement and maintain a system to supervise 

the municipal advisory activities of the municipal advisor and its associated persons that is 

reasonably designed to achieve compliance with applicable recordkeeping requirements.  As a 

result, PFM Financial Advisors violated MSRB Rule G-44.  By violating MSRB Rules G-8, G-9 

and G-44, PFM Financial Advisors violated Section 15B(c)(1) of the Exchange Act.    

 

Respondent 

 

 5. PFM Financial Advisors LLC is a limited liability company headquartered in 

Philadelphia, Pennsylvania.  PFM Financial Advisors has been registered with the Commission 

                                           
2  MSRB Rule G-3(d)(i)(A) defines a “municipal advisor representative” to mean a natural person 

associated with a municipal advisor who engages in municipal advisory activities on the municipal 

advisor’s behalf, other than a person performing only clerical, administrative, support or similar 

functions.  MSRB Rule G-3(e)(i) defines a “municipal advisor principal” to mean a natural person 

associated with a municipal advisor who is directly engaged in the management, direction or supervision 

of the municipal advisory activities of the municipal advisor and its associated persons. 

 



 3 

and the MSRB as a municipal advisor since August 20143 and was registered during the relevant 

time period. 

 

                         Recordkeeping Requirements for Municipal Advisors 

 

 6. Section 17(a)(1) of the Exchange Act requires municipal advisors to make and 

keep for prescribed periods such records, furnish such copies thereof, and make and disseminate 

such reports as the Commission, by rule, prescribes as necessary or appropriate in the public 

interest, for the protection of investors, or otherwise in furtherance of the Exchange Act.  

Exchange Act Rule 15Ba1-8 requires that municipal advisors make and keep true, accurate, and 

current originals or copies of all written communications received, and originals or copies of all 

written communications sent, by such municipal advisor relating to municipal advisory activities, 

regardless of the format of such communications, and for such records to be maintained and 

preserved for a period of not less than five years, the first two years in easily accessible places.   

 

 7. MSRB Rule G-8(h)(i) requires municipal advisors to make and keep current all 

books and records described in Exchange Act Rule 15Ba1-8(a)(1)-(8), which includes all written 

communications relating to municipal advisory activities.  MSRB Rule G-9(h)(i) requires the 

municipal advisor to preserve these records for a period of not less than five years.   

 

 8. Section 15B(c)(1) of the Exchange Act prohibits municipal advisors from 

engaging in any act, practice, or course of business that is in contravention of any rule of the 

MSRB. 

 

Policies and Procedures 

 

 9. During the relevant period, PFM Financial Advisors maintained certain policies 

and procedures designed to ensure the maintenance and retention of municipal advisory-related 

records, including electronic communications, in compliance with the relevant recordkeeping 

provisions. 

 

 10. PFM Financial Advisors’ employees were advised that the use of unapproved 

electronic communications methods was not permitted, and that they should limit messaging 

relating to municipal advisory activities to firm email accounts and other specifically approved 

electronic communication methods. 

   

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

subject to review, and, when appropriate, archived.  Messages sent through unapproved 

communications methods were not monitored, subject to review or archived. 

 

 12. PFM Financial Advisors had procedures for all employees, including supervisors, 

requiring self-certification of compliance with the electronic communications policies.  PFM 

                                           
3  PFM Financial Advisors initially registered as Public Finance Management Inc. and subsequently 

converted to PFM Financial Advisors LLC. 



 4 

Financial Advisors did not have processes in place to review, test or modify its reliance on 

employees’ self-certifications.   

 

 13. All of PFM Financial Advisors’ employees that sent or received off-channel 

communications, including supervisors, certified that they were in compliance with the 

electronic communications policies yet did not follow these policies.  PFM Financial Advisors’ 

reliance on employees’ self-certification was not reasonably designed to achieve compliance 

with recordkeeping requirements because it was not reliable absent appropriate follow-up 

measures.  Accordingly, PFM Financial Advisors’ supervisory system was not reasonably 

designed to achieve compliance with recordkeeping requirements. 

 

Recordkeeping Failures 

 

 14. In July 2023, the Commission staff commenced a risk-based initiative to 

investigate whether municipal advisors were properly retaining messages related to municipal 

advisory activities that were sent and/or received by employees using unapproved electronic 

communication methods.  PFM Financial Advisors cooperated with the investigation by 

voluntarily gathering and reviewing messages found on employees’ electronic devices.   

 

 15. The Commission staff’s investigation uncovered off-channel communications at 

all seniority levels of PFM Financial Advisors.  The investigation determined that, during the 

relevant period, a number of PFM Financial Advisors personnel had engaged in off-channel 

communications relating to municipal advisory activities involving both other employees of 

PFM Financial Advisors and external contacts that were not preserved. 

 

 16. For example, a municipal advisor principal at PFM Financial Advisors sent a text 

message to a municipal issuer client advising that if the municipal issuer client did not change 

the final maturity there would be two more months of debt service, but there would also be two 

additional months of interest earnings on the investment of bond proceeds at a favorable rate.  In 

another example, a municipal issuer client sent a text message to a municipal advisor principal at 

PFM Financial Advisors confirming they were engaged, confirming the fee for the engagement, 

and requesting an updated copy of the agreement for advisory services. 

 

Violations 

   

17. As a result of the conduct described above, during the relevant period, PFM 

Financial Advisors willfully4 violated Section 17(a) of the Exchange Act and Rule 15Ba1-8 

                                           
4  “Willfully,” for purposes of imposing relief under Section 15B of the Exchange Act, “‘means no 

more than that the person charged with the duty knows what he is doing.’”  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)).  There is no 

requirement that the actor “also be aware that he is violating one of the Rules or Acts.”  Tager v. SEC, 

344 F.2d 5, 8 (2d Cir. 1965).  The decision in The Robare Group, Ltd. v. SEC, which construed the term 

“willfully” for purposes of a differently structured statutory provision, does not alter that standard.  922 

F.3d 468, 478-79 (D.C. Cir. 2019) (setting forth the showing required to establish that a person has 

 



 5 

thereunder and MSRB Rules G-8 and G-9, which require municipal advisors to make and 

preserve for at least five years originals or copies of all written communications received or sent 

relating to municipal advisory activities.   

 

18.  As a result of the conduct described above, during the relevant period, PFM 

Financial Advisors willfully violated MSRB Rule G-44, which requires municipal advisors to, 

among other things, implement, and maintain a system to supervise the municipal advisory 

activities of the municipal advisor and its associated persons that is reasonably designed to 

achieve compliance with applicable securities laws and regulations, including applicable MSRB 

rules.   

 

19. As a result of PFM Financial Advisors’ willful violations of MSRB Rules G-8, G-

9 and G-44, PFM Financial Advisors willfully violated Section 15B(c)(1) of the Exchange Act, 

which prohibits municipal advisors from making use of the mails or any means or 

instrumentality of interstate commerce to provide advice to or on behalf of a municipal entity or 

obligated person with respect to municipal financial products, the issuance of municipal 

securities, or to undertake a solicitation of a municipal entity or obligated person, in 

contravention of any rule of the MSRB.   

 

Remedial Efforts 

 

 20. In determining to accept the Offer, the Commission considered remedial steps 

promptly undertaken by PFM Financial Advisors and the cooperation afforded the Commission 

staff.  Prior to this action, Respondent enhanced its policies and procedures, and increased training 

concerning the use of approved communications methods and began implementing significant 

changes to the technology available to employees.   

 

Undertakings 

 

 21. In addition, Respondent has undertaken to: 

 

a. Within 180 days of the entry of this Order: (i) establish reasonably designed 

written policies and procedures regarding the preservation of electronic communications;  

(ii) conduct a training of all associated persons who engage in municipal advisory 

activities regarding the preservation of electronic communications, to be provided by a 

person or entity with relevant expertise in the preservation of electronic communications 

and recordkeeping requirements under the Exchange Act, the rules and regulations 

thereunder, and under MSRB Rules; and (iii) establish a program of periodic training of all 

associated persons who engage in municipal advisory activities regarding the preservation 

of electronic communications.  The written policies and procedures should include the 

designation of a municipal advisor principal at Respondent responsible for ensuring 

compliance by Respondent with such policies and procedures and responsible for 

                                           
“willfully omit[ted]” material information from a required disclosure in violation of Section 207 of the 

Advisers Act). 

 



 6 

implementing and maintaining a record (including attendance) of the initial training and the 

periodic training program.  

 

b. Certify, in writing, compliance with the undertakings set forth above.  The 

certification shall: (i) identify the undertakings; (ii) provide written evidence of compliance 

with the undertakings in the form of a narrative; and (iii) be supported by exhibits sufficient 

to demonstrate compliance with the undertakings.  The Commission staff may make 

reasonable requests for further evidence of compliance with the undertakings, and 

Respondent agrees to provide such evidence at the time and in the manner specified by 

Commission staff or advise the Commission staff of any request for further evidence that 

Respondent considers unreasonable.  The certification, written evidence of compliance and 

supporting exhibits shall be submitted to LeeAnn Ghazil Gaunt, Chief, Public Finance 

Abuse Unit, Securities and Exchange Commission, 33 Arch Street, 24th Floor, Boston, MA 

02110, with a copy to the Office of Chief Counsel of the Enforcement Division, no later 

than the one-year anniversary of the date of this order.  

 

c. 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. 

 

IV. 
 

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

impose the sanctions agreed to in Respondent PFM Financial Advisors’ Offer. 

 

 Accordingly, pursuant to Sections 15B and 21C of the Exchange Act, it is hereby 

ORDERED that: 
 

  A. Respondent PFM Financial Advisors cease and desist from committing or 

causing any violations and any future violations of Section 17(a) of the Exchange Act and Rule 

15Ba1-8 thereunder and Section 15B(c)(1) of the Exchange Act and MSRB Rules G-8, G-9 and G-

44.   
 

 B. Respondent PFM Financial Advisors is censured. 
 

C. Respondent PFM Financial Advisors shall comply with the undertakings 

enumerated in paragraph 21 above. 

  

D. Respondent PFM Financial Advisors shall, within 10 days of the entry of this 

Order, pay a civil money penalty in the amount of $250,000 to the Securities and Exchange 

Commission, of which $62,500 shall be transferred to the Municipal Securities Rulemaking Board 

in accordance with Section 15B(c)(9)(A) of the Exchange Act, and of which the remaining 

$187,500 shall be transferred to 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: 



 7 

 

(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 

PFM Financial Advisors LLC 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 LeeAnn 

Ghazil Gaunt, Chief, Public Finance Abuse Unit, Securities and Exchange Commission, Boston 

Regional Office, 33 Arch Street, 24th Floor, Boston, MA 02110. 
 

E. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 

be treated as penalties 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 

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  

http://www.sec.gov/about/offices/ofm.htm

	20. In determining to accept the Offer, the Commission considered remedial steps promptly undertaken by PFM Financial Advisors and the cooperation afforded the Commission staff.  Prior to this action, Respondent enhanced its policies and procedures, ...
	Undertakings
	21. In addition, Respondent has undertaken to:
	a. Within 180 days of the entry of this Order: (i) establish reasonably designed written policies and procedures regarding the preservation of electronic communications;  (ii) conduct a training of all associated persons who engage in municipal adviso...
	b. Certify, in writing, compliance with the undertakings set forth above.  The certification shall: (i) identify the undertakings; (ii) provide written evidence of compliance with the undertakings in the form of a narrative; and (iii) be supported by ...
	c. 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 ...
	IV.