In re Certain

 
UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES ACT OF 1933 
Release No. 11270 / February 9, 2024 
 
 
 
 
In the Matter of 
 
            
           Certain  
           Broker-Dealer 
           Practices,  
            
           
            
 
Respondents. 
 
           
 
          ORDER UNDER RULES 262(b)(2),   
          506(d)(2)(ii), AND 602(e) OF THE  
          SECURITIES ACT OF 1933 AND RULE  
          503(b)(2) OF REGULATION      
          CROWDFUNDING GRANTING    
          WAIVERS OF THE DISQUALIFICATION     
          PROVISIONS OF RULES 262(a)(4)(ii),   
          506(d)(1)(iv)(B), AND 602(c)(3) OF THE  
          SECURITIES ACT OF 1933 AND RULE  
          503(a)(4)(ii) OF REGULATION  
          CROWDFUNDING 
           
 
I. 
 
Pursuant to the Broker-Dealer Off-Channel Communications Initiative,
1
 the Division of 
Enforcement determined to recommend that the Securities and Exchange Commission 
(“Commission”) accept settlement offers from eight SEC registered broker-dealers (“Broker-
Dealers”), four SEC registered investment advisers (“Investment Advisers”), and four dual-
registered broker-dealer and investment advisers ( “Dual-Registered Entities”) (together, the 
“Firms”) that committed certain non-scienter based record-keeping violations of the federal 
securities laws and agreed to consent to certain standardized settlement terms.   
 
II. 
   
The Commission has issued separate orders (“Record-Keeping Orders”) instituting 
administrative and cease-and-desist proceedings against the Firms.
2
  These proceedings are 
 
1
 The Broker-Dealer Off-Channel Communications Initiative is an investigative initiative conducted by the Division 
of Enforcement.   
 
2
 The 16 Firms subject to this Order are named in the Appendix to this Order.  Cambridge Investment Research, 
Inc., KeyBanc Capital Markets Inc., Huntington Securities, Inc., Capstone Capital Markets LLC, and Guggenheim 
Securities LLC are Commission-registered broker-dealers; Cambridge Investment Research Advisors, Inc., 
Northwestern Mutual Investment Management Company, LLC, Mason Street Advisors, LLC, and Guggenheim 
Partners Investment Management LLC are Commission-registered investment advisers; and Key Investment 
Services LLC, Lincoln Financial Advisors Corporation, Lincoln Financial Securities Corporation, Northwestern 

2 
 
consistent with previously-accepted settlement terms and are brought 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”) for willful violations of Section 
17(a) of the Exchange Act and Rule 17a-4(b)(4) thereunder by the Dual-Registered Entities and 
Broker-Dealers and for willful violations of Section 204 of the Advisers Act and Rule 204-
2(a)(7) thereunder by the Dual-Registered Entities and Investment Advisers for their failure to 
comply with the recordkeeping requirements on broker-dealers and investment advisers to ensure 
that they responsibly discharge their crucial roles in our markets.  Specifically, the Firms failed 
to keep for prescribed periods, and furnish copies of, such business–related records as necessary 
or appropriate in the public interest or for the protection of investors.  The Firms admit to facts 
set forth in their respective Record-Keeping Orders and acknowledge that their conduct violated 
the federal securities laws.  The Record-Keeping Orders will require the Dual-Registered Entities 
and Broker-Dealers to 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, require the Dual-
Registered Entities and Investment Advisers to 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, and require the Firms to, among other things, undertake to retain a compliance 
consultant to conduct a comprehensive review of their supervisory, compliance, and other 
policies and procedures designed to ensure that all relevant electronic communications are 
preserved in accordance with the requirements of the federal securities laws.  The Record-
Keeping Orders will trigger certain disqualifications from exemptions from registration available 
under the Securities Act of 1933 (“Securities Act”) for the Firms. 
 
III. 
 
 Rule 262(a) of Regulation A provides for disqualification from the Regulation A 
exemption from registration under the Securities Act for offerings if, among other things, the 
relevant entity is subject to a Commission order pursuant to Section 15(b) of the Exchange Act 
that places limitations on that entity’s activities, functions, or operations.  See 17 CFR § 
230.262(a)(4)(ii).  Similarly, Rules 506(d) of Regulation D and 503(a) of Regulation 
Crowdfunding provide for disqualification from the Regulation D and Regulation Crowdfunding 
exemptions from registration under the Securities Act for certain offerings if, among other 
things, the relevant entity is subject to a Commission order pursuant to Section 15(b) of the 
Exchange Act that places limitations on that entity’s activities, functions, or operations.  See 17 
CFR §§ 230.506(d)(1)(iv)(B) and 227.503(a)(4)(ii).  
 
Rule 602(a) of Regulation E provides an exemption from registration under the Securities 
Act, subject to certain conditions, for securities issued by certain small business investment 
companies and business development companies.  See 17 CFR § 230.602(a).  Rule 602(c)(3) of 
Regulation E makes this exemption unavailable for the securities of an issuer if, among other 
things, any investment adviser or any underwriter of the securities to be offered is subject to an 
 
Mutual Investment Services, LLC, U.S. Bancorp Investments, Inc., Oppenheimer & Co. Inc., and The Huntington 
Investment Company are dual-registered broker-dealers and investment advisers. While dual-registered entities, 
Northwestern Mutual Investment Services, LLC,  U.S. Bancorp Investments, Inc., and Oppenheimer & Co. Inc. are 
treated as Broker-Dealers for purposes of this Order. 

3 
 
order of the Commission entered pursuant to Section 15(b) of the Exchange Act.  See 17 CFR § 
230.602(c)(3).   
 
The Commission has the authority to waive the disqualifications of Regulations A , D, E, 
and Crowdfunding upon a showing of good cause and without prejudice to any other action by 
the Commission, if the Commission determines that it is not necessary under the circumstances 
that an exemption be denied.  See 17 CFR. §§ 230.262(b)(2), 230.506(d)(2)(ii), 230.602(e), and 
227.503(b)(2). 
 
In light of the Firms’ participation in the Broker-Dealer Off-Channel Communications 
Initiative, assuming the Firms comply with the terms of the Record-Keeping Orders, and in light 
of the benefits of the Broker-Dealer Off-Channel Communications Initiative, t  he Commission 
has determined that, pursuant to Rules 262(b)(2), 506(d)(2)(ii), and 602(e) of the Securities Act 
and Rule 503(b)(2) of Regulation Crowdfunding, good cause exists for not denying the various 
exemptions from registration discussed herein. 
 
IV. 
 
 Accordingly, IT IS ORDERED, pursuant to Rules 262(b)(2), 506(d)(2)(ii), and 602(e) of 
the Securities Act and Rule 503(b)(2) of Regulation Crowdfunding, that waivers from the 
application of the disqualification provisions of Rules 262(a)(4)(ii), 506(d)(1)(iv)(B), and 
602(c)(3) of the Securities Act and Rule 503(a)(4)(ii) of Regulation Crowdfunding, resulting 
from the entry of the Record-Keeping Orders against the Firms are hereby granted to the Firms 
as reflected in the attached appendix.  Nothing in this Order shall affect any pre-existing 
disqualification under the above provisions and nothing in this Order shall be interpreted to 
waive or limit any conditions or undertakings which are in place as a result of any prior waiver 
granted to any Firm.  Failure to comply with terms of a Record-Keeping Order would require us 
to revisit our determination that good cause has been shown and could constitute grounds to 
revoke or further condition the waiver.  The Commission reserves the right, in its sole discretion, 
to revoke or further condition the waiver under these circumstances. 
 
Because of the unique nature of the Broker-Dealer Off-Channel Communications 
Initiative, this Order and the circumstances under which it was issued shall not be relied upon by 
any entity that may seek a waiver in the future from the disqualifications discussed herein. 
 
By the Commission. 
 
 
 
      Vanessa Countryman 
      Secretary 
 
 
 
Appendix:   Firms       
 

4 
 
Appendix 
 
(Waivers from disqualification under Regulations A, D, E, and Crowdfunding) 
 
Cambridge Investment Research, Inc. 
Cambridge Investment Research Advisors, Inc. 
Capstone Capital Markets LLC 
Guggenheim Partners Investment Management LLC  
Guggenheim Securities LLC  
Huntington Securities, Inc.  
Key Investment Services LLC 
KeyBanc Capital Markets Inc. 
Lincoln Financial Advisors Corporation 
Lincoln Financial Securities Corporation  
Mason Street Advisors, LLC 
Northwestern Mutual Investment Management Company, LLC 
Northwestern Mutual Investment Services, LLC 
Oppenheimer & Co. Inc. 
The Huntington Investment Company  
U.S. Bancorp Investments, Inc. 
 
 
 
 
 
 
 
 
 
 

UNITED STATES OF AMERICA 

Before the 
SECURITIES AND EXCHANGE COMMISSION 

 
SECURITIES ACT OF 1933 
Release No. 11270 / February 9, 2024 
 
 
 
 
In the Matter of 
 
            
           Certain  
           Broker-Dealer 
           Practices,  
            
           
            
 
Respondents. 
 

           
 
          ORDER UNDER RULES 262(b)(2),   
          506(d)(2)(ii), AND 602(e) OF THE  
          SECURITIES ACT OF 1933 AND RULE  
          503(b)(2) OF REGULATION      
          CROWDFUNDING GRANTING    
          WAIVERS OF THE DISQUALIFICATION     
          PROVISIONS OF RULES 262(a)(4)(ii),  
          506(d)(1)(iv)(B), AND 602(c)(3) OF THE  
          SECURITIES ACT OF 1933 AND RULE  
          503(a)(4)(ii) OF REGULATION  
          CROWDFUNDING 
           

 
I. 

 
Pursuant to the Broker-Dealer Off-Channel Communications Initiative,1 the Division of 

Enforcement determined to recommend that the Securities and Exchange Commission 
(“Commission”) accept settlement offers from eight SEC registered broker-dealers (“Broker-
Dealers”), four SEC registered investment advisers (“Investment Advisers”), and four dual-
registered broker-dealer and investment advisers (“Dual-Registered Entities”) (together, the 
“Firms”) that committed certain non-scienter based record-keeping violations of the federal 
securities laws and agreed to consent to certain standardized settlement terms.   
 

II. 
   

The Commission has issued separate orders (“Record-Keeping Orders”) instituting 
administrative and cease-and-desist proceedings against the Firms.2  These proceedings are 

 
1 The Broker-Dealer Off-Channel Communications Initiative is an investigative initiative conducted by the Division 
of Enforcement.   
 
2 The 16 Firms subject to this Order are named in the Appendix to this Order.  Cambridge Investment Research, 
Inc., KeyBanc Capital Markets Inc., Huntington Securities, Inc., Capstone Capital Markets LLC, and Guggenheim 
Securities LLC are Commission-registered broker-dealers; Cambridge Investment Research Advisors, Inc., 
Northwestern Mutual Investment Management Company, LLC, Mason Street Advisors, LLC, and Guggenheim 
Partners Investment Management LLC are Commission-registered investment advisers; and Key Investment 
Services LLC, Lincoln Financial Advisors Corporation, Lincoln Financial Securities Corporation, Northwestern 



2 
 

consistent with previously-accepted settlement terms and are brought 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”) for willful violations of Section 
17(a) of the Exchange Act and Rule 17a-4(b)(4) thereunder by the Dual-Registered Entities and 
Broker-Dealers and for willful violations of Section 204 of the Advisers Act and Rule 204-
2(a)(7) thereunder by the Dual-Registered Entities and Investment Advisers for their failure to 
comply with the recordkeeping requirements on broker-dealers and investment advisers to ensure 
that they responsibly discharge their crucial roles in our markets.  Specifically, the Firms failed 
to keep for prescribed periods, and furnish copies of, such business–related records as necessary 
or appropriate in the public interest or for the protection of investors.  The Firms admit to facts 
set forth in their respective Record-Keeping Orders and acknowledge that their conduct violated 
the federal securities laws.  The Record-Keeping Orders will require the Dual-Registered Entities 
and Broker-Dealers to 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, require the Dual-
Registered Entities and Investment Advisers to 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, and require the Firms to, among other things, undertake to retain a compliance 
consultant to conduct a comprehensive review of their supervisory, compliance, and other 
policies and procedures designed to ensure that all relevant electronic communications are 
preserved in accordance with the requirements of the federal securities laws.  The Record-
Keeping Orders will trigger certain disqualifications from exemptions from registration available 
under the Securities Act of 1933 (“Securities Act”) for the Firms. 
 

III. 
 
 Rule 262(a) of Regulation A provides for disqualification from the Regulation A 
exemption from registration under the Securities Act for offerings if, among other things, the 
relevant entity is subject to a Commission order pursuant to Section 15(b) of the Exchange Act 
that places limitations on that entity’s activities, functions, or operations.  See 17 CFR § 
230.262(a)(4)(ii).  Similarly, Rules 506(d) of Regulation D and 503(a) of Regulation 
Crowdfunding provide for disqualification from the Regulation D and Regulation Crowdfunding 
exemptions from registration under the Securities Act for certain offerings if, among other 
things, the relevant entity is subject to a Commission order pursuant to Section 15(b) of the 
Exchange Act that places limitations on that entity’s activities, functions, or operations.  See 17 
CFR §§ 230.506(d)(1)(iv)(B) and 227.503(a)(4)(ii).  
 

Rule 602(a) of Regulation E provides an exemption from registration under the Securities 
Act, subject to certain conditions, for securities issued by certain small business investment 
companies and business development companies.  See 17 CFR § 230.602(a).  Rule 602(c)(3) of 
Regulation E makes this exemption unavailable for the securities of an issuer if, among other 
things, any investment adviser or any underwriter of the securities to be offered is subject to an 

 
Mutual Investment Services, LLC, U.S. Bancorp Investments, Inc., Oppenheimer & Co. Inc., and The Huntington 
Investment Company are dual-registered broker-dealers and investment advisers. While dual-registered entities, 
Northwestern Mutual Investment Services, LLC, U.S. Bancorp Investments, Inc., and Oppenheimer & Co. Inc. are 
treated as Broker-Dealers for purposes of this Order. 



3 
 

order of the Commission entered pursuant to Section 15(b) of the Exchange Act.  See 17 CFR § 
230.602(c)(3).   
 

The Commission has the authority to waive the disqualifications of Regulations A, D, E, 
and Crowdfunding upon a showing of good cause and without prejudice to any other action by 
the Commission, if the Commission determines that it is not necessary under the circumstances 
that an exemption be denied.  See 17 CFR. §§ 230.262(b)(2), 230.506(d)(2)(ii), 230.602(e), and 
227.503(b)(2). 

 
In light of the Firms’ participation in the Broker-Dealer Off-Channel Communications 

Initiative, assuming the Firms comply with the terms of the Record-Keeping Orders, and in light 
of the benefits of the Broker-Dealer Off-Channel Communications Initiative, the Commission 
has determined that, pursuant to Rules 262(b)(2), 506(d)(2)(ii), and 602(e) of the Securities Act 
and Rule 503(b)(2) of Regulation Crowdfunding, good cause exists for not denying the various 
exemptions from registration discussed herein. 
 

IV. 
 
 Accordingly, IT IS ORDERED, pursuant to Rules 262(b)(2), 506(d)(2)(ii), and 602(e) of 
the Securities Act and Rule 503(b)(2) of Regulation Crowdfunding, that waivers from the 
application of the disqualification provisions of Rules 262(a)(4)(ii), 506(d)(1)(iv)(B), and 
602(c)(3) of the Securities Act and Rule 503(a)(4)(ii) of Regulation Crowdfunding, resulting 
from the entry of the Record-Keeping Orders against the Firms are hereby granted to the Firms 
as reflected in the attached appendix.  Nothing in this Order shall affect any pre-existing 
disqualification under the above provisions and nothing in this Order shall be interpreted to 
waive or limit any conditions or undertakings which are in place as a result of any prior waiver 
granted to any Firm.  Failure to comply with terms of a Record-Keeping Order would require us 
to revisit our determination that good cause has been shown and could constitute grounds to 
revoke or further condition the waiver.  The Commission reserves the right, in its sole discretion, 
to revoke or further condition the waiver under these circumstances. 
 

Because of the unique nature of the Broker-Dealer Off-Channel Communications 
Initiative, this Order and the circumstances under which it was issued shall not be relied upon by 
any entity that may seek a waiver in the future from the disqualifications discussed herein. 
 

By the Commission. 
 
 
 
      Vanessa Countryman 
      Secretary 
 
 
 
Appendix: Firms     
 



4 
 

Appendix 
 

(Waivers from disqualification under Regulations A, D, E, and Crowdfunding) 
 

Cambridge Investment Research, Inc. 
Cambridge Investment Research Advisors, Inc. 
Capstone Capital Markets LLC 
Guggenheim Partners Investment Management LLC  
Guggenheim Securities LLC  
Huntington Securities, Inc.  
Key Investment Services LLC 
KeyBanc Capital Markets Inc. 
Lincoln Financial Advisors Corporation 
Lincoln Financial Securities Corporation  
Mason Street Advisors, LLC 
Northwestern Mutual Investment Management Company, LLC 
Northwestern Mutual Investment Services, LLC 
Oppenheimer & Co. Inc. 
The Huntington Investment Company  
U.S. Bancorp Investments, Inc.