In re D.M. KECK & COMPANY

                                                 UNITED                                                 STATES OF AMERICA 

                                                                     Before                                                                     the                                                                     

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 
Release No. 56543 / September 27, 2007 
ADMINISTRATIVE PROCEEDING 
File No. 3-12839 
In the Matter of 
D.M. KECK & COMPANY, INC. 
d/b/a DISCOUNT MUNIBROKERS, 
DONALD MICHAEL KECK and 
PATRICIA ANN SEELAUS, 
Respondents. 
ORDER INSTITUTING 
ADMINISTRATIVE AND CEASE-AND-
DESIST PROCEEDINGS, MAKING 
FINDINGS, AND IMPOSING REMEDIAL 
SANCTIONS AND A CEASE-AND-DESIST 
ORDER PURSUANT TO SECTIONS 15(b), 
15B(c) AND 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934 
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)(4) and 15B(c)(2) of the Securities Exchange Act of 1934 
(“Exchange Act”) against D.M. Keck & Company, Inc. d/b/a Discount Munibrokers (“Discount 
Munibrokers” or “the Firm”) and Sections 15(b)(6), 15B(c)(4) and 21C of the Exchange Act 
against Donald Michael Keck (“Keck”) and Exchange Act Sections 15(b)(6) and 15B(c)(4) against 
Patricia Ann Seelaus (“Seelaus”) (collectively “Respondents”).  
II. 
In anticipation of the institution of these proceedings, Respondents have submitted Offers 
of Settlement (“Offers”) which the Commission has determined to accept.  Solely for the purpose 
of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 
which the Commission is a party, and without admitting or denying the findings herein, except as 
to the Commission’s jurisdiction over them and the subject matter of these proceedings, which are 
admitted, Respondents consent to the entry of this Order Instituting Administrative and Cease-and-
Desist Proceedings, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist 

Order Pursuant to Sections 15(b), 15B(c) and 21C of the Securities Exchange Act of 1934 
(“Order”), as set forth below.   
III. 
FINDINGS 
On the basis of this Order and Respondents’ Offers, the Commission finds that: 
A. OVERVIEW 
This matter involves material misrepresentations, adjusted trading and other unlawful 
conduct by Discount Munibrokers, a broker-dealer that operates as a municipal securities 
“broker’s broker,” and the Firm’s CEO Donald Michael Keck, as well as supervisory failures by 
the Firm, Keck and another supervisor at the Firm, Patricia Ann Seelaus.  Until late 2006, when 
Discount Munibrokers ceased operating, the Firm acted as an intermediary for other municipal 
securities broker-dealers to pair buy and sell orders in municipal bonds in bond auctions.  In 
connection with these auctions, the Firm and Keck engaged in one or more of the practices 
described in Section III.C. below, and violated various sections and rules of the Exchange Act 
and the Municipal Securities Rulemaking Board (“MSRB”).    
B. RESPONDENTS 
D.M. Keck & Company, Inc. d/b/a Discount Munibrokers, formerly headquartered in 
Cherry Hill, New Jersey, is a broker-dealer and a municipal securities dealer.  Discount 
Munibrokers’ served as a broker’s broker in municipal securities.  The Firm has been registered 
with the Commission as a broker-dealer since 1997 pursuant to Sections 15(b) of the Exchange 
Act. Discount Munibrokers ceased operations in late 2006 but has maintained its registration with 
the Commission.  It is no longer a member of the NASD.   
Donald Michael Keck, a resident of Cherry Hill, New Jersey, has been Discount 
Munibrokers’ President and Chief Executive Officer (“CEO”) since March 1997.  Keck owns 
between 50% and 60% of the Firm.  At all relevant times, Keck held a Series 53 license (Municipal 
Securities Principal) and a Series 52 license (Municipal Securities Representative).  At all relevant 
times, Keck supervised the traders in conjunction with Seelaus. 
Patricia Ann Seelaus, a resident of Cherry Hill, New Jersey, is Discount Munibrokers’ 
Senior Vice President and Chief Financial Officer (“CFO”).  Seelaus is also the Firm’s Compliance 
Officer. Seelaus owns approximately 10% of the Firm.  At all relevant times, Seelaus held a Series 
63 license (Uniform Securities Agent State Law), a Series 53 license (Municipal Securities 
Principal), a Series 52 license (Municipal Securities Representative), a Series 24 license (General 
Securities Principal), and a Series 27 license (General Financial/Operations Principal).  At all 
relevant times, Seelaus supervised the traders, in conjunction with Keck. 
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C. FACTS 
1. Background 
A municipal securities broker’s broker is a securities firm that acts as an agent exclusively 
for other broker-dealers in municipal securities transactions.  The role of the municipal securities 
broker’s broker is to pair buy and sell orders in municipal bonds.  The broker’s brokers normally 
do not take any positions in municipal issues; all transactions by a broker’s broker are effectively 
riskless because they are only executed when both sides of the transaction have agreed to the trade.  
In this way, the broker’s broker never holds any securities in inventory. 
2. Discount Munibrokers and Keck Gave Fake Cover Bids To High Bidders 
During the relevant time period, Discount Munibrokers’ principal business was executing 
municipal securities trades on behalf of other municipal securities dealers through an auction-type 
offer and sale process called a “bid-wanted.”  Typically in a bid-wanted auction, a broker-dealer 
will ask a municipal securities broker’s broker, like Discount Munibrokers, to solicit bids from 
other broker-dealers for a municipal bond that it wants to sell.  The broker’s broker will then solicit 
bids from potential bidders (other broker-dealers) and receive bids over a limited period of time via 
phone, e-mail, facsimile transmission, or the Internet.  When the bid-wanted auction closes, the 
broker’s broker submits the highest bid to the broker-dealer seeking to sell the bond, who then 
decides whether to sell the bond to the high bidder.  Following the bidding process, the high bidder 
generally is told the “cover bid,” i.e., the second highest bid, and the total number of bids received 
during the bid-wanted auction.  This information is also shared with the selling broker-dealer.  
These rules are not set by regulation, but appear to be industry custom and were followed by 
Discount Munibrokers.   
If the difference between the high bid and the cover bid is relatively small, which is known 
in the industry as a “tight cover,” the disclosure of the cover bid to the high bidder often provides 
the high bidder comfort that it did not overbid on, or overpay for, the security.  Conversely, when 
the difference between the high bid and the cover bid is relatively large, i.e., a “loose cover,” the 
disclosure of the cover bid might cause the high bidder to conclude that it bid or paid too much for 
the security since all the other bids were considerably lower than its own.  Thus, the spread 
between the high bid and the cover bid provides the high bidder insight into how competitive the 
bid-wanted auction was and whether it is paying a fair price for the bonds it bid on. 
When high bidders in auctions conducted by Discount Munibrokers learned that their cover 
bids were “loose,” they oftentimes punished Discount Munibrokers for allowing them to “overpay” 
for securities. This punishment usually took the form of a refusal to give business to Discount 
Munibrokers for some period of time.  In an effort to avoid this type of punishment, Discount 
Munibrokers disseminated fake cover bids to high bidders to make it appear to the high bidders that 
the auctions they won were more competitive than they really were.  Specifically, when a Discount 
Munibrokers trader conducted a bid-wanted auction with a large gap between the winning bid and 
the second highest bid, the trader alerted other traders at the Firm and, if necessary, the traders 
worked as a group to create a fake cover bid by making false bid entries into Discount Munibrokers’ 
3


computer system with a fake customer identification number as detailed below.  The trader leading 
the bid-wanted auction then passed off the fake cover bid as a legitimate cover bid to the winning 
bidder. The winning bidder was never told that the cover bid was a fake. This was all done pursuant 
to CEO Keck’s instructions and with the knowledge and consent of Seelaus, Discount Munibrokers’ 
CFO/Compliance Officer and a supervisor of the traders.  The Discount Munibrokers trader 
principally handling the bid-wanted auction entered the fake bid into the Firm’s trading/bidding 
software application, using a fake customer number of “666” instead of a legitimate customer 
number. 
For example, on September 9, 2003, a broker-dealer, with the designated customer code 
416, submitted a winning bid of $103.121 per bond for 75,000 Kershaw County, South Carolina 
bonds in a bid-wanted auction conducted by Discount Munibrokers. Another broker-dealer, with 
the designated customer code 607, submitted a second place bid of $101.804 per bond, which was 
$1.317 less than the winning bid.  Discount Munibrokers considered this a “loose cover”, so one of 
Discount Munibrokers’ traders entered a fake cover bid of $102.868 under the customer number 
“666” into the Firm’s electronic bid sheet, thus narrowing the gap between the winning bid and the 
cover bid to a mere $.25.  
 Discount Munibrokers used fake cover bids in at least 5,682 bid-wanted auctions conducted 
between January 1, 2003 and April 30, 2004.  Respondent Keck participated in the fraudulent 
conduct, and knowingly allowed his subordinates to engage in such conduct. 
3. Discount Munibrokers And Keck Used Fake Bids to Meet Customer Requirements 
Discount Munibrokers also used fake bids to meet the requirement of certain selling broker-
dealers that Discount Munibrokers receive a minimum number of bids before executing a sale to the 
high bidder. At certain firms, traders are not allowed to sell securities through a bid-wanted auction 
unless the auction generated a minimum number of bids.  Keck and others at the firm admitted that 
fake bids were created sometimes to meet these requirements. 
4. Discount Munibrokers And Keck Engaged in Adjusted Trading Scheme 
From at least June 2003 through May 2004, Discount Munibrokers engaged in an “adjusted 
trading” scheme for the benefit of a municipal securities trader at another broker-dealer (“Broker-
Dealer A”), and reported these fictitious prices to the market.  On certain transactions brokered by 
Discount Munibrokers, where Broker-Dealer A was selling municipal bonds from its inventory to 
other broker-dealers, Discount Munibrokers paid Broker-Dealer A proceeds for the sales that were 
greater than the actual amount paid by the purchasers.  On these transactions, Discount 
Munibrokers absorbed the losses that resulted from the difference between the prices received by 
Broker-Dealer A and the prices paid by the purchasing broker-dealers.  To make up Discount 
Munibrokers’ losses, on other sales made by Broker-Dealer A through the Firm, Broker-Dealer A 
received proceeds that were less than the actual amount paid by the purchasers.  After Discount 
Munibrokers’ commissions on each transaction in the scheme were excluded, the overpayments 
and underpayments to Broker-Dealer A more or less netted out to zero.  In the aggregate, the 
scheme did not materially affect Broker-Dealer A’s profits and losses because its artificial gains 
4


were always offset by artificial losses of roughly the same amount.  Keck was aware of the scheme 
and often approved individual adjusted trades before they were executed.  
Discount Munibrokers was able to accomplish this scheme because, as a municipal 
securities broker’s broker, it routinely interposed itself between sellers and buyers on transactions 
it brokered—buying bonds from selling broker-dealers and then simultaneously selling the bonds 
to purchasing broker-dealers on a riskless principal basis.  Given its interposition on each 
transaction with Broker-Dealer A, Discount Munibrokers was able to pay Broker-Dealer A prices 
for the bonds that were different from the prices at which those bonds were being purchased by 
broker-dealers on the other side of the transactions.  Discount Munibrokers reported these artificial 
prices to the market.   
For example, on July 8, 2003, in a bid-wanted auction Discount Munibrokers conducted for 
90,000 Sevierville, Tennessee bonds Broker-Dealer A wanted to sell, the high bid (minus 
commission) that Discount Munibrokers received for Broker-Dealer A’s bonds was $101.568 per 
bond. However, Broker-Dealer A received $104.439 per bond from Discount Munibrokers, giving 
Discount Munibrokers a $2,590.10 loss on the sale rather than its normal commission of $125 for a 
bid-wanted auction of this size.  Less than two hours later, Broker-Dealer A paid Discount 
Munibrokers an artificially high commission of $2,881 on a sale of 100,000 Montgomery, 
Alabama bonds to offset Discount Munibrokers’ earlier loss.  The high bid (minus commission) on 
the second sale was $109.074 per bond, but Discount Munibrokers only paid Broker-Dealer A 
$106.318 per bond.  The Firm’s average net commission on these offsetting trades was $290.90, 
$165.90 above Discount Munibrokers’ published bid-wanted commission schedule for bid-wanted 
auctions of these sizes.  In the aggregate however, Discount Munibrokers’ average net commission 
on July 8, 2003, as a result of its adjusted trading scheme with Broker-Dealer A, was only $163.53 
per trade—close to the range of commissions the Firm generally charged.   
5. Discount Munibrokers, Keck and Seelaus Failed Reasonably to Supervise the 
Firm’s Traders
            Discount            Munibrokers,            Keck            and Seelaus failed reasonably to supervise the Firm’s traders 
to prevent and detect the violative conduct by the firm’s traders.  Keck and Seelaus also condoned 
and participated in the conduct.  The Firm only had approximately ten traders, who worked at a 
single trading desk (one trader worked from home on a part time basis).  Keck and Seelaus were 
generally aware of everything that occurred at the Firm and, in fact, signed off on the conduct 
described above. 
Additionally, Discount Munibrokers, Keck and Seelaus failed to establish reasonable 
polices and procedures or a system to implement these procedures reasonably designed to prevent 
and detect its traders’ violative conduct.  Specifically, the Firm’s procedures failed reasonably to 
describe the responsibilities and activities of the traders with respect to the Firm’s municipal 
securities business, and, in particular, the conduct of the auctions.  
5


6. Discount Munibrokers Failed to Properly Retain Certain Books and Records 
Discount Munibrokers received bids and conducted business by facsimile, but failed to 
retain the facsimiles.  The facsimiles that were not retained contained information directly related 
to Discount Munibrokers’ municipal securities business. 
IV. 
VIOLATIONS 
As a result of the conduct described above, the Commission finds that: 
Discount Munibrokers willfully violated (i) Section 10(b) of the Exchange Act and Rule 
10b-5 promulgated thereunder, in that it, used devices, schemes or artifice to defraud various 
persons and engaged in acts, practices and a course of business which operated as a fraud or deceit 
upon various persons by making untrue statements of material fact and omitting to state material 
facts “in connection with the purchase or sale of securities”, (ii) Section 15(c)(1)(A) of the 
Exchange Act as defined in Rule 15c1-2, in that it, while acting as a broker-dealer, effected 
transactions in the purchase and sale of securities by means of manipulative, deceptive, and other 
fraudulent devices or contrivances
1
, (iii) Section 15B(c)(1) of the Exchange Act, in that it, while 
acting as a broker-dealer or municipal securities dealer, used the mails or interstate commerce “to 
effect any transaction in, or to induce or attempt to induce the purchase or sale of, any municipal 
securities in contravention of any rule” of the MSRB and, (iv) MSRB Rule G-17, in that it, while 
acting as a broker-dealer or municipal securities dealer, dealt unfairly with persons and engaged in 
a “deceptive, dishonest, or unfair practice.”  Specifically, Discount Munibrokers disseminated fake 
cover bids to high bidders in auctions it conducted in an effort to convince the high bidders that the 
auctions they won were more competitive than they really were.  Discount Munibrokers also used 
fake bids to meet minimum bid requirements imposed by certain broker-dealers attempting to sell 
securities through the bid-wanted auction process.  By giving the appearance that Discount 
Munibrokers was conducting municipal bond auctions with tighter spreads between the winning 
bids and cover bids and by creating the illusion of additional interest in the bonds they were 
auctioning, Discount Munibrokers deceived its customers.  Discount Munibrokers also reported 
deceptive prices to the market through its participation in an adjusted trading scheme, in violation 
of Section 10(b) and Rule 10b-5 promulgated thereunder. 
Discount Munibrokers willfully violated MSRB Rule G-13, in that it, while acting as a 
broker-dealer or municipal securities dealer, caused to be distributed or published,
2
 a quotation
3 
1 
Rule 15c1-2 under the Exchange Act provides that the term “manipulative, deceptive or other fraudulent 
device or contrivance,” as used in Section 15(c)(1)(A) of the Exchange Act, is defined to include “any act, practice, 
or course of business which operates or would operate as a fraud or deceit upon any person.” 
2 
MSRB Rule G-13(a) defines the terms “distributed” or “published” as “the dissemination of quotations by 
any means of communication.” 
3 
MSRB Rule G-13(a) defines the term “quotation” as any bid for, or offer of, municipal securities, or any 
request for bids for or offers of municipal securities, including indications of a “bid-wanted” or ”offer-wanted.” 
6


relating to municipal securities which did not represent a bona fide bid for, or offer of, municipal 
securities by such broker, dealer or municipal securities dealer.  MSRB Rule G-13 states that a 
quotation shall be deemed to represent a “bona fide bid for, or offer of, municipal securities” if the 
broker, dealer, or municipal securities dealer making the quotation is prepared to purchase or sell 
the security which is the subject of the quotation at the price stated in the quotation and under such 
conditions, if any, as are specified at the time the quotation is made.  Specifically, Discount 
Munibrokers placed fake bids on municipal bonds without the intent of ever purchasing the bonds.  
Because the fake bids were placed without the intent of purchasing the bond the bids were not 
“bona fide bids for” municipal securities, as defined by MSRB Rule G-13.  Some Discount 
Munibrokers traders communicated bids that were not bona fide to both the selling broker-dealers 
and bidding broker-dealers, and therefore Discount Munibrokers willfully violated MSRB Rule G-
13. 
Discount Munibrokers willfully violated MSRB Rule G-14, in that it, while acting as a 
broker-dealer or municipal securities dealer, distributed or published or caused to be distributed or 
published,
4
 fictitious reports of a purchase or sale of municipal securities in “furtherance of a 
fraudulent, deceptive or manipulative purpose.”  Specifically, Discount Munibrokers knew that the 
adjusted trades with Broker-Dealer A were being executed to further a fraudulent scheme.  
Discount Munibrokers also knew that the trades were being reported at the artificial sales prices.  
Because it reported the fraudulent adjusted trades at the bogus prices, Discount Munibrokers 
violated MSRB Rule G-14.   
Discount Munibrokers willfully violated Section 17(a) of the Exchange Act, Exchange Act 
Rule 17a-4 and MSRB Rules G-8 and G-9, by failing to maintain originals of all communications 
received and copies of all communications relating to its business as such for a period of not less 
than three years. Specifically, Discount Munibrokers failed to retain facsimiles relating to its 
business for three years as required pursuant to Exchange Act Rule 17a-4 and MSRB Rules G-8 
and G-9. 
MSRB Rule G-27(a) requires each broker, dealer and municipal securities dealer to 
supervise the conduct of its municipal securities business and the municipal securities activities of 
its associated persons to ensure compliance with MRSB rules as well as the applicable provisions 
of the Exchange Act and the rules promulgated thereunder.  MSRB Rule G-27(c) requires each 
broker, dealer and municipal securities dealer to adopt, maintain and enforce written supervisory 
procedures reasonably designed to ensure compliance with the same rules and Exchange Act 
provisions. 
Discount Munibrokers, Keck and Seelaus failed reasonably to supervise Discount 
Munibrokers’ traders pursuant to Section 15(b)(4)(E) of the Exchange Act with a view towards 
preventing and detecting the traders’ conduct, which aided and abetted and caused Discount 
Munibrokers’ violations of Sections 15(c)(1)(A), 15B(c)(1) and 17(a) of the Exchange Act and 
MSRB Rule G-14(a) defines the terms “distributed” or “published” as “the dissemination of a report by any 
means of communication.” 
7

4 

Rule 17a-4(b) promulgated thereunder and MSRB Rules G-13, G-14 and G-17.  In the case of 
Discount Munibrokers, its failure to supervise constituted a violation of MSRB Rule G-27(a).  
Discount Munibrokers also violated MSRB Rule G-27(c) which requires the adoption, 
maintenance and enforcement of written supervisory procedures reasonably designed to ensure 
compliance with the applicable rules.  Keck and Seelaus, on behalf of Discount Munibrokers, 
failed to establish reasonable procedures for ensuring that the Firm’s bid-wanted auctions were 
being conducted in compliance with the federal securities laws.  Rather, Keck and Seelaus both 
knowingly allowed violations of the antifraud, trade reporting and books and records provisions of 
the federal securities laws and the MSRB’s rules.  Nor did Keck or Seelaus establish procedures, 
written or otherwise, to prevent fraudulent adjusted trading.  Again, Keck and Seelaus allowed 
such conduct to go on at their Firm.  By his complicity in the Firm’s misconduct, Keck aided and 
abetted and caused the Firm’s violations of MSRB Rule G-27. 
Keck willfully violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated 
thereunder.  Moreover, Keck willfully aided and abetted and caused Discount Munibrokers’ 
violations of Sections 15(c)(1)(A), 15(B)(c)(1) and 17(a) of the Exchange Act and Rule 17a-4 
promulgated thereunder and MSRB Rules G-8, G-9, G-13, G-14,  and G-17.  As the primary 
supervisor of the trading desk, Keck was aware of and approved the use of fake bids to decrease 
the spread between winning bids and relatively low cover bids.  He also knew that when a trader 
placed a bid on behalf of the Firm, there was no intent to purchase the bonds and that the trader 
would not disclose the true nature of the bid to the buyers and sellers of the bonds.  Keck also 
endorsed and encouraged the Firm’s practice of engaging in adjusted trades with Broker-Dealer A.  
Finally, Keck was responsible for overseeing whether the Firm maintained all communications 
relating to its business.  Keck, however, failed to carry out this duty by not establishing and 
enforcing adequate procedures for maintaining facsimiles relating to Discount Munibrokers’ 
business. 
In determining to accept the Offer, the Commission considered cooperation afforded the 
Commission staff. 
V. 
In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions agreed to in Respondents’ Offers. 
Accordingly, it is hereby ORDERED that: 
A. Pursuant to Sections 15(b) and 15B(c) and of the Exchange Act, Discount Munibrokers’ 
broker-dealer registration be, and hereby is, revoked. 
B. Pursuant to Section 21C of the Exchange Act, Keck shall cease and desist from committing 
or causing any violations and any future violations of Section 10(b) of the Exchange Act 
and Rule 10b-5 promulgated thereunder.   
8


C. Pursuant to Section 21C of the Exchange Act, Keck shall cease and desist from causing any 
violations and any future violations of Sections 15(c)(1)(A) and 17(a) of the Exchange Act 
and Rule 17a-4 promulgated thereunder. 
D. Pursuant to Section 21C of the Exchange Act, Keck shall cease and desist from causing any 
violations and any future violations of Section 15B(c)(1) of the Exchange Act, including 
(1) failing to deal fairly with all persons and not engage in any deceptive, dishonest or 
unfair practice under MSRB Rule G-17, (2) failing to make and keep current certain books 
and records under MSRB Rules G-8 and G-9, (3) failing to distribute or publish, a 
quotation relating to municipal securities which represents a bona fide bid for, or offer of, 
municipal securities under MSRB G-13, (4) failing to distribute or publish, accurate reports 
relating to municipal securities under MSRB G-14 and (5) failing to supervise the conduct 
of the Firm’s associated persons to ensure compliance with the MSRB rules under MSRB 
G-27. 
E.	Keck shall pay a civil money penalty in the amount $15,000 within 15 days of entry of this 
Order.  Payments of civil money penalty shall be : (A) made by United States postal money 
order, certified check, bank cashier’s check or bank money order; (B) made payable to the 
Securities and Exchange Commission; (C) hand-delivered or mailed to the Office of 
Financial Management, Securities and Exchange Commission, Operations Center, 6432 
General Green Way, Stop 0-3, Alexandria, VA 22312; and (D) submitted under a cover 
letter that identifies the Respondent in these proceedings, the file number of these 
proceedings, a copy of which cover letter and money order or check shall be sent to Fredric 
D. Firestone, Associate Director, Division of Enforcement, Securities and Exchange 
Commission, 100 F St., N.E., Washington, DC 20549.   
F.	Pursuant to Sections 15(b)(6) and 15B(c)(4) of the Exchange Act, Keck be, and hereby is 
barred from association with any broker or dealer or municipal securities dealer with the 
right to reapply for association after one year to the appropriate self-regulatory 
organization, or if there is none, to the Commission.  Any reapplication for association by 
Keck will be subject to the applicable laws and regulations governing the reentry process, 
and reentry may be conditioned upon a number of factors, including, but not limited to, the 
satisfaction of any or all of the following:  (a) any disgorgement ordered against Keck, 
whether or not the Commission has fully or partially waived payment of such 
disgorgement; (b) any arbitration award related to the conduct that served as the basis for 
the Commission order; (c) any self-regulatory organization arbitration award to a customer, 
whether or not related to the conduct that served as the basis for the Commission order; and 
(d) any restitution order by a self-regulatory organization, whether or not related to the 
conduct that served as the basis for the Commission order. 
G. Pursuant to Sections 15(b)(6) and 15B(c)(4) of the Exchange Act, Keck be, and hereby is 
barred from association with a broker or dealer or municipal securities dealer in a 
supervisory capacity with the right to reapply for association after five years to the 
appropriate self-regulatory organization, or if there is none, to the Commission.  Any 
reapplication for association by Keck will be subject to the applicable laws and regulations 
9


governing the reentry process, and reentry may be conditioned upon a number of factors, 
including, but not limited to, the satisfaction of any or all of the following:  (a) any 
disgorgement ordered against Keck, whether or not the Commission has fully or partially 
waived payment of such disgorgement; (b) any arbitration award related to the conduct that 
served as the basis for the Commission order; (c) any self-regulatory organization 
arbitration award to a customer, whether or not related to the conduct that served as the 
basis for the Commission order; and (d) any restitution order by a self-regulatory 
organization, whether or not related to the conduct that served as the basis for the 
Commission order. 
H. Pursuant to Sections 15(b)(6) and 15B(c)(4) of the Exchange Act, Seelaus be, and hereby is 
barred from association with a broker or dealer or municipal securities dealer in a 
supervisory capacity with the right to reapply for association after five years to the 
appropriate self-regulatory organization, or if there is none, to the Commission.  Any 
reapplication for association by Seelaus will be subject to the applicable laws and 
regulations governing the reentry process, and reentry may be conditioned upon a number 
of factors, including, but not limited to, the satisfaction of any or all of the following:  (a) 
any disgorgement ordered against Seelaus, whether or not the Commission has fully or 
partially waived payment of such disgorgement; (b) any arbitration award related to the 
conduct that served as the basis for the Commission order; (c) any self-regulatory 
organization arbitration award to a customer, whether or not related to the conduct that 
served as the basis for the Commission order; and (d) any restitution order by a self-
regulatory organization, whether or not related to the conduct that served as the basis for 
the Commission order. 
                        By            the            Commission.            
       Nancy M. Morris
       Secretary 
10

UNITED STATES OF AMERICA 

 Before the 


SECURITIES AND EXCHANGE COMMISSION 


SECURITIES EXCHANGE ACT OF 1934 
Release No. 56543 / September 27, 2007 

ADMINISTRATIVE PROCEEDING 
File No. 3-12839 

In the Matter of 

D.M. KECK & COMPANY, INC. 
d/b/a DISCOUNT MUNIBROKERS, 
DONALD MICHAEL KECK and 
PATRICIA ANN SEELAUS, 

Respondents. 

ORDER INSTITUTING 
ADMINISTRATIVE AND CEASE-AND
DESIST PROCEEDINGS, MAKING 
FINDINGS, AND IMPOSING REMEDIAL 
SANCTIONS AND A CEASE-AND-DESIST 
ORDER PURSUANT TO SECTIONS 15(b), 
15B(c) AND 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934 

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)(4) and 15B(c)(2) of the Securities Exchange Act of 1934 
(“Exchange Act”) against D.M. Keck & Company, Inc. d/b/a Discount Munibrokers (“Discount 
Munibrokers” or “the Firm”) and Sections 15(b)(6), 15B(c)(4) and 21C of the Exchange Act 
against Donald Michael Keck (“Keck”) and Exchange Act Sections 15(b)(6) and 15B(c)(4) against 
Patricia Ann Seelaus (“Seelaus”) (collectively “Respondents”).  

II. 

In anticipation of the institution of these proceedings, Respondents have submitted Offers 
of Settlement (“Offers”) which the Commission has determined to accept.  Solely for the purpose 
of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 
which the Commission is a party, and without admitting or denying the findings herein, except as 
to the Commission’s jurisdiction over them and the subject matter of these proceedings, which are 
admitted, Respondents consent to the entry of this Order Instituting Administrative and Cease-and-
Desist Proceedings, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist 



Order Pursuant to Sections 15(b), 15B(c) and 21C of the Securities Exchange Act of 1934 
(“Order”), as set forth below.   

III. 

FINDINGS 

On the basis of this Order and Respondents’ Offers, the Commission finds that: 

A. OVERVIEW 

This matter involves material misrepresentations, adjusted trading and other unlawful 
conduct by Discount Munibrokers, a broker-dealer that operates as a municipal securities 
“broker’s broker,” and the Firm’s CEO Donald Michael Keck, as well as supervisory failures by 
the Firm, Keck and another supervisor at the Firm, Patricia Ann Seelaus.  Until late 2006, when 
Discount Munibrokers ceased operating, the Firm acted as an intermediary for other municipal 
securities broker-dealers to pair buy and sell orders in municipal bonds in bond auctions.  In 
connection with these auctions, the Firm and Keck engaged in one or more of the practices 
described in Section III.C. below, and violated various sections and rules of the Exchange Act 
and the Municipal Securities Rulemaking Board (“MSRB”).    

B. RESPONDENTS 

D.M. Keck & Company, Inc. d/b/a Discount Munibrokers, formerly headquartered in 
Cherry Hill, New Jersey, is a broker-dealer and a municipal securities dealer.  Discount 
Munibrokers’ served as a broker’s broker in municipal securities.  The Firm has been registered 
with the Commission as a broker-dealer since 1997 pursuant to Sections 15(b) of the Exchange 
Act. Discount Munibrokers ceased operations in late 2006 but has maintained its registration with 
the Commission.  It is no longer a member of the NASD.   

Donald Michael Keck, a resident of Cherry Hill, New Jersey, has been Discount 
Munibrokers’ President and Chief Executive Officer (“CEO”) since March 1997.  Keck owns 
between 50% and 60% of the Firm.  At all relevant times, Keck held a Series 53 license (Municipal 
Securities Principal) and a Series 52 license (Municipal Securities Representative).  At all relevant 
times, Keck supervised the traders in conjunction with Seelaus. 

Patricia Ann Seelaus, a resident of Cherry Hill, New Jersey, is Discount Munibrokers’ 
Senior Vice President and Chief Financial Officer (“CFO”).  Seelaus is also the Firm’s Compliance 
Officer. Seelaus owns approximately 10% of the Firm.  At all relevant times, Seelaus held a Series 
63 license (Uniform Securities Agent State Law), a Series 53 license (Municipal Securities 
Principal), a Series 52 license (Municipal Securities Representative), a Series 24 license (General 
Securities Principal), and a Series 27 license (General Financial/Operations Principal).  At all 
relevant times, Seelaus supervised the traders, in conjunction with Keck. 

2




C. FACTS 

1. Background 

A municipal securities broker’s broker is a securities firm that acts as an agent exclusively 
for other broker-dealers in municipal securities transactions.  The role of the municipal securities 
broker’s broker is to pair buy and sell orders in municipal bonds.  The broker’s brokers normally 
do not take any positions in municipal issues; all transactions by a broker’s broker are effectively 
riskless because they are only executed when both sides of the transaction have agreed to the trade.  
In this way, the broker’s broker never holds any securities in inventory. 

2. Discount Munibrokers and Keck Gave Fake Cover Bids To High Bidders 

During the relevant time period, Discount Munibrokers’ principal business was executing 
municipal securities trades on behalf of other municipal securities dealers through an auction-type 
offer and sale process called a “bid-wanted.”  Typically in a bid-wanted auction, a broker-dealer 
will ask a municipal securities broker’s broker, like Discount Munibrokers, to solicit bids from 
other broker-dealers for a municipal bond that it wants to sell.  The broker’s broker will then solicit 
bids from potential bidders (other broker-dealers) and receive bids over a limited period of time via 
phone, e-mail, facsimile transmission, or the Internet.  When the bid-wanted auction closes, the 
broker’s broker submits the highest bid to the broker-dealer seeking to sell the bond, who then 
decides whether to sell the bond to the high bidder.  Following the bidding process, the high bidder 
generally is told the “cover bid,” i.e., the second highest bid, and the total number of bids received 
during the bid-wanted auction.  This information is also shared with the selling broker-dealer.  
These rules are not set by regulation, but appear to be industry custom and were followed by 
Discount Munibrokers.   

If the difference between the high bid and the cover bid is relatively small, which is known 
in the industry as a “tight cover,” the disclosure of the cover bid to the high bidder often provides 
the high bidder comfort that it did not overbid on, or overpay for, the security.  Conversely, when 
the difference between the high bid and the cover bid is relatively large, i.e., a “loose cover,” the 
disclosure of the cover bid might cause the high bidder to conclude that it bid or paid too much for 
the security since all the other bids were considerably lower than its own.  Thus, the spread 
between the high bid and the cover bid provides the high bidder insight into how competitive the 
bid-wanted auction was and whether it is paying a fair price for the bonds it bid on. 

When high bidders in auctions conducted by Discount Munibrokers learned that their cover 
bids were “loose,” they oftentimes punished Discount Munibrokers for allowing them to “overpay” 
for securities. This punishment usually took the form of a refusal to give business to Discount 
Munibrokers for some period of time.  In an effort to avoid this type of punishment, Discount 
Munibrokers disseminated fake cover bids to high bidders to make it appear to the high bidders that 
the auctions they won were more competitive than they really were.  Specifically, when a Discount 
Munibrokers trader conducted a bid-wanted auction with a large gap between the winning bid and 
the second highest bid, the trader alerted other traders at the Firm and, if necessary, the traders 
worked as a group to create a fake cover bid by making false bid entries into Discount Munibrokers’ 

3




computer system with a fake customer identification number as detailed below.  The trader leading 
the bid-wanted auction then passed off the fake cover bid as a legitimate cover bid to the winning 
bidder. The winning bidder was never told that the cover bid was a fake. This was all done pursuant 
to CEO Keck’s instructions and with the knowledge and consent of Seelaus, Discount Munibrokers’ 
CFO/Compliance Officer and a supervisor of the traders.  The Discount Munibrokers trader 
principally handling the bid-wanted auction entered the fake bid into the Firm’s trading/bidding 
software application, using a fake customer number of “666” instead of a legitimate customer 
number. 

For example, on September 9, 2003, a broker-dealer, with the designated customer code 
416, submitted a winning bid of $103.121 per bond for 75,000 Kershaw County, South Carolina 
bonds in a bid-wanted auction conducted by Discount Munibrokers.  Another broker-dealer, with 
the designated customer code 607, submitted a second place bid of $101.804 per bond, which was 
$1.317 less than the winning bid.  Discount Munibrokers considered this a “loose cover”, so one of 
Discount Munibrokers’ traders entered a fake cover bid of $102.868 under the customer number 
“666” into the Firm’s electronic bid sheet, thus narrowing the gap between the winning bid and the 
cover bid to a mere $.25.  

 Discount Munibrokers used fake cover bids in at least 5,682 bid-wanted auctions conducted 
between January 1, 2003 and April 30, 2004.  Respondent Keck participated in the fraudulent 
conduct, and knowingly allowed his subordinates to engage in such conduct. 

3. Discount Munibrokers And Keck Used Fake Bids to Meet Customer Requirements 

Discount Munibrokers also used fake bids to meet the requirement of certain selling broker-
dealers that Discount Munibrokers receive a minimum number of bids before executing a sale to the 
high bidder. At certain firms, traders are not allowed to sell securities through a bid-wanted auction 
unless the auction generated a minimum number of bids.  Keck and others at the firm admitted that 
fake bids were created sometimes to meet these requirements. 

4. Discount Munibrokers And Keck Engaged in Adjusted Trading Scheme 

From at least June 2003 through May 2004, Discount Munibrokers engaged in an “adjusted 
trading” scheme for the benefit of a municipal securities trader at another broker-dealer (“Broker-
Dealer A”), and reported these fictitious prices to the market.  On certain transactions brokered by 
Discount Munibrokers, where Broker-Dealer A was selling municipal bonds from its inventory to 
other broker-dealers, Discount Munibrokers paid Broker-Dealer A proceeds for the sales that were 
greater than the actual amount paid by the purchasers.  On these transactions, Discount 
Munibrokers absorbed the losses that resulted from the difference between the prices received by 
Broker-Dealer A and the prices paid by the purchasing broker-dealers.  To make up Discount 
Munibrokers’ losses, on other sales made by Broker-Dealer A through the Firm, Broker-Dealer A 
received proceeds that were less than the actual amount paid by the purchasers.  After Discount 
Munibrokers’ commissions on each transaction in the scheme were excluded, the overpayments 
and underpayments to Broker-Dealer A more or less netted out to zero.  In the aggregate, the 
scheme did not materially affect Broker-Dealer A’s profits and losses because its artificial gains 

4




were always offset by artificial losses of roughly the same amount.  Keck was aware of the scheme 
and often approved individual adjusted trades before they were executed.  

Discount Munibrokers was able to accomplish this scheme because, as a municipal 
securities broker’s broker, it routinely interposed itself between sellers and buyers on transactions 
it brokered—buying bonds from selling broker-dealers and then simultaneously selling the bonds 
to purchasing broker-dealers on a riskless principal basis.  Given its interposition on each 
transaction with Broker-Dealer A, Discount Munibrokers was able to pay Broker-Dealer A prices 
for the bonds that were different from the prices at which those bonds were being purchased by 
broker-dealers on the other side of the transactions.  Discount Munibrokers reported these artificial 
prices to the market.   

For example, on July 8, 2003, in a bid-wanted auction Discount Munibrokers conducted for 
90,000 Sevierville, Tennessee bonds Broker-Dealer A wanted to sell, the high bid (minus 
commission) that Discount Munibrokers received for Broker-Dealer A’s bonds was $101.568 per 
bond. However, Broker-Dealer A received $104.439 per bond from Discount Munibrokers, giving 
Discount Munibrokers a $2,590.10 loss on the sale rather than its normal commission of $125 for a 
bid-wanted auction of this size.  Less than two hours later, Broker-Dealer A paid Discount 
Munibrokers an artificially high commission of $2,881 on a sale of 100,000 Montgomery, 
Alabama bonds to offset Discount Munibrokers’ earlier loss.  The high bid (minus commission) on 
the second sale was $109.074 per bond, but Discount Munibrokers only paid Broker-Dealer A 
$106.318 per bond.  The Firm’s average net commission on these offsetting trades was $290.90, 
$165.90 above Discount Munibrokers’ published bid-wanted commission schedule for bid-wanted 
auctions of these sizes.  In the aggregate however, Discount Munibrokers’ average net commission 
on July 8, 2003, as a result of its adjusted trading scheme with Broker-Dealer A, was only $163.53 
per trade—close to the range of commissions the Firm generally charged.   

5. Discount Munibrokers, Keck and Seelaus Failed Reasonably to Supervise the 
Firm’s Traders

 Discount Munibrokers, Keck and Seelaus failed reasonably to supervise the Firm’s traders 
to prevent and detect the violative conduct by the firm’s traders.  Keck and Seelaus also condoned 
and participated in the conduct.  The Firm only had approximately ten traders, who worked at a 
single trading desk (one trader worked from home on a part time basis).  Keck and Seelaus were 
generally aware of everything that occurred at the Firm and, in fact, signed off on the conduct 
described above. 

Additionally, Discount Munibrokers, Keck and Seelaus failed to establish reasonable 
polices and procedures or a system to implement these procedures reasonably designed to prevent 
and detect its traders’ violative conduct.  Specifically, the Firm’s procedures failed reasonably to 
describe the responsibilities and activities of the traders with respect to the Firm’s municipal 
securities business, and, in particular, the conduct of the auctions.  

5




6. Discount Munibrokers Failed to Properly Retain Certain Books and Records 

Discount Munibrokers received bids and conducted business by facsimile, but failed to 
retain the facsimiles.  The facsimiles that were not retained contained information directly related 
to Discount Munibrokers’ municipal securities business. 

IV. 

VIOLATIONS 

As a result of the conduct described above, the Commission finds that: 

Discount Munibrokers willfully violated (i) Section 10(b) of the Exchange Act and Rule 
10b-5 promulgated thereunder, in that it, used devices, schemes or artifice to defraud various 
persons and engaged in acts, practices and a course of business which operated as a fraud or deceit 
upon various persons by making untrue statements of material fact and omitting to state material 
facts “in connection with the purchase or sale of securities”, (ii) Section 15(c)(1)(A) of the 
Exchange Act as defined in Rule 15c1-2, in that it, while acting as a broker-dealer, effected 
transactions in the purchase and sale of securities by means of manipulative, deceptive, and other 
fraudulent devices or contrivances1, (iii) Section 15B(c)(1) of the Exchange Act, in that it, while 
acting as a broker-dealer or municipal securities dealer, used the mails or interstate commerce “to 
effect any transaction in, or to induce or attempt to induce the purchase or sale of, any municipal 
securities in contravention of any rule” of the MSRB and, (iv) MSRB Rule G-17, in that it, while 
acting as a broker-dealer or municipal securities dealer, dealt unfairly with persons and engaged in 
a “deceptive, dishonest, or unfair practice.”  Specifically, Discount Munibrokers disseminated fake 
cover bids to high bidders in auctions it conducted in an effort to convince the high bidders that the 
auctions they won were more competitive than they really were.  Discount Munibrokers also used 
fake bids to meet minimum bid requirements imposed by certain broker-dealers attempting to sell 
securities through the bid-wanted auction process.  By giving the appearance that Discount 
Munibrokers was conducting municipal bond auctions with tighter spreads between the winning 
bids and cover bids and by creating the illusion of additional interest in the bonds they were 
auctioning, Discount Munibrokers deceived its customers.  Discount Munibrokers also reported 
deceptive prices to the market through its participation in an adjusted trading scheme, in violation 
of Section 10(b) and Rule 10b-5 promulgated thereunder. 

Discount Munibrokers willfully violated MSRB Rule G-13, in that it, while acting as a 
broker-dealer or municipal securities dealer, caused to be distributed or published,2 a quotation3 

1 Rule 15c1-2 under the Exchange Act provides that the term “manipulative, deceptive or other fraudulent 
device or contrivance,” as used in Section 15(c)(1)(A) of the Exchange Act, is defined to include “any act, practice, 
or course of business which operates or would operate as a fraud or deceit upon any person.” 
2 MSRB Rule G-13(a) defines the terms “distributed” or “published” as “the dissemination of quotations by 
any means of communication.” 
3 MSRB Rule G-13(a) defines the term “quotation” as any bid for, or offer of, municipal securities, or any 
request for bids for or offers of municipal securities, including indications of a “bid-wanted” or ”offer-wanted.” 

6




relating to municipal securities which did not represent a bona fide bid for, or offer of, municipal 
securities by such broker, dealer or municipal securities dealer.  MSRB Rule G-13 states that a 
quotation shall be deemed to represent a “bona fide bid for, or offer of, municipal securities” if the 
broker, dealer, or municipal securities dealer making the quotation is prepared to purchase or sell 
the security which is the subject of the quotation at the price stated in the quotation and under such 
conditions, if any, as are specified at the time the quotation is made.  Specifically, Discount 
Munibrokers placed fake bids on municipal bonds without the intent of ever purchasing the bonds.  
Because the fake bids were placed without the intent of purchasing the bond the bids were not 
“bona fide bids for” municipal securities, as defined by MSRB Rule G-13.  Some Discount 
Munibrokers traders communicated bids that were not bona fide to both the selling broker-dealers 
and bidding broker-dealers, and therefore Discount Munibrokers willfully violated MSRB Rule G
13. 

Discount Munibrokers willfully violated MSRB Rule G-14, in that it, while acting as a 
broker-dealer or municipal securities dealer, distributed or published or caused to be distributed or 
published,4 fictitious reports of a purchase or sale of municipal securities in “furtherance of a 
fraudulent, deceptive or manipulative purpose.”  Specifically, Discount Munibrokers knew that the 
adjusted trades with Broker-Dealer A were being executed to further a fraudulent scheme.  
Discount Munibrokers also knew that the trades were being reported at the artificial sales prices.  
Because it reported the fraudulent adjusted trades at the bogus prices, Discount Munibrokers 
violated MSRB Rule G-14.   

Discount Munibrokers willfully violated Section 17(a) of the Exchange Act, Exchange Act 
Rule 17a-4 and MSRB Rules G-8 and G-9, by failing to maintain originals of all communications 
received and copies of all communications relating to its business as such for a period of not less 
than three years. Specifically, Discount Munibrokers failed to retain facsimiles relating to its 
business for three years as required pursuant to Exchange Act Rule 17a-4 and MSRB Rules G-8 
and G-9. 

MSRB Rule G-27(a) requires each broker, dealer and municipal securities dealer to 
supervise the conduct of its municipal securities business and the municipal securities activities of 
its associated persons to ensure compliance with MRSB rules as well as the applicable provisions 
of the Exchange Act and the rules promulgated thereunder.  MSRB Rule G-27(c) requires each 
broker, dealer and municipal securities dealer to adopt, maintain and enforce written supervisory 
procedures reasonably designed to ensure compliance with the same rules and Exchange Act 
provisions. 

Discount Munibrokers, Keck and Seelaus failed reasonably to supervise Discount 
Munibrokers’ traders pursuant to Section 15(b)(4)(E) of the Exchange Act with a view towards 
preventing and detecting the traders’ conduct, which aided and abetted and caused Discount 
Munibrokers’ violations of Sections 15(c)(1)(A), 15B(c)(1) and 17(a) of the Exchange Act and 

MSRB Rule G-14(a) defines the terms “distributed” or “published” as “the dissemination of a report by any 
means of communication.” 

7


4 



Rule 17a-4(b) promulgated thereunder and MSRB Rules G-13, G-14 and G-17.  In the case of 
Discount Munibrokers, its failure to supervise constituted a violation of MSRB Rule G-27(a).  
Discount Munibrokers also violated MSRB Rule G-27(c) which requires the adoption, 
maintenance and enforcement of written supervisory procedures reasonably designed to ensure 
compliance with the applicable rules.  Keck and Seelaus, on behalf of Discount Munibrokers, 
failed to establish reasonable procedures for ensuring that the Firm’s bid-wanted auctions were 
being conducted in compliance with the federal securities laws.  Rather, Keck and Seelaus both 
knowingly allowed violations of the antifraud, trade reporting and books and records provisions of 
the federal securities laws and the MSRB’s rules.  Nor did Keck or Seelaus establish procedures, 
written or otherwise, to prevent fraudulent adjusted trading.  Again, Keck and Seelaus allowed 
such conduct to go on at their Firm.  By his complicity in the Firm’s misconduct, Keck aided and 
abetted and caused the Firm’s violations of MSRB Rule G-27. 

Keck willfully violated Section 10(b) of the Exchange Act and Rule 10b-5 promulgated 
thereunder.  Moreover, Keck willfully aided and abetted and caused Discount Munibrokers’ 
violations of Sections 15(c)(1)(A), 15(B)(c)(1) and 17(a) of the Exchange Act and Rule 17a-4 
promulgated thereunder and MSRB Rules G-8, G-9, G-13, G-14,  and G-17.  As the primary 
supervisor of the trading desk, Keck was aware of and approved the use of fake bids to decrease 
the spread between winning bids and relatively low cover bids.  He also knew that when a trader 
placed a bid on behalf of the Firm, there was no intent to purchase the bonds and that the trader 
would not disclose the true nature of the bid to the buyers and sellers of the bonds.  Keck also 
endorsed and encouraged the Firm’s practice of engaging in adjusted trades with Broker-Dealer A.  
Finally, Keck was responsible for overseeing whether the Firm maintained all communications 
relating to its business.  Keck, however, failed to carry out this duty by not establishing and 
enforcing adequate procedures for maintaining facsimiles relating to Discount Munibrokers’ 
business. 

In determining to accept the Offer, the Commission considered cooperation afforded the 
Commission staff. 

V. 

In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions agreed to in Respondents’ Offers. 

Accordingly, it is hereby ORDERED that: 

A. Pursuant to Sections 15(b) and 15B(c) and of the Exchange Act, Discount Munibrokers’ 
broker-dealer registration be, and hereby is, revoked. 

B. Pursuant to Section 21C of the Exchange Act, Keck shall cease and desist from committing 
or causing any violations and any future violations of Section 10(b) of the Exchange Act 
and Rule 10b-5 promulgated thereunder.   

8




C. Pursuant to Section 21C of the Exchange Act, Keck shall cease and desist from causing any 
violations and any future violations of Sections 15(c)(1)(A) and 17(a) of the Exchange Act 
and Rule 17a-4 promulgated thereunder. 

D. Pursuant to Section 21C of the Exchange Act, Keck shall cease and desist from causing any 
violations and any future violations of Section 15B(c)(1) of the Exchange Act, including 
(1) failing to deal fairly with all persons and not engage in any deceptive, dishonest or 
unfair practice under MSRB Rule G-17, (2) failing to make and keep current certain books 
and records under MSRB Rules G-8 and G-9, (3) failing to distribute or publish, a 
quotation relating to municipal securities which represents a bona fide bid for, or offer of, 
municipal securities under MSRB G-13, (4) failing to distribute or publish, accurate reports 
relating to municipal securities under MSRB G-14 and (5) failing to supervise the conduct 
of the Firm’s associated persons to ensure compliance with the MSRB rules under MSRB 
G-27. 

E.	 Keck shall pay a civil money penalty in the amount $15,000 within 15 days of entry of this 
Order.  Payments of civil money penalty shall be : (A) made by United States postal money 
order, certified check, bank cashier’s check or bank money order; (B) made payable to the 
Securities and Exchange Commission; (C) hand-delivered or mailed to the Office of 
Financial Management, Securities and Exchange Commission, Operations Center, 6432 
General Green Way, Stop 0-3, Alexandria, VA 22312; and (D) submitted under a cover 
letter that identifies the Respondent in these proceedings, the file number of these 
proceedings, a copy of which cover letter and money order or check shall be sent to Fredric 
D. Firestone, Associate Director, Division of Enforcement, Securities and Exchange 
Commission, 100 F St., N.E., Washington, DC 20549.   

F.	 Pursuant to Sections 15(b)(6) and 15B(c)(4) of the Exchange Act, Keck be, and hereby is 
barred from association with any broker or dealer or municipal securities dealer with the 
right to reapply for association after one year to the appropriate self-regulatory 
organization, or if there is none, to the Commission.  Any reapplication for association by 
Keck will be subject to the applicable laws and regulations governing the reentry process, 
and reentry may be conditioned upon a number of factors, including, but not limited to, the 
satisfaction of any or all of the following:  (a) any disgorgement ordered against Keck, 
whether or not the Commission has fully or partially waived payment of such 
disgorgement; (b) any arbitration award related to the conduct that served as the basis for 
the Commission order; (c) any self-regulatory organization arbitration award to a customer, 
whether or not related to the conduct that served as the basis for the Commission order; and 
(d) any restitution order by a self-regulatory organization, whether or not related to the 
conduct that served as the basis for the Commission order. 

G. Pursuant to Sections 15(b)(6) and 15B(c)(4) of the Exchange Act, Keck be, and hereby is 
barred from association with a broker or dealer or municipal securities dealer in a 
supervisory capacity with the right to reapply for association after five years to the 
appropriate self-regulatory organization, or if there is none, to the Commission.  Any 
reapplication for association by Keck will be subject to the applicable laws and regulations 

9




governing the reentry process, and reentry may be conditioned upon a number of factors, 
including, but not limited to, the satisfaction of any or all of the following:  (a) any 
disgorgement ordered against Keck, whether or not the Commission has fully or partially 
waived payment of such disgorgement; (b) any arbitration award related to the conduct that 
served as the basis for the Commission order; (c) any self-regulatory organization 
arbitration award to a customer, whether or not related to the conduct that served as the 
basis for the Commission order; and (d) any restitution order by a self-regulatory 
organization, whether or not related to the conduct that served as the basis for the 
Commission order. 

H. Pursuant to Sections 15(b)(6) and 15B(c)(4) of the Exchange Act, Seelaus be, and hereby is 
barred from association with a broker or dealer or municipal securities dealer in a 
supervisory capacity with the right to reapply for association after five years to the 
appropriate self-regulatory organization, or if there is none, to the Commission.  Any 
reapplication for association by Seelaus will be subject to the applicable laws and 
regulations governing the reentry process, and reentry may be conditioned upon a number 
of factors, including, but not limited to, the satisfaction of any or all of the following:  (a) 
any disgorgement ordered against Seelaus, whether or not the Commission has fully or 
partially waived payment of such disgorgement; (b) any arbitration award related to the 
conduct that served as the basis for the Commission order; (c) any self-regulatory 
organization arbitration award to a customer, whether or not related to the conduct that 
served as the basis for the Commission order; and (d) any restitution order by a self-
regulatory organization, whether or not related to the conduct that served as the basis for 
the Commission order. 

  By the Commission. 

       Nancy  M.  Morris
       Secretary  

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