To protect the health and safety of the public and our employees, the Department of Banking has limited the number of employees at our office at 260 Constitution Plaza in Hartford. When contacting the Department, please use electronic communication whenever possible. Consumers are encouraged to use our online form for complaints. If you are unsure where to send an inquiry, you may send it to Department.Banking@ct.gov and it will be routed appropriately. Thank you for your patience during this time.

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IN THE MATTER OF:

LGAUS LLC d/b/a
LANDMARK GLOBAL ADVISORS LLC CRD No. 156330
("Landmark")

MICHAEL JAMES BYL
CRD No. 1204677
("Byl")

(Collectively "Applicants")

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STIPULATED AGREEMENT
CONDITIONING REGISTRATIONS
AS AN INVESTMENT ADVISER
AND AN INVESTMENT ADVISER AGENT

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.
(a)      For two (2) years following the Commissioner’s execution of this Stipulated Agreement, the Applicants shall retain an independent consultant sufficiently experienced in state and federal securities law compliance and not unacceptable to the Division Director to evaluate the Applicants’ supervisory and compliance policies and procedures and the adequacy of current compliance employee staffing and experience levels, and make recommendations to ensure that such compliance policies and procedures safeguard against violations of the Act, Regulations and this Stipulated Agreement.  The Applicants shall identify such independent consultant in writing to the Division Director prior to the Commissioner’s execution of this Stipulated Agreement.  The Applicants shall consult with such independent consultant with respect to the Applicants’ compliance with this Stipulated Agreement, the Act and the Regulations thereunder according to the following schedule, provided nothing herein shall preclude more frequent consultations should the need arise:  (i) during the first year following the Commissioner’s execution of this Stipulated Agreement, the consultation shall occur on a quarterly basis; and (ii) during the second year following the Commissioner’s execution of this Stipulated Agreement, the consultation shall occur semi-annually;
  
(b)  By December 31st of each year to which this obligation extends, the Applicants shall file with the Division Director an annual sworn affidavit verifying that they have fully discussed his Connecticut compliance responsibilities with the independent consultant and that, in connection therewith, the Applicants are complying with this Stipulated Agreement and with the advice of the independent consultant; and
(c)     During the foregoing two-year period, should the Applicants sever their relationship with the independent consultant identified to the Division Director, the Applicants shall apprise the Division Director in writing of the reasons for such severance within thirty (30) days following such severance, and shall identify the successor independent consultant engaged to perform the services described in paragraph (1)(a).  Any such successor independent consultant shall also be sufficiently experienced in state and federal securities law compliance and not unacceptable to the Division Director; 
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
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, 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.
In witness whereof I hereunto set my hand.


___________/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




Conditional Registrations