D.A. Davidson & Co.

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IN 84 TRANSACTIONS, THE FIRM, A DISTRIBUTION PARTICIPANT IN THE FIRST PACTRUST OFFERING, PURCHASED SHARES OF FIRST PACTRUST COMMON STOCK ON A PRINCIPAL BASIS, IN ITS CAPACITY AS MARKET MAKER, DURING THE RESTRICTED PERIOD ASSOCIATED WITH THE DISTRIBUTION. THE FINDINGS STATED THAT THE FIRM'S SUPERVISORY SYSTEM DID NOT PROVIDE FOR SUPERVISION REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH RESPECT TO THE APPLICABLE SECURITIES LAWS AND REGULATIONS FOR DETERMINING WHEN THE FIRM BECOMES A DISTRIBUTION PARTICIPANT SUBJECT TO SEC RULE 101 OF REGULATION M. Status: Final Sanction Detail: THE FIRM WAS CENSURED, FINED $17,500 AND UNDERTAKES TO REVISE ITS WRITTEN SUPERVISORY PROCEDURES TO ADDRESS THE DEFICIENCIES AND THE DATE THE REVISED PROCEDURES WERE IMPLEMENTED.

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IN TRANSACTIONS FOR OR WITH A CUSTOMER, THE FIRM FAILED TO USE REASONABLE DILIGENCE TO ASCERTAIN THE BEST INTER-DEALER MARKET AND FAILED TO BUY OR SELL IN SUCH MARKET SO THAT THE RESULTANT PRICE TO ITS CUSTOMER WAS AS FAVORABLE AS POSSIBLE UNDER PREVAILING MARKET CONDITIONS. THE FIRM HAS PAID MORE THAN THE $13,603.63 IN RESTITUTION SOUGHT BY FINRA TO ADDRESS THE VIOLATIONS. Status: Final Sanction Detail: THE FIRM PAID RESTITUTION TO EACH OF THE CUSTOMERS INVOLVED IN THE TRANSACTIONS PRIOR TO THE ISSUE OF THE AWC; WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS; THEREFORE, THE FIRM WAS CENSURED AND FINED $22,500.

Allegations: ALLEGED VIOLATIONS OF SECTION 15C OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 15C3-1(C)(2)(VII) THEREUNDER; SECTION 17A OF THE EXCHANGE ACT AND RULES 17A-3 AND 17A-5 THEREUNDER; NASD RULES 3110 AND 3010(A); AND FINRA RULES 4511 AND 2010. Status: Final Sanction Detail: FIRM PAID A FINE IN THE AMOUNT OF $80,000 ON APRIL 14, 2016.

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT DISADVANTAGED CERTAIN RETIREMENT PLAN AND CHARITABLE ORGANIZATION CUSTOMERS THAT WERE ELIGIBLE TO PURCHASE CLASS A SHARES IN CERTAIN MUTUAL FUNDS WITHOUT A FRONT-END SALES CHARGE. THE FINDINGS STATED THAT THESE ELIGIBLE CUSTOMERS WERE INSTEAD SOLD CLASS A SHARES WITH A FRONT-END SALES CHARGE, OR CLASS B OR C SHARES WITH BACK-END SALES CHARGES AND HIGHER ONGOING FEES AND EXPENSES. THESE SALES DISADVANTAGED ELIGIBLE CUSTOMERS BY CAUSING THEM TO PAY HIGHER FEES THAN THEY WERE ACTUALLY REQUIRED TO PAY. THE FINDINGS ALSO STATED THAT THE FIRM FAILED TO REASONABLY SUPERVISE THE APPLICATION OF SALES-CHARGE WAIVERS TO ELIGIBLE MUTUAL FUND SALES. THE FIRM RELIED ON ITS FINANCIAL ADVISORS TO DETERMINE THE APPLICABILITY OF SALES-CHARGE WAIVERS, BUT FAILED TO MAINTAIN ADEQUATE WRITTEN POLICIES OR PROCEDURES TO ASSIST FINANCIAL ADVISORS IN MAKING THIS DETERMINATION. IN ADDITION, THE FIRM FAILED TO ADEQUATELY NOTIFY AND TRAIN ITS FINANCIAL ADVISORS REGARDING THE AVAILABILITY OF MUTUAL FUND SALES-CHARGE WAIVERS FOR ELIGIBLE CUSTOMERS. THE FIRM FAILED TO ADOPT ADEQUATE CONTROLS TO DETECT INSTANCES IN WHICH THEY DID NOT PROVIDE SALES-CHARGE WAIVERS TO ELIGIBLE CUSTOMERS IN CONNECTION WITH THEIR MUTUAL FUND PURCHASES. AS A RESULT, THE FIRM ESTIMATES THAT ELIGIBLE CUSTOMERS WERE OVERCHARGED BY APPROXIMATELY $384,214 FOR MUTUAL FUND PURCHASES MADE SINCE JANUARY 1, 2011. Status: Final Sanction Detail: THE FIRM WAS CENSURED AND REQUIRED TO PROVIDE FINRA WITH A PLAN TO REMEDIATE ELIGIBLE CUSTOMERS WHO QUALIFIED FOR, BUT DID NOT RECEIVE, THE APPLICABLE MUTUAL FUND SALES-CHARGE WAIVER. AS PART OF THIS SETTLEMENT, THE FIRM AGREES TO PAY RESTITUTION TO ELIGIBLE CUSTOMERS, WHICH IS ESTIMATED TO TOTAL $447,000 (I.E., THE AMOUNT ELIGIBLE CUSTOMERS WERE OVERCHARGED, INCLUSIVE OF INTEREST).

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT PROVIDED INACCURATE OR MISLEADING STATEMENTS IN ITS ISSUE PRICE CERTIFICATES IN CONNECTION WITH MUNICIPAL OFFERINGS. THE FINDINGS STATED THAT THE FIRM ACTED AS THE SOLE UNDERWRITER FOR NUMEROUS MUNICIPAL OFFERINGS AND, IN ITS CAPACITY AS SOLE UNDERWRITER, PREPARED AND PROVIDED ISSUERS WITH ISSUE PRICE CERTIFICATES IN CONNECTION WITH THE OFFERINGS. ISSUE PRICE CERTIFICATES TYPICALLY INCLUDE REPRESENTATIONS THAT, AMONG OTHER THINGS, AT LEAST TEN PERCENT OF EACH MATURITY OF THE BONDS WERE FIRST SOLD TO THE PUBLIC AT THE INITIAL OFFERING PRICES SET FORTH IN THE OFFICIAL STATEMENT FOR THE OFFERING. HOWEVER, THE INACCURATE OR MISLEADING STATEMENTS OF THE FIRM WERE REGARDING THE PERCENTAGE OF EACH MATURITY THAT WAS SOLD OR WAS REASONABLY EXPECTED TO BE SOLD, TO THE PUBLIC. THE FINDINGS ALSO STATED THAT THE FIRM FAILED TO ESTABLISH AND MAINTAIN A SUPERVISORY SYSTEM AND WRITTEN SUPERVISORY PROCEDURES (WSPS) THAT WERE REASONABLY DESIGNED TO ENSURE THE ACCURACY OF THE REPRESENTATIONS THE FIRM MADE TO ISSUERS IN ITS ISSUE PRICE CERTIFICATES. Status: Final Sanction Detail: THE FIRM WAS CENSURED, FINED $85,000 AND REQUIRED TO, WITHIN 60 DAYS OF THE DATE THE AWC IS ISSUED, PROVIDE TO FINRA AN ACCEPTABLE PLAN FOR REVIEWING THE SECURITIES OF PERTINENT ISSUERS TO IDENTIFY AND PROVIDE NOTICE TO AFFECTED ISSUERS OF INACCURACIES IN ISSUE PRICE CERTIFICATES.

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TO REPORT TO TRACE TRANSACTIONS IN TRACE-ELIGIBLE AGENCY DEBT SECURITIES WITHIN THE TIME REQUIRED, CONSTITUTING A PATTERN OR PRACTICE OF LATE REPORTING WITHOUT EXCEPTIONAL CIRCUMSTANCES. THE FINDINGS STATED THAT THE FIRM'S VIOLATIONS WERE THE RESULT OF HUMAN ERRORS BY TRADERS OR ADMINISTRATIVE STAFF, AS WELL AS AMENDMENTS TO CORRECT, AMONG OTHER THINGS, SETTLEMENT DATES, EXECUTION TIMES, AND CHANGES TO PRICE AND VOLUME THAT WERE NOT COMPLETED WITHIN 15 MINUTES OF EXECUTION. Status: Final Sanction Detail: THE FIRM WAS CENSURED AND FINED $20,000. THE FINE WAS PAID JUNE 23, 2020.

Allegations: DURING THE PERIOD OF OCTOBER 1, 2019 THROUGH APRIL 27, 2020 (THE "REVIEW PERIOD"), THE FIRM VIOLATED NASDAQ RULE 4613(A) BY FAILING TO MAINTAIN CONTINUOUS TWO-SIDED QUOTES IN 3,037 INSTANCES. DURING THE REVIEW PERIOD, THE FIRM ALSO VIOLATED NASDAQ RULES 3010 AND 2010A (FOR CONDUCT OCCURRING BEFORE DECEMBER 6, 2019) AND NASDAQ GENERAL 9, SECTION 20 AND GENERAL 9, SECTION 1(A) (FOR CONDUCT ON OR AFTER DECEMBER 6, 2019) BY FAILING TO ESTABLISH AND MAINTAIN A SYSTEM TO SUPERVISE THE ACTIVITIES OF EACH REGISTERED REPRESENTATIVE AND ASSOCIATED PERSON THAT IS REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES LAWS AND REGULATIONS AND WITH APPLICABLE NASDAQ RULES. Status: Final Sanction Detail: FIRM CONSENTED TO THE IMPOSITION OF A CENSURE AND A FINE IN THE AMOUNT OF OF $22,000.

Allegations: ALLEGATIONS OF VIOLATIONS OF THE VERMONT UNIFORM SECURITIES ACT & REGULATIONS BY FAILING TO HAVE ADEQUATE SYSTEMS AND WRITTEN PROCEDURES TO PREVENT A FINANCIAL ADVISOR FROM EFFECTING NINE UNREGISTERED TRANSACTIONS IN VERMONT. Status: Final Sanction Detail: $40,000 PAID TO THE VERMONT DEPARTMENT OF FINANCIAL REGULATION; $20,000 PAID TO THE VERMONT DEPARTMENT OF FINANCIAL REGULATION - FINANCIAL SERVICES EDUCATION & TRAINING SPECIAL FUND. Summary: D.A. DAVIDSON SELF-REPORTED TO THE VERMONT DEPARTMENT OF FINANCIAL REGULATION RELATED TO UNAUTHORIZED ACTIVITY OF A FINANCIAL ADVISOR IN THE STATE OF VERMONT. WITHOUT ADMITTING OR DENYING THE ALLEGATIONS OF THE STATE, D.A. DAVIDSON AGREED TO RESOLVE THE MATTER BY (1) PAYING A FINE OF $60,000; (2) AGREEING TO REVISE POLICIES & PROCEDURES TO ENSURE THAT WHEN AN UNREGISTERED VERMONT TRANSACTION IS IDENTIFIED, EITHER (A) IT IS PLACED ON HOLD OR (B) THE TRANSACTION WILL BE EFFECTED BY ANOTHER AGENT WHO IS REGISTERED IN VERMONT; AND (3) AGREEING TO REVISE POLICIES & PROCEDURES RELATING TO TRUST ACCOUNTS AND MULTIPLE CO-TRUSTEES. D.A. DAVIDSON AGREED TO PROVIDE VERMONT WITH A WRITTEN DESCRIPTION OF THE POLICY REVISIONS BY OCTOBER 24, 2018.

Allegations: IA RELEASE 40-5191 / MARCH 11, 2019: THE SECURITIES AND EXCHANGE COMMISSION DEEMS IT APPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLIC ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE INSTITUTED AGAINST D.A. DAVIDSON & CO. ("RESPONDENT"). ON THE BASIS OF THIS ORDER AND RESPONDENT'S OFFER, THE COMMISSION FINDS THAT THESE PROCEEDINGS ARISE OUT OF BREACHES OF FIDUCIARY DUTY AND INADEQUATE DISCLOSURES BY THE RESPONDENT IN CONNECTION WITH ITS MUTUAL FUND SHARE CLASS SELECTION PRACTICES AND THE FEES IT RECEIVED. AT TIMES DURING THE RELEVANT PERIOD, RESPONDENT PURCHASED, RECOMMENDED, OR HELD FOR ADVISORY CLIENTS MUTUAL FUND SHARE CLASSES THAT CHARGED 12B-1 FEES INSTEAD OF LOWER-COST SHARE CLASSES OF THE SAME FUNDS FOR WHICH THE CLIENTS WERE ELIGIBLE. RESPONDENT RECEIVED 12B-1 FEES IN CONNECTION WITH THESE INVESTMENTS. RESPONDENT FAILED TO DISCLOSE IN ITS FORM ADV OR OTHERWISE THE CONFLICTS OF INTEREST RELATED TO (A) ITS RECEIPT OF 12B-1 FEES, AND/OR (B) ITS SELECTION OF MUTUAL FUND SHARE CLASSES THAT PAY SUCH FEES. DURING THE RELEVANT PERIOD, RESPONDENT RECEIVED 12B-1 FEES FOR ADVISING CLIENTS TO INVEST IN OR HOLD SUCH MUTUAL FUND SHARE CLASSES. AS A RESULT OF THE CONDUCT, RESPONDENT WILLFULLY VIOLATED SECTIONS 206(2) AND 207 OF THE ADVISERS ACT. Status: Final Sanction Detail: THE RESPONDENT SHALL CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTIONS 206(2) AND 207 OF THE ADVISERS ACT. RESPONDENT IS CENSURED, SHALL PAY DISGORGEMENT OF $613,957.83 AND PREJUDGMENT INTEREST OF $40,318.58, AND SHALL COMPLY WITH THE UNDERTAKINGS ENUMERATED IN THE OFFER OF SETTLEMENT. Summary: RESPONDENT HAS SUBMITTED AN OFFER OF SETTLEMENT WHICH THE COMMISSION HAS DETERMINED TO ACCEPT. IN VIEW OF THE FOREGOING, THE COMMISSION DEEMS IT APPROPRIATE IN THE PUBLIC INTEREST TO IMPOSE THE SANCTIONS AGREED TO IN THE RESPONDENT'S OFFER. ACCORDINGLY, IT IS ORDERED THAT RESPONDENT SHALL CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTIONS 206(2) AND 207 OF THE ADVISERS ACT. RESPONDENT IS CENSURED, SHALL PAY DISGORGEMENT OF $613,957.83 AND PREJUDGMENT INTEREST OF $40,318.58, AND SHALL COMPLY WITH THE UNDERTAKINGS ENUMERATED IN THE OFFER OF SETTLEMENT. RESPONDENT SELF-REPORTED TO THE COMMISSION THE VIOLATIONS DISCUSSED IN THIS ORDER PURSUANT TO THE DIVISION OF ENFORCEMENT'S SHARE CLASS SELECTION DISCLOSURE INITIATIVE ("SCSD INITIATIVE"). ACCORDINGLY, THIS ORDER AND RESPONDENT'S OFFER ARE BASED ON THE INFORMATION SELF-REPORTED BY RESPONDENT.

Allegations: SEC ADMIN RELEASES 33-10019; 34-77021; FEBRUARY 2, 2016: THE SECURITIES AND EXCHANGE COMMISSION DEEMS IT APPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLIC ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE, AND HEREBY ARE, INSTITUTED AGAINST D.A. DAVIDSON & CO., ("RESPONDENT"). RESPONDENT WILLFULLY VIOLATED SECTION 17(A)(2) OF THE SECURITIES ACT. THIS MATTER INVOLVES VIOLATIONS OF AN ANTIFRAUD PROVISION OF THE FEDERAL SECURITES LAWS IN CONNECTION WITH RESPONDENT'S UNDERWRITING OF CERTAIN MUNICIPAL SECURITIES OFFERINGS. RESPONDENT, A REGISTERED BROKER-DEALER, CONDUCTED INADEQUATE DUE DILIGENCE IN CERTAIN OFFERINGS AND AS A RESULT, FAILED TO FORM A REASONABLE BASIS FOR BELIEVING THE TRUTHFULNESS OF CERTAIN MATERIAL REPRESENTATIONS IN OFFICIAL STATEMENTS ISSUED IN CONNECTION WITH THOSE OFFERINGS. THIS RESULTED IN RESPONDENT OFFERING AND SELLING MUNICIPAL SECURITIES ON THE BASIS OF MATERIALLY MISLEADING DISCLOSURE DOCUMENTS. THE VIOLATIONS WERE SELF-REPORTED BY RESPONDENT TO THE COMMISSION PURSUANT TO THE DIVISION OF ENFORCEMENT'S (THE "DIVISION") MUNICIPALITIES CONTINUING DISCLOSURE COOPERATION (MCDC) INITIATIVE. Status: Final Sanction Detail: THE RESPONDENT SHALL CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTION 17(A)(2) OF THE SECURITIES ACT, PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF $500,000 AND COMPLY WITH THE UNDERTAKINGS ENUMERATED IN THE OFFER OF SETTLEMENT. Summary: IN ANTICIPATION OF THE INSTITUTION OF THESE PROCEEDINGS, RESPONDENT HAS SUBMITTED AN OFFER OF SETTLEMENT (THE "OFFER") WHICH THE COMMISSION HAS DETERMINED TO ACCEPT. SOLEY 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, EXCEPT AS TO THE COMMISSION'S JURISDICTION OVER IT AND THE SUBJECT MATTER OF THESE PROCEEDINGS, WHICH ARE ADMITTED, RESPONDENT CONSENTS TO THE ENTRY OF THIS ORDER INSTITUTING ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS PURSUANT TO SECTION 8A OF THE SECURITIES ACT OF 1933 AND SECTION 15(B) OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER. IN VIEW OF THE FOREGOING, THE COMMISSION DEEMS IT APPROPRIATE AND IN THE PUBLIC INTEREST TO IMPOSE THE SANCTIONS AGREED TO IN RESPONDENT'S OFFER. ACCORDINGLY, IT IS HEREBY ORDERED THAT RESPONDENT SHALL, CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF 17(A)(2) OF THE SECURITIES ACT; WITHIN TEN (10) DAYS OF THE ENTRY OF THIS ORDER, PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF $500,000 TO THE SECURITIES AND EXCHANGE COMMISSION; AND RETAIN AN INDEPENDENT CONSULTANT TO CONDUCT A REVIEW OF RESPONDENT'S POLICIES AND PROCEDURES AS THEY RELATE TO MUNICIPAL SECURITIES UNDERWRITING DUE DILIGENCE.

Allegations: SEC ADMIN RELEASES 33-9842; 34-75236; JUNE 18, 2015; THE SECURITIES AND EXCHANGE COMMISSION DEEMED IT APPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLIC ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE INSTITUTED AGAINST SMITH HAYES FINANCIAL SERVICES CORPORATION ("RESPONDENT"). RESPONDENT WILLFULLY VIOLATED SECTION 17(A)(2) OF THE SECURITIES ACT. THIS MATTER INVOLVES VIOLATIONS OF AN ANTI-FRAUD PROVISION OF THE FEDERAL SECURITIES LAWS IN CONNECTION WITH RESPONDENT'S UNDERWRITING OF CERTAIN MUNICIPAL SECURITIES OFFERINGS. RESPONDENT CONDUCTED INADEQUATE DUE DILIGENCE IN CERTAIN OFFERINGS AND AS A RESULT, FAILED TO FORM A REASONABLE BASIS FOR BELIEVING THE TRUTHFULNESS OF CERTAIN MATERIAL REPRESENTATIONS IN OFFICIAL STATEMENTS ISSUED IN CONNECTION WITH THOSE OFFERINGS. THIS RESULTED IN RESPONDENT OFFERING AND SELLING MUNICIPAL SECURITIES ON THE BASIS OF MATERIALLY MISLEADING DISCLOSURE DOCUMENTS. THE VIOLATIONS WERE SELF-REPORTED BY RESPONDENT TO THE COMMISSION PURSUANT TO THE DIVISION OF ENFORCEMENT'S MUNICIPALITIES CONTINUING DISCLOSURE COOPERATION INITIATIVE. Status: Final Sanction Detail: RESPONDENT SHALL CEASE-AND-DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF OF SECTION 17(A)(2) OF THE SECURITIES ACT, PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF $40,000 AND COMPLY WITH THE UNDERTAKINGS ENUMERATED IN THE OFFER OF SETTLEMENT. Summary: IN ANTICIPATION OF THE INSTITUTION OF THE THESE PROCEEDINGS, RESPONDENT SUBMITTED AN OFFER OF SETTLEMENT WHICH THE COMMISSION 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, EXCEPT AS TO THE COMMISSION'S JURISDICTION OVER IT AND THE SUBJECT MATTER OF THESE PROCEEDINGS, WHICH ARE ADMITTED, RESPONDENT CONSENTS TO THE ENTRY OF THIS ORDER INSTITUTING ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS PURSUANT TO SECTION 8A OF THE SECURITIES ACT OF 1933 AND SECTION 15(B) OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER. IN VIEW OF THE FOREGOING, THE COMMISSION DEEMS IT APPROPRIATE AND IN THE PUBLIC INTEREST TO IMPOSE THE SANCTIONS AGREED TO IN RESPONDENT'S OFFER. ACCORDINGLY, IT IS HEREBY ORDERED THAT RESPONDENT SHALL, CEASE-AND-DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF 17(A)(2) OF THE SECURITIES ACT; WITHIN TEN (10) DAYS OF THE ENTRY OF THIS ORDER, PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF $40,000 TO THE SECURITIES AND EXCHANGE COMMISSION; AND RETAIN AN INDEPENDENT CONSULTANT TO CONDUCT A REVIEW OF RESPONDENT'S POLICIES AND PROCEDURES AS THEY RELATED TO MUNICIPAL SECURITIES UNDERWRITING DUE DILIGENCE.

Allegations: THIS MATTER INVOLVES VIOLATIONS OF AN ANTIFRAUD PROVISION OF THE FEDERAL SECURITIES LAWS IN CONNECTION WITH THE FIRM'S UNDERWRITING OF CERTAIN MUNICIPAL SECURITIES OFFERINGS. THE FIRM, ALSO A REGISTERED BROKER-DEALER, CONDUCTED INADEQUATE DUE DILIGENCE IN CERTAIN OFFERINGS AND AS A RESULT, FAILED TO FORM A REASONABLE BASIS FOR BELIEVING THE TRUTHFULNESS OF CERTAIN MATERIAL REPRESENTATIONS IN OFFICIAL STATEMENTS ISSUED IN CONNECTION WITH THOSE OFFERINGS. THIS RESULTED IN THE FIRM OFFERING AND SELLING MUNICIPAL SECURITIES ON THE BASIS OF MATERIALLY MISLEADING DISCLOSURE DOCUMENTS. AS A RESULT OF THE CONDUCT DESCRIBED HEREIN, THE FIRM WILLFULLY VIOLATED SECTION 17(A)(2) OF THE SECURITIES ACT. Status: Final Sanction Detail: CIVIL MONEY PENALTY IN THE AMOUNT OF $100,000 WAS PAID IN FULL ON 7/2/2015. Summary: ON JUNE 18, 2015, WITHOUT ADMITTING OR DENYING THE FINDINGS, EXECPT AS TO THE SEC'S JURISDICTION OVER IT AND THE SUBJECT MATTER OF THE PROCEEDINGS, WELLS NELSON & ASSOCIATES CONSENTED TO THE ENTRY OF AN ORDER (THE "ORDER") PURSUANT TO SECTION 8A OF THE SECURITIES ACT OF 1933 AND SECTION 15(B) OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS OF A CEASE-AND-DESIST ORDER. THIS MATTER INVOLVED VIOLATIONS OF AN ANTI-FRAUD PROVISION OF THE FEDERAL SECURTIES LAWS IN CONNECTION WITH THE UNDERWRITING OF CERTAIN MUNICIPAL SECURITIES OFFERINGS. THE ORDER STATES THE FIRM CONDUCTED INADEQUATE DUE DILIGENCE IN CERTAIN OFFERINGS, AND, AS A RESULT, FAILED TO FORM A REASONABLE BASIS FOR BELIEVING THE TRUTHFULNESS OF CERTAIN MATERIAL REPRESENTATIONS ON OFFICIAL STATEMENTS ISSUED IN CONNECTION WITH THOSE OFFERINGS. THIS RESULTED IN THE FIRM WILLFULLY VIOLATING SECTION 17(A)(2) OF THE SECURITIES ACT OF 1933. THE VIOLATIONS DISCUSSED IN THE ORDER WERE SELF-REPORTED BY WELLS NELSON & ASSOCIATES TO THE SEC PURSUANT TO THE DIVISION OF ENFORCEMENT'S MUNICIPALITIES CONTINUING DISCLOSURE COOPERATIVE INITIATIVE. PURSUANT TO THE ORDER, THE FIRM WAS REQUIRED TO PAY A $100,000 PENALTY. IN ADDITION, THE FIRM HAS UNDERTAKEN TO RETAIN AN INDEPENDENT CONSULTANT TO CONDUCT A REVIEW OF THE FIRM'S POLICIES AND PROCEDURIES AS THEY RELATED TO MUNICIPAL SECURITIES UNDERWRITING DUE DILIGENCE. THE FIRM MUST ADOPT ALL RECOMMENDATIONS CONTAINED IN THE INDEPENDENT CONSULTANT'S REPORT WITHIN 90 DAYS OF THE DATE OF THE REPORT, CONTINGENT ON CERTAIN OTHER PROVISONS IN THE ORDER. THE FIRM MUST CERTIFY IN WRITING COMPLIANCE WITH PROVISIONS OF THE ORDER, AND COOPERATE WITH ANY SUBSEQUENT INVESTIGATION RELATED TO THE ORDER.

Allegations: DURING THE PERIOD OF DECEMBER 2, 2007 THROUGH JULY 15, 2012, CROWELL WEEDON FAILED TO REASONABLY SUPERVISE REGISTRATION FILINGS, IN VIOLATION OF NASD RULE 3010 AND NASD RULE 2110 FOR CONDUCT OCCURRING BEFORE DECEMBER 15, 2008, AND FINRA RULE 2010 THEREAFTER. Status: Final Sanction Detail: FINE OF $120,000 WAS PAID AUGUST 13, 2014. Summary: UPON THE COMPLETION OF THE MERGER OF CROWELL, WEEDON & CO. INTO D.A. DAVIDSON & CO. IN NOVEMBER 2013, CROWELL WEEDON'S SEPARATE REGISTRATION AS A BROKER DEALER CEASED AND IT HAS BECOME INTEGRATED WITHIN AND OPERATED UNDER D.A. DAVIDSON'S POLICIES AND PROCEDURES RELATING TO REGULATORY REPORTING SINCE THAT TIME.