Commodore Asset Management, LLC and Darnell Lee Commodore - Consent Order

STATE OF WASHINGTON

2 SECURITIES DIVISION

3 1 4 5 6 7 8

INTRODUCTION 10

On July 30, 2025, the Securities Administrator of the Securities Division of the Department of 11 Financial Institutions (“Securities Division”) issued a Summary Order Suspending Registrations and 12 Statement of Charges and Notice of Intent to Enter Order to Cease and Desist, to Revoke Registrations, to 13 Deny Future Registrations, to Impose a Fine, and to Charge Costs, Order No. S-25-4018-25-TO01 (“Summary 14 Order”), against Respondents Commodore Asset Management, LLC and Darnell Lee Commodore. Pursuant 15 to the Securities Act of Washington, RCW 21.20, the Securities Division and Respondents Commodore Asset 16 Management, LLC and Darnell Lee Commodore, do hereby enter into this Consent Order in settlement of the 17 matters alleged herein. The Securities Division and Respondents Commodore Asset Management, LLC and 18 Darnell Lee Commodore jointly set forth the Findings of Fact and Conclusions of Law stated below. 19

FINDINGS OF FACT

Respondents

1. Commodore Asset Management, LLC (“CAM” or “Adviser”) is a Washington limited liability 22 IN THE MATTER OF DETERMINING Order No. S-25-4018-25-CO01 Whether there has been a violation of the company formed on April 2, 2008, with its principal place of business in Tacoma, Washington. CAM was 23 Securities Act of Washington by: COMMODORE ASSET MANAGEMENT,

LLC;

DARNELL LEE COMMODORE,

Respondents.

registered as an investment adviser with the Washington State Securities Division (“Securities Division”) 2 from June 11, 2008, until CAM’s registration was suspended on July 31, 2025. The investment adviser has a 3 Central Registration Depository (“CRD”) number of 146925. 1 4 2. Darnell Lee Commodore (“Commodore”) resides in Tacoma, Washington. Commodore was registered as an investment adviser representative with the Securities Division from June 11, 2008, until 5 Commodore’s registration was suspended on July 31, 2025. Commodore is the owner and person who 6 controls CAM. Commodore has a CRD number of 2661757. 7 8

Nature of the Conduct

1. Each investment adviser registered with the Securities Division must make annual filings with 10
   the director after the investment adviser’s fiscal year-end. 11

2. An investment adviser must, under WAC 460-24A-060, file with the director a fiscal year-end
   12 balance sheet within 120 days following the end of the fiscal year-end. The Securities Division reviews these 13 balance sheets to determine whether the investment adviser meets the minimum financial requirements as set 14 forth in WAC 460-24A-170. 15 5. CAM has a fiscal year-end of December 31. Its 2024 year-end balance sheet was due by April 16 30, 2025. 17 6. In addition, an investment adviser must, under WAC 460-24A-205, file an annual updating amendment to its Form ADV within 90 days after the end of its fiscal year. This annual amendment must 18 include any changes to Form ADV Parts 1 and 2. The Securities Division reviews the annual updates to Form 19 ADV to determine whether the investment adviser is making necessary disclosures to investors and track 20 where the adviser’s books and records are stored. CAM’s updating amendment was due by March 31, 2025. 21

3. The Securities Division sent Respondents numerous reminders by electronic mail, by regular
   22 mail, and by telephone to remind Respondents to file a balance sheet and the annual updating amendments. 23

4. On July 11, 2025, the Securities Division issued a final warning to the Respondents indicating
   2 that the annual amendments and balance sheet must be filed on or before July 25, 2025, otherwise formal 3 enforcement action would be taken. 1 4 9. Neither CAM nor Commodore responded to this warning, and a summary order suspending the registration of both CAM and Commodore was entered on July 31, 2025. 5

5. CAM has not provided an annual updating amendment or balance sheet for 2024. 6

Based upon the above Findings of Fact, the following Conclusions of Law are made: 8

CONCLUSIONS OF LAW

1. Respondent Commodore Asset Management, LLC willfully violated WAC 460-24A-205 by 10
   failing to file an updating amendment to its Forms ADV Parts 1 and 2 for 2024. 11

2. Respondent Commodore Asset Management, LLC willfully violated WAC 460-24A-060 by
   12 failing to timely file a 2024 year-end balance sheet. 13

3. Respondent Darnell Lee Commodore, as the person who owns and controls Commodore Asset
   14 Management, LLC, is responsible for the Adviser’s violations of WAC 460-24A-205 and WAC 460-24A- 15 060. 16 Based upon the foregoing and finding it in the public interest: 17 18 IT IS AGREED AND ORDERED that Commodore Asset Management, LLC filed an application to 19 withdraw its investment adviser registration in lieu of revocation prior to the entry of this order. The 20 withdrawal shall become effective upon entry of this Consent Order. 21 22 23

IT IS FURTHER AGREED AND ORDERED that Darnell Lee Commodore filed an application to withdraw his investment adviser representative registration in lieu of revocation prior to the entry of this order. 2 The withdrawal shall become effective upon entry of this Consent Order. 3 1 IT IS FURTHER AGREED AND ORDERED that all future investment adviser, investment adviser 4 representative, broker dealer, and securities salesperson registrations with the Division shall be conditioned 5 on Commodore Asset Management, LLC and Darnell Lee Commodore retaining a third-party compliance 6 firm, acceptable to the Securities Division, to supervise all investment advisory activities for a period of two 7 years from the date of any new registration. 8 IT IS FURTHER AGREED AND ORDERED that Respondents Commodore Asset Management, 9 LLC and Darnell Lee Commodore will provide written notification to the Securities Division before 10 terminating its relationship with the compliance firm providing oversight pursuant to this Consent Order. 11 Respondents must provide written notice to the Securities Division before hiring any subsequent compliance 12 firms and may only hire a compliance firm acceptable to the Securities Division. 13 IT IS FURTHER AGREED AND ORDERED that Respondents Commodore Asset Management, 14 LLC, and Darnell Lee Commodore shall be jointly and severally liable for and shall pay a fine of $500 on or 15 before entry of this Consent Order. 16 IT IS FURTHER AGREED that the Securities Division has jurisdiction to enter this Consent Order. 17 IT IS FURTHER AGREED that Respondents Commodore Asset Management, LLC and Darnell Lee 18 Commodore entered into this Consent Order freely and voluntarily and with a full understanding of its terms 19 and significance. 20 IT IS FURTHER AGREED that in consideration of the foregoing, Respondents Commodore Asset 21 Management, LLC and Darnell Lee Commodore waive their right to a hearing and to judicial review of this 22 matter pursuant to RCW 21.20.440 and Chapter 34.05 RCW. 23

WILLFUL VIOLATION OF THIS ORDER IS A CRIMINAL OFFENSE.

2 Signed this 2nd day of February, 2025. 3 1 Signed by: 4 Commodore Asset Management, LLC 5 6 /s/ __________________________ 7 Darnell Lee Commodore, Managing Member 8 /s/ 9 ___________________________ Darnell Lee Commodore, individually 10 11 12 13 14 15 16 17 18 19 20 21 22 23

SIGNED and ENTERED this 17th day of March, 2025. 2 3 1 4 5 6 7 /s/ ____________________________ 8 Faith L. Anderson Acting Securities Administrator 9 10 11 Approved by: Presented by: 12 /s/ /s/ 13 _____________________________ ____________________________ Brian J. Guerard Sara Lewis 14 Chief of Enforcement Financial Legal Examiner 15 Reviewed by: 16 /s/ 17 Holly Mack-Kretzler Financial Legal Examiner Supervisor 18 19 20 21 22 23