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OFFICE OF SECURITIES
121 STATE HOUSE STATION
IN THE MATTER OF: )
Lemley, Yarling & Co. ) CONSENT AGREEMENT
and Ralph J. Lemley II ) No. 05-047-CAG
This Agreement is entered into by the State of Maine Office of Securities
(the "Office") and Lemley, Yarling & Co. (“LYC”), CRD# 18234, a
broker-dealer with its principal place of business in
WHEREAS, the parties agree as follows:
1. At all relevant times, it has been unlawful in Maine for a person to act as a broker-dealer unless licensed or exempt from licensing under the Revised Maine Securities Act, 32 M.R.S.A. §§10301 and 10302.
2. At all relevant times, it has been unlawful in Maine for a broker-dealer to employ a person as a sales representative unless the sales representative is licensed or exempt from licensing under the Revised Maine Securities Act, 32 M.R.S.A. §10301(2).
3. At all relevant times, it has been unlawful in Maine for a person to act as a sales representative unless licensed or exempt from licensing under the Revised Maine Securities Act, 32 M.R.S.A. §10301(1).
LYC became licensed in
In response to inquiries from the Office, in December of 2004
LYC informed the Office that it had one
LYC has represented to the Office that the sales representative
assigned to the
By letter dated September 19, 2005, the
Office requested that LYC’s clearing firm, ABN Amro Incorporated (“ABN”), review
its records to determine whether any of LYC’s principals, sales representatives,
or affiliates had engaged in securities transactions with
In response the Office’s inquiry, ABN
confirmed that LYC had only one
It is the Office’s position that LYC
has acted as a broker-dealer in
It is the Office’s position that Lemley
has acted as a sales representative in
11. LYC has represented to the Office that it was not its intention to violate the Maine Revised Securities Act.
12. All parties desire an expeditious resolution of this matter.
NOW THEREFORE, without trial or adjudication of any issue of fact or law, and without LYC or Lemley admitting or denying that their conduct violated the Revised Maine Securities Act, it is agreed that:
1. LYC and Lemley will comply with all licensing and other legal requirements governing persons acting as securities broker-dealers and agents in the State of Maine at all times from the date hereof;
2. In lieu of the Office seeking the imposition of a penalty for the allegations contained herein, LYC will pay the sum of $9,135.44 to the Office upon LYC’s execution of this Agreement; and
3. The Office will not take further action against LYC and Lemley based solely upon their unlicensed status during the period preceding and including the date of execution of the Agreement, PROVIDED, however, that this paragraph applies only to the transactions previously disclosed to the Office by LYC and ABN.
Lemley, Yarling & Co.
February 9, 2006 s/Ralph J. Lemley II, President
Date Ralph J. Lemley II, President
February 9, 2006 s/Ralph J. Lemley II
Date Ralph J. Lemley II
February 24, 2006 s/Michael J. Colleran
Date Michael J. Colleran
February 24, 2006 s/Bonnie E. Russell
Date Bonnie E. Russell
Assistant Securities Administrator
February 24, 2006 s/Cathy J. Williams
Date Cathy J. Williams