In re Raymond James &

UNITED STATES OF AMERICA  
Before the  
SECURITIES AND EXCHANGE COMMISSION 
SECURITIES EXCHANGE ACT OF 1934  
Release No. 100705 / August 14, 2024 
INVESTMENT ADVISERS ACT OF 1940  
Release No. 6655 / August 14, 2024 
ADMINISTRATIVE PROCEEDING 
File No. 3-22002 
In the Matter of 
Raymond James & 
Associates, 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 Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 
(“Advisers Act”) against Raymond James & Associates, Inc. (“Raymond James” 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
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 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 
Raymond James personnel throughout the firm, including at senior levels, to adhere to certain of 
these essential requirements and the firm’s own policies.  Using their personal devices, these 
personnel communicated both internally and externally by text messages and/or other 
unapproved written communications platforms (“off-channel communications”). 
3. From at least June 2019 (the “Relevant Period”), Raymond James personnel sent 
and received off-channel communications that were records required to be maintained under 
Exchange Act Rule 17a-4(b)(4) and/or Advisers Act Rule 204-2(a)(7).  Respondent did not 
maintain or preserve the substantial majority of these written communications.  Respondent’s 
failures were firm-wide and involved personnel at various levels of authority throughout the 
organization.  As a result, Raymond James 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. Raymond James’s widespread failure to implement a system reasonably expected 
to determine whether personnel were following its policies and procedures that prohibit off-
channel 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. 
5. During the Relevant Period, Raymond James received and responded to 
Commission subpoenas for documents and/or records requests in a number of Commission 
investigations.  As a result, Raymond James’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. 
6. Commission staff found Raymond James’s misconduct after commencing a risk-
based initiative to investigate the use of off-channel and unpreserved communications at 
investment advisers.  Raymond James has initiated a review of its recordkeeping failures and 
begun a program of remediation.  As set forth in the Undertakings below, Raymond James will 
retain an independent compliance consultant to review and assess Raymond James’s remedial 
steps relating to its recordkeeping practices, policies and procedures, related supervisory 
practices, and employment actions. 
 
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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Respondent 
7. Raymond James & Associates, Inc. is a Florida corporation with its principal 
office in St. Petersburg, Florida, and has been registered with the Commission as a broker-dealer 
since 1962 and as an investment adviser since 1974.  It is a wholly owned subsidiary of 
Raymond James Financial, Inc., a company headquartered in St. Petersburg and incorporated in 
Florida. 
Recordkeeping Requirements under the Exchange and Advisers Acts 
8. 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. 
9. 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 created in accordance with Commission rules, and certain other records 
produced by broker-dealers or investment advisers, must be maintained and produced promptly 
to Commission representatives. 
10. The rules adopted under Section 17(a)(1) of the Exchange Act, including Rule 
17a-4(b)(4), require that broker-dealers preserve 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. 
11. 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). 
12. The rules adopted under Advisers Act Section 204, including Advisers Act Rule 
204-2(a)(7), require that investment advisers preserve in an easily accessible place originals of 
all communications received and copies of all written communications sent relating to, among 
other 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. 

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Raymond James’s Policies and Procedures 
13. Raymond James maintained certain policies and procedures designed to ensure 
the retention of business-related records, including electronic communications, in compliance 
with the relevant recordkeeping provisions. 
14. Raymond James personnel were advised that the use of unapproved electronic 
communications methods, including on their personal devices, was not permitted, and that they 
should not use personal email or unapproved chat or text messaging applications for business 
purposes.  Raymond James provided certain of its personnel with access to, and the firm’s 
policies approved the use of, a firm-developed platform for sending and receiving business 
communications via chat or text messages in a compliant manner.  Despite these efforts, 
personnel sent and received business communications by text messages and/or other unapproved 
written communications platforms. 
15. Messages sent through Raymond James’s approved communications methods 
were monitored, subject to review, and, when appropriate, archived.  Messages sent through 
unapproved communications methods, such as unapproved applications on personal devices, 
were not monitored, subject to review, or archived. 
16. Raymond James conducted trainings for its personnel, which were designed to 
address the firm’s supervision of its personnel and adherence to Raymond James’s books and 
recordkeeping requirements.  The policies and related trainings notified personnel that electronic 
communications on approved platforms were subject to surveillance by Raymond James.  
Raymond James also required from its personnel annual attestations of compliance with its 
policies and procedures regarding electronic communications. 
17. Raymond James, however, failed to implement a system of follow-up and review 
reasonably expected to determine whether personnel were following its policies.  While 
permitting its personnel to use approved communications methods, including on personal 
phones, for business communications, Raymond James failed to implement sufficient monitoring 
to ensure that its recordkeeping and communications policies were being followed. 
Raymond James’s Recordkeeping Failures Across Its Brokerage and Investment Advisory 
Businesses 
18. In October 2022, the Commission staff commenced a risk-based initiative to 
investigate whether investment advisers were properly maintaining communications that they 
were required to preserve as records under the Advisers Act.  Raymond James cooperated with 
the investigation by proactively gathering and reviewing communications from the personal 
devices of certain personnel and responding to the staff’s requests for additional information.  
Raymond James also produced, at the request of the Commission staff, off-channel 
communications of a subset of these personnel relating to Raymond James’s investment advisory 
and brokerage businesses.  These personnel included financial advisors and managers, each of 
whom is a supervised person of Raymond James in its capacity both as an investment adviser 
and as a broker-dealer. 

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19. The Commission staff’s investigation found pervasive off-channel 
communications by Raymond James personnel.  The majority of Raymond James personnel 
whose communications were reviewed in the course of the investigation had sent or received off-
channel communications that were records required to be preserved by Raymond James under 
the Advisers Act and/or Exchange Act.  These off-channel communications were sent among 
Raymond James colleagues as well as to and from Raymond James clients and customers. 
20. The investigation found numerous off-channel communications that were records 
required to be preserved under the Exchange Act.  For example, a Raymond James senior 
managing director and their colleague exchanged multiple text messages on an unapproved 
platform concerning a possible trade correction in a customer’s account. 
21. Off-channel communications included records required to be preserved under the 
Advisers Act because they related to an advisory recommendation made or proposed to be made 
or advice given or proposed to be given.  For example, a Raymond James financial advisor 
exchanged text messages on an unapproved platform with a colleague concerning investment 
recommendations.  As another example, a Raymond James financial advisor and their colleague 
exchanged multiple text messages on an unapproved platform concerning investment advice 
given to a client. 
22. Other off-channel communications were records required to be preserved under 
the Advisers Act because they related to the investment adviser’s receipt, disbursement or 
delivery of funds or securities.  For example, a Raymond James financial advisor and a client 
exchanged text messages on an unapproved platform regarding the receipt and deposit of funds. 
23. In addition, the investigation found off-channel communications that were records 
required to be preserved under the Advisers Act because they related to the placing or execution 
of orders to purchase or sell securities.  For example, a Raymond James financial advisor sent a 
senior vice president a text message on an unapproved platform concerning placing or executing 
trades in a client account. 
Raymond James’s Failure to Preserve Required Records Potentially Compromised and 
Delayed Commission Matters 
24. During the Relevant Period, Raymond James received and responded to 
Commission subpoenas for documents and/or records requests in Commission investigations.  
By failing to maintain and preserve required records relating to its businesses, Raymond James 
likely deprived the Commission of these off-channel communications in various investigations. 

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Raymond James’s Violations and Failure to Supervise 
25. As a result of the conduct described above, from at least June 2019 through the 
date of this Order, Raymond James willfully
2
 violated Section 17(a) of the Exchange Act and 
Rule 17a-4(b)(4) thereunder. 
26. As a result of the conduct described above, from at least June 2019 through the 
date of this Order, Raymond James willfully violated Section 204 of the Advisers Act and Rule 
204-2(a)(7) thereunder. 
27. As a result of the conduct described above, Raymond James 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. 
28. As a result of the conduct described above, Raymond James 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. 
Raymond James’s Remedial Efforts 
29. In determining to accept the Offer, the Commission considered steps undertaken 
by Raymond James prior to and after being approached by Commission staff, as well as 
cooperation afforded the Commission staff.  In 2018, prior to being contacted by Commission 
staff, Raymond James started investing in a proprietary on-channel texting application that 
facilitated compliant communications between financial advisors and clients or customers who 
enrolled in the application. 
Undertakings 
30. Prior to this action, Raymond James enhanced its policies and procedures 
concerning the use of approved communications methods, including on personal devices.  In 
addition, Raymond James has undertaken to: 
 
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  “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)).  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 “willfully omit[ted]” material information from a required disclosure in 
violation of Section 207 of the Advisers Act). 

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31. Independent Compliance Consultant. 
a. Raymond James 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 Raymond James. 
b. Raymond James will oversee the work of the Compliance Consultant. 
c. Raymond James 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.  Raymond James shall require that, within ninety (90) days of the date 
of the engagement letter, the Compliance Consultant conduct: 
i. A comprehensive review of Raymond James’s supervisory, 
compliance, and other policies and procedures designed to ensure that Raymond 
James’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 Raymond James 
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 Raymond James 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 Raymond James 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 Raymond James 
has begun implementing to meet the record retention requirements of the federal 
securities laws, including an assessment of the likelihood that Raymond James 
personnel will use the technological solutions going forward and a review of the 
measures employed by Raymond James to track personnel usage of new 
technological solutions. 
v. An assessment of the measures used by Raymond James to prevent 
the use of unauthorized communications methods for business communications 
by its personnel.  This assessment should include, but not be limited to, a review 
of Raymond James’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). 

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vi. A review of Raymond James’s electronic communications 
surveillance routines to ensure that electronic communications through approved 
communications methods found on Personal Devices are incorporated into 
Raymond James’s overall communications surveillance program. 
vii. A comprehensive review of the framework adopted by Raymond 
James to address instances of non-compliance by Raymond James personnel with 
Raymond James’s policies and procedures concerning the use of Personal Devices 
to communicate about Raymond James business in the past.  This review shall 
include a survey of how Raymond James determined which personnel failed to 
comply with Raymond James policies and procedures, the corrective action 
carried out, an evaluation of who violated policies and why, what penalties were 
imposed, and whether penalties were handed out consistently across business 
lines and seniority levels. 
d. Raymond James shall require that, within forty-five (45) days after 
completion of the review set forth in sub-paragraphs c.i. through c.vii. above, the 
Compliance Consultant shall submit a detailed written report of its findings to Raymond 
James and to the Commission staff (the “Report”).  Raymond James 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 Raymond James’s policies and 
procedures, and a summary of the plan for implementing the recommended changes in or 
improvements to Raymond James’s policies and procedures. 
e. Raymond James 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, Raymond James shall advise the Compliance 
Consultant and the Commission staff in writing of any recommendations that Raymond 
James considers to be unduly burdensome, impractical, or inappropriate.  With respect to 
any recommendation that Raymond James considers unduly burdensome, impractical, or 
inappropriate, Raymond James 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 Raymond James’s policies or 
procedures on which Raymond James and the Compliance Consultant do not agree, 
Raymond James 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 Raymond James and the 
Compliance Consultant, Raymond James shall require that the Compliance Consultant 
inform Raymond James and the Commission staff in writing of the Compliance 
Consultant’s final determination concerning any recommendation that Raymond James 
considers to be unduly burdensome, impractical, or inappropriate.  Raymond James shall 
abide by the determinations of the Compliance Consultant and, within sixty (60) days 
after final agreement between Raymond James and the Compliance Consultant or final 
determination by the Compliance Consultant, whichever occurs first, Raymond James 

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shall adopt and implement all of the recommendations that the Compliance Consultant 
deems appropriate. 
g. Raymond James shall cooperate fully with the Compliance Consultant and 
shall provide the Compliance Consultant with access to such of Raymond James’s files, 
books, records, and personnel as are reasonably requested by the Compliance Consultant 
for review. 
h. Raymond James 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.  Raymond James 
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, Raymond James 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 acting in their capacity as 
such. 
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. 
32. One-Year Evaluation.  Raymond James shall require the Compliance Consultant 
to assess Raymond James’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 31.d above.  Raymond James shall 
require this review to evaluate Raymond James’s progress in the areas described in Paragraph 
31.c.i-vii above.  After this review, Raymond James shall require the Compliance Consultant to 
submit a report (the “One Year Report”) to Raymond James and the Commission staff and shall 
ensure that the One Year Report includes an updated assessment of Raymond James’s 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. 

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33. Reporting Discipline Imposed.  For two (2) years following the entry of this 
Order, Raymond James shall notify the Commission staff as follows upon the imposition of any 
discipline imposed by Raymond James, including, but not limited to:  written warnings; loss of 
any pay, bonus, or incentive compensation; or the termination of employment or contract; with 
respect to any personnel found to have violated Raymond James’s 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 U-5, or within ten (10) days of 
the imposition of other discipline. 
34. Internal Audit.  In addition to the Compliance Consultant’s review and issuance 
of the One Year Report, Raymond James will have its Internal Audit function conduct a separate 
audit(s) to assess Raymond James’s progress in the areas described in Paragraph 31.c.i-vii above.  
After completion of this audit(s), Raymond James shall ensure that Internal Audit submits a 
report to Raymond James and to the Commission staff. 
35. Recordkeeping.  Raymond James 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. 
36. 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. 
37. Certification.  Raymond James 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 Thomas P. Smith, Jr., Associate Regional Director, 
Division of Enforcement, Securities and Exchange Commission, New York Regional Office, 100 
Pearl Street, Suite 20-100, New York, NY 10004, 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. Respondent 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. Respondent 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. 

11 
C. Respondent is censured. 
D. Respondent shall comply with the undertakings enumerated in paragraphs 30 to 
37 above. 
E. Respondent shall, within 14 days of the entry of this Order, pay a civil money 
penalty in the amount of $50,000,000 to the Securities and Exchange Commission for transfer 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: 
(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 
Raymond James 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, Division of Enforcement, Securities and Exchange 
Commission, New York Regional Office, 100 Pearl Street, Suite 20-100, New York, NY 10004. 
F. 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 

12 
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. 100705 / August 14, 2024 

INVESTMENT ADVISERS ACT OF 1940  

Release No. 6655 / August 14, 2024 

ADMINISTRATIVE PROCEEDING 

File No. 3-22002 

In the Matter of 

Raymond James & 

Associates, 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 Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 

(“Advisers Act”) against Raymond James & Associates, Inc. (“Raymond James” 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 

Raymond James personnel throughout the firm, including at senior levels, to adhere to certain of 

these essential requirements and the firm’s own policies.  Using their personal devices, these 

personnel communicated both internally and externally by text messages and/or other 

unapproved written communications platforms (“off-channel communications”). 

3. From at least June 2019 (the “Relevant Period”), Raymond James personnel sent 

and received off-channel communications that were records required to be maintained under 

Exchange Act Rule 17a-4(b)(4) and/or Advisers Act Rule 204-2(a)(7).  Respondent did not 

maintain or preserve the substantial majority of these written communications.  Respondent’s 

failures were firm-wide and involved personnel at various levels of authority throughout the 

organization.  As a result, Raymond James 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. Raymond James’s widespread failure to implement a system reasonably expected 

to determine whether personnel were following its policies and procedures that prohibit off-

channel 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. 

5. During the Relevant Period, Raymond James received and responded to 

Commission subpoenas for documents and/or records requests in a number of Commission 

investigations.  As a result, Raymond James’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. 

6. Commission staff found Raymond James’s misconduct after commencing a risk-

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

investment advisers.  Raymond James has initiated a review of its recordkeeping failures and 

begun a program of remediation.  As set forth in the Undertakings below, Raymond James will 

retain an independent compliance consultant to review and assess Raymond James’s remedial 

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

practices, and employment actions. 

 
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 

Respondent 

7. Raymond James & Associates, Inc. is a Florida corporation with its principal 

office in St. Petersburg, Florida, and has been registered with the Commission as a broker-dealer 

since 1962 and as an investment adviser since 1974.  It is a wholly owned subsidiary of 

Raymond James Financial, Inc., a company headquartered in St. Petersburg and incorporated in 

Florida. 

Recordkeeping Requirements under the Exchange and Advisers Acts 

8. 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. 

9. 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 created in accordance with Commission rules, and certain other records 

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

to Commission representatives. 

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

17a-4(b)(4), require that broker-dealers preserve 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. 

11. 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). 

12. The rules adopted under Advisers Act Section 204, including Advisers Act Rule 

204-2(a)(7), require that investment advisers preserve in an easily accessible place originals of 

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

other 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. 



4 

Raymond James’s Policies and Procedures 

13. Raymond James maintained certain policies and procedures designed to ensure 

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

with the relevant recordkeeping provisions. 

14. Raymond James personnel were advised that the use of unapproved electronic 

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

should not use personal email or unapproved chat or text messaging applications for business 

purposes.  Raymond James provided certain of its personnel with access to, and the firm’s 

policies approved the use of, a firm-developed platform for sending and receiving business 

communications via chat or text messages in a compliant manner.  Despite these efforts, 

personnel sent and received business communications by text messages and/or other unapproved 

written communications platforms. 

15. Messages sent through Raymond James’s approved communications methods 

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

unapproved communications methods, such as unapproved applications on personal devices, 

were not monitored, subject to review, or archived. 

16. Raymond James conducted trainings for its personnel, which were designed to 

address the firm’s supervision of its personnel and adherence to Raymond James’s books and 

recordkeeping requirements.  The policies and related trainings notified personnel that electronic 

communications on approved platforms were subject to surveillance by Raymond James.  

Raymond James also required from its personnel annual attestations of compliance with its 

policies and procedures regarding electronic communications. 

17. Raymond James, however, failed to implement a system of follow-up and review 

reasonably expected to determine whether personnel were following its policies.  While 

permitting its personnel to use approved communications methods, including on personal 

phones, for business communications, Raymond James failed to implement sufficient monitoring 

to ensure that its recordkeeping and communications policies were being followed. 

Raymond James’s Recordkeeping Failures Across Its Brokerage and Investment Advisory 

Businesses 

18. In October 2022, the Commission staff commenced a risk-based initiative to 

investigate whether investment advisers were properly maintaining communications that they 

were required to preserve as records under the Advisers Act.  Raymond James cooperated with 

the investigation by proactively gathering and reviewing communications from the personal 

devices of certain personnel and responding to the staff’s requests for additional information.  

Raymond James also produced, at the request of the Commission staff, off-channel 

communications of a subset of these personnel relating to Raymond James’s investment advisory 

and brokerage businesses.  These personnel included financial advisors and managers, each of 

whom is a supervised person of Raymond James in its capacity both as an investment adviser 

and as a broker-dealer. 



5 

19. The Commission staff’s investigation found pervasive off-channel 

communications by Raymond James personnel.  The majority of Raymond James personnel 

whose communications were reviewed in the course of the investigation had sent or received off-

channel communications that were records required to be preserved by Raymond James under 

the Advisers Act and/or Exchange Act.  These off-channel communications were sent among 

Raymond James colleagues as well as to and from Raymond James clients and customers. 

20. The investigation found numerous off-channel communications that were records 

required to be preserved under the Exchange Act.  For example, a Raymond James senior 

managing director and their colleague exchanged multiple text messages on an unapproved 

platform concerning a possible trade correction in a customer’s account. 

21. Off-channel communications included records required to be preserved under the 

Advisers Act because they related to an advisory recommendation made or proposed to be made 

or advice given or proposed to be given.  For example, a Raymond James financial advisor 

exchanged text messages on an unapproved platform with a colleague concerning investment 

recommendations.  As another example, a Raymond James financial advisor and their colleague 

exchanged multiple text messages on an unapproved platform concerning investment advice 

given to a client. 

22. Other off-channel communications were records required to be preserved under 

the Advisers Act because they related to the investment adviser’s receipt, disbursement or 

delivery of funds or securities.  For example, a Raymond James financial advisor and a client 

exchanged text messages on an unapproved platform regarding the receipt and deposit of funds. 

23. In addition, the investigation found off-channel communications that were records 

required to be preserved under the Advisers Act because they related to the placing or execution 

of orders to purchase or sell securities.  For example, a Raymond James financial advisor sent a 

senior vice president a text message on an unapproved platform concerning placing or executing 

trades in a client account. 

Raymond James’s Failure to Preserve Required Records Potentially Compromised and 

Delayed Commission Matters 

24. During the Relevant Period, Raymond James received and responded to 

Commission subpoenas for documents and/or records requests in Commission investigations.  

By failing to maintain and preserve required records relating to its businesses, Raymond James 

likely deprived the Commission of these off-channel communications in various investigations. 



6 

Raymond James’s Violations and Failure to Supervise 

25. As a result of the conduct described above, from at least June 2019 through the 

date of this Order, Raymond James willfully2 violated Section 17(a) of the Exchange Act and 

Rule 17a-4(b)(4) thereunder. 

26. As a result of the conduct described above, from at least June 2019 through the 

date of this Order, Raymond James willfully violated Section 204 of the Advisers Act and Rule 

204-2(a)(7) thereunder. 

27. As a result of the conduct described above, Raymond James 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. 

28. As a result of the conduct described above, Raymond James 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. 

Raymond James’s Remedial Efforts 

29. In determining to accept the Offer, the Commission considered steps undertaken 

by Raymond James prior to and after being approached by Commission staff, as well as 

cooperation afforded the Commission staff.  In 2018, prior to being contacted by Commission 

staff, Raymond James started investing in a proprietary on-channel texting application that 

facilitated compliant communications between financial advisors and clients or customers who 

enrolled in the application. 

Undertakings 

30. Prior to this action, Raymond James enhanced its policies and procedures 

concerning the use of approved communications methods, including on personal devices.  In 

addition, Raymond James has undertaken to: 

 
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)).  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 “willfully omit[ted]” material information from a required disclosure in 

violation of Section 207 of the Advisers Act). 



7 

31. Independent Compliance Consultant. 

a. Raymond James 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 Raymond James. 

b. Raymond James will oversee the work of the Compliance Consultant. 

c. Raymond James 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.  Raymond James shall require that, within ninety (90) days of the date 

of the engagement letter, the Compliance Consultant conduct: 

i. A comprehensive review of Raymond James’s supervisory, 

compliance, and other policies and procedures designed to ensure that Raymond 

James’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 Raymond James 

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 Raymond James 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 Raymond James 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 Raymond James 

has begun implementing to meet the record retention requirements of the federal 

securities laws, including an assessment of the likelihood that Raymond James 

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

measures employed by Raymond James to track personnel usage of new 

technological solutions. 

v. An assessment of the measures used by Raymond James to prevent 

the use of unauthorized communications methods for business communications 

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

of Raymond James’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). 



8 

vi. A review of Raymond James’s electronic communications 

surveillance routines to ensure that electronic communications through approved 

communications methods found on Personal Devices are incorporated into 

Raymond James’s overall communications surveillance program. 

vii. A comprehensive review of the framework adopted by Raymond 

James to address instances of non-compliance by Raymond James personnel with 

Raymond James’s policies and procedures concerning the use of Personal Devices 

to communicate about Raymond James business in the past.  This review shall 

include a survey of how Raymond James determined which personnel failed to 

comply with Raymond James policies and procedures, the corrective action 

carried out, an evaluation of who violated policies and why, what penalties were 

imposed, and whether penalties were handed out consistently across business 

lines and seniority levels. 

d. Raymond James shall require that, within forty-five (45) days after 

completion of the review set forth in sub-paragraphs c.i. through c.vii. above, the 

Compliance Consultant shall submit a detailed written report of its findings to Raymond 

James and to the Commission staff (the “Report”).  Raymond James 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 Raymond James’s policies and 

procedures, and a summary of the plan for implementing the recommended changes in or 

improvements to Raymond James’s policies and procedures. 

e. Raymond James 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, Raymond James shall advise the Compliance 

Consultant and the Commission staff in writing of any recommendations that Raymond 

James considers to be unduly burdensome, impractical, or inappropriate.  With respect to 

any recommendation that Raymond James considers unduly burdensome, impractical, or 

inappropriate, Raymond James 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 Raymond James’s policies or 

procedures on which Raymond James and the Compliance Consultant do not agree, 

Raymond James 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 Raymond James and the 

Compliance Consultant, Raymond James shall require that the Compliance Consultant 

inform Raymond James and the Commission staff in writing of the Compliance 

Consultant’s final determination concerning any recommendation that Raymond James 

considers to be unduly burdensome, impractical, or inappropriate.  Raymond James shall 

abide by the determinations of the Compliance Consultant and, within sixty (60) days 

after final agreement between Raymond James and the Compliance Consultant or final 

determination by the Compliance Consultant, whichever occurs first, Raymond James 



9 

shall adopt and implement all of the recommendations that the Compliance Consultant 

deems appropriate. 

g. Raymond James shall cooperate fully with the Compliance Consultant and 

shall provide the Compliance Consultant with access to such of Raymond James’s files, 

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

for review. 

h. Raymond James 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.  Raymond James 

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, Raymond James 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 acting in their capacity as 

such. 

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. 

32. One-Year Evaluation.  Raymond James shall require the Compliance Consultant 

to assess Raymond James’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 31.d above.  Raymond James shall 

require this review to evaluate Raymond James’s progress in the areas described in Paragraph 

31.c.i-vii above.  After this review, Raymond James shall require the Compliance Consultant to 

submit a report (the “One Year Report”) to Raymond James and the Commission staff and shall 

ensure that the One Year Report includes an updated assessment of Raymond James’s 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. 



10 

33. Reporting Discipline Imposed.  For two (2) years following the entry of this 

Order, Raymond James shall notify the Commission staff as follows upon the imposition of any 

discipline imposed by Raymond James, including, but not limited to:  written warnings; loss of 

any pay, bonus, or incentive compensation; or the termination of employment or contract; with 

respect to any personnel found to have violated Raymond James’s 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 U-5, or within ten (10) days of 

the imposition of other discipline. 

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

of the One Year Report, Raymond James will have its Internal Audit function conduct a separate 

audit(s) to assess Raymond James’s progress in the areas described in Paragraph 31.c.i-vii above.  

After completion of this audit(s), Raymond James shall ensure that Internal Audit submits a 

report to Raymond James and to the Commission staff. 

35. Recordkeeping.  Raymond James 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. 

36. 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. 

37. Certification.  Raymond James 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 Thomas P. Smith, Jr., Associate Regional Director, 

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

Pearl Street, Suite 20-100, New York, NY 10004, 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. Respondent 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. Respondent 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. 



11 

C. Respondent is censured. 

D. Respondent shall comply with the undertakings enumerated in paragraphs 30 to 

37 above. 

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

penalty in the amount of $50,000,000 to the Securities and Exchange Commission for transfer 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: 

(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 

Raymond James 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, Division of Enforcement, Securities and Exchange 

Commission, New York Regional Office, 100 Pearl Street, Suite 20-100, New York, NY 10004. 

F. 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 

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


12 

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