PROEQUITIES, INC.€¦ · Mailing Address P.O. BOX 518 BIRMINGHAM, AL 35201-0518 ... business and...

BrokerCheck Report

PROEQUITIES, INC.

Report #28049-61805, data current as of Tuesday, August 9, 2016.

Section Title

Report Summary

Firm History

CRD# 15708

1

8

Firm Profile 2 - 7

Page(s)

Firm Operations 9 - 17

Disclosure Events 18

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PROEQUITIES, INC.

CRD# 15708

SEC# 8-32590

Main Office Location

2801 HIGHWAY 280 SOUTHBIRMINGHAM, AL 35223Regulated by FINRA New Orleans Office

Mailing Address

P.O. BOX 518BIRMINGHAM, AL 35201-0518

This firm is a brokerage firm and an investmentadviser firm. For more information aboutinvestment adviser firms, visit the SEC'sInvestment Adviser Public Disclosure website at:

Business Telephone Number

800-288-3035

http://www.adviserinfo.sec.gov

Report Summary for this Firm

This report summary provides an overview of the brokerage firm. Additional information for this firm can be foundin the detailed report.

Disclosure Events

Brokerage firms are required to disclose certaincriminal matters, regulatory actions, civil judicialproceedings and financial matters in which the firm orone of its control affiliates has been involved.

Are there events disclosed about this firm? Yes

The following types of disclosures have beenreported:

Type Count

Regulatory Event 54

Arbitration 7

Firm Profile

This firm is classified as a corporation.

This firm was formed in Alabama on 07/11/1984.

Its fiscal year ends in December.

Firm History

Information relating to the brokerage firm's historysuch as other business names and successions(e.g., mergers, acquisitions) can be found in thedetailed report.

Firm Operations

Is this brokerage firm currently suspended with anyregulator? No

This firm conducts 23 types of businesses.

This firm is affiliated with financial or investmentinstitutions.

This firm has referral or financial arrangements withother brokers or dealers.

This firm is registered with:

• the SEC• 1 Self-Regulatory Organization• 52 U.S. states and territories

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1©2016 FINRA. All rights reserved. Report# 28049-61805 about PROEQUITIES, INC. Data current as of Tuesday, August 9, 2016.

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This firm is classified as a corporation.

This firm was formed in Alabama on 07/11/1984.

CRD#

This section provides the brokerage firm's full legal name, "Doing Business As" name, business and mailingaddresses, telephone number, and any alternate name by which the firm conducts business and where such name isused.

Firm Profile

Firm Names and Locations

Its fiscal year ends in December.

PROEQUITIES, INC.

SEC#

15708

8-32590

Main Office Location

Mailing Address

Business Telephone Number

Doing business as PROEQUITIES, INC.

800-288-3035

Regulated by FINRA New Orleans Office

2801 HIGHWAY 280 SOUTHBIRMINGHAM, AL 35223

P.O. BOX 518BIRMINGHAM, AL 35201-0518


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This section provides information relating to all direct owners and executive officers of the brokerage firm.

Direct Owners and Executive Officers

Firm Profile

Position

Percentage of Ownership

Is this a public reportingcompany?

Position Start Date

Does this owner direct themanagement or policies ofthe firm?

PROTECTIVE LIFE CORPORATION

PARENT

75% or more

Yes

Domestic Entity

08/1984

Yes

Is this a domestic or foreignentity or an individual?

Legal Name & CRD# (if any):

Position



Position Start Date


CYPHERT, MARK JOSEPH

DIRECTOR/BOARD MEMBER

Less than 5%

No

Individual

07/2013

No

6233118



Position


Position Start Date

FLINT, CHRISTOPHER WADE

PRESIDENT/CEO

Less than 5%

Individual

07/2015

2804477






Direct Owners and Executive Officers (continued)

Firm Profile




Less than 5%

No

Yes

Position



Position Start Date


GUERRERA, DARREN CYRIL

CFO

Less than 5%

No

Individual

04/2015

Yes

2541120



Position



Position Start Date


HARTLEY, RORY MARSHALL

MANAGING DIRECTOR, PROTECTIVE SECURITIES

Less than 5%

No

Individual

12/2004

No

1464251



MILLER, HAROLD BLAINE

4214267






Firm Profile

Position



Position Start Date


CHIEF SUPERVISION OFFICER

Less than 5%

No

Individual

12/2015

Yes

4214267


Position



Position Start Date


SAWYER, JOHN ROBERT

DIRECTOR

Less than 5%

No

Individual

03/2012

Yes

2163226



Position


Position Start Date


WELLS, PAUL RICHARD

DIRECTOR/BOARD MEMBER

Less than 5%

Individual

04/2013

No

6188199







Firm Profile



No

No

Position



Position Start Date


YOUHN, STEPHEN MICHAEL

CHIEF COMPLIANCE OFFICER

Less than 5%

No

Individual

04/2016

Yes

1414691






This section provides information relating to any indirect owners of the brokerage firm.

Indirect Owners

Firm Profile

THE DAI-ICHI LIFE INSURANCE COMPANY, LIMITED

SHAREHOLDER

PROTECTIVE LIFE CORPORATION

75% or more

No

Foreign Entity

02/2015

Yes



Company through whichindirect ownership isestablished

Relationship to Direct Owner

Relationship Established







Firm History

This section provides information relating to any successions (e.g., mergers, acquisitions) involving the firm.

No information reported.




Firm Operations

RegistrationsThis section provides information about the regulators (Securities and Exchange Commission (SEC), self-regulatoryorganizations (SROs), and U.S. states and territories) with which the brokerage firm is currently registered andlicensed, the date the license became effective, and certain information about the firm's SEC registration.

This firm is currently registered with the SEC, 1 SRO and 52 U.S. states and territories.

SEC Registration Questions

This firm is registered with the SEC as:

A broker-dealer:

A broker-dealer and government securities broker or dealer:

A government securities broker or dealer only:

This firm has ceased activity as a government securities broker or dealer:

Yes

Yes

No

No

Federal Regulator Status Date Effective

SEC Approved 10/11/1984

Self-Regulatory Organization Status Date Effective

FINRA Approved 03/01/1985




Firm Operations

Registrations (continued)

U.S. States &Territories

Status Date Effective

Alabama Approved 01/10/1985

Alaska Approved 04/09/1990

Arizona Approved 09/20/1985

Arkansas Approved 09/18/1985

California Approved 06/20/1985

Colorado Approved 04/02/1985

Connecticut Approved 08/18/1988

Delaware Approved 11/02/1988

District of Columbia Approved 02/25/1990

Florida Approved 04/29/1985

Georgia Approved 04/22/1985

Hawaii Approved 05/21/1990

Idaho Approved 02/11/1986

Illinois Approved 03/21/1985

Indiana Approved 05/12/1987

Iowa Approved 03/10/1986

Kansas Approved 04/23/1985

Kentucky Approved 01/23/1986

Louisiana Approved 03/03/1986

Maine Approved 09/09/1988

Maryland Approved 07/31/1985

Massachusetts Approved 08/07/1990

Michigan Approved 11/14/1986

Minnesota Approved 04/30/1990

Mississippi Approved 08/05/1985

Missouri Approved 06/24/1985

Montana Approved 01/29/1990

Nebraska Approved 05/07/1990

Nevada Approved 09/03/1985

New Hampshire Approved 04/17/1990

New Jersey Approved 08/25/1988

New Mexico Approved 02/26/1986

New York Approved 09/20/1993

U.S. States &Territories

Status Date Effective

North Carolina Approved 03/27/1985

North Dakota Approved 05/08/1990

Ohio Approved 01/16/1998

Oklahoma Approved 09/03/1985

Oregon Approved 03/26/1990

Pennsylvania Approved 02/20/1987

Rhode Island Approved 02/05/1990

South Carolina Approved 04/03/1985

South Dakota Approved 02/15/1990

Tennessee Approved 08/19/1985

Texas Approved 03/05/1985

Utah Approved 03/05/1990

Vermont Approved 05/31/1990

Virgin Islands Approved 08/05/2005

Virginia Approved 12/16/1986

Washington Approved 03/13/1990

West Virginia Approved 12/12/1988

Wisconsin Approved 01/02/1986

Wyoming Approved 01/21/1986




Firm Operations

Types of BusinessThis section provides the types of business, including non-securities business, the brokerage firm is engaged in orexpects to be engaged in.

Other Types of Business

This firm currently conducts 23 types of businesses.

Types of Business

Broker or dealer making inter-dealer markets in corporation securities over-the-counter

Broker or dealer retailing corporate equity securities over-the-counter

Broker or dealer selling corporate debt securities

Underwriter or selling group participant (corporate securities other than mutual funds)

Mutual fund retailer

U S. government securities dealer

U S. government securities broker

Municipal securities dealer

Municipal securities broker

Broker or dealer selling variable life insurance or annuities

Solicitor of time deposits in a financial institution

Broker or dealer selling oil and gas interests

Put and call broker or dealer or option writer

Broker or dealer selling securities of non-profit organizations (e.g., churches, hospitals)

Investment advisory services

Broker or dealer selling tax shelters or limited partnerships in primary distributions

Broker or dealer selling tax shelters or limited partnerships in the secondary market

Trading securities for own account

Private placements of securities

Broker or dealer selling interests in mortgages or other receivables

Broker or dealer involved in a networking, kiosk or similar arrangment with a: bank, savings bank or association, orcredit union

Broker or dealer involved in a networking, kiosk or similar arrangment with a: insurance company or agency

Other - PURSUANT TO AMENDED MEMBERSHIP AGREEMENT, FIRM IS APPROVED TO PARTICIPATE IN A RE-INTRODUCING CLEARING AGREEMENT AND A BROKER-TO-BROKER SERVICE ARRANGEMENT.ADDITIONALLY, THE FIRM IS APPROVED TO PARTICIPATE IN SECONDARY MARKET TRADING ACTIVITIES.




Other Types of Business

This firm does not effect transactions in commodities, commodity futures, or commodity options.This firm does not engage in other non-securities business.

Non-Securities Business Description:


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Firm Operations

Clearing Arrangements

This firm does not hold or maintain funds or securities or provide clearing services for other broker-dealer(s).

Introducing Arrangements

This firm does refer or introduce customers to other brokers and dealers.

Name: PERSHING LLC

Business Address: ONE PERSHING PLAZAJERSEY CITY, NJ 07399

CRD #: 7560

Effective Date: 05/21/1997

Description: THE FIRM OPERATES PURSUANT TO THE (K)(2)(II) EXEMPTIVEPROVISIONS OF SEC RULE 15C3-3 AND WILL NOT HOLD CUSTOMERFUNDS OR SECURITIES. IN ACCORDANCE WITH THIS PROVISION, THEFIRM WILL INTRODUCE CUSTOMERS ON A FULLY DISCLOSED BASIS, ASDESCRIBED IN THE CLEARING AGREEMENTS WITH PERSHING LLC.




Firm Operations

Industry Arrangements

This firm does have books or records maintained by a third party.

This firm does have accounts, funds, or securities maintained by a third party.

This firm does have customer accounts, funds, or securities maintained by a third party.

This firm does not have individuals who control its management or policies through agreement.

Control Persons/Financing

Name: PROTECTIVE LIFE CORPORATION



Description: PROTECTIVE LIFE CORPORATION, PROEQUITIES, INC.'S PARENTCOMPANY MAINTAINS CERTAIN ACCOUNTING AND REGULATORYRECORDS ON BEHALF OF PROEQUITIES, INC., SUCH AS TAX RETURNS,CORPORATE MINUTES AND PAYROLL RECORDS.

Name: PERSHING LLC


CRD #: 7560


Description: THE FIRM'S PROPRIETARY ACCOUNTS ARE MAINTAINED WITHPERSHING, LLC, PURSUANT TO OUR CLEARING AGREEMENT.

Name: PERSHING LLC


CRD #: 7560


Description: THE FIRM OPERATES PURSUANT TO THE (K)(2)(II) EXEMPTIVEPROVISIONS OF SEC RULE 15C3-3 AND WILL NOT HOLD CUSTOMERFUNDS OR SECURITIES. IN ACCORDANCE WITH THIS PROVISION, THEFIRM WILL INTRODUCE CUSTOMERS ON A FULLY DISCLOSED BASIS,AND ALL CUSTOMER FUNDS AND SECURITIES WILL BE HELD INCUSTODY WITH PERSHING, LLC AS DESCRIBED IN THE CLEARINGAGREEMENTS WITH PERSHING LLC.




Firm Operations

Industry Arrangements (continued)

This firm does not have individuals who wholly or partly finance the firm's business.




Firm Operations

Organization AffiliatesThis section provides information on control relationships the firm has with other firms in the securities, investmentadvisory, or banking business.

This firm is, directly or indirectly:

· in control of· controlled by· or under common control withthe following partnerships, corporations, or other organizations engaged in the securities or investmentadvisory business.

Yes

No

No

04/08/2015

2801 U.S. HIGHWAY 280 SOUTHBIRMINGHAM, AL 35223

107542

PROTECTIVE INVESTMENT ADVISORS INC. is under common control with the firm.

PROTECTIVE INVESTMENT ADVISORS IS UNDER COMMON CONTROL WITHPROEQUITIES, INC.

Description:

Investment AdvisoryActivities:

Securities Activities:

Country:

Foreign Entity:

Effective Date:

Business Address:

CRD #:

No

Yes

No

07/30/1999

2801 HIGHWAY 280 SOUTHBIRMINGHAM, AL 35223

35490

INVESTMENT DISTRIBUTORS, INC. is under common control with the firm.

INVESTMENT DISTRIBUTIONS, INC. IS UNDER COMMON CONTROL WITHPROEQUITIES, INC.

Description:

Investment AdvisoryActivities:

Securities Activities:

Country:

Foreign Entity:

Effective Date:

Business Address:

CRD #:




Firm Operations

Organization Affiliates (continued)

This firm is not directly or indirectly, controlled by the following:

· bank holding company· national bank· state member bank of the Federal Reserve System· state non-member bank· savings bank or association· credit union· or foreign bank




Disclosure Events

All firms registered to sell securities or provide investment advice are required to disclose regulatory actions, criminal orcivil judicial proceedings, and certain financial matters in which the firm or one of its control affiliates has been involved.For your convenience, below is a matrix of the number and status of disclosure events involving this brokerage firm orone of its control affiliates. Further information regarding these events can be found in the subsequent pages of thisreport.

Final On AppealPending

Regulatory Event 0 54 0

Arbitration N/A 7 N/A




Disclosure Event Details

What you should know about reported disclosure events:

1. BrokerCheck provides details for any disclosure event that was reported in CRD. It also includessummary information regarding FINRA arbitration awards in cases where the brokerage firm wasnamed as a respondent.

2. Certain thresholds must be met before an event is reported to CRD, for example: o A law enforcement agency must file formal charges before a brokerage firm is required to disclose a

particular criminal event.3. Disclosure events in BrokerCheck reports come from different sources:

o Disclosure events for this brokerage firm were reported by the firm and/or regulators. When the firmand a regulator report information for the same event, both versions of the event will appear in theBrokerCheck report. The different versions will be separated by a solid line with the reporting sourcelabeled.

4. There are different statuses and dispositions for disclosure events: o A disclosure event may have a status of pending, on appeal, or final.

§ A "pending" event involves allegations that have not been proven or formally adjudicated.§ An event that is "on appeal" involves allegations that have been adjudicated but are currently

being appealed.§ A "final" event has been concluded and its resolution is not subject to change.

o A final event generally has a disposition of adjudicated, settled or otherwise resolved.§ An "adjudicated" matter includes a disposition by (1) a court of law in a criminal or civil matter,

or (2) an administrative panel in an action brought by a regulator that is contested by the partycharged with some alleged wrongdoing.

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§ A "resolved" matter usually involves no payment to the customer and no finding ofwrongdoing on the part of the individual broker. Such matters generally involve customerdisputes.

5. You may wish to contact the brokerage firm to obtain further information regarding any of thedisclosure events contained in this BrokerCheck report.

Regulatory - Final

This type of disclosure event involves (1) a final, formal proceeding initiated by a regulatory authority (e.g., a statesecurities agency, self-regulatory organization, federal regulator such as the U.S. Securities and Exchange Commission,foreign financial regulatory body) for a violation of investment-related rules or regulations; or (2) a revocation orsuspension of the authority of a brokerage firm or its control affiliate to act as an attorney, accountant or federalcontractor.

Disclosure 1 of 54

Reporting Source: Regulator

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOIDENTIFY AND APPLY SALES CHARGE DISCOUNTS TO CERTAINCUSTOMERS' ELIGIBLE PURCHASES OF UNIT INVESTMENT TRUSTS (UITS).THE FINDINGS STATED THAT THE FIRM FAILED TO APPLY SALES CHARGEDISCOUNTS TO ELIGIBLE UIT PURCHASES RESULTING IN CUSTOMERSPAYING EXCESSIVE SALES CHARGES OF APPROXIMATELY $109,709. THEFIRM HAS PAID RESTITUTION TO ALL AFFECTED CUSTOMERS. THEFINDINGS ALSO STATED THAT THE FIRM FAILED TO ESTABLISH, MAINTAINAND ENFORCE A SUPERVISORY SYSTEM AND WSPS REASONABLYDESIGNED TO ENSURE THAT CUSTOMERS RECEIVED SALES CHARGEDISCOUNTS ON ALL ELIGIBLE UIT PURCHASES. THE FIRM LACKED WSPSTO IDENTIFY TRANSACTIONS ELIGIBLE FOR SALES CHARGE DISCOUNTS,AND LACKED A PROCESS TO ASSURE THAT SUCH DISCOUNTS WEREPROPERLY APPLIED. IN ADDITION, THE FIRM FAILED TO CONDUCTQUARTERLY CLIENT FILE REVIEWS AS REQUIRED BY ITS OWNPROCEDURES AS A MEANS TO IDENTIFY SITUATIONS IN WHICHAPPROPRIATE PRICE BREAK INFORMATION HAD NOT BEEN DISCLOSED.AS A RESULT OF THESE FAILURES, THE FIRM DID NOT DETECT ANDCORRECT FAILURES BY ITS REGISTERED REPRESENTATIVES TOAPPROPRIATELY IDENTIFY TRANSACTIONS THAT WERE ELIGIBLE FORSALES CHARGE DISCOUNTS.

Current Status: Final




Initiated By: FINRA

Principal Sanction(s)/ReliefSought:

Other

Other Sanction(s)/ReliefSought:

N/A

Date Initiated: 11/11/2015

Docket/Case Number: 2014041841001

Principal Product Type: Unit Investment Trust(s)

Other Product Type(s):

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTEDTO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT FAILED TOIDENTIFY AND APPLY SALES CHARGE DISCOUNTS TO CERTAINCUSTOMERS' ELIGIBLE PURCHASES OF UNIT INVESTMENT TRUSTS (UITS).THE FINDINGS STATED THAT THE FIRM FAILED TO APPLY SALES CHARGEDISCOUNTS TO ELIGIBLE UIT PURCHASES RESULTING IN CUSTOMERSPAYING EXCESSIVE SALES CHARGES OF APPROXIMATELY $109,709. THEFIRM HAS PAID RESTITUTION TO ALL AFFECTED CUSTOMERS. THEFINDINGS ALSO STATED THAT THE FIRM FAILED TO ESTABLISH, MAINTAINAND ENFORCE A SUPERVISORY SYSTEM AND WSPS REASONABLYDESIGNED TO ENSURE THAT CUSTOMERS RECEIVED SALES CHARGEDISCOUNTS ON ALL ELIGIBLE UIT PURCHASES. THE FIRM LACKED WSPSTO IDENTIFY TRANSACTIONS ELIGIBLE FOR SALES CHARGE DISCOUNTS,AND LACKED A PROCESS TO ASSURE THAT SUCH DISCOUNTS WEREPROPERLY APPLIED. IN ADDITION, THE FIRM FAILED TO CONDUCTQUARTERLY CLIENT FILE REVIEWS AS REQUIRED BY ITS OWNPROCEDURES AS A MEANS TO IDENTIFY SITUATIONS IN WHICHAPPROPRIATE PRICE BREAK INFORMATION HAD NOT BEEN DISCLOSED.AS A RESULT OF THESE FAILURES, THE FIRM DID NOT DETECT ANDCORRECT FAILURES BY ITS REGISTERED REPRESENTATIVES TOAPPROPRIATELY IDENTIFY TRANSACTIONS THAT WERE ELIGIBLE FORSALES CHARGE DISCOUNTS.

Resolution Date: 11/11/2015

Resolution:

Does the order constitute afinal order based onviolations of any laws orregulations that prohibitfraudulent, manipulative, ordeceptive conduct?

No

Sanctions Ordered: CensureMonetary/Fine $165,000.00Disgorgement/Restitution

Acceptance, Waiver & Consent(AWC)


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Other Sanctions Ordered:

Sanction Details: THE FIRM WAS CENSURED, FINED $165,000, AND IS ORDERED TO PAY$109,709 TO CUSTOMERS.

FINE PAID IN FULL ON NOVEMBER 24, 2015.


iReporting Source: Firm

Initiated By: FINRA


Civil and Administrative Penalt(ies) /Fine(s)




Principal Product Type: Unit Investment Trust(s)


Allegations: FINRA ALLEGED THAT FROM MAY 1, 2009 TO APRIL 30, 2014 PROEQUITIESFAILED TO APPLY SALES CHARGE DISCOUNTS TO 713 ELIGIBLE UNITINVESTMENT TRUST (UIT) PURCHASES RESULTING IN CUSTOMERSPAYING EXCESSIVE SALES CHARGES OF APPROXIMATELY $109,709 INVIOLATION OF FINRA RULE 2010. IN ADDITION, FINRA ALLEGED THATPROEQUITIES FAILED TO ESTABLISH, MAINTAIN AND ENFORCE ASUPERVISORY SYSTEM AND WRITTEN SUPERVISORY PROCEDURESREASONABLY DESIGNED TO ENSURE THAT CUSTOMERS RECEIVED SALESCHARGE DISCOUNTS ON ALL ELIGIBLE UIT PURCHASES IN VIOLATION OFNASD CONDUCT RULE 3010 AND FINRA RULE 2010.



Resolution:



Acceptance, Waiver & Consent(AWC)


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Sanction Details: PAYMENT OF MONETARY SANCTION IN THE AMOUNT OF $165,000.00 UPONNOTICE THAT THIS AWC HAS BEEN ACCEPTED AND THAT SUCH PAYMENTIS DUE AND PAYABLE. PAYMENT OF RESTITUTION TO AFFECTEDCUSTOMERS IN THE AMOUNT OF $111,249.33 (MISSED DISCOUNTS PLUSINTEREST).

Firm Statement WITHOUT ADMITTING OR DENYING LIABILITY, THE FIRM RECENTLYSETTLED A MATTER WITH FINRA RELATED THE SUPERVISORYPROCEDURES RELATED TO UNIT INVESTMENT TRUSTS. THE FIRM SIGNEDA LETTER OF ACCEPTANCE, WAIVER AND CONSENT AGREEING TO PAYFINRA A $160,000 FINE RELATED TO THIS MATTER. IT SHOULD BE NOTEDTHAT THE FIRM PAID RESTITUTION TO ALL AFFECTED CUSTOMERS IN THEAMOUNT OF $111,249.33 (MISSED DISCOUNTS PLUS INTEREST).

Disclosure 2 of 54

i


Initiated By: MISSOURI


Restitution


MONETARY PENALTIES TO THE MISSOURI INVESTOR EDUCATION ANDPROTECTION FUND AND COSTS


Docket/Case Number: AP-15-21

URL for Regulatory Action: HTTP://S1.SOS.MO.GOV/CMSIMAGES/SECURITIES/ORDERS/AP-15-21PROEQUITIESINCCONSENTORDER.PDF

Principal Product Type: Other

Other Product Type(s): UNIVERSAL LIFE POLICIES; COVERED CALLS

Allegations: RESPONDENT FAILED TO REASONABLY SUPERVISE AN AGENT.



Resolution:


No

Consent




Other Sanctions Ordered: COSTS

Sanction Details: RESPONDENT IS ORDERED TO PAY RESTITUTION TO INVESTORS IN THEAMOUNT OF $66,488 AND PAY INTEREST AT THE RATE OF 8% PER ANNUMIN THE AMOUNT OF $17,040. RESPONDENT SHALL PAY THE MISSOURISECRETARY OF STATE'S INVESTOR EDUCATION AND PROTECTION $40,000.RESPONDENT SHALL PAY $5,000 AS THE COSTS OF THIS INVESTIGATION.


No

Sanctions Ordered: Monetary/Fine $40,000.00Disgorgement/Restitution


Initiated By: MISSOURI SECURITIES DIVISION


Other


CONSENT ORDER


Docket/Case Number: AP-15-21

Principal Product Type: Options

Other Product Type(s): UNIVERSAL LIFE POLICIES AND OPTIONS

Allegations: THE MISSOURI SECURITIES DIVISION HAS ALLEGED THAT PROEQUITIESFAILED TO REASONABLY SUPERVISE HARRY ALLEN WARD, WHO MADEUNSUITABLE SECURITIES RECOMMENDATIONS TO A MISSOURI COUPLEDURING THE APPROXIMATE PERIOD AUGUST 2011 TO JULY 2012.



Resolution:

Other Sanctions Ordered: PAYMENT OF RESTITUTION, MADE THROUGH THE MISSOURI SECRETARYOF STATE'S INVESTOR RESTITUTION FUND, OF $66,488, PLUS 17,040 ININTEREST. PAYMENT OF $40,000 TO THE MISSOURI SECRETARY OFSTATE'S INVESTOR PROTECTION FUND, AND $5,000 AS COST OF THISINVESTIGATION.

Sanctions Ordered: Monetary/Fine $40,000.00Disgorgement/Restitution

Consent




Other Sanctions Ordered: PAYMENT OF RESTITUTION, MADE THROUGH THE MISSOURI SECRETARYOF STATE'S INVESTOR RESTITUTION FUND, OF $66,488, PLUS 17,040 ININTEREST. PAYMENT OF $40,000 TO THE MISSOURI SECRETARY OFSTATE'S INVESTOR PROTECTION FUND, AND $5,000 AS COST OF THISINVESTIGATION.

Sanction Details: PAYMENT OF RESTITUTION, MADE THROUGH THE MISSOURI SECRETARYOF STATE'S INVESTOR RESTITUTION FUND, OF $66,488, PLUS 17,040 ININTEREST. PAYMENT OF $40,000 TO THE MISSOURI SECRETARY OFSTATE'S INVESTOR PROTECTION FUND, AND $5,000 AS COST OF THISINVESTIGATION.

Firm Statement WITHOUT ADMITTING OR DENYING LIABILITY, THE FIRM RECENTLYSETTLED A MATTER WITH THE STATE OF MISSOURI'S DIVISION OFSECURITIES RELATING TO CERTAIN SECURITIES TRANSACTIONS IN THEACCOUNT OF A MISSOURI COUPLE IN 2011 AND 2012. THE ALLEGATIONSRELATE TO THE FIRM'S SUPERVISION OF ONE OF THE COUPLE'SACCOUNTS WHICH, OVER THE COURSE OF 8 MONTHS, INCURREDLOSSES AS A RESULT OF CERTAIN ALLEGEDLY UNSUITABLE OPTIONSTRANSACTIONS. THE FIRM AGREED, THROUGH THE STATE, TO REPAY THECLIENTS FOR THEIR LOSSES WITH INTEREST, PAY MONEY TO THESTATE'S INVESTOR EDUCATION AND PROTECTION FUND AND PAY FORTHE STATE'S COSTS OF INVESTIGATION. IN AGREEING TO SETTLE THISMATTER, THE STATE RECOGNIZED THAT THE FIRM HAS TAKEN SEVERALREMEDIAL STEPS TO ADDRESS THE ISSUES THAT WERE RAISED IN THECASE AND TO ENSURE THAT THE ISSUES REFERENCED IN THE ORDER DONOT RECUR. THE FIRM IS GLAD TO HAVE BEEN ABLE TO RESOLVE THISMATTER QUICKLY AND AMICABLY WITH THE STATE.

Disclosure 3 of 54

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Reporting Source: Firm

Initiated By: OKLAHOMA DEPARTMENT OF SECURITIES


Docket/Case Number: ODS 13-030

Principal Product Type: No Product


Allegations: IN A MULTI-STATE REVIEW OF AN ADMINISTRATIVE SERVICES AGREEMENTWITH AN UNAFFILIATED FIRM, OKLAHOMA ALLEGED THAT PROEQUITIESVIOLATED SECTION 1-604 OF THE OKLAHOMA UNIFORM SECURITIES ACT("ACT") OF 2004, IN THAT PROEQUITIES SHARED COMMISSIONS WITHANOTHER REGISTERED BROKER/DEALER, WHILE THAT BROKER/DEALERWAS NOT REGISTERED AS A BROKER/DEALER IN OKLAHOMA.










Resolution:

Other Sanctions Ordered: CEASE AND DESIST FROM ENGAGING IN CONDUCT GIVING RISE TOLIABILITY UNDER SECTION 1-604 OF THE ACT.

Sanction Details: PROEQUITIES AGREED TO SETTLE THE MATTER AMONG THE MULTIPLESTATES FOR A TOTAL OF $435,000, AMONG THE STATES WHERE THEAGENTS WERE LOCATED DURING THE PERIOD FROM 4/30/2010 TO12/2/2011, ALLOCATED ACCORDING TO A SCHEDULE PROVIDED BY THEMULTI-STATE INVESTIGATION GROUP, WITH $8,207.55 BEING PAYABLE TOOKLAHOMA.

Firm Statement PROEQUITIES AGREED TO RESOLVE THE INVESTIGATIONS THROUGHCONSENT ORDER IN EFFORT TO AVOID PROTRACTED AND EXPENSIVEPROCEEDINGS IN NUMEROUS STATES, INCLUDING OKLAHOMA. THEPAYMENTS TO THE UNAFFILIATED BROKER/DEALER REPRESENTED APORTION OF THE COMPENSATION FROM THE SALE OF SECURITIESAND/OR PROVISION OF INVESTMENT ADVICE BY PROEQUITIESREPRESENTATIVES, AND WERE PAYMENT FOR ADMINISTRATIVESERVICES. THAT AGREEMENT HAS SINCE BEEN TERMINATED. THE SALEOF SECURITIES AND/OR PROVISION OF INVESTMENT ADVICE TO RETAILCUSTOMERS WERE MADE BY REPRESENTATIVES OF PROEQUITIES, WHOWERE PROPERLY REGISTERED AT ALL TIMES WITH PROEQUITIES IN THESTATES IN WHICH THE CLIENTS WERE LOCATED.

Sanctions Ordered: Monetary/Fine $8,207.55

Consent

Disclosure 4 of 54

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Allegations: ON JUNE 3, 2013, THE BANKING COMMISSIONER ENTERED A CONSENTORDER (NO. CO-13-8024-S) WITH RESPECT TO PROEQUITIES, INC., ACONNECTICUT-REGISTERED BROKER-DEALER LOCATED AT 2801 HIGHWAY280 SOUTH, BIRMINGHAM, ALABAMA. THE CONSENT ORDER FOLLOWED ARELATED MULTISTATE INVESTIGATION, CAPPED BY A GLOBALSETTLEMENT, INTO UNREGISTERED BROKER-DEALER AND INVESTMENTADVISORY ACTIVITY BY BANKERS LIFE AND CASUALTY COMPANY AND BLCFINANCIAL SERVICES, INC. AND THEIR AGENTS. THE COMMISSIONER HADENTERED A CONSENT ORDER REGARDING THOSE ENTITIES ON JUNE 29,2012 (NO. CO-12-8018-S). STATE REGULATORS ALSO NEGOTIATED ANANCILLARY GLOBAL SETTLEMENT WITH PROEQUITIES, INC.PROEQUITIES, INC. HAD PURPORTEDLY ENTERED INTO AN AGREEMENTWITH THE BANKERS LIFE ENTITIES PURSUANT TO WHICH CERTAINSECURITIES-RELATED ROLES WERE ASSIGNED TO THE BANKERS LIFEENTITIES. THE INVOLVEMENT OF THE BANKERS LIFE ENTITIES INSECURITIES-RELATED ROLES ALLEGEDLY LED TO CONFUSION IN THEREPORTING AND RESPONSIBILITY HIERARCHIES BETWEEN BANKERS LIFEAND PROEQUITIES, INC.





Initiated By: CONNECTICUT





Docket/Case Number: CO-13-8024-S

URL for Regulatory Action:



ON JUNE 3, 2013, THE BANKING COMMISSIONER ENTERED A CONSENTORDER (NO. CO-13-8024-S) WITH RESPECT TO PROEQUITIES, INC., ACONNECTICUT-REGISTERED BROKER-DEALER LOCATED AT 2801 HIGHWAY280 SOUTH, BIRMINGHAM, ALABAMA. THE CONSENT ORDER FOLLOWED ARELATED MULTISTATE INVESTIGATION, CAPPED BY A GLOBALSETTLEMENT, INTO UNREGISTERED BROKER-DEALER AND INVESTMENTADVISORY ACTIVITY BY BANKERS LIFE AND CASUALTY COMPANY AND BLCFINANCIAL SERVICES, INC. AND THEIR AGENTS. THE COMMISSIONER HADENTERED A CONSENT ORDER REGARDING THOSE ENTITIES ON JUNE 29,2012 (NO. CO-12-8018-S). STATE REGULATORS ALSO NEGOTIATED ANANCILLARY GLOBAL SETTLEMENT WITH PROEQUITIES, INC.PROEQUITIES, INC. HAD PURPORTEDLY ENTERED INTO AN AGREEMENTWITH THE BANKERS LIFE ENTITIES PURSUANT TO WHICH CERTAINSECURITIES-RELATED ROLES WERE ASSIGNED TO THE BANKERS LIFEENTITIES. THE INVOLVEMENT OF THE BANKERS LIFE ENTITIES INSECURITIES-RELATED ROLES ALLEGEDLY LED TO CONFUSION IN THEREPORTING AND RESPONSIBILITY HIERARCHIES BETWEEN BANKERS LIFEAND PROEQUITIES, INC.


Resolution:

Other Sanctions Ordered: THE JUNE 3, 2013 CONSENT ORDER DIRECTED PROEQUITIES, INC. TOCEASE AND DESIST FROM MATERIALLY AIDING ANY PERSON IN AVIOLATION OF THE CONNECTICUT UNIFORM SECURITIES ACT AND ITSREGULATIONS. IN ADDITION, THE CONSENT ORDER DIRECTED THE FIRMTO PAY A FINE OF $8,207.55 WITHIN TEN BUSINESS DAYS FOLLOWING THECOMMISSIONER'S ENTRY OF THE CONSENT ORDER. THE FINE AMOUNTREPRESENTED CONNECTICUT'S PROPORTIONATE SHARE OF THE TOTALSTATE SETTLEMENT AMOUNT OF $435,000 AGAINST PROEQUITIES, INC.


No

Sanctions Ordered: Monetary/Fine $8,207.55Cease and Desist/Injunction

Consent




THE JUNE 3, 2013 CONSENT ORDER DIRECTED PROEQUITIES, INC. TOCEASE AND DESIST FROM MATERIALLY AIDING ANY PERSON IN AVIOLATION OF THE CONNECTICUT UNIFORM SECURITIES ACT AND ITSREGULATIONS. IN ADDITION, THE CONSENT ORDER DIRECTED THE FIRMTO PAY A FINE OF $8,207.55 WITHIN TEN BUSINESS DAYS FOLLOWING THECOMMISSIONER'S ENTRY OF THE CONSENT ORDER. THE FINE AMOUNTREPRESENTED CONNECTICUT'S PROPORTIONATE SHARE OF THE TOTALSTATE SETTLEMENT AMOUNT OF $435,000 AGAINST PROEQUITIES, INC.

Sanction Details: SEE RESPONSE TO ITEM 13.B.


Initiated By: STATE OF CONNECTICUT DEPARTMENT OF BANKING





Docket/Case Number: CO-13-8024-S



Allegations: IN A MULTI-STATE REVIEW OF AN ADMINISTRATIVE SERVICES AGREEMENTWITH AN UNAFFILIATED FIRM, CONNECTICUT ALLEGED THATPROEQUITIES VIOLATED THE CONNECTICUT UNIFORM SECURITIES ACT("ACT") AND SECTIONS 36B-31-2 TO 36B-31-33, INCLUSIVE, OF THEREGULATIONS OF CONNECTICUT STATE AGENCIES PROMULGATEDUNDER THE ACT ("REGULATIONS"), IN THAT PROEQUITIES SHAREDCOMMISSIONS WITH ANOTHER REGISTERED BROKER/DEALER, WHILETHAT BROKER/DEALER WAS NOT REGISTERED AS A BROKER/DEALER INCONNECTICUT.



Resolution:

Other Sanctions Ordered: CEASE AND DESIST FROM MATERIALLY AIDING ANY PERSON, INCLUDINGBANKERS, IN A VIOLATION OF THE ACT AND THE REGULATIONSTHEREUNDER.

Sanction Details: PROEQUITIES AGREED TO SETTLE THE MATTER AMONG THE MULTIPLESTATES FOR A TOTAL OF $435,000, AMONG THE STATES WHERE THEAGENTS WERE LOCATED DURING THE PERIOD FROM 4/30/2010 TO12/2/2011, ALLOCATED ACCORDING TO A SCHEDULE PROVIDED BY THEMULTI-STATE INVESTIGATION GROUP, WITH $8,207.55 BEING PAYABLE TOCONNECTICUT.


Consent




PROEQUITIES AGREED TO SETTLE THE MATTER AMONG THE MULTIPLESTATES FOR A TOTAL OF $435,000, AMONG THE STATES WHERE THEAGENTS WERE LOCATED DURING THE PERIOD FROM 4/30/2010 TO12/2/2011, ALLOCATED ACCORDING TO A SCHEDULE PROVIDED BY THEMULTI-STATE INVESTIGATION GROUP, WITH $8,207.55 BEING PAYABLE TOCONNECTICUT.

Firm Statement PROEQUITIES AGREED TO RESOLVE THE INVESTIGATIONS THROUGHCONSENT ORDER IN EFFORT TO AVOID PROTRACTED AND EXPENSIVEPROCEEDINGS IN NUMEROUS STATES, INCLUDING CONNECTICUT. THEPAYMENTS TO THE UNAFFILIATED BROKER/DEALER REPRESENTED APORTION OF THE COMPENSATION FROM THE SALE OF SECURITIESAND/OR PROVISION OF INVESTMENT ADVICE BY PROEQUITIESREPRESENTATIVES, AND WERE PAYMENT FOR ADMINISTRATIVESERVICES. THAT AGREEMENT HAS SINCE BEEN TERMINATED. THE SALEOF SECURITIES AND/OR PROVISION OF INVESTMENT ADVICE TO RETAILCUSTOMERS WERE MADE BY REPRESENTATIVES OF PROEQUITIES, WHOWERE PROPERLY REGISTERED AT ALL TIMES WITH PROEQUITIES IN THESTATES IN WHICH THE CLIENTS WERE LOCATED.

Disclosure 5 of 54

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Initiated By: STATE OF WEST VIRGINIA





Docket/Case Number: 12-0057



Allegations: IN A MULTI-STATE REVIEW OF AN ADMINISTRATIVE SERVICES AGREEMENTWITH AN UNAFFILIATED FIRM, THE ALABAMA SECURITIES COMMISSIONALLEGED THAT PROEQUITIES VIOLATED WEST VIRGINIA CODE 32-2-201(A).WEST VIRGINIA CODE 32-2-201(C), AND WEST VIRGINIA CODE 32-2-201(E)(1), IN THAT PROEQUITIES SHARED COMMISSIONS WITH ANOTHERREGISTERED BROKER/DEALER, WHILE THAT BROKER/DEALER WAS NOTREGISTERED AS A BROKER/DEALER IN WEST VIRGINIA



Resolution:

Other Sanctions Ordered: CEASE AND DESIST FROM ENGAGING IN CONDUCT GIVING RISE TOLIABILITY UNDER WEST VIRGINIA CODE 32-4-407A(B).


Consent




Other Sanctions Ordered: CEASE AND DESIST FROM ENGAGING IN CONDUCT GIVING RISE TOLIABILITY UNDER WEST VIRGINIA CODE 32-4-407A(B).

Sanction Details: PROEQUITIES AGREED TO SETTLE THE MATTER AMONG THE MULTIPLESTATES FOR A TOTAL OF $435,000, AMONG THE STATES WHERE THEAGENTS WERE LOCATED DURING THE PERIOD FROM 4/30/2010 TO12/2/2011, ALLOCATED ACCORDING TO A SCHEDULE PROVIDED BY THEMULTI-STATE INVESTIGATION GROUP, WITH $8,207.55 BEING PAYABLE TOWEST VIRGINIA.

Firm Statement PROEQUITIES AGREED TO RESOLVE THE INVESTIGATIONS THROUGHCONSENT ORDER IN EFFORT TO AVOID PROTRACTED AND EXPENSIVEPROCEEDINGS IN NUMEROUS STATES, INCLUDING WEST VIRGINIA. THEPAYMENTS TO THE UNAFFILIATED BROKER/DEALER REPRESENTED APORTION OF THE COMPENSATION FROM THE SALE OF SECURITIESAND/OR PROVISION OF INVESTMENT ADVICE BY PROEQUITIESREPRESENTATIVES, AND WERE PAYMENT FOR ADMINISTRATIVESERVICES. THAT AGREEMENT HAS SINCE BEEN TERMINATED. THE SALEOF SECURITIES AND/OR PROVISION OF INVESTMENT ADVICE TO RETAILCUSTOMERS WERE MADE BY REPRESENTATIVES OF PROEQUITIES, WHOWERE PROPERLY REGISTERED AT ALL TIMES WITH PROEQUITIES IN THESTATES IN WHICH THE CLIENTS WERE LOCATED.

Disclosure 6 of 54

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Initiated By: STATE OF INDIANA SECURITIES DIVISION


Other


PAYMENT OF COSTS OF INVESTIGATION


Docket/Case Number: 13-0063CA



Allegations: THROUGH CONSENT ORDER, PROEQUITIES AGREED TO THE FINDINGSTHAT PROEQUITIES' BRANCH OFFICE HAD FAILED TO CONTRACT FOR ABRANCH AUDIT AS REQUIRED BY INDIANA CODE 23-19-4-11(I) AND SUBMITTHE AUDIT REPORT BY AN ESTABLISHED DEADLINE OF APRIL 17, 2012.


Resolution: Consent29©2016 FINRA. All rights reserved. Report# 28049-61805 about PROEQUITIES, INC. Data current as of Tuesday, August 9, 2016.




Resolution:

Other Sanctions Ordered: NONE.

Sanction Details: PAYMENT OF INVESTIGATIVE COSTS.

Firm Statement PROEQUITIES WAS NOTIFIED THAT, DESPITE NOTICE FROM THE INDIANASECURITIES DIVISION, THE FIRM'S BRANCH OFFICE IN INDIANAPOLISFAILED TO COMPLETE THE REQUIRED AUDIT AND SUBMIT THECOMPLETED AUDIT REPORT BY THE APRIL 17, 2012 DEADLINE. THE FIRM'SHOME OFFICE WAS NOT NOTIFIED OF THE AUDIT REQUIREMENT, AND WASNOT AWARE THAT THE BRANCH OFFICE HAD FAILED TO COMPLY WITH THEAUDIT REQUIREMENT UNTIL NOTICE BY THE INDIANA SECURITIESDIVISION IN MARCH, 2013. THE FIRM HAS SINCE ESTABLISHEDPROCEDURES WHEREBY WE WILL CONTACT THE DIVISION ANNUALLY INMARCH TO DETERMINE WHICH, IF ANY, OF ITS BRANCHES HAVE BEENSELECTED FOR REVIEW.


Consent

Disclosure 7 of 54

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Initiated By: STATE OF VERMONT DEPARTMENT OF FIANCIAL REGULATION





Docket/Case Number: 13-001-S



Allegations: IN A MULTI-STATE REVIEW OF AN ADMINISTRATIVE SERVICES AGREEMENTWITH AN UNAFFILIATED FIRM, THE STATE OF VERMONT DEPARTMENT OFFINANCIAL REGULATION ALLEGED THAT PROEQUITIES VIOLATEDVERMONT UNIFORM SECURITIES ACT (2002), CODIFIED IN PERTINENTPART AT V.S.A. 5401-04 ET SEQ, IN THAT PROEQUITIES SHAREDCOMMISSIONS WITH ANOTHER REGISTERED BROKER/DEALER, WHILETHAT BROKER/DEALER WAS NOT REGISTERED AS A BROKER/DEALER INVERMONT.







Resolution:

Other Sanctions Ordered: CEASE AND DESIST FROM ENGAGING IN CONDUCT GIVING RISE TOLIABILITY UNDER 9 V.S.A. 5604.

Sanction Details: PROEQUITIES AGREED TO SETTLE THE MATTER AMONG THE MULTIPLESTATES FOR A TOTAL OF $435,000, AMONG THE STATES WHERE THEAGENTS WERE LOCATED DURING THE PERIOD FROM 4/30/2010 TO12/2/2011, ALLOCATED ACCORDING TO A SCHEDULE PROVIDED BY THEMULTI-STATE INVESTIGATION GROUP, WITH $8,207.55 BEING PAYABLE TOVERMONT.

Firm Statement PROEQUITIES AGREED TO RESOLVE THE INVESTIGATIONS THROUGHCONSENT ORDER IN EFFORT TO AVOID PROTRACTED AND EXPENSIVEPROCEEDINGS IN NUMEROUS STATES, INCLUDING VERMONT. THEPAYMENTS TO THE UNAFFILIATED BROKER/DEALER REPRESENTED APORTION OF THE COMPENSATION FROM THE SALE OF SECURITIESAND/OR PROVISION OF INVESTMENT ADVICE BY PROEQUITIESREPRESENTATIVES, AND WERE PAYMENT FOR ADMINISTRATIVESERVICES. THAT AGREEMENT HAS SINCE BEEN TERMINATED. THE SALEOF SECURITIES AND/OR PROVISION OF INVESTMENT ADVICE TO RETAILCUSTOMERS WERE MADE BY REPRESENTATIVES OF PROEQUITIES, WHOWERE PROPERLY REGISTERED AT ALL TIMES WITH PROEQUITIES IN THESTATES IN WHICH THE CLIENTS WERE LOCATED.


Consent

Disclosure 8 of 54

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Allegations: UNDER THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT, APERSON MAY NOT ACT AS A BROKER-DEALER IN THE STATE OF FLORIDAUNLESS REGISTERED OR EXEMPT FROM REGISTRATION. SEE SECTION517.12, FLORIDA STATUTES. SIMILARLY, A PERSON MAY NOT ACT AS ANINVESTMENT ADVISER IN THE STATE OF FLORIDA UNLESS REGISTERED,EXEMPT FROM REGISTRATION, OR A FEDERAL COVERED INVESTMENTADVISER. SEE SECTION517.12, FLORIDA STATUTES. A BROKER-DEALERMAY NOT EMPLOY OR ASSOCIATE WITH AN AGENT, UNLESS THEEMPLOYEE OR ASSOCIATED PERSON IS REGISTERED AS .AN AGENT OFTHE BROKER-DEALER. AN INVESTMENT ADVISER MAY NOT EMPLOY ORASSOCIATE WITH AN INVESTMENT ADVISER REPRESENTATIVE UNLESSTHE EMPLOYEE OR ASSOCIATED PERSON IS REGISTERED AS ANINVESTMENT ADVISER REPRESENTATIVE OF THE INVESTMENT ADVISOR.BY ENGAGING IN THE CONDUCT SET FORTH ABOVE, BANKERS ACTED ASAN UNREGISTERED BROKER DEALER AND INVESTMENT ADVISER IN THESTATE OF FLORIDA IN VIOLATION OF SECTION 517.12, FLORIDA STATUTES.FURTHERMORE, BY EMPLOYING OR ASSOCIATING WITH DUAL AGENTSWHO WERE NOT REGISTERED AS AGENTS OR INVESTMENT ADVISERREPRESENTATIVES OF BANKERS, BANKERS VIOLATED SECTION 517.12,FLORIDA STATUTES. BY ENGAGING IN THE CONDUCT SET FORTH ABOVE,UVEST HAS SUBJECTED ITSELF TO CONDUCT THAT IS GROUNDS FOR ANORDER IMPOSING SANCTIONS UNDER SECTION 517.221, FLORIDASTATUTES. AS A RESULT, THE EXECUTION OF THIS STIPULATION ANDCONSENT AGREEMENT AND THE FOLLOWING RELIEF ARE APPROPRIATEAND IN THE PUBLIC INTEREST.





Initiated By: FLORIDA OFFICE OF FINANCIAL REGULATION ("OFR")





Docket/Case Number: 0668-S-9/12

URL for Regulatory Action:



UNDER THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT, APERSON MAY NOT ACT AS A BROKER-DEALER IN THE STATE OF FLORIDAUNLESS REGISTERED OR EXEMPT FROM REGISTRATION. SEE SECTION517.12, FLORIDA STATUTES. SIMILARLY, A PERSON MAY NOT ACT AS ANINVESTMENT ADVISER IN THE STATE OF FLORIDA UNLESS REGISTERED,EXEMPT FROM REGISTRATION, OR A FEDERAL COVERED INVESTMENTADVISER. SEE SECTION517.12, FLORIDA STATUTES. A BROKER-DEALERMAY NOT EMPLOY OR ASSOCIATE WITH AN AGENT, UNLESS THEEMPLOYEE OR ASSOCIATED PERSON IS REGISTERED AS .AN AGENT OFTHE BROKER-DEALER. AN INVESTMENT ADVISER MAY NOT EMPLOY ORASSOCIATE WITH AN INVESTMENT ADVISER REPRESENTATIVE UNLESSTHE EMPLOYEE OR ASSOCIATED PERSON IS REGISTERED AS ANINVESTMENT ADVISER REPRESENTATIVE OF THE INVESTMENT ADVISOR.BY ENGAGING IN THE CONDUCT SET FORTH ABOVE, BANKERS ACTED ASAN UNREGISTERED BROKER DEALER AND INVESTMENT ADVISER IN THESTATE OF FLORIDA IN VIOLATION OF SECTION 517.12, FLORIDA STATUTES.FURTHERMORE, BY EMPLOYING OR ASSOCIATING WITH DUAL AGENTSWHO WERE NOT REGISTERED AS AGENTS OR INVESTMENT ADVISERREPRESENTATIVES OF BANKERS, BANKERS VIOLATED SECTION 517.12,FLORIDA STATUTES. BY ENGAGING IN THE CONDUCT SET FORTH ABOVE,UVEST HAS SUBJECTED ITSELF TO CONDUCT THAT IS GROUNDS FOR ANORDER IMPOSING SANCTIONS UNDER SECTION 517.221, FLORIDASTATUTES. AS A RESULT, THE EXECUTION OF THIS STIPULATION ANDCONSENT AGREEMENT AND THE FOLLOWING RELIEF ARE APPROPRIATEAND IN THE PUBLIC INTEREST.


Resolution:


Sanction Details: ON 2/28/2013, THE OFFICE OF FINANCIAL REGULATION ("OFFICE")ENTERED A FINAL ORDER ADOPTING THE STIPULATION AND CONSENTAGREEMENT IN THE MATTER OF PROEQUITIES, INC. ("RESPONDENT").RESPONDENT NEITHER ADMITTED NOR DENIED THE FINDINGS BUTCONSENTED TO THE ENTRY OF FINDINGS BY THE OFFICE. RESPONDENTAGREES TO CEASE AND DESIST FROM ANY AND ALL FUTURE VIOLATIONSOF CHAPTER 517, F.S. AND THE ADMINISTRATIVE RULES THEREUNDERAND AGREES TO PAY AN ADMINISTRATIVE FINE OF $8,207.55.


No


Order




ON 2/28/2013, THE OFFICE OF FINANCIAL REGULATION ("OFFICE")ENTERED A FINAL ORDER ADOPTING THE STIPULATION AND CONSENTAGREEMENT IN THE MATTER OF PROEQUITIES, INC. ("RESPONDENT").RESPONDENT NEITHER ADMITTED NOR DENIED THE FINDINGS BUTCONSENTED TO THE ENTRY OF FINDINGS BY THE OFFICE. RESPONDENTAGREES TO CEASE AND DESIST FROM ANY AND ALL FUTURE VIOLATIONSOF CHAPTER 517, F.S. AND THE ADMINISTRATIVE RULES THEREUNDERAND AGREES TO PAY AN ADMINISTRATIVE FINE OF $8,207.55.


Initiated By: STATE OF FLORIDA OFFICE OF FINANCIAL REGULATION





Docket/Case Number: 0668-S-9/12



Allegations: IN A MULTI-STATE REVIEW OF AN ADMINISTRATIVE SERVICES AGREEMENTWITH AN UNAFFILIATED FIRM, THE STATE OF FLORIDA OFFICE OFFINANCIAL REGULATION ALLEGED THAT PROEQUITIES VIOLATED SECTION517.12, FLORIDA STATUTES, IN THAT PROEQUITIES SHARED COMMISSIONSWITH ANOTHER REGISTERED BROKER/DEALER, WHILE THATBROKER/DEALER WAS NOT REGISTERED AS A BROKER/DEALER INFLORIDA.



Resolution:

Other Sanctions Ordered: CEASE AND DESIST FROM ENGAGING IN CONDUCT GIVING RISE TOLIABILITY UNDER SECTION 517.221, FLORIDA STATUTES.

Sanction Details: PROEQUITIES AGREED TO SETTLE THE MATTER AMONG THE MULTIPLESTATES FOR A TOTAL OF $435,000, AMONG THE STATES WHERE THEAGENTS WERE LOCATED DURING THE PERIOD FROM 4/30/2010 TO12/2/2011, ALLOCATED ACCORDING TO A SCHEDULE PROVIDED BY THEMULTI-STATE INVESTIGATION GROUP, WITH $8,207.55 BEING PAYABLE TOFLORIDA.


Consent



www.finra.org/brokercheck User GuidancePROEQUITIES AGREED TO SETTLE THE MATTER AMONG THE MULTIPLESTATES FOR A TOTAL OF $435,000, AMONG THE STATES WHERE THEAGENTS WERE LOCATED DURING THE PERIOD FROM 4/30/2010 TO12/2/2011, ALLOCATED ACCORDING TO A SCHEDULE PROVIDED BY THEMULTI-STATE INVESTIGATION GROUP, WITH $8,207.55 BEING PAYABLE TOFLORIDA.

Firm Statement PROEQUITIES AGREED TO RESOLVE THE INVESTIGATIONS THROUGHCONSENT ORDER IN EFFORT TO AVOID PROTRACTED AND EXPENSIVEPROCEEDINGS IN NUMEROUS STATES, INCLUDING FLORIDA. THEPAYMENTS TO THE UNAFFILIATED BROKER/DEALER REPRESENTED APORTION OF THE COMPENSATION FROM THE SALE OF SECURITIESAND/OR PROVISION OF INVESTMENT ADVICE BY PROEQUITIESREPRESENTATIVES, AND WERE PAYMENT FOR ADMINISTRATIVESERVICES. THAT AGREEMENT HAS SINCE BEEN TERMINATED. THE SALEOF SECURITIES AND/OR PROVISION OF INVESTMENT ADVICE TO RETAILCUSTOMERS WERE MADE BY REPRESENTATIVES OF PROEQUITIES, WHOWERE PROPERLY REGISTERED AT ALL TIMES WITH PROEQUITIES IN THESTATES IN WHICH THE CLIENTS WERE LOCATED.

Disclosure 9 of 54

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Initiated By: SECURITIES COMMISSIONER OF STATE OF COLORADO.





Docket/Case Number: 13-L-10



Allegations: IN A MULTI-STATE REVIEW OF AN ADMINISTRATIVE SERVICES AGREEMENTWITH AN UNAFFILIATED FIRM, THE SECURITIES COMMISSIONER OF STATEOF COLORADO ALLEGED THAT PROEQUITIES VIOLATED SECTIONS 11-51-401(1)(1.5)(2)AND(2.5),C.R.S., IN THAT PROEQUITIES SHAREDCOMMISSIONS WITH ANOTHER REGISTERED BROKER/DEALER, WHILETHAT BROKER/DEALER WAS NOT REGISTERED AS A BROKER/DEALER INCOLORADO.



Resolution:


Consent




Other Sanctions Ordered: CEASE AND DESIST FROM ENGAGING IN CONDUCT GIVING RISE TOLIABILITY UNDER SECTION 11-51-606(1.5),C.R.S.

Sanction Details: PROEQUITIES AGREED TO SETTLE THE MATTER AMONG THE MULTIPLESTATES FOR A TOTAL OF $435,000, AMONG THE STATES WHERE THEAGENTS WERE LOCATED DURING THE PERIOD FROM 4/30/2010 TO12/2/2011, ALLOCATED ACCORDING TO A SCHEDULE PROVIDED BY THEMULTI-STATE INVESTIGATION GROUP, WITH $8,207.55 BEING PAYABLE TOCOLORADO.

Firm Statement PROEQUITIES AGREED TO RESOLVE THE INVESTIGATIONS THROUGHCONSENT ORDER IN EFFORT TO AVOID PROTRACTED AND EXPENSIVEPROCEEDINGS IN NUMEROUS STATES, INCLUDING COLORADO. THEPAYMENTS TO THE UNAFFILIATED BROKER/DEALER REPRESENTED APORTION OF THE COMPENSATION FROM THE SALE OF SECURITIESAND/OR PROVISION OF INVESTMENT ADVICE BY PROEQUITIESREPRESENTATIVES, AND WERE PAYMENT FOR ADMINISTRATIVESERVICES. THAT AGREEMENT HAS SINCE BEEN TERMINATED. THE SALEOF SECURITIES AND/OR PROVISION OF INVESTMENT ADVICE TO RETAILCUSTOMERS WERE MADE BY REPRESENTATIVES OF PROEQUITIES, WHOWERE PROPERLY REGISTERED AT ALL TIMES WITH PROEQUITIES IN THESTATES IN WHICH THE CLIENTS WERE LOCATED.

Disclosure 10 of 54

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Initiated By: STATE OF NEW MEXICO REGULATION AND LICENSING DEPARTMENTSECURITIES DIVISION


Docket/Case Number: 13-13-996-002



Allegations: IN A MULTI-STATE REVIEW OF AN ADMINISTRATIVE SERVICES AGREEMENTWITH AN UNAFFILIATED FIRM, THE STATE OF NEW MEXICO REGULATIONAND LICENSING DEPARTMENT SECURITIES DIVISION, ALLEGED THATPROEQUITIES VIOLATED SECTIONS 58-13B-3 AND 58-13B-5 OF THE NEWMEXICO SECURITIES ACT OF 1986 (1986, AS AMENDED THROUGH 2004)AND SECTIONS 58-13C-401 THROUGH 404 OF THE NEW MEXICO UNIFORMSECURITIES ACT, NMSA 1978 58-13C-101 TO 58-13C-701 (2009)(THE"ACT"),IN THAT PROEQUITIES SHARED COMMISSIONS WITH ANOTHERREGISTERED BROKER/DEALER, WHILE THAT BROKER/DEALER WAS NOTREGISTERED AS A BROKER/DEALER IN NEW MEXICO.










Resolution:

Other Sanctions Ordered: CEASE AND DESIST FROM ENGAGING IN CONDUCT GIVING RISE TOLIABILITY UNDER NMSA 1978 58-13C-604(A)(2009).

Sanction Details: PROEQUITIES AGREED TO SETTLE THE MATTER AMONG THE MULTIPLESTATES FOR A TOTAL OF $435,000, AMONG THE STATES WHERE THEAGENTS WERE LOCATED DURING THE PERIOD FROM 4/30/2010 TO12/2/2011, ALLOCATED ACCORDING TO A SCHEDULE PROVIDED BY THEMULTI-STATE INVESTIGATION GROUP, WITH $8,207.55 BEING PAYABLE TONEW MEXICO.

Firm Statement PROEQUITIES AGREED TO RESOLVE THE INVESTIGATIONS THROUGHCONSENT ORDER IN EFFORT TO AVOID PROTRACTED AND EXPENSIVEPROCEEDINGS IN NUMEROUS STATES, INCLUDING NEW MEXICO. THEPAYMENTS TO THE UNAFFILIATED BROKER/DEALER REPRESENTED APORTION OF THE COMPENSATION FROM THE SALE OF SECURITIESAND/OR PROVISION OF INVESTMENT ADVICE BY PROEQUITIESREPRESENTATIVES, AND WERE PAYMENT FOR ADMINISTRATIVESERVICES. THAT AGREEMENT HAS SINCE BEEN TERMINATED. THE SALEOF SECURITIES AND/OR PROVISION OF INVESTMENT ADVICE TO RETAILCUSTOMERS WERE MADE BY REPRESENTATIVES OF PROEQUITIES, WHOWERE PROPERLY REGISTERED AT ALL TIMES WITH PROEQUITIES IN THESTATES IN WHICH THE CLIENTS WERE LOCATED.


Consent

Disclosure 11 of 54

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Allegations: IN A MULTI-STATE REVIEW OF AN ADMINISTRATIVE SERVICES AGREEMENTWITH AN UNAFFILIATED FIRM, THE GOVERNMENT OF THE U.S. VIRGINISLANDS, ALLEGED THAT PROEQUITIES VIOLATED CHAPTER 23, 9 VIC,SECTIONS 631, 632, 633 AND 634, IN THAT PROEQUITIES SHAREDCOMMISSIONS WITH ANOTHER REGISTERED BROKER/DEALER, WHILETHAT BROKER/DEALER WAS NOT REGISTERED AS A BROKER/DEALER INTHE U.S. VIRGIN ISLANDS.





Initiated By: GOVERNMENT OF THE U.S. VIRGIN ISLANDS








IN A MULTI-STATE REVIEW OF AN ADMINISTRATIVE SERVICES AGREEMENTWITH AN UNAFFILIATED FIRM, THE GOVERNMENT OF THE U.S. VIRGINISLANDS, ALLEGED THAT PROEQUITIES VIOLATED CHAPTER 23, 9 VIC,SECTIONS 631, 632, 633 AND 634, IN THAT PROEQUITIES SHAREDCOMMISSIONS WITH ANOTHER REGISTERED BROKER/DEALER, WHILETHAT BROKER/DEALER WAS NOT REGISTERED AS A BROKER/DEALER INTHE U.S. VIRGIN ISLANDS.


Resolution:

Other Sanctions Ordered: CEASE AND DESIST FROM ENGAGING IN CONDUCT GIVING RISE TOLIABILITY UNDER CHAPTER 23, 9 VIC, SECTION 664(A)(1).

Sanction Details: PROEQUITIES AGREED TO SETTLE THE MATTER AMONG THE MULTIPLESTATES FOR A TOTAL OF $435,000, AMONG THE STATES WHERE THEAGENTS WERE LOCATED DURING THE PERIOD FROM 4/30/2010 TO12/2/2011, ALLOCATED ACCORDING TO A SCHEDULE PROVIDED BY THEMULTI-STATE INVESTIGATION GROUP, WITH $8,207.55 BEING PAYABLE TOTHE U.S. VIRGIN ISLANDS.

Firm Statement PROEQUITIES AGREED TO RESOLVE THE INVESTIGATIONS THROUGHCONSENT ORDER IN EFFORT TO AVOID PROTRACTED AND EXPENSIVEPROCEEDINGS IN NUMEROUS STATES, INCLUDING THE U.S. VIRGINISLANDS. THE PAYMENTS TO THE UNAFFILIATED BROKER/DEALERREPRESENTED A PORTION OF THE COMPENSATION FROM THE SALE OFSECURITIES AND/OR PROVISION OF INVESTMENT ADVICE BYPROEQUITIES REPRESENTATIVES, AND WERE PAYMENT FORADMINISTRATIVE SERVICES. THAT AGREEMENT HAS SINCE BEENTERMINATED. THE SALE OF SECURITIES AND/OR PROVISION OFINVESTMENT ADVICE TO RETAIL CUSTOMERS WERE MADE BYREPRESENTATIVES OF PROEQUITIES, WHO WERE PROPERLYREGISTERED AT ALL TIMES WITH PROEQUITIES IN THE STATES IN WHICHTHE CLIENTS WERE LOCATED.


Consent

Disclosure 12 of 54

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Initiated By: SECURITIES COMMISSIONER OF THE STATE OF KANSAS





Docket/Case Number: K.S.C. NO. 2013-6061



Allegations: IN A MULTI-STATE REVIEW OF AN ADMINISTRATIVE SERVICES AGREEMENTWITH AN UNAFFILIATED FIRM, THE SECURITIES COMMISSIONER OF THESTATE OF KANSAS, ALLEGED THAT PROEQUITIES VIOLATED K.S.A. 17-12A401, K.S.A. 17-12A402, K.S.A. 17-12A403,AND K.S.A. 17-12A404, IN THATPROEQUITIES SHARED COMMISSIONS WITH ANOTHER REGISTEREDBROKER/DEALER, WHILE THAT BROKER/DEALER WAS NOT REGISTEREDAS A BROKER/DEALER IN KANSAS.



Resolution:

Other Sanctions Ordered: CEASE AND DESIST FROM ENGAGING IN CONDUCT GIVING RISE TOLIABILITY UNDER K.S.A. 17-12A604.

Sanction Details: PROEQUITIES AGREED TO SETTLE THE MATTER AMONG THE MULTIPLESTATES FOR A TOTAL OF $435,000, AMONG THE STATES WHERE THEAGENTS WERE LOCATED DURING THE PERIOD FROM 4/30/2010 TO12/2/2011, ALLOCATED ACCORDING TO A SCHEDULE PROVIDED BY THEMULTI-STATE INVESTIGATION GROUP, WITH $8,207.55 BEING PAYABLE TOKANSAS.

Firm Statement PROEQUITIES AGREED TO RESOLVE THE INVESTIGATIONS THROUGHCONSENT ORDER IN EFFORT TO AVOID PROTRACTED AND EXPENSIVEPROCEEDINGS IN NUMEROUS STATES, INCLUDING KANSAS. THEPAYMENTS TO THE UNAFFILIATED BROKER/DEALER REPRESENTED APORTION OF THE COMPENSATION FROM THE SALE OF SECURITIESAND/OR PROVISION OF INVESTMENT ADVICE BY PROEQUITIESREPRESENTATIVES, AND WERE PAYMENT FOR ADMINISTRATIVESERVICES. THAT AGREEMENT HAS SINCE BEEN TERMINATED. THE SALEOF SECURITIES AND/OR PROVISION OF INVESTMENT ADVICE TO RETAILCUSTOMERS WERE MADE BY REPRESENTATIVES OF PROEQUITIES, WHOWERE PROPERLY REGISTERED AT ALL TIMES WITH PROEQUITIES IN THESTATES IN WHICH THE CLIENTS WERE LOCATED.


Consent




PROEQUITIES AGREED TO RESOLVE THE INVESTIGATIONS THROUGHCONSENT ORDER IN EFFORT TO AVOID PROTRACTED AND EXPENSIVEPROCEEDINGS IN NUMEROUS STATES, INCLUDING KANSAS. THEPAYMENTS TO THE UNAFFILIATED BROKER/DEALER REPRESENTED APORTION OF THE COMPENSATION FROM THE SALE OF SECURITIESAND/OR PROVISION OF INVESTMENT ADVICE BY PROEQUITIESREPRESENTATIVES, AND WERE PAYMENT FOR ADMINISTRATIVESERVICES. THAT AGREEMENT HAS SINCE BEEN TERMINATED. THE SALEOF SECURITIES AND/OR PROVISION OF INVESTMENT ADVICE TO RETAILCUSTOMERS WERE MADE BY REPRESENTATIVES OF PROEQUITIES, WHOWERE PROPERLY REGISTERED AT ALL TIMES WITH PROEQUITIES IN THESTATES IN WHICH THE CLIENTS WERE LOCATED.

Disclosure 13 of 54

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Initiated By: STATE OF OHIO DIVISION OF SECURITIES








Allegations: IN A MULTI-STATE REVIEW OF AN ADMINISTRATIVE SERVICES AGREEMENTWITH AN UNAFFILIATED FIRM, THE STATE OF OHIO DIVISION OFSECURITIES, ALLEGED THAT PROEQUITIES VIOLATED OHIO REVISEDCODE ("ORC") 1707.14, 1707.141, 1707.16 AND 1707.161, IN THATPROEQUITIES SHARED COMMISSIONS WITH ANOTHER REGISTEREDBROKER/DEALER, WHILE THAT BROKER/DEALER WAS NOT REGISTEREDAS A BROKER/DEALER IN OHIO.



Resolution:

Other Sanctions Ordered: CEASE AND DESIST FROM ENGAGING IN CONDUCT IN VIOLATION OF THEACT, PURSUANT TO ORC 1707.23(G).

Sanction Details: PROEQUITIES AGREED TO SETTLE THE MATTER AMONG THE MULTIPLESTATES FOR A TOTAL OF $435,000, AMONG THE STATES WHERE THEAGENTS WERE LOCATED DURING THE PERIOD FROM 4/30/2010 TO12/2/2011, ALLOCATED ACCORDING TO A SCHEDULE PROVIDED BY THEMULTI-STATE INVESTIGATION GROUP, WITH $8,207.55 BEING PAYABLE TOOHIO.


Consent



www.finra.org/brokercheck User GuidancePROEQUITIES AGREED TO SETTLE THE MATTER AMONG THE MULTIPLESTATES FOR A TOTAL OF $435,000, AMONG THE STATES WHERE THEAGENTS WERE LOCATED DURING THE PERIOD FROM 4/30/2010 TO12/2/2011, ALLOCATED ACCORDING TO A SCHEDULE PROVIDED BY THEMULTI-STATE INVESTIGATION GROUP, WITH $8,207.55 BEING PAYABLE TOOHIO.

Firm Statement PROEQUITIES AGREED TO RESOLVE THE INVESTIGATIONS THROUGHCONSENT ORDER IN EFFORT TO AVOID PROTRACTED AND EXPENSIVEPROCEEDINGS IN NUMEROUS STATES, INCLUDING OHIO. THE PAYMENTSTO THE UNAFFILIATED BROKER/DEALER REPRESENTED A PORTION OFTHE COMPENSATION FROM THE SALE OF SECURITIES AND/OR PROVISIONOF INVESTMENT ADVICE BY PROEQUITIES REPRESENTATIVES, AND WEREPAYMENT FOR ADMINISTRATIVE SERVICES. THAT AGREEMENT HAS SINCEBEEN TERMINATED. THE SALE OF SECURITIES AND/OR PROVISION OFINVESTMENT ADVICE TO RETAIL CUSTOMERS WERE MADE BYREPRESENTATIVES OF PROEQUITIES, WHO WERE PROPERLYREGISTERED AT ALL TIMES WITH PROEQUITIES IN THE STATES IN WHICHTHE CLIENTS WERE LOCATED.

Disclosure 14 of 54

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Initiated By: COMMONWEALTH OF KENTUCKY PUBLIC PROTECTION CABINETDEPARTMENT OF FINANCIAL INSTITUTIONS





Docket/Case Number: 2012-AH-0266



Allegations: IN A MULTI-STATE REVIEW OF AN ADMINISTRATIVE SERVICES AGREEMENTWITH AN UNAFFILIATED FIRM, THE COMMONWEALTH OF KENTUCKYPUBLIC PROTECTION CABINET DEPARTMENT OF FINANCIALINSTITUTIONS, ALLEGED THAT PROEQUITIES VIOLATED KRS 292.330, INTHAT PROEQUITIES SHARED COMMISSIONS WITH ANOTHER REGISTEREDBROKER/DEALER, WHILE THAT BROKER/DEALER WAS NOT REGISTEREDAS A BROKER/DEALER IN KENTUCKY.



Resolution:


Consent




Other Sanctions Ordered: CEASE AND DESIST FROM ENGAGING IN CONDUCT GIVING RISE TOLIABILITY UNDER KRS 292.470.

Sanction Details: PROEQUITIES AGREED TO SETTLE THE MATTER AMONG THE MULTIPLESTATES FOR A TOTAL OF $435,000, AMONG THE STATES WHERE THEAGENTS WERE LOCATED DURING THE PERIOD FROM 4/30/2010 TO12/2/2011, ALLOCATED ACCORDING TO A SCHEDULE PROVIDED BY THEMULTI-STATE INVESTIGATION GROUP, WITH $8,207.55 BEING PAYABLE TOKENTUCKY.

Firm Statement PROEQUITIES AGREED TO RESOLVE THE INVESTIGATIONS THROUGHCONSENT ORDER IN EFFORT TO AVOID PROTRACTED AND EXPENSIVEPROCEEDINGS IN NUMEROUS STATES, INCLUDING KENTUCKY. THEPAYMENTS TO THE UNAFFILIATED BROKER/DEALER REPRESENTED APORTION OF THE COMPENSATION FROM THE SALE OF SECURITIESAND/OR PROVISION OF INVESTMENT ADVICE BY PROEQUITIESREPRESENTATIVES, AND WERE PAYMENT FOR ADMINISTRATIVESERVICES. THAT AGREEMENT HAS SINCE BEEN TERMINATED. THE SALEOF SECURITIES AND/OR PROVISION OF INVESTMENT ADVICE TO RETAILCUSTOMERS WERE MADE BY REPRESENTATIVES OF PROEQUITIES, WHOWERE PROPERLY REGISTERED AT ALL TIMES WITH PROEQUITIES IN THESTATES IN WHICH THE CLIENTS WERE LOCATED.


Disclosure 15 of 54

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Initiated By: STATE OF ALASKA DEPARTMENT OF COMMERCE, COMMUNITY, ANDECONOMIC DEVELOPMENT DIVISION OF BANKING AND SECURITIES


Docket/Case Number: 12-900-S



Allegations: IN A MULTI-STATE REVIEW OF AN ADMINISTRATIVE SERVICES AGREEMENTWITH AN UNAFFILIATED FIRM, THE STATE OF ALASKA DEPARTMENT OFCOMMERCE, COMMUNITY, AND ECONOMIC DEVELOPMENT DIVISION OFBANKING AND SECURITIES, ALLEGED THAT PROEQUITIES VIOLATEDALASKA STATUTES ("AS") 45.55.030, IN THAT PROEQUITIES SHAREDCOMMISSIONS WITH ANOTHER REGISTERED BROKER/DEALER, WHILETHAT BROKER/DEALER WAS NOT REGISTERED AS A BROKER/DEALER INALASKA.










Resolution:

Other Sanctions Ordered: CEASE AND DESIST FROM ENGAGING IN CONDUCT GIVING RISE TOLIABILITY UNDER AS 45.55.920.

Sanction Details: PROEQUITIES AGREED TO SETTLE THE MATTER AMONG THE MULTIPLESTATES FOR A TOTAL OF $435,000, AMONG THE STATES WHERE THEAGENTS WERE LOCATED DURING THE PERIOD FROM 4/30/2010 TO12/2/2011, ALLOCATED ACCORDING TO A SCHEDULE PROVIDED BY THEMULTI-STATE INVESTIGATION GROUP, WITH $8,207.55 BEING PAYABLE TOALASKA.

Firm Statement PROEQUITIES AGREED TO RESOLVE THE INVESTIGATIONS THROUGHCONSENT ORDER IN EFFORT TO AVOID PROTRACTED AND EXPENSIVEPROCEEDINGS IN NUMEROUS STATES, INCLUDING ALASKA. THEPAYMENTS TO THE UNAFFILIATED BROKER/DEALER REPRESENTED APORTION OF THE COMPENSATION FROM THE SALE OF SECURITIESAND/OR PROVISION OF INVESTMENT ADVICE BY PROEQUITIESREPRESENTATIVES, AND WERE PAYMENT FOR ADMINISTRATIVESERVICES. THAT AGREEMENT HAS SINCE BEEN TERMINATED. THE SALEOF SECURITIES AND/OR PROVISION OF INVESTMENT ADVICE TO RETAILCUSTOMERS WERE MADE BY REPRESENTATIVES OF PROEQUITIES, WHOWERE PROPERLY REGISTERED AT ALL TIMES WITH PROEQUITIES IN THESTATES IN WHICH THE CLIENTS WERE LOCATED.


Consent

Disclosure 16 of 54

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Allegations: IN A MULTI-STATE REVIEW OF AN ADMINISTRATIVE SERVICES AGREEMENTWITH AN UNAFFILIATED FIRM, THE COMMISSIONER OF SECURITIES ANDINSURANCE MONTANA STATE AUDITOR STATE OF MONTANA, ALLEGEDTHAT PROEQUITIES VIOLATED MONT. CODE ANN. 30-10-201, IN THATPROEQUITIES SHARED COMMISSIONS WITH ANOTHER REGISTEREDBROKER/DEALER, WHILE THAT BROKER/DEALER WAS NOT REGISTEREDAS A BROKER/DEALER IN MONTANA.





Initiated By: COMMISSIONER OF SECURITIES AND INSURANCE MONTANA STATEAUDITOR STATE OF MONTANA





Docket/Case Number: SEC-2010-220



IN A MULTI-STATE REVIEW OF AN ADMINISTRATIVE SERVICES AGREEMENTWITH AN UNAFFILIATED FIRM, THE COMMISSIONER OF SECURITIES ANDINSURANCE MONTANA STATE AUDITOR STATE OF MONTANA, ALLEGEDTHAT PROEQUITIES VIOLATED MONT. CODE ANN. 30-10-201, IN THATPROEQUITIES SHARED COMMISSIONS WITH ANOTHER REGISTEREDBROKER/DEALER, WHILE THAT BROKER/DEALER WAS NOT REGISTEREDAS A BROKER/DEALER IN MONTANA.


Resolution:

Other Sanctions Ordered: CEASE AND DESIST FROM ENGAGING IN CONDUCT GIVING RISE TOLIABILITY UNDER MONT. ANN. CODE 30-10-305.

Sanction Details: PROEQUITIES AGREED TO SETTLE THE MATTER AMONG THE MULTIPLESTATES FOR A TOTAL OF $435,000, AMONG THE STATES WHERE THEAGENTS WERE LOCATED DURING THE PERIOD FROM 4/30/2010 TO12/2/2011, ALLOCATED ACCORDING TO A SCHEDULE PROVIDED BY THEMULTI-STATE INVESTIGATION GROUP, WITH $8,207.55 BEING PAYABLE TOMONTANA.

Firm Statement PROEQUITIES AGREED TO RESOLVE THE INVESTIGATIONS THROUGHCONSENT ORDER IN EFFORT TO AVOID PROTRACTED AND EXPENSIVEPROCEEDINGS IN NUMEROUS STATES, INCLUDING MONTANA. THEPAYMENTS TO THE UNAFFILIATED BROKER/DEALER REPRESENTED APORTION OF THE COMPENSATION FROM THE SALE OF SECURITIESAND/OR PROVISION OF INVESTMENT ADVICE BY PROEQUITIESREPRESENTATIVES, AND WERE PAYMENT FOR ADMINISTRATIVESERVICES. THAT AGREEMENT HAS SINCE BEEN TERMINATED. THE SALEOF SECURITIES AND/OR PROVISION OF INVESTMENT ADVICE TO RETAILCUSTOMERS WERE MADE BY REPRESENTATIVES OF PROEQUITIES, WHOWERE PROPERLY REGISTERED AT ALL TIMES WITH PROEQUITIES IN THESTATES IN WHICH THE CLIENTS WERE LOCATED.


Consent

Disclosure 17 of 54

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Initiated By: IOWA INSURANCE DIVISION








Allegations: IN A MULTI-STATE REVIEW OF AN ADMINISTRATIVE SERVICES AGREEMENTWITH AN UNAFFILIATED FIRM, IOWA INSURANCE DIVISION ALLEGED THATPROEQUITIES VIOLATED IOWA CODE SECTIONS 502.401(1), 402(1), 403(1)AND 404(1)(2011), IN THAT PROEQUITIES SHARED COMMISSIONS WITHANOTHER REGISTERED BROKER/DEALER, WHILE THAT BROKER/DEALERWAS NOT REGISTERED AS A BROKER/DEALER IN IOWA.



Resolution:

Other Sanctions Ordered: CEASE AND DESIST FROM ENGAGING IN CONDUCT GIVING RISE TOLIABILITY UNDER IOWA CODE SECTION 502.604(1)(2011).

Sanction Details: PROEQUITIES AGREED TO SETTLE THE MATTER AMONG THE MULTIPLESTATES FOR A TOTAL OF $435,000, AMONG THE STATES WHERE THEAGENTS WERE LOCATED DURING THE PERIOD FROM 4/30/2010 TO12/2/2011, ALLOCATED ACCORDING TO A SCHEDULE PROVIDED BY THEMULTI-STATE INVESTIGATION GROUP, WITH $8,207.55 BEING PAYABLE TOIOWA.

Firm Statement PROEQUITIES AGREED TO RESOLVE THE INVESTIGATIONS THROUGHCONSENT ORDER IN EFFORT TO AVOID PROTRACTED AND EXPENSIVEPROCEEDINGS IN NUMEROUS STATES, INCLUDING IOWA. THE PAYMENTSTO THE UNAFFILIATED BROKER/DEALER REPRESENTED A PORTION OFTHE COMPENSATION FROM THE SALE OF SECURITIES AND/OR PROVISIONOF INVESTMENT ADVICE BY PROEQUITIES REPRESENTATIVES, AND WEREPAYMENT FOR ADMINISTRATIVE SERVICES. THAT AGREEMENT HAS SINCEBEEN TERMINATED. THE SALE OF SECURITIES AND/OR PROVISION OFINVESTMENT ADVICE TO RETAIL CUSTOMERS WERE MADE BYREPRESENTATIVES OF PROEQUITIES, WHO WERE PROPERLYREGISTERED AT ALL TIMES WITH PROEQUITIES IN THE STATES IN WHICHTHE CLIENTS WERE LOCATED.


Consent



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