In re ACACIA FINANCIAL GROUP

UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 101038 / September 17, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22118 
 
 
 
In the Matter of 
 
ACACIA FINANCIAL GROUP, INC.,  
 
Respondent. 
 
ORDER INSTITUTING 
ADMINISTRATIVE AND CEASE-
AND-DESIST PROCEEDINGS 
PURSUANT TO SECTIONS 15B AND 
21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING 
REMEDIAL SANCTIONS AND A 
CEASE-AND-DESIST ORDER  
 
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate and in 
the public interest that public administrative and cease-and-desist proceedings be, and hereby 
are, instituted pursuant to Sections 15B and 21C of the Securities Exchange Act of 1934 
(“Exchange Act”) against Acacia Financial Group, Inc. (“Acacia Financial” or “Respondent”).  
 
II. 
 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (“Offer”) which the Commission has determined to accept.  Respondent admits the 
facts set forth in Section III below, acknowledges that its conduct violated the federal securities 
laws, admits the Commission’s jurisdiction over it and the subject matter of these proceedings, 
and consents to the entry of this Order Instituting Administrative and Cease-and-Desist 
Proceedings Pursuant to Sections 15B and 21C of the Securities Exchange Act of 1934, Making 
Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set forth 
below. 
 
III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
                                           
1
 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 
binding on any other person or entity in this or any other proceeding. 

 2 
Summary 
 
1. The federal securities laws impose recordkeeping requirements on municipal 
advisors, which are intended to facilitate the Commission’s inspections and examinations of 
municipal advisors and assist the Commission in evaluating a municipal advisor’s compliance with 
the applicable federal securities laws, including the rules of the Municipal Securities Rulemaking 
Board (“MSRB”).  These recordkeeping requirements require, among other things, that municipal 
advisors maintain and preserve all written communications relating to municipal advisory activities 
for at least five years.  
 
2. These proceedings arise out of the failure of Acacia Financial employees, including 
at senior levels, to adhere to these recordkeeping requirements.  Using electronic communication 
methods that were not subject to the firm’s compliance supervision, these employees communicated 
with regard to municipal advisory activities both internally and externally by text messages (“off-
channel communications”).  
 
3. From at least July 2020 to August 2023 (the “relevant period”), a number of 
employees of Acacia Financial sent and received off-channel communications relating to municipal 
advisory activities.  Although the off-channel communications were sent and received through firm-
issued devices, Acacia Financial did not maintain or preserve these written communications as part 
of its books and records.  Acacia Financial’s failure involved employees at various levels of 
authority, including both municipal advisor representatives and municipal advisor principals.
2
  As a 
result, Acacia Financial violated Section 17(a) of the Exchange Act and Rule 15Ba1-8 thereunder, 
and MSRB Rules G-8 and G-9.   
 
4. Some of Acacia Financial’s supervisors, who were responsible for preventing this 
misconduct, themselves failed to comply with these recordkeeping requirements by sending off-
channel communications relating to municipal advisory activities.  Acacia Financial failed to 
implement and maintain a system to supervise the municipal advisory activities of the municipal 
advisor and its associated persons that is reasonably designed to achieve compliance with applicable 
recordkeeping requirements.  As a result, Acacia Financial violated MSRB Rule G-44.  By violating 
MSRB Rules G-8, G-9 and G-44, Acacia Financial violated Section 15B(c)(1) of the Exchange Act.    
 
Respondent 
 
 5. Acacia Financial Group, Inc. is a corporation headquartered in Mount Laurel, 
New Jersey.  Acacia Financial has been registered with the Commission and the MSRB as a 
municipal advisor since July 2014 and was registered during the relevant time period. 
 
                                           
2
  MSRB Rule G-3(d)(i)(A) defines a “municipal advisor representative” to mean a natural person 
associated with a municipal advisor who engages in municipal advisory activities on the municipal 
advisor’s behalf, other than a person performing only clerical, administrative, support or similar 
functions.  MSRB Rule G-3(e)(i) defines a “municipal advisor principal” to mean a natural person 
associated with a municipal advisor who is directly engaged in the management, direction or supervision 
of the municipal advisory activities of the municipal advisor and its associated persons. 

 3 
                         Recordkeeping Requirements for Municipal Advisors 
 
 6. Section 17(a)(1) of the Exchange Act requires municipal advisors to make and 
keep for prescribed periods such records, furnish such copies thereof, and make and disseminate 
such reports as the Commission, by rule, prescribes as necessary or appropriate in the public 
interest, for the protection of investors, or otherwise in furtherance of the Exchange Act.  
Exchange Act Rule 15Ba1-8 requires that municipal advisors make and keep true, accurate, and 
current originals or copies of all written communications received, and originals or copies of all 
written communications sent, by such municipal advisor relating to municipal advisory activities, 
regardless of the format of such communications, and for such records to be maintained and 
preserved for a period of not less than five years, the first two years in easily accessible places.   
 
 7. MSRB Rule G-8(h)(i) requires municipal advisors to make and keep current all 
books and records described in Exchange Act Rule 15Ba1-8(a)(1)-(8), which includes all written 
communications relating to municipal advisory activities.  MSRB Rule G-9(h)(i) requires the 
municipal advisor to preserve these records for a period of not less than five years.   
 
 8. Section 15B(c)(1) of the Exchange Act prohibits municipal advisors from 
engaging in any act, practice, or course of business that is in contravention of any rule of the 
MSRB. 
 
Policies and Procedures 
 
 9. During the relevant period, Acacia Financial maintained certain policies and 
procedures designed to ensure the maintenance and retention of certain municipal advisory-
related records, including firm email account communications, in compliance with the relevant 
recordkeeping provisions. 
 
 10. Acacia Financial’s employees were advised that the firm’s computers and email 
system were to be used for business purposes only and employees should use an alternate email 
address for personal email.  Acacia Financial employees were not advised regarding the use of 
text messaging for communications related to municipal advisory activity. 
 
 11. Messages sent through the firm’s email system were monitored, subject to review, 
and, when appropriate, archived.  Messages sent by text were not monitored, subject to review or 
archived. 
 
 12. Acacia Financial’s supervisory system was not reasonably designed to achieve 
compliance with recordkeeping requirements because it did not address employees use of 
alternate electronic communication methods with respect to municipal advisory activity. 
 
Recordkeeping Failures 
 
 13. In July 2023, the Commission staff commenced a risk-based initiative to 
investigate whether municipal advisors were properly retaining messages related to municipal 

 4 
advisory activities that were sent and/or received by employees using unapproved electronic 
communication methods.  Acacia Financial cooperated with the investigation by voluntarily 
gathering and reviewing messages found on employees’ electronic devices.   
 
 14. The Commission staff’s investigation uncovered off-channel communications at 
all seniority levels of Acacia Financial.  The investigation determined that, during the relevant 
period, a number of Acacia Financial personnel had engaged in off-channel communications 
relating to municipal advisory activities involving both other employees of Acacia Financial and 
external contacts that were not preserved. 
 
 15. For example, two employees of Acacia Financial, including a municipal advisor 
principal, exchanged texts about the underwriter’s coupon selection for a municipal issuer 
client’s bond offering and the changes they planned to recommend.  In another example, three 
employees of Acacia Financial, including a municipal advisor principal, exchanged texts about 
the pricing of a municipal issuer client’s negotiated bond offering, including discussion of 
oversubscribed maturities and requests made to the underwriter to change the spreads on certain 
maturities by a specified number of basis points. 
 
Violations 
   
16. As a result of the conduct described above, during the relevant period, Acacia 
Financial willfully
3
 violated Section 17(a) of the Exchange Act and Rule 15Ba1-8 thereunder 
and MSRB Rules G-8 and G-9, which require municipal advisors to make and preserve for at 
least five years originals or copies of all written communications received or sent relating to 
municipal advisory activities.   
 
17.  As a result of the conduct described above, during the relevant period, Acacia 
Financial willfully violated MSRB Rule G-44, which requires municipal advisors to, among 
other things, implement, and maintain a system to supervise the municipal advisory activities of 
the municipal advisor and its associated persons that is reasonably designed to achieve 
compliance with applicable securities laws and regulations, including applicable MSRB rules.   
 
18. As a result of Acacia Financial’s willful violations of MSRB Rules G-8, G-9 and 
G-44, Acacia Financial willfully violated Section 15B(c)(1) of the Exchange Act, which 
prohibits municipal advisors from making use of the mails or any means or instrumentality of 
                                           
3
  “Willfully,” for purposes of imposing relief under Section 15B of the Exchange Act, “‘means no 
more than that the person charged with the duty knows what he is doing.’”  Wonsover v. SEC, 205 F.3d 
408, 414 (D.C. Cir. 2000) (quoting Hughes v. SEC, 174 F.2d 969, 977 (D.C. Cir. 1949)).  There is no 
requirement that the actor “also be aware that he is violating one of the Rules or Acts.”  Tager v. SEC, 
344 F.2d 5, 8 (2d Cir. 1965).  The decision in The Robare Group, Ltd. v. SEC, which construed the term 
“willfully” for purposes of a differently structured statutory provision, does not alter that standard.  922 
F.3d 468, 478-79 (D.C. Cir. 2019) (setting forth the showing required to establish that a person has 
“willfully omit[ted]” material information from a required disclosure in violation of Section 207 of the 
Advisers Act). 
 

 5 
interstate commerce to provide advice to or on behalf of a municipal entity or obligated person 
with respect to municipal financial products, the issuance of municipal securities, or to undertake 
a solicitation of a municipal entity or obligated person, in contravention of any rule of the 
MSRB.   
 
Remedial Efforts 
 
 19. In determining to accept the Offer, the Commission considered remedial steps 
promptly undertaken by Acacia Financial and the cooperation afforded the Commission staff.  
Prior to this action, Respondent (i) enhanced its policies and procedures with respect to the 
preservation of electronic communications and implemented changes to the technology available 
to employees, (ii) conducted a training of all associated persons who engage in municipal 
advisory activities, (iii) established a program of periodic training of all associated persons who 
engage in municipal advisory activities, and (iv) designated the municipal advisory principals as 
responsible for ensuring compliance by Acacia Financial with such policies and procedures and 
for implementing and maintaining a training program. 
 
Undertakings 
 
 20. In addition, Respondent has undertaken to: 
 
a. Within 180 days of the entry of this Order: (i) establish reasonably designed 
written policies and procedures regarding the preservation of electronic communications;  
(ii) conduct a training of all associated persons who engage in municipal advisory 
activities regarding the preservation of electronic communications, to be provided by a 
person or entity with relevant expertise in the preservation of electronic communications 
and recordkeeping requirements under the Exchange Act, the rules and regulations 
thereunder, and under MSRB Rules; and (iii) establish a program of periodic training of all 
associated persons who engage in municipal advisory activities regarding the preservation 
of electronic communications.  The written policies and procedures should include the 
designation of a municipal advisor principal at Respondent responsible for ensuring 
compliance by Respondent with such policies and procedures and responsible for 
implementing and maintaining a record (including attendance) of the initial training and the 
periodic training program.  
 
b. Certify, in writing, compliance with the undertakings set forth above.  The 
certification shall: (i) identify the undertakings; (ii) provide written evidence of compliance 
with the undertakings in the form of a narrative; and (iii) be supported by exhibits sufficient 
to demonstrate compliance with the undertakings.  The Commission staff may make 
reasonable requests for further evidence of compliance with the undertakings, and 
Respondent agrees to provide such evidence at the time and in the manner specified by 
Commission staff or advise the Commission staff of any request for further evidence that 
Respondent considers unreasonable.  The certification, written evidence of compliance and 
supporting exhibits shall be submitted to LeeAnn Ghazil Gaunt, Chief, Public Finance 
Abuse Unit, Securities and Exchange Commission, 33 Arch Street, 24
th
 Floor, Boston, MA 

 6 
02110, with a copy to the Office of Chief Counsel of the Enforcement Division, no later 
than the one-year anniversary of the date of this order.  
 
c. Deadlines. For good cause shown, the Commission staff may extend any of the 
procedural dates relating to the undertakings.  Deadlines for procedural dates shall be 
counted in calendar days, except that if the last day falls on a weekend or federal holiday, 
the next business day shall be considered to be the last day. 
 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions agreed to in Respondent Acacia Financial’s Offer. 
 
 Accordingly, pursuant to Sections 15B and 21C of the Exchange Act, it is hereby 
ORDERED that: 
 
  A. Respondent Acacia Financial cease and desist from committing or causing any 
violations and any future violations of Section 17(a) of the Exchange Act and Rule 15Ba1-8 
thereunder and Section 15B(c)(1) of the Exchange Act and MSRB Rules G-8, G-9 and G-44.   
 
 B. Respondent Acacia Financial is censured. 
 
C. Respondent Acacia Financial shall comply with the undertakings enumerated in 
paragraph 20 above. 
  
D. Respondent Acacia Financial shall pay a civil money penalty in the amount of 
$52,000 to the Securities and Exchange Commission.  Payment shall be made in the following 
installments: within 10 days of the entry of this Order, Respondent shall pay $13,000 of the civil 
penalty amount to the Securities and Exchange Commission, of which $3,250 shall be transferred 
to the Municipal Securities Rulemaking Board in accordance with Section 15B(c)(9)(A) of the 
Exchange Act, and of which the remaining $9,750 shall be transferred to the general fund of the 
United States Treasury, subject to Exchange Act Section 21F(g)(3); within 120 days of the entry of 
this Order, Respondent shall pay $13,000 of the civil penalty amount to the Securities and 
Exchange Commission, of which $3,250 shall be transferred to the Municipal Securities 
Rulemaking Board in accordance with Section 15B(c)(9)(A) of the Exchange Act, and of which 
the remaining $9,750 shall be transferred to the general fund of the United States Treasury, subject 
to Exchange Act Section 21F(g)(3); within 240 days of the entry of this Order, Respondent shall 
pay $13,000 of the civil penalty amount to the Securities and Exchange Commission, of which 
$3,250 shall be transferred to the Municipal Securities Rulemaking Board in accordance with 
Section 15B(c)(9)(A) of the Exchange Act, and of which the remaining $9,750 shall be transferred 
to the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3); and  
within 360 days of the entry of this Order, Respondent shall pay $13,000 of the civil penalty 
amount to the Securities and Exchange Commission, of which $3,250 shall be transferred to the 
Municipal Securities Rulemaking Board in accordance with Section 15B(c)(9)(A) of the Exchange 
Act, and of which the remaining $9,750 shall be transferred to the general fund of the United States 
Treasury, subject to Exchange Act Section 21F(g)(3).  Upon the last installment payment, 

 7 
Respondent shall pay all accrued interest.  Payments shall be applied first to post-order interest, 
which accrues pursuant to 31 U.S.C. §3717.  Prior to making the final payment set forth herein, 
Respondent shall contact the staff of the Commission for the amount due.  If Respondent fails to 
make any payment by the date agreed and/or in the amount agreed according to the schedule set 
forth above, all outstanding payments under this Order, including post-order interest, minus any 
payments made, shall become due and payable immediately at the discretion of the staff of the 
Commission without further application to the Commission.  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 
Acacia Financial Group, Inc. as the Respondent in these proceedings, and the file number of 
these proceedings; a copy of the cover letter and check or money order must be sent to LeeAnn 
Ghazil Gaunt, Chief, Public Finance Abuse Unit, Securities and Exchange Commission, Boston 
Regional Office, 33 Arch Street, 24th Floor, Boston, MA 02110. 
 
E. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 
be treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 
a Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order  
 
 
 
 
 
 
 

 8 
 
 
granting the Penalty Offset, notify the Commission’s counsel in this action and pay the amount 
of the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 
deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” 
means a private damages action brought against Respondent by or on behalf of one or more 
investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 
 
 By the Commission. 
 
 
 
       Vanessa A. Countryman  
       Secretary  

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 
 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 101038 / September 17, 2024 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22118 
 

 

 

In the Matter of 
 

ACACIA FINANCIAL GROUP, INC.,  
 

Respondent. 
 

ORDER INSTITUTING 

ADMINISTRATIVE AND CEASE-

AND-DESIST PROCEEDINGS 

PURSUANT TO SECTIONS 15B AND 

21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS AND A 

CEASE-AND-DESIST ORDER  

 

I. 

 

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

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

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

(“Exchange Act”) against Acacia Financial Group, Inc. (“Acacia Financial” or “Respondent”).  

 

II. 

 

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

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

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

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

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

Proceedings Pursuant to Sections 15B and 21C of the Securities Exchange Act of 1934, Making 

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

below. 

 

III. 

 

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

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

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



 2 

Summary 

 

1. The federal securities laws impose recordkeeping requirements on municipal 

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

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

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

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

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

for at least five years.  

 

2. These proceedings arise out of the failure of Acacia Financial employees, including 

at senior levels, to adhere to these recordkeeping requirements.  Using electronic communication 

methods that were not subject to the firm’s compliance supervision, these employees communicated 

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

channel communications”).  

 

3. From at least July 2020 to August 2023 (the “relevant period”), a number of 

employees of Acacia Financial sent and received off-channel communications relating to municipal 

advisory activities.  Although the off-channel communications were sent and received through firm-

issued devices, Acacia Financial did not maintain or preserve these written communications as part 

of its books and records.  Acacia Financial’s failure involved employees at various levels of 

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

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

and MSRB Rules G-8 and G-9.   

 

4. Some of Acacia Financial’s supervisors, who were responsible for preventing this 

misconduct, themselves failed to comply with these recordkeeping requirements by sending off-

channel communications relating to municipal advisory activities.  Acacia Financial failed to 

implement and maintain a system to supervise the municipal advisory activities of the municipal 

advisor and its associated persons that is reasonably designed to achieve compliance with applicable 

recordkeeping requirements.  As a result, Acacia Financial violated MSRB Rule G-44.  By violating 

MSRB Rules G-8, G-9 and G-44, Acacia Financial violated Section 15B(c)(1) of the Exchange Act.    

 

Respondent 

 

 5. Acacia Financial Group, Inc. is a corporation headquartered in Mount Laurel, 

New Jersey.  Acacia Financial has been registered with the Commission and the MSRB as a 

municipal advisor since July 2014 and was registered during the relevant time period. 

 

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

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

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

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

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

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



 3 

                         Recordkeeping Requirements for Municipal Advisors 

 

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

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

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

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

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

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

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

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

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

 

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

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

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

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

 

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

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

MSRB. 

 

Policies and Procedures 

 

 9. During the relevant period, Acacia Financial maintained certain policies and 

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

related records, including firm email account communications, in compliance with the relevant 

recordkeeping provisions. 

 

 10. Acacia Financial’s employees were advised that the firm’s computers and email 

system were to be used for business purposes only and employees should use an alternate email 

address for personal email.  Acacia Financial employees were not advised regarding the use of 

text messaging for communications related to municipal advisory activity. 

 

 11. Messages sent through the firm’s email system were monitored, subject to review, 

and, when appropriate, archived.  Messages sent by text were not monitored, subject to review or 

archived. 

 

 12. Acacia Financial’s supervisory system was not reasonably designed to achieve 

compliance with recordkeeping requirements because it did not address employees use of 

alternate electronic communication methods with respect to municipal advisory activity. 

 

Recordkeeping Failures 

 

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

investigate whether municipal advisors were properly retaining messages related to municipal 



 4 

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

communication methods.  Acacia Financial cooperated with the investigation by voluntarily 

gathering and reviewing messages found on employees’ electronic devices.   

 

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

all seniority levels of Acacia Financial.  The investigation determined that, during the relevant 

period, a number of Acacia Financial personnel had engaged in off-channel communications 

relating to municipal advisory activities involving both other employees of Acacia Financial and 

external contacts that were not preserved. 

 

 15. For example, two employees of Acacia Financial, including a municipal advisor 

principal, exchanged texts about the underwriter’s coupon selection for a municipal issuer 

client’s bond offering and the changes they planned to recommend.  In another example, three 

employees of Acacia Financial, including a municipal advisor principal, exchanged texts about 

the pricing of a municipal issuer client’s negotiated bond offering, including discussion of 

oversubscribed maturities and requests made to the underwriter to change the spreads on certain 

maturities by a specified number of basis points. 

 

Violations 

   

16. As a result of the conduct described above, during the relevant period, Acacia 

Financial willfully3 violated Section 17(a) of the Exchange Act and Rule 15Ba1-8 thereunder 

and MSRB Rules G-8 and G-9, which require municipal advisors to make and preserve for at 

least five years originals or copies of all written communications received or sent relating to 

municipal advisory activities.   

 

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

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

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

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

compliance with applicable securities laws and regulations, including applicable MSRB rules.   

 

18. As a result of Acacia Financial’s willful violations of MSRB Rules G-8, G-9 and 

G-44, Acacia Financial willfully violated Section 15B(c)(1) of the Exchange Act, which 

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

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

more than that the person charged with the duty knows what he is doing.’”  Wonsover v. SEC, 205 F.3d 

408, 414 (D.C. Cir. 2000) (quoting Hughes v. SEC, 174 F.2d 969, 977 (D.C. Cir. 1949)).  There is no 

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

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

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

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

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

Advisers Act). 

 



 5 

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

with respect to municipal financial products, the issuance of municipal securities, or to undertake 

a solicitation of a municipal entity or obligated person, in contravention of any rule of the 

MSRB.   

 

Remedial Efforts 

 

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

promptly undertaken by Acacia Financial and the cooperation afforded the Commission staff.  

Prior to this action, Respondent (i) enhanced its policies and procedures with respect to the 

preservation of electronic communications and implemented changes to the technology available 

to employees, (ii) conducted a training of all associated persons who engage in municipal 

advisory activities, (iii) established a program of periodic training of all associated persons who 

engage in municipal advisory activities, and (iv) designated the municipal advisory principals as 

responsible for ensuring compliance by Acacia Financial with such policies and procedures and 

for implementing and maintaining a training program. 

 

Undertakings 

 

 20. In addition, Respondent has undertaken to: 

 

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

written policies and procedures regarding the preservation of electronic communications;  

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

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

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

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

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

associated persons who engage in municipal advisory activities regarding the preservation 

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

designation of a municipal advisor principal at Respondent responsible for ensuring 

compliance by Respondent with such policies and procedures and responsible for 

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

periodic training program.  

 

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

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

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

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

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

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

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

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

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

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



 6 

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

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

 

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

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

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

the next business day shall be considered to be the last day. 

 

IV. 
 

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

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

 

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

ORDERED that: 
 

  A. Respondent Acacia Financial cease and desist from committing or causing any 

violations and any future violations of Section 17(a) of the Exchange Act and Rule 15Ba1-8 

thereunder and Section 15B(c)(1) of the Exchange Act and MSRB Rules G-8, G-9 and G-44.   
 

 B. Respondent Acacia Financial is censured. 
 

C. Respondent Acacia Financial shall comply with the undertakings enumerated in 

paragraph 20 above. 

  

D. Respondent Acacia Financial shall pay a civil money penalty in the amount of 

$52,000 to the Securities and Exchange Commission.  Payment shall be made in the following 

installments: within 10 days of the entry of this Order, Respondent shall pay $13,000 of the civil 

penalty amount to the Securities and Exchange Commission, of which $3,250 shall be transferred 

to the Municipal Securities Rulemaking Board in accordance with Section 15B(c)(9)(A) of the 

Exchange Act, and of which the remaining $9,750 shall be transferred to the general fund of the 

United States Treasury, subject to Exchange Act Section 21F(g)(3); within 120 days of the entry of 

this Order, Respondent shall pay $13,000 of the civil penalty amount to the Securities and 

Exchange Commission, of which $3,250 shall be transferred to the Municipal Securities 

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

the remaining $9,750 shall be transferred to the general fund of the United States Treasury, subject 

to Exchange Act Section 21F(g)(3); within 240 days of the entry of this Order, Respondent shall 

pay $13,000 of the civil penalty amount to the Securities and Exchange Commission, of which 

$3,250 shall be transferred to the Municipal Securities Rulemaking Board in accordance with 

Section 15B(c)(9)(A) of the Exchange Act, and of which the remaining $9,750 shall be transferred 

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

within 360 days of the entry of this Order, Respondent shall pay $13,000 of the civil penalty 

amount to the Securities and Exchange Commission, of which $3,250 shall be transferred to the 

Municipal Securities Rulemaking Board in accordance with Section 15B(c)(9)(A) of the Exchange 

Act, and of which the remaining $9,750 shall be transferred to the general fund of the United States 

Treasury, subject to Exchange Act Section 21F(g)(3).  Upon the last installment payment, 



 7 

Respondent shall pay all accrued interest.  Payments shall be applied first to post-order interest, 

which accrues pursuant to 31 U.S.C. §3717.  Prior to making the final payment set forth herein, 

Respondent shall contact the staff of the Commission for the amount due.  If Respondent fails to 

make any payment by the date agreed and/or in the amount agreed according to the schedule set 

forth above, all outstanding payments under this Order, including post-order interest, minus any 

payments made, shall become due and payable immediately at the discretion of the staff of the 

Commission without further application to the Commission.  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 

Acacia Financial Group, Inc. as the Respondent in these proceedings, and the file number of 

these proceedings; a copy of the cover letter and check or money order must be sent to LeeAnn 

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

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

 

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

be treated as penalties paid to the government for all purposes, including all tax purposes.  To 

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

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

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

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

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

 

 

 

 

 

 

 

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


 8 

 

 

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

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

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

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

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

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

Commission in this proceeding. 

 

 By the Commission. 

 

 

 

       Vanessa A. Countryman  

       Secretary  


	19. In determining to accept the Offer, the Commission considered remedial steps promptly undertaken by Acacia Financial and the cooperation afforded the Commission staff.  Prior to this action, Respondent (i) enhanced its policies and procedures wit...
	Undertakings
	20. In addition, Respondent has undertaken to:
	a. Within 180 days of the entry of this Order: (i) establish reasonably designed written policies and procedures regarding the preservation of electronic communications;  (ii) conduct a training of all associated persons who engage in municipal adviso...
	b. Certify, in writing, compliance with the undertakings set forth above.  The certification shall: (i) identify the undertakings; (ii) provide written evidence of compliance with the undertakings in the form of a narrative; and (iii) be supported by ...
	c. Deadlines. For good cause shown, the Commission staff may extend any of the procedural dates relating to the undertakings.  Deadlines for procedural dates shall be counted in calendar days, except that if the last day falls on a weekend or federal ...
	IV.