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LGAUS LLC d/b/a
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STIPULATED AGREEMENT No. ST-11-7972-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 February 1, 2011, Landmark, a Connecticut limited liability company located at 14 Greenbriar Lane, Wilton, Connecticut, filed with the Commissioner an application for registration as an investment adviser pursuant to Sections 36b-7 and 36b-32 of the Act;
WHEREAS, on March 10, 2011, Byl, managing director of Landmark, filed with the Commissioner an application for registration as an investment adviser agent of Landmark 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 the Applicants pursuant to Section 36b-8 of the Act;
WHEREAS, Byl was previously registered as President and operating principal of Southridge Investment Group, LLC (Central Registration Depository number 45531) (“SIG”), a Connecticut registered broker-dealer with its principal place of business at 90 Grove Street, 2nd Floor, Ridgefield, Connecticut 06877;
WHEREAS, On [sic] October 20, 2009, the Commissioner issued an Order to Cease and Desist, Notice of Intent to Revoke Registration as Broker-dealer, Notice of Intent to Fine and Notice of Right to Hearing (Docket No. RCF-2009-7741-S) against SIG for, inter alia, failing to enforce and maintain adequate supervisory procedures while Byl was registered as President and operating principal of SIG. That matter is currently pending with the Department;
WHEREAS, the Commissioner believes that the foregoing evidence would support the imposition of administrative sanctions against the Applicants pursuant to Sections 36b-15, 36b-27(a) and 36b-27(d) of the Act;
WHEREAS, an administrative proceeding initiated under Sections 36b-15 and 36b-27 of the Act would constitute a “contested case” within the meaning of Section 4-166(2) of the General Statutes of Connecticut;
WHEREAS, Section 4-177(c) of the General Statutes of Connecticut and Section 36a-1-55(a) of the Regulations of Connecticut State Agencies provide that a contested case may be resolved by stipulation or agreed settlement, unless precluded by law;
WHEREAS, Section 36b-31(a) of the Act provides, in relevant part, that “[t]he commissioner may from time to time make . . . such . . . orders as are necessary to carry out the provisions of sections 36b-2 to 36b-34, inclusive”;
WHEREAS, Section 36b-31(b) of the Act provides, in relevant part, that “[n]o . . . order may be made . . . unless the commissioner finds that the action 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 sections 36b-2 to 36b-34, inclusive”;
WHEREAS, Section 4-177(c) of the General Statutes of Connecticut and Section 36a-1-55(a) of the Regulations of Connecticut State Agencies permits the resolution of a contested case by stipulation or agreed settlement;
WHEREAS, the Applicants desire to settle the matters described herein and voluntarily enter into this Stipulated Agreement Conditioning Registrations as an Investment Adviser and an Investment Adviser Agent (“Stipulated Agreement”), acknowledging that this Stipulated Agreement is in lieu of any court action or administrative proceeding adjudicating any issue of fact or law on the matters described herein;
WHEREAS, the Applicants, through their execution of this Stipulated Agreement, voluntarily waive any rights they may have to seek judicial review or otherwise challenge or contest the terms and conditions of this Stipulated Agreement;
WHEREAS, the Applicants have represented to the Division that they have not conducted securities and/or investment advisory activities with Connecticut residents during the pendency of their applications;
WHEREAS, the issuance of this Stipulated 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;
AND WHEREAS, the Applicants specifically assure the Commissioner that none of the violations alleged in this Stipulated Agreement shall occur in the future.
NOW, THEREFORE, THE PARTIES HERETO DO AGREE AS FOLLOWS:
1. |
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2. |
For two (2) years following the Commissioner’s execution of this Stipulated Agreement, the Applicants shall limit their investment advice to securities listed on the New York Stock Exchange, the American Stock Exchange and/or the National Market System of NASDAQ; covered options and warrants relating to any of the foregoing; commercial paper; certificates of deposit; corporate debt securities; municipal securities; securities issued by investment companies subject to regulation under the Investment Company Act of 1940; United States government securities; and insurance products subject to regulation by the Connecticut Insurance Commissioner. Nothing in this paragraph shall preclude the Applicants from referring clients to advisers whose activities are not so limited and receiving a referral fee in conjunction therewith provided full written disclosure of the fee arrangement is made to the client; | ||||||||
3. |
For two (2) years following the Commissioner’s execution of this Stipulated Agreement, the Applicants shall not exercise discretionary trading authority with respect to client accounts; | ||||||||
4. | For two (2) years following the Commissioner’s execution of this Stipulated Agreement, the Applicants shall refrain from having custody or control of client funds or securities; | ||||||||
5. | For two (2) years following the Commissioner’s execution of this Stipulated Agreement, the Applicants shall notify the Division Director in writing each calendar quarter of any complaints, actions or proceedings (including arbitrations and updates thereto) initiated against Landmark, its representatives, agents, employees, affiliates, assigns, or successors in interest, and/or Byl for the quarter, including the disposition thereof; | ||||||||
6. | For two (2) years following the Commissioner’s execution of this Stipulated Agreement, the Applicants shall provide access to any and all books, papers, correspondence, memoranda, agreements or other documents or records which the Commissioner deems necessary to determine whether Byl, Landmark or any of its principals, officers, agents, employees and representatives, has violated, is violating or is about to violate any provisions of the Act or Regulations or to assess the Applicants’ compliance with the terms of this Stipulated Agreement regardless of federal, state or exempt filing status; | ||||||||
7. | Execution of this Stipulated Agreement by the Commissioner is without prejudice to the right of the Commissioner to tale enforcement action against the Applicants based upon a violation of this Stipulated 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 the Applicants and reflected herein or in their respective applications for registration is subsequently discovered to be untrue; | ||||||||
8. | Nothing in this Stipulated Agreement shall be construed as limiting the Commissioner’s ability to take enforcement action against the Applicants 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; | ||||||||
9. | Pursuant to Section 36b-8 of the Act, the name “LGAUS LLC d/b/a Landmark Global Advisors LLC” shall be and is hereby entered on the Register of Investment Advisers, and the name “Michael James Byl” shall be and is hereby entered on the Register of Investment Adviser Agents; and | ||||||||
10. | This Stipulated Agreement shall become binding when executed by all parties hereto. |
IN WITNESS WHEREOF, the undersigned have executed this Stipulated Agreement on the dates indicated.
Dated at Hartford, Connecticut, | _______/s/____________ | |
this 27th day of December 2011. | Howard F. Pitkin | |
Banking Commissioner |
I, Michael James Byl, state on behalf of LGAUS LLC d/b/a Landmark Global Advisors 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 LGAUS LLC d/b/a Landmark Global Advisors LLC; that LGAUS LLC d/b/a Landmark Global Advisors LLC agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and that LGAUS LLC d/b/a Landmark Global Advisors LLC voluntarily consents to the issuance of this Stipulated Agreement.
LGAUS LLC | |
d/b/a Landmark Global Advisors LLC | |
By: | ______/s/_____________________ |
Michael James Byl | |
Title: Member |
State of: New York
On this the 22nd day of December 2011, before me, John H. Riley, the undersigned officer, personally appeared Michael James Byl, who acknowledged himself to be a member of LGAUS LLC d/b/a Landmark Global Advisors LLC, a limited liability company, and that he, as such member, being authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of the limited liability company by himself as member.
___________/s/________________________________
Notary Public/Commissioner of the Superior Court
Date Commission Expires: Febrauary [sic] 28th, 2014
I, Michael James Byl, state that I have read the foregoing Stipulated Agreement; that I know and fully understand its contents; that I agree freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and I voluntarily consent to the issuance of this Stipulated Agreement.
__________/s/______________ |
Michael James Byl |
State of: New York
County of: New York
On this the 22nd day of December 2011, before me, John H. Riley, the undersigned officer, personally appeared Michael James Byl, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same for the purposes therein contained.
In witness whereof I hereunto set my hand.
___________/s/_______________________________
Notary Public/Commissioner of the Superior Court
Date Commission Expires: Febrauary [sic] 28th, 2014