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IN RE APPLICATION OF:

ONESHARE INVESTMENTS, LLC

(CRD Number 144049)

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  STIPULATED AGREEMENT
  CONDITIONING REGISTRATION
  AS A BROKER-DEALER

  No. ST-09-7689-S



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, OneShare Investments, LLC (“OneShare”), a limited liability company located at 3450 Third Street, Building 1D, Third Floor, San Francisco, California, has filed with the Commissioner an application for registration as a broker-dealer pursuant to Sections 36b-7 and 36b-32 of the Act;

WHEREAS, the application indicated that OneShare had two active officers who exercised supervisory authority over the firm’s securities activities:  1) Lance Lee (CRD number 2138822), president and sole control person of OneShare; and 2) Scott Williams (CRD number 2889617), chief compliance officer;

WHEREAS, the Commissioner, through the Securities and Business Investments Division (the “Division”) of the Department of Banking, has conducted an investigation of OneShare pursuant to Section 36b-8 of the Act;

WHEREAS, Section 36b-31-7a of the Regulations requires that at least two active officers of a broker-dealer applicant for registration have a history of being engaged in the securities business as a broker-dealer or agent and spending a major portion of their working time in the securities business for at least three years within the seven calendar years preceding the date of the application;

WHEREAS, as a result of such investigation, the Division ascertained that Lance Lee did not fulfill the experience requirements in Section 36b-31-7a of the Regulations;

WHEREAS, as a result of such investigation, the Division believes that, due to Lance Lee’s experience deficiency, a basis exists under Section 36b-15(a)(2)(J) of the Act for denying OneShare’s registration as a broker-dealer or restricting or imposing conditions on the securities or investment advisory activities that OneShare may perform in this state;

WHEREAS, OneShare voluntarily agrees to waive any right to a hearing in connection with the matters described in this Stipulated Agreement Conditioning Registration as a Broker-dealer (“Stipulated Agreement”), and waives the right to seek judicial review or otherwise challenge or contest the validity of this Stipulated Agreement;

NOW, THEREFORE, THE PARTIES HERETO DO AGREE AS FOLLOWS:

(1)
For two years, commencing on the date this Stipulated Agreement is signed by the Commissioner, OneShare and/or its successors in interest shall notify the Division Director promptly concerning any reportable disciplinary items, including, without limitation, pending regulatory investigations and inquiries initiated against OneShare or any of its members, officers, directors, control persons, agents, employees or representatives.  OneShare shall provide such notification by filing the appropriate amendments to the firm’s Form BD or the Form U-4 and/or Form U-5 of the affected individual(s) as required by rules of the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”), and/or the provisions of the Act and the Regulations.  Concurrently with such notification, OneShare shall file with the Division Director a copy of any sales-related securities complaints or other reportable actions involving the firm, its successors in interest or any of its members, officers, directors, control persons, agents, employees or representatives.  In addition, OneShare shall concurrently file with the Division Director a copy of any securities-related written reprimands, censures or warnings issued by the firm to its members, officers, directors, control persons, agents, employees or representatives;
(2)
For two years, commencing on the date this Stipulated Agreement is signed by the Commissioner, any securities business transacted by OneShare in or from Connecticut shall meet all of the following conditions:  1) all securities transactions shall be unsolicited; 2) OneShare shall effect securities transactions for no more than twenty-five Connecticut securities customers per calendar year; and 3) OneShare shall restrict its Connecticut securities business to customers obtained through OneShare’s affiliate, One Share of Stock, Inc.  During such two year period, OneShare shall further restrict its Connecticut securities business to the extent necessary to be in compliance with the terms of OneShare’s October 16, 2007 membership agreement with FINRA and any amendments to such membership agreement. Should OneShare seek to modify the terms of its membership agreement with FINRA in any material respect, OneShare shall promptly notify the Division Director in writing;
(3) OneShare shall establish, maintain, and implement such supervisory procedures and monitoring practices as are necessary to ensure that OneShare adheres to the restrictions and requirements imposed by paragraphs (1) and (2) above;
(4) For two years, commencing on the date this Stipulated Agreement is signed by the Commissioner, OneShare, through its Chief Executive Officer or Chief Compliance Officer, shall annually file with the Division Director a written certification attesting that OneShare, its members, officers, directors, agents and representatives have complied with the restrictions and requirements imposed by paragraphs (1) and (2) above;
(5) Nothing in this Stipulated Agreement shall preclude OneShare from applying in writing to the Division Director for relief from the restrictions in paragraph (2) above prior to the expiration of the two year period applicable to such restrictions, if OneShare demonstrates that it has retained additional qualified individuals to serve as active officers or managers of OneShare. As used in this paragraph, “qualified” shall mean meeting the experience requirements in Section 36b-31-7a of the Regulations;
(6) Execution of this Stipulated Agreement by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against OneShare based upon a violation of this Stipulated Agreement the basis for its entry if the Commissioner determines that compliance is not being observed with the terms hereof or if any representation or undertaking made by or on behalf of OneShare in connection with its application for registration is subsequently discovered to be untrue or not fulfilled;
(7) Effective on the date this Stipulated Agreement is signed by the Commissioner, the name “OneShare Investments, LLC” shall be entered on the Register of Broker-dealers pursuant to Section 36b-8 of the Act; and
(8) This Stipulated Agreement shall become binding when executed by the parties hereto.

IN WITNESS WHEREOF, the undersigned have executed this Stipulated Agreement Conditioning Registration as a Broker-dealer on the dates indicated.

               ________/s/_________
     Howard F. Pitkin
            Banking Commissioner

Dated at Hartford, Connecticut                 
this 23rd day of June 2009.                         

I, Lance Lee, state on behalf of OneShare Investments, LLC, that I have read the foregoing Stipulated Agreement Conditioning Registration as a Broker-dealer; that I know and fully understand its contents; that I am authorized to execute this Stipulated Agreement Conditioning Registration as a Broker-dealer on behalf of OneShare Investments, LLC, and that OneShare Investments, LLC agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein, expressly waiving any right to a hearing on the matters described herein. 
                                                                 

      OneShare Investments, LLC

By
       ________/s/_______________ 
       Lance Lee 
       President                                                      


On this 16th day of June 2009, personally appeared Lance Lee, signer of the foregoing Stipulated Agreement Conditioning Registration as a Broker-dealer, who, being duly sworn, did acknowledge to me that he was authorized to execute the same on behalf of OneShare Investments, LLC, a limited liability company, and acknowledged the same to be his free act and deed, before me.


_______________/s/_____________
Notary Public
My Commission Expires: Jun. 5, 2013




Conditional Registrations