| * * * * * * * * * * * * * * * * * *
BENJAMIN F. EDWARDS * * * * * * * * * * * * * * * * * * |
* * * * * * * * * * * |
STIPULATION AND
|
WHEREAS, Benjamin F. Edwards & Company, Inc. (“BFE”) is a broker-dealer that has been registered under Chapter 672a of the General Statutes of Connecticut, the Connecticut Uniform Securities Act (the “Act”) since June 1, 2009. BFE maintains its principal office at One North Brentwood Boulevard, Suite 850, St. Louis, Missouri and has two broker-dealer branch offices in Connecticut;
WHEREAS, BFE has been registered as an investment adviser with the Securities and Exchange Commission since May 6, 2010 and has been an investment advisory notice filer under Section 36b-6(e) of the Act since May 6, 2010;
WHEREAS, the Banking Commissioner (“Commissioner”) is charged with the administration of the Act and Sections 36b-31-2 to 36b-31-33, inclusive, of the Regulations of Connecticut State Agencies (“Regulations”) promulgated under the Act;
WHEREAS, in connection with a broker-dealer examination of BFE, the staff of the Securities and Business Investments Division (“Division”) of the Department of Banking (“Department”) ascertained that two registered broker-dealer agents, whose workplace assignment had been relocated to Connecticut in 2016, were transacting business as investment adviser agents without being registered as such under the Act;
WHEREAS, BFE represents that the individuals in question were previously appropriately registered in another state;
WHEREAS, immediately upon being notified by Division staff of the investment adviser agent compliance issue, BFE proceeded to file the requisite applications, and each individual became registered as an investment adviser agent in Connecticut on April 3, 2017;
WHEREAS, Section 36b-(6)(c)(3) of the Act provides, in part, that: “No investment adviser shall engage an investment adviser agent unless such investment adviser agent is registered under sections 36b-2 to 36b-34, inclusive”;
WHEREAS, a violation of Section 36b-6(c)(3) of the Act would support the initiation of administrative proceedings under Sections 36b-15 and 36b-27 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(4) 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 provide that a contested case may be resolved by stipulation or agreed settlement, unless precluded by law;
WHEREAS, BFE desires to settle the matter described herein and, without either admitting or denying the Commissioner’s allegations set forth hereinabove, and solely for the purpose of concluding this matter, voluntarily enters into this Stipulation and Agreement, acknowledging that this Stipulation and Agreement is in lieu of any court action or administrative proceeding adjudicating any issue of fact or law on the matter described herein;
WHEREAS, BFE expressly consents to the Commissioner’s jurisdiction under the Act and to the terms of this Stipulation and Agreement;
WHEREAS, BFE, through its execution of this Stipulation and Agreement, voluntarily waives any rights it may have to seek judicial review or otherwise challenge or contest the terms and conditions of this Stipulation and Agreement;
AND WHEREAS, BFE specifically assures the Commissioner that none of the violations alleged in this Stipulation and Agreement shall occur in the future.
NOW THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS:
| 1. |
No later than the date this Stipulation and Agreement is executed by the Commissioner, BFE shall remit to the Department by cashier’s check, certified check or money order made payable to “Treasurer, State of Connecticut” the sum of five hundred dollars ($500) as an administrative fine; |
| 2. |
BFE, its officers, directors, representatives, agents, employees, affiliates, and successors in interest shall refrain from engaging, directly or indirectly, in conduct constituting or which would constitute a violation of the Act or any regulation or order under the Act; |
| 3. | Execution of this Stipulation and Agreement by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against BFE based upon a violation of this Stipulation and Agreement or the basis for its entry if the Commissioner determines that compliance is not being observed with the terms of this Stipulation and Agreement; and |
| 4. | This Stipulation and Agreement shall become binding when executed by BFE and the Commissioner. |
IN WITNESS WHEREOF, the undersigned have executed this Stipulation and Agreement on the dates indicated.
| Dated at Hartford, Connecticut, | ____/s/_____________ | |
| this 10th day of July 2017. | Jorge L. Perez | |
| Banking Commissioner |
I, Billy Joe Wisdom, state on behalf of Benjamin F. Edwards & Company, Inc., that I have read the foregoing Stipulation and Agreement; that I know and fully understand its contents; that I am authorized to execute this Stipulation and Agreement on behalf of Benjamin F. Edwards & Company, Inc.; and that Benjamin F. Edwards & Company, Inc. agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein.
| Benjamin F. Edwards & Company, Inc. | ||
| By | _____/s/_________________________ | |
| Billy Joe Wisdom | ||
| Chief Compliance Officer |
State of: Missouri
County of: St. Louis
On this the 3rd day of July 2017, before me, the undersigned officer, personally appeared Billy Joe Wisdom, who acknowledged himself to be the Chief Compliance Officer of Benjamin F. Edwards & Company, Inc., a corporation, and that he, as such Chief Compliance Officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself as Chief Compliance Officer.
In witness whereof I hereunto set my hand.
_____/s/__________________________
Notary Public
Date Commission Expires: 10/04/2018