UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 104677 / January 23, 2026

ADMINISTRATIVE PROCEEDING

File No. 3-22585

In the Matter of

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

VERTEX EDUCATION – PA,

LLC, f/k/a CHARTER

CHOICES, LLC

Respondent.

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 Vertex Education – PA, LLC, f/k/a Charter Choices, LLC (“Charter Choices” or

“Respondent”).

II.

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

of Settlement (the “Offer”) 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 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 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 that:

Summary

This matter involves unregistered municipal advisory activity by Respondent. Between

May 2020 and November 2023 (the “Relevant Period”), Respondent provided municipal advisory

services in connection with four municipal securities issuances for the benefit of four charter

schools located in Pennsylvania. These services included providing advice to the charter schools

relevant to the structure, timing, and terms of the issuances. Through these issuances,

Respondent’s clients raised over $50 million. Respondent was not registered as a municipal

advisor when it provided these services.

By conducting municipal advisory activities without registering with the Commission,

Respondent violated the registration requirements of Section 15B(a)(1)(B) of the Exchange Act.

Respondent

1.

Vertex Education – PA, LLC, f/k/a Charter Choices, LLC, is a Pennsylvania

limited liability company founded in May 2010 and located in Glenside, Pennsylvania, which

provides business consulting services, including bookkeeping, accounting, board reporting and

related services to charter schools and independent schools. During the Relevant Period, Vertex

Education – PA, LLC was known as Charter Choices, LLC.

Background

2.

During the Relevant Period, Respondent performed business and accounting

services for its charter school clients, including the four Pennsylvania-based schools at issue here.

These non-municipal advisory services included bookkeeping, accounting, board reporting and

other business and financial services.

3.

On certain occasions, Respondent provided its charter school clients with advice

regarding the issuance of municipal securities to purchase school buildings or other facilities,

construct new school buildings and/or renovate existing school buildings. As part of these

services, Respondent assisted with, among other things, assessing its charter school client’s ability

to afford the project, and assisting as needed in securing financing for the acquisition, construction

and/or renovation.

4.

During the Relevant Period, Respondent engaged in municipal advisory activity

when it provided advice to, and on behalf of, four different charter school clients in connection

with four municipal securities issuances, which raised over $50 million. Respondent’s municipal

advisory activities for these clients included, among other things, in each case providing advice

about one or more of the following: (a) financing alternatives, including municipal securities

issuances; (b) the structure, timing and terms of the proposed issuances; (c) the solicitation and

selection of an underwriter; (d) the affordability of debt service payments on proposed issuances

(e.g., by preparing 5-year financial projections for inclusion in municipal securities offering

documents); (e) the credit rating process; and (f) the risks of not meeting applicable covenants. In

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connection with municipal securities offerings, Respondent also reviewed and commented on

certain provisions in offering documents, and interacted with prospective investors on behalf of its

charter school clients and/or advised its charter school clients about how to respond to investor

inquiries. Respondent’s advice was particularized to the specific needs, objectives, and

circumstances of each client, taking into consideration their financial and facility needs and

projected revenues. Respondent charged the four clients consulting fees for its services, which

included the municipal advisory services.

5.

Respondent was not registered with the Commission as a municipal advisor when it

engaged in municipal advisory services during the Relevant Period.

Violations

6.

Municipal advisors include financial advisors who provide advice to municipal

entities and obligated persons with respect to the issuance of municipal securities, including advice

with respect to the structure, timing, terms and other similar matters concerning such issuances.

See Exchange Act Section 15B(e)(4)(A) and (B). In 2010, Congress passed the Dodd-Frank Wall

Street Reform and Consumer Protection Act, which amended Section 15B of the Exchange Act to

provide for the registration and regulation of municipal advisors. On September 20, 2013, the

Commission adopted final rules for municipal advisor registration that became effective July 1,

2014. See Registration of Municipal Advisors, Release No. 34-70462 (September 20, 2013), 78

Fed. Reg. 67468 (November 12, 2013).

7.

Section 15B(a)(1)(B) of the Exchange Act makes it unlawful for “a municipal

advisor to provide advice to or on behalf of a municipal entity or obligated person with respect to

municipal financial products or the issuance of municipal securities” without being registered

under the Commission’s municipal advisor rules.

8.

By providing municipal advisory services to its charter school clients when it was

not registered as a municipal advisor with the Commission, Respondent willfully 1 violated the

registration requirements of Section 15B(a)(1)(B) of the Exchange Act.

Respondent’s Cooperation

9.

In determining to accept the Offer, the Commission considered Respondent’s

cooperation with the staff’s investigation.

“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).

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IV.

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

impose the sanctions agreed to in Respondent’s Offer.

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

ORDERED that:

A.

Respondent cease and desist from committing or causing any violations and any

future violations of Section 15B(a)(1)(B) of the Exchange Act.

B.

Respondent is censured.

C.

Respondent shall, within ten (10) days of the entry of this Order, pay a civil money

penalty in the amount of $30,000 to the Securities and Exchange Commission for transfer to the

general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely

payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717.

Payment must be made in one of the following ways:

(1)

Respondent may transmit payment electronically to the Commission, which

will provide detailed ACH transfer/Fedwire instructions upon request;

(2)

Respondent may make direct payment from a bank account via Pay.gov

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or

(3)

Respondent may pay by certified check, bank cashier’s check, or United

States postal money order, made payable to the Securities and Exchange

Commission and hand-delivered or mailed to:

Enterprise Services Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying

Vertex Education – PA, LLC, f/k/a Charter Choices, LLC, as 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, Division of Enforcement,

Securities and Exchange Commission, 33 Arch Street, 24th Floor, Boston, MA 02110-1424.

D.

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

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

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

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

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

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

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

Penalty Offset to the 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

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