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STATE OF
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).
4.
LYC became licensed in
5.
In response to inquiries from the Office, in December of 2004
LYC informed the Office that it had one
6.
LYC has represented to the Office that the sales representative
assigned to the
7.
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
8.
In response the Office’s inquiry, ABN
confirmed that LYC had only one
9.
It is the Office’s position that LYC
has acted as a broker-dealer in
10.
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.
BY:
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
Securities Administrator
Reviewed by:
February
24, 2006 s/Bonnie E. Russell
Date
Bonnie E. Russell
Assistant Securities Administrator
Presented by:
February
24, 2006 s/Cathy J. Williams
Date
Cathy J. Williams
Licensing Coordinator