FINRA

Without admitting or denying the findings, Kirkpatrick consented to the sanctions and to the entry of findings that he falsified a member firm wire transfer request form. The findings stated that Kirkpatrick electronically signed the form at the request of another registered representative, who was a co-representative on the account at issue, and submitted it to his firm to effectuate his customers' requested transfer of $1 million from their account to a third-party entity's account. Kirkpatrick falsely attested on the form that he had verbally confirmed "the amount, timing and payee instructions with the customer," when he in fact had not. Kirkpatrick signed form without inquiring into the purpose of the wire transfer, and without speaking with either customer before signing and submitting the form to the firm. As a result of his conduct, Kirkpatrick caused his firm to maintain inaccurate books and records. The findings also stated that Kirkpatrick caused his firm to maintain incomplete books and records by communicating about firm business outside of firm approved channels. Kirkpatrick attested on a firm compliance questionnaire that all of his investment, financial, and insurance-related electronic communications were made using only firm approved email addresses. Nonetheless, Kirkpatrick used his personal mobile phone to exchange text messages with the other representative about firm business. Most of the text messages concerned the signing and approval of wire transfer requests from clients' firm accounts, and one concerned a customer complaint. Because the firm did not permit registered representatives to send or receive business-related text messages outside of the firm's approved text messaging application, it did not preserve Kirkpatrick's text messages.

Acceptance, Waiver & Consent(AWC)

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

$10,000.00

Suspension

All Capacities

four months

9/18/2023

1/17/2024

In July of 2020 my previous longtime 20+ year business partner and co-owner of our firm, with whom I shared as Joint Representative for our client accounts, received approval from a personal friend/client to process a wire transfer out of the Client's account at LPL Financial. Our firm sent client wire transfer requests out as a normal business practice. Importantly, the validity of the client's approval for the wire transfer has never been in question, my previous partner verbally confirmed the instructions with the client, and the client electronically signed the paperwork authorizing the wire transfer. The dollar amount of the wire transfer has nothing to do with the alleged rule violation. After the client electronically signed the wire transfer form, my previous partner sent me a message asking for me to electronically sign the wire transfer request on our behalf as Joint Representatives on the account, which I promptly did, as a Joint Representative signature is required by LPL before actually sending out the funds. However, admittedly unnoticed by me over the years, the fine print at the bottom of the internal LPL Move Money Wire attestation form in question states that "I" verbally spoke with the client to confirm the wire instructions, which I did not, the fine print does not say "We" verbally spoke with the client. In place of personally calling the client, I instead relied on my partner's factual representations to me that he had already done so. FINRA then recently brought this "falsifying a document" charge against me approximately 3 years after the fact. This allegation came as a complete shock to me, as prior to this I had never heard from anyone, including LPL, that there was any issue whatsoever with how I signed the wire transfer form instead of my partner signing it. Very importantly, FINRA did not allege that I ever engaged in any fraudulent conduct, or in any way deceived or misled clients. In fact, I have never once had a customer complaint filed against me. I settled this matter to resolve FINRA's investigation and bring it to a conclusion, without admitting or denying any of the allegations against me.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative and cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 ("Exchange Act") and Sections 203(e), 203(f), and 203(k) of the Investment Advisers Act of 1940 ("Advisers Act") against Hamilton Investment Counsel, LLC ("HIC") and Jeffrey Kirkpatrick ("Kirkpatrick") (collectively "Respondents"). The Commission finds that, Kirkpatrick was responsible for administering HIC's compliance program and, as provided in HIC's compliance manual, for implementing the firm's compliance policies and procedures. Pursuant to HIC's compliance program, investment advisory representatives were required to disclose outside business activities ("OBAs") to the firm and were required to comply with the Broker-Dealer's compliance policies. Kirkpatrick knew or should have known that HIC's compliance program was inadequately implemented. Despite this, he did not make sufficient changes to the design and implementation of HIC's compliance program. Kirkpatrick received communications from a HIC investment adviser representative ("IAR") regarding an OBA being conducted by the IAR but did not require the IAR to complete and submit the formal reporting form required for OBAs by HIC's compliance manual, although Kirkpatrick instructed the IAR to do so, and did not conduct sufficient review to determine whether the OBA presented any conflicts of interest, as he was required to under the compliance manual. Furthermore, Kirkpatrick did not take sufficient steps to verify that HIC or the IAR had adequately disclosed to clients the IAR's relationship to the OBA or any associated conflicts of interest. In June 2020, Kirkpatrick received further communications related to the OBA that indicated the IAR had failed to meet the requirements of HIC's compliance program. Despite this notice, Kirkpatrick did not sufficiently ensure the OBA was being adequately and accurately reported pursuant to HIC's compliance program. In August 2020, Kirkpatrick received notice that certain transactions conducted by the IAR involving transfers of HIC client assets to the IAR's OBA had been flagged by the BrokerDealer for review, but Kirkpatrick did not conduct sufficient review to determine the legitimacy of the transactions. In September 2020, Kirkpatrick received information that the same IAR took steps to avoid the Broker-Dealer's compliance program. Despite receiving the information, Kirkpatrick did not take sufficient steps to monitor the IAR's compliance with the Broker-Dealer's policies as required by HIC's compliance manual. In November 2020, Kirkpatrick became aware that the same IAR had been using HIC's office address for another OBA. Despite his awareness and concerns, he did not take sufficient steps to ensure that the OBA was being adequately and accurately reported pursuant to HIC's compliance program. In January 2021, Kirkpatrick received additional communications concerning the OBA and did not take sufficient steps to ensure that the OBA was being adequately and accurately reported pursuant to HIC's compliance program. In June 2021, Kirkpatrick received additional information regarding the extent of the investment advisory representative's involvement with the OBA and, thereafter, reported the OBA to the Broker-Dealer. Kirkpatrick's reporting of the OBA ultimately resulted in the brokerdealer terminating its relationship with HIC. As a result of the conduct described above, Kirkpatrick willfully aided and abetted and caused HIC to violate Section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder.

Order

Cease and Desist

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

$15,000.00

It was also ordered that Kirkpatrick is subject to the following limitations on his activities: Kirkpatrick cease and desist from committing or causing any violations and any future violations of Section 206(4) of the Advisers Act and Rule 206(4)-7 promulgated thereunder. Kirkpatrick shall not act in a supervisory or compliance capacity with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or national recognized statistical rating organization; Kirkpatrick may apply to act in such a supervisory or compliance capacity after five years to the appropriate self-regulatory organization, or if there is none, to the Commission; and shall pay a civil money penalty in the amount of $15,000 to the Securities and Exchange Commission.

After fully cooperating with the SEC during its investigation, Kirkpatrick and Hamilton Investment Counsel agreed to voluntarily resolve the SEC's administrative, compliance-related claims on a neither admit nor deny basis. Importantly, the SEC did not allege that either Kirkpatrick or Hamilton Investment Counsel engaged in fraudulent conduct, or in any way deceived or misled clients.

BAD CHECK. BOUNCED A $10.00 CHECK--A MISDEMEANOR OFFENSE

MISDEMEANOR

MISDEMEANOR OFFENSE. FINED $60.00

I BOUNCED A $10.00 CHECK.