| * * * * * * * * * * * * * * * * * * *
ATLANTIC ALCHEMY
|
* * * * * * * * * |
STIPULATED AGREEMENT No. ST-13-8118-S |
WHEREAS, the Banking Commissioner (“Commissioner”) is charged with the administration of Chapter 672a of the General Statutes of Connecticut, the Connecticut Uniform Securities Act (“Act”), and Sections 36b-31-2 to 36b-31-33, inclusive, of the Regulations of Connecticut State Agencies (“Regulations”) promulgated under the Act;
WHEREAS, on May 6, 2013, Atlantic Alchemy Company, LLC (“AAC”), a start-up Connecticut limited liability company with a principal place of business located at 46 Republic Drive, #342, Bloomfield, Connecticut 06002, filed with the Commissioner an application for registration as an investment adviser pursuant to Sections 36b-7 and 36b-32 of the Act;
WHEREAS, the Commissioner, through the Securities and Business Investments Division (“Division”) of the Department of Banking (“Department”) has conducted an investigation of AAC pursuant to Section 36b-8 of the Act;
WHEREAS, Darren Brent Mathis (“Mathis”) (CRD No. 6188388) is the President, Chief Executive Officer and sole officer of AAC;
WHEREAS, Mathis has never been registered as an investment adviser agent under the securities laws of any state, nor has AAC been previously registered as an investment adviser in any other jurisdiction or with the SEC;
WHEREAS, neither AAC nor Mathis has been the subject of any reported securities related disciplinary actions or complaints;
WHEREAS, Mathis passed the Series 65 examination on February 2, 2013;
WHEREAS, as a result of such investigation, the Division believes that AAC has not fulfilled the experience requirements set forth in Section 36b-31-7b of the Regulations, which provides, in pertinent part, that:
| (a) | Each applicant for investment adviser registration shall (1) have been engaged in the securities business as a broker-dealer, agent, investment adviser or investment adviser agent spending a major portion of his or her working time in the securities business for at least three years within the seven calendar years preceding the date of the application or (2) be otherwise qualified by knowledge and experience as determined by the commissioner. | ||
|
. . . | |||
| (d) | Persons acting as managers shall meet the experience requirements of subsection (a) of this section. For purposes of this subsection, ‘manager’ means . . . (2) any person responsible for the day to-day operation and supervision of an investment adviser office in this state. |
WHEREAS, the Division has reason to believe that both Mathis, who would be responsible for the day-to-day operation and supervision of AAC’s office in this state, and AAC have not fulfilled the requisite experience requirements set forth in Section 36b-31-7b of the Regulations;
WHEREAS, the Division also has reason to believe that based on such experience deficiency, a basis exists under Section 36b-15(a)(2)(J) of the Act for restricting or imposing conditions on the investment advisory activities that AAC may perform in and from Connecticut;
WHEREAS, Section 36b-15(a) of the Act provides, in pertinent part, that:
| The commissioner may, by order, deny . . . any registration or, by order, restrict or impose conditions on the securities or investment advisory activities that an applicant . . . may perform in this state if the commissioner finds that (1) the order is in the public interest, and (2) the applicant . . . or, in the case of . . . [an] investment adviser, any partner, officer, or director, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling the . . . investment adviser . . . (J) is not qualified on the basis of such factors as training, experience, and knowledge of the securities business, except as otherwise provided in subsection (b) of this section; |
WHEREAS, AAC represents, through its execution of this Stipulated Agreement Conditioning Registration as an Investment Adviser (“Agreement”), that it has read and has familiarized itself with the Act and the Regulations thereunder, particularly those provisions governing the compliance responsibilities of investment advisers;
WHEREAS, AAC, through its execution of this Agreement, voluntarily waives any rights it may have to seek judicial review or otherwise challenge or contest the terms and conditions of this Stipulated Agreement;
AND WHEREAS, the issuance of this Agreement is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of the Act.
NOW THEREFORE, THE PARTIES HERETO DO AGREE AS FOLLOWS:
| 1. |
For three (3) years following the Commissioner’s execution of this Agreement, AAC shall notify each new client in writing prior to the rendering of investment advisory services concerning the restricted nature of AAC’s investment adviser activities as set forth herein and/or provide a copy of this Agreement; |
| 2. | For three (3) years following the Commissioner’s execution of this Agreement, AAC shall refrain from charging performance based fees; |
| 3. |
For three (3) years following the Commissioner’s execution of this Agreement, AAC shall limit its investment advice to the following: securities listed on the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market or the NASDAQ Global Market; securities issued by investment companies regulated under the Investment Company Act of 1940; commercial paper; certificates of deposit; corporate debt securities; municipal securities; securities issued or guaranteed by the United States; and insurance products subject to regulation by the Connecticut Insurance Commissioner. Nothing in this paragraph shall preclude AAC from referring clients to registered investment advisers whose activities are not so limited, and from receiving a referral fee in conjunction therewith provided that full written disclosure of the fee arrangement is made to clients; |
| 4. | For three (3) years following the Commissioner’s execution of this Agreement, AAC shall notify the Division Director promptly, through appropriate amendments to the CRD and IARD filings of AAC and Mathis, concerning any securities-related complaints, actions, arbitrations or proceedings (and any updates thereto), including the dispositions thereof; |
| 5. |
Execution of this Agreement by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against AAC based upon a violation of this Agreement or the basis for its entry if the Commissioner determines that compliance is not being observed with the terms hereof, or if any representation made by or on behalf of AAC in connection with its application for registration is subsequently discovered to be untrue; |
| 6. | Nothing in this Agreement shall be construed as limiting the Commissioner’s ability to take enforcement action against AAC based upon evidence of which the Division was unaware on the date hereof relating to a violation of the Act or any regulation, rule or order under the Act; |
| 7. | The name “Atlantic Alchemy Company, LLC” be and is hereby entered on the Register of Investment Advisers pursuant to Section 36b-8 of the Act; and |
| 8. | This Agreement shall become binding when executed by all parties hereto. |
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the dates indicated.
| Dated at Hartford, Connecticut, | ______/s/____________ | |
| this 20th day of November 2013. | Howard F. Pitkin | |
| Banking Commissioner |
I, Darren Brent Mathis, state on behalf of Atlantic Alchemy Company, LLC, that I have read the foregoing Stipulated Agreement; that I know and fully understand its contents; that I am authorized to execute this Stipulated Agreement on behalf of Atlantic Alchemy Company, LLC; and that Atlantic Alchemy Company, LLC agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein, expressly waiving any right it may have to a hearing on the matters described herein.
| Atlantic Alchemy Company, LLC | |
| By: | ______/s/_______________________ |
| Darren Brent Mathis | |
| President and Chief Executive Officer |
State of: Connecticut
On this the 12th day of October 2013, before me, John T. Sulcs, the undersigned officer, personally appeared Darren Brent Mathis, who acknowledged himself to be President and Chief Executive Officer of Atlantic Alchemy Company, LLC, and that he, as such President and Chief Executive Officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the limited liability company by himself as President and CEO.
_____/s/___________________________
Notary Public
Date Commission Expires: Feb. 28, 2014