WHEREAS, the Banking Commissioner (the "Commissioner") is charged with the administration of Chapter 672a of the Connecticut General Statutes, the Connecticut Uniform Securities Act (the "Act") and Sections 36b-31-2 et seq. of the Regulations of Connecticut State Agencies promulgated under the Act (the “Regulations");

WHEREAS, Spencer Clarke LLC of 505 Park Avenue, 4th Floor, New York, New York 10022 is registered as a broker-dealer under the Act;

WHEREAS, Timothy Robin Touloukian (“Touloukian”) applied for registration as an agent of Spencer Clarke LLC under the Act on August 7, 2006;

WHEREAS, the Commissioner, through the Securities and Business Investments Division (the "Division") of the Department of Banking has conducted an investigation of Touloukian pursuant to Sections 36b-8 and 36b-26 of the Act;

WHEREAS, as a result of such investigation, the Division ascertained that, on July 11, 2006, the National Association of Securities Dealers (the “NASD”) suspended Touloukian from association with any NASD member in any capacity for 45 days and fined him $15,000 based on allegations that Touloukian, acting for the benefit of four hedge fund clients, violated NASD Rule 2110 by using different broker codes to circumvent mutual fund policies against excessive market timing (Acceptance, Waiver and Consent number EAF0400370003).  The 45 day suspension commenced with the opening of business on August 7, 2006 and concluded at the close of business on September 20, 2006;

WHEREAS, the above described sanctions imposed by the NASD have not been stayed or overturned by appeal or otherwise;

WHEREAS, Section 36b-15(a) of the Act provides, in part, that "[t]he commissioner may, by order, deny . . . any registration or, by order, restrict or impose conditions on the securities or investment advisory activities that an applicant or registrant may perform in this state if the commissioner finds that (1) the order is in the public interest, and (2) the applicant . . . (F) is the subject of any of the following sanctions that are currently effective or were imposed within the past ten years. . . (iii) a suspension . . . or other sanction issued by a national securities exchange or other self-regulatory organization registered under federal laws administered by the Securities and Exchange Commission . . . if the effect of the sanction has not been stayed or overturned by appeal or otherwise . . . . ”;

WHEREAS, Touloukian acknowledges that he was the subject of the NASD sanctions described herein;

WHEREAS, the NASD sanctions described herein would provide a basis under Section 36b-15(a) of the Act for the Commissioner to deny Touloukian’s registration as an agent or restrict or impose conditions on the securities or investment advisory activities that Touloukian may perform in this state, after providing Touloukian with prior notice and an opportunity for hearing;

WHEREAS, Touloukian agrees to the entry of this Consent Order Conditioning Registration as an Agent solely for the purpose of obviating the need for formal administrative proceedings on the matters described herein;

WHEREAS, Section 36b-6(b) of the Act states, in part, that:  “No broker-dealer shall employ an agent unless such agent is … registered under  . . . [the Act]”;

WHEREAS, Spencer Clarke LLC agrees to the entry of this Consent Order Conditioning Registration as an Agent solely as a condition to the registration of Touloukian as an agent under the Act, and understands that the entry of this Consent Order Conditioning Registration as an Agent does not constitute a finding by the Commissioner of a violation of any provision of the Act or any regulation or order under the Act by Spencer Clarke LLC, nor shall it operate as a restriction or limitation on the securities activities of Spencer Clarke LLC in the State of Connecticut;

WHEREAS, Touloukian voluntarily agrees to waive any right to a hearing upon the entry of this Consent Order Conditioning Registration as an Agent, and waives the right to seek judicial review or otherwise challenge or contest the validity of this Consent Order Conditioning Registration as an Agent;

1.	Touloukian shall, for three years following the entry of this Consent Order by the Commissioner, restrict his securities business in Connecticut to effecting transactions in (1) securities listed on the New York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market; (2) securities issued by investment companies regulated under the Investment Company Act of 1940; (3) securities issued or guaranteed by the United States government, any state, any political subdivision of a state, or any agency or corporate or other instrumentality of the  foregoing; and (4) exchange-listed options;
2.	Touloukian shall refrain from (1) engaging in conduct constituting or which would constitute a violation of the Act or any regulation or order under the Act, (2) while associated with Spencer Clarke LLC, engaging in conduct that would contravene the supervisory and compliance policies and procedures of that firm; and (3) engaging in any act or practice to circumvent restrictions on market timing imposed by any issuer of securities, insurance company or securities brokerage firm, including, without limitation, employing multiple broker identifying numbers, multiple customer accounts, accounts coded as confidential, multiple branch codes and multiple clearing firms, and misrepresenting the identities of brokerage customers or the agent(s) servicing customer accounts;
3.	While Touloukian is associated with Spencer Clarke LLC, Spencer Clarke LLC shall observe, and Touloukian shall abide by, the following procedures with respect to Touloukian’s activities as an agent:  (1) Touloukian will be subject to supervisory oversight by a qualified principal and will not manage or supervise himself or the securities-related activities of other agents transacting business for Connecticut investors or from Connecticut; (2) All outgoing written securities-telated communications, including, without limitation, correspondence, advertising, newsletters, client literature and e-mail, from Touloukian will be approved or initialed by Touloukian’s supervisor before the communication is mailed or otherwise disseminated, and a copy of such communication shall be delivered to the compliance department to be maintained in Touloukian’s file; (3) All incoming written securities-related communications, including correspondence and e-mail, directed to Touloukian shall be forwarded to Touloukian’s supervisor for review, and a copy of all such securities-related communications maintained in a separate on-site communications file; (4) All order tickets reflecting securities transactions effected by Touloukian will be signed by Touloukian’s supervisor or, in the supervisor’s absence, by the backup supervisor; and (5) Touloukian’s supervisor will review all monthly statements relating to accounts serviced by Touloukian, and will initial the firm’s copy of each such monthly statement to show that the supervisor has reviewed it;
4.	During the term of his association with Spencer Clarke LLC, Touloukian shall be supervised by an individual unrelated to Touloukian who either holds the position of Chief Compliance Officer or reports directly to the Chief Compliance Officer, and who shall be located in the same office and in close physical proximity to Touloukian;
5.	For so long as Touloukian remains associated with Spencer Clarke LLC but no later than three years from the date hereof, Spencer Clarke LLC shall submit to the Division Director a written report each calendar quarter 1) describing any securities-related written reprimands, censures or warnings issued by the firm to Touloukian (“Reprimands”) and any securities-related complaints, actions or proceedings (including arbitrations) (such complaints, actions or proceedings referred to collectively as “Complaints”) involving entities and individuals located in Connecticut and initiated against Touloukian for the quarter; 2) providing information on the disposition of any such Reprimands or Complaints, or on any Reprimands or Complaints reflected in an earlier report filed pursuant to this paragraph; and 3) attaching copies of such Complaints or Reprimands and any dispositional documents.  If no securities-related Complaints or Reprimands exist for the quarter, the report shall so indicate.  The first such report shall be due no later than ten business days following the quarter ending March 31, 2007 and the final report shall be due no later than ten business days following the close of the quarter ending March 31, 2010;
6.	Entry of this Consent Order Conditioning Registration as an Agent is without prejudice to the right of the Commissioner to take enforcement action against Touloukian for violations of this Consent Order Conditioning Registration as an Agent, or based on the predicate for its entry, if the Commissioner determines that compliance is not being observed with the terms hereof;
7.	The name “Timothy Robin Touloukian” be and is hereby entered on the Register of Agents pursuant to Section 36b-8 of the Act; and
8.	This Consent Order Conditioning Registration as an Agent shall become final when issued.

CONSENT TO ENTRY OF ORDER

I, Timothy Robin Touloukian, being duly sworn, do state that I agree voluntarily and without threat or coercion of any kind to the entry of this Consent Order Conditioning Registration as an Agent, voluntarily waiving any right to a hearing on the matters described herein.  
  



  ________/s/_______________
  Timothy Robin Touloukian
  


Subscribed and sworn to before me this 11th day of December 2006.

_______________/s/_______________________
Notary Public
My Commission Expires:  Nov. 10, 2009

I, John Joseph Venezia, Chief Compliance Officer of Spencer Clarke LLC, state on behalf of that entity that I have read the foregoing Consent Order Conditioning Registration as an Agent with respect to Timothy Robin Touloukian; that I know and fully understand its contents; that I am authorized to execute the same on behalf of Spencer Clarke LLC; and that Spencer Clarke LLC agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein with respect to Timothy Robin Touloukian, expressly waiving any right to a hearing on the matters described herein.
 


Spencer Clarke LLC

By

  ________/s/_______________
  John Joseph Venezia
  Chief Compliance Officer 


On this day 11th of December 2006, personally appeared John Joseph Venezia, signer of the foregoing Consent Order Conditioning Registration as an Agent with respect to Timothy Robin Touloukian, who, being duly sworn, did acknowledge to me that he was authorized to execute the same on behalf of Spencer Clarke LLC and acknowledged the same to be his free act and deed, before me.

_______________/s/_______________________
Notary Public
My Commission Expires:  Nov. 10, 2009