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:

IN WITNESS WHEREOF, the undersigned have executed this Stipulated Agreement on the dates indicated.

Conditional Registrations