UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

INVESTMENT ADVISERS ACT OF 1940

Release No. 5366A / January 24, 2020

ADMINISTRATIVE PROCEEDING

File No. 3-19511

In the Matter of

Leonardo Cornide and 

Jorge Falcon,

Respondents.

AMENDED ORDER INSTITUTING 

CEASE-AND- DESIST PROCEEDINGS 

PURSUANT TO SECTION 203(k) OF 

THE INVESTMENT ADVISERS ACT OF 

1940, MAKING FINDINGS, AND 

IMPOSING A CEASE- AND-DESIST 

ORDER

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate that ceaseand-desist proceedings be, and hereby are, instituted pursuant to Section 203(k) of the Investment 

Advisers Act of 1940 (“Advisers Act”), against Leonardo Cornide (“Cornide”) and Jorge Falcon 

(“Falcon”) (collectively, “Respondents”).

II.

In anticipation of the institution of these proceedings, Respondents have submitted an Offer of 

Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose of 

these proceedings and any other proceedings brought by or on behalf of the Commission, or to which

the Commission is a party, and without admitting or denying the findings herein, except as to the 

Commission’s jurisdiction over them and the subject matter of these proceedings, which are admitted,

and except as provided herein in Section V, Respondents consent to the entry of this Amended Order 

Instituting Cease-and-Desist Proceedings Pursuant to Section 203(k) of the Investment Advisers Act 

of 1940, Making Findings, And Imposing a Cease-and-Desist Order (“Order”), as set forth below.

III.

On the basis of this Order and Respondents’ Offer, the Commission finds1that:

1 The findings herein are made pursuant to Respondents’ Offer of Settlement and are not binding on any 

other persons or entities in this or any other proceeding.
2

Summary

These proceedings concern the failure to disclose conflicts of interest by Cornide and 

Falcon, acting as investment advisers to Premier Assurance Group, SPC Ltd. (“PSPC”), a Cayman 

Islands-registered insurance company. Cornide and Falcon advised PSPC to invest up to 25% of its 

investment reserves in a note with Silverback Capital Partners, LLC (“Silverback”), which was used 

to finance third-party investments in Florida real estate. Silverback is owned and controlled by 

Cornide and Falcon and both individuals stood to profit from the note with PSPC because of the 

expected profits from Silverback’s real estate-backed loans. Additionally, Silverback made personal 

loans to Cornide and Falcon of over $6 million total in funds which Silverback borrowed from 

PSPC. 

Cornide and Falcon own Silverback, own PSPC’s holding company, and are directors of 

PSPC and had financial conflicts of interest both with respect to PSPC’s investment in the note with

Silverback and the personal loans. Since Respondents did not disclose these conflicts and get client 

consent to the conflicted transactions, Respondents violated Section 206(2) of the AdvisersAct.

Respondents

1. Leonardo Cornide, age 50, is a resident of Coral Gables, Florida. Cornide is a 50% 

owner of Premier Capital Advisors, LLC, a Florida-registered investment advisory firm (“PCA”).

Cornide is also 50% owner of Silverback and is a principal of PSPC. Cornide holds no securities 

licenses and is not registered with the Commission in any capacity. During the relevant period, 

Cornide acted as an investment adviser to PSPC.

2. Jorge Falcon, age 52, is a resident of Pinecrest, Florida. Falcon is 50% owner of PCA, 

50% owner of Silverback, and is also a principal of PSPC. Falcon holds no securities licenses and is 

not registered with the Commission in any capacity. During the relevant period, Falcon acted as an 

investment adviser to PSPC.

Relevant Entities

3. PSPC is a Cayman Islands registered insurance company. PSPC is not registered 

with the Commission in any capacity. PSPC invests the premium payments from its policy holders

in PSPC’s reserve investment accounts. During the relevant time period, Cornide and Falcon served 

as investment advisers to PSPC. 

4. Premier Assurance Group LLC (“PAG”) is a Florida-based limited liability company

owned by Cornide and Falcon. PAG is the holding company of PSPC and, during the relevant time 

period, served as an unregistered investment adviser to PSPC regarding its reserve portfolio. 

Cornide and Falcon, served as members of an Investment Committee which provided such 

investment advice to PSPC.

5. Silverback is a Florida-based limited liability company owned by Cornide and 

Falcon. Silverback was formed in 2014 for the purpose of loaning money to its affiliated companies 
3

and third-parties for the purpose of investing in Florida real estate and real estate development 

projects. Silverback is not registered with the Commission in any capacity. 

6. PCA is a Florida-based limited liability company owned by Cornide and Falcon. 

PCA was formed in November 2017 and became registered with the state of Florida as an 

investment adviser in April 2018. Since 2018, PCA has served as the investment adviser to PSPC. 

PCA is not registered with the Commission in any capacity.

PSPC’s Business

7. Since at least 2007, PSPC has offered policies to non-U.S. residents. Policyholders

pay premiums and fees associated with the policies and, after fees are deducted, the remaining funds 

are deposited into PSPC’s U.S.-based brokerage accounts to be invested. At various points in time, 

an Investment Committee, including Cornide and Falcon and other committee members, advised 

PSPC concerning its investment strategy and portfolio. PSPC itself, does not employ any individuals. 

8. PSPC invests these premiums in various securities with the goal of meeting or

exceeding the returns of its policy holder’s life insurance policy. PSPC’s investment policy also 

permits it to hold a certain percentage of alternative investments.

9. In 2016, PAG hired an outside consultant to assume investment recommendations for 

PSPC. In the fall of 2017, Cornide and Falcon formed PCA, and in April 2018, PCA became 

formally registered as an investment advisory firm with the state of Florida. At that time, PCA 

assumed the investment-recommendation functions and removed Cornide and Falcon entirely from 

involvement in investment advisory activities concerning PSPC.

Failure to Disclose Conflicts of Interest

10. In March 2014, Cornide and Falcon formed Silverback for the purpose of lending 

money to affiliated limited liability companies (“LLCs”) owned by Cornide and to unaffiliated thirdparties. Cornide and Falcon, in their roles as Investment Committee members, advised PSPC to

invest in a “master note” with Silverback which allowed Silverback to borrow up to $20 million from 

PSPC. Pursuant to the note, PSPC lent money to Silverback, which then lent money to affiliated real 

estate LLCs, in exchange for 4% interest on the loaned amount. Cornide and Falcon also advised 

PSPC to agree that interest and/or principal payments on the note could be deferred.

11. The loan arrangement between PSPC and Silverback provided Silverback with access 

to a line of credit with repayment flexibility, as well as the ability to lend funds to other entities, some 

of which were owned or co-owned by Cornide. In some instances, Silverback made periodic 

payments (interest or otherwise) until the secondary borrower completed its development project and 

was able to repay its loan with interest to Silverback. In other instances, payment was deferred until 

the secondary borrower made a profit and Silverback then paid PSPC, with Silverback keeping the

difference as profit. As owners of Silverback, both Cornide and Falcon benefited from the spread 

between the interest paid to Silverback by third-party LLCs and the interest paid by Silverback to 

PSPC.

12. Starting in late 2017, PSPC began reducing the percentage of alternative investment 
4

assets held through the note with Silverback. Presently, less than $15 million remains outstanding on

the note with PSPC.

13. Cornide and Falcon acted as investment advisers to PSPC. However, because

Respondents owned PAG and Silverback and advised PSPC, Respondents had a conflict of interest in 

recommending that PSPC invest in the note with Silverback, as Respondents stood to benefit from 

that investment.

14. In addition, Cornide and Falcon borrowed funds from PSPC through Silverback for 

their own personal use. Starting in 2016, Cornide borrowed a total of $2,786,925 for payment of 

personal taxes and other expenses. Similarly, since 2016, Falcon borrowed up to $4,390,278 for 

personal tax payments and other expenses. Respondents also caused these loans to have deferred 

payment terms.

15. As investment advisers, Cornide and Falcon owed a fiduciary duty to their client,

PSPC, including the duty to disclose all material facts. The existence of a conflict of interest is a 

material fact that must be fully and fairly disclosed so the client can understand the conflict and have a

basis to consent to the conflict or reject it. Cornide and Falcon could not effectively consent on 

behalf of PSPC to the undisclosed conflicts presented by either PSPC investing in the note with 

Silverback or Silverback making loans to Cornide and Falcon because they stood to benefit from

these transactions. PSPC did not have an independent board or managers to consent to transactions

that involved conflicts of interest.

Violations of Law

16. As a result of the conduct described above, Cornide and Falcon violated Section 

206(2) of the Advisers Act, which makes it “unlawful for any investment adviser . . . directly or

indirectly to engage in any transaction, practice, or course of business which operates as a fraud or 

deceit upon any client or prospective client.” Negligent conduct is sufficient to establish a violation

of Section 206(2).2

Respondents’ Remedial Efforts

17. In determining to accept the Offer, the Commission considered remedial acts 

promptly undertaken by Respondents and cooperation afforded the Commission staff.

Undertakings

Respondents have undertaken to:

18. Independent Compliance Consultant. With respect to the retention of an independent 

compliance consultant, Respondents have agreed to the following undertakings:

a. Respondents shall retain, within ninety (90) days of the entry of this Order,

 

2 SEC v. Steadman, 967 F.2d 636, 643 n.5 (D.C. Cir. 1992) (citing SEC v. Capital Gains Research Bureau, Inc., 

375 U.S. 180,194-95 (1963)).
5

the services of an independent compliance consultant (the “Independent Consultant”) that is not 

unacceptable to the Commission staff. The Independent Consultant’s compensation and expenses 

shall be borne exclusively by Respondents.

b. Respondents shall provide to the Commission staff, within ninety (90) days 

of the entry of this Order, a copy of the engagement letter detailing the Independent Consultant’s 

responsibilities, which shall include a comprehensive compliance review as described below in this 

Order. Respondents shall require that, by March 31, 2020, the Independent Consultant conduct a 

comprehensive review PCA’s supervisory, compliance, and other policies and procedures 

reasonably designed to prevent conflicts of interest in violation of the federal securities laws. 

c. Respondents shall require that, within forty-five (45) days from March 31,

2020, the Independent Consultant shall submit a written and detailed report of its findings to 

Respondents, PCA and to the Commission staff (the “Report”). Respondents shall require that the 

Report include a description of the review performed, the names of the individuals who performed 

the review, the conclusions reached, the Independent Consultant’s recommendations for changes in 

or improvements to PCA’s policies and procedures and/or disclosures to clients, and a procedure for

implementing the recommended changes in or improvements to PCA’s policies and procedures 

and/or disclosures.

d. Respondents shall cause PCA to adopt all recommendations contained in 

the Report within sixty (60) days of the date of the Report; provided, however, that within fortyfive (45) days after the date of Report, Respondents shall in writing advise the Independent 

Consultant and the Commission staff of any recommendations that Respondents consider to be 

unduly burdensome, impractical or inappropriate. With respect to any recommendation that

Respondents consider unduly burdensome, impractical or inappropriate, Respondents need not 

require PCA to adopt such recommendation at that time, but shall propose in writing an alternative 

policy, procedure or system designed to achieve the same objective or purpose.

e. As to any recommendation with respect to PCA’s policies and procedures 

on which Respondents and the Independent Consultant do not agree, Respondents and the 

Independent Consultant shall attempt in good faith to reach an agreement within sixty (60) days after

the date of the Report. Within fifteen (15) days after the conclusion of the discussion and evaluation 

by Respondents and the Independent Consultant, Respondents shall require that the Independent 

Consultant inform Respondents and the Commission staff in writing of the Independent 

Consultant’s final determination concerning any recommendation that Respondents consider to be 

unduly burdensome, impractical or inappropriate. Respondents shall abide by the determinations of 

the Independent Consultant and, within sixty (60) days after final agreement between Respondents

and the Independent Consultant or final determination by the Independent Consultant, whichever 

occurs first, Respondents shall cause PCA to adopt and implement all of the recommendations that 

the Independent Consultant deems appropriate.

f. Within ninety (90) days of PCA’s adoption of all of the recommendations in 

the Report that the Independent Consultant deems appropriate, as determined pursuant to the 

procedures set forth herein, Respondents shall certify in writing to the Independent Consultant and 

the Commission staff that PCA has adopted and implemented all of the Independent Consultant’s 
6

recommendations in the Report. Unless otherwise directed by the Commission staff, the Report, 

certifications, and other documents required to be provided to the Commission staff shall be sent to 

Jason R. Berkowitz, Assistant Regional Director, Miami Regional Office, Securities and Exchange 

Commission, 801 Brickell Avenue, Suite 1800, Miami, Florida 33131, or such other address as the

Commission staff may provide.

g. Respondents shall, and shall require PCA to, cooperate fully with the 

Independent Consultant and shall provide the Independent Consultant with access to such of PCA

files, books, records, and personnel as are reasonably requested by the Independent Consultant for 

review.

h. To ensure the independence of the Independent Consultant,Respondents:

(1) Shall not have the authority to terminate the Independent 

Consultant or substitute another independent compliance consultant 

for the initial Independent Consultant, without the prior written 

approval of the Commission staff; and

(2) Shall compensate the Independent Consultant and persons 

engaged to assist the Independent Consultant for services rendered 

pursuant to this Order at their reasonable and customary rates.

i. Require the Independent Consultant to enter into an agreement that provides 

that for the period of engagement and for a period of two years from completion of the engagement, 

the Independent Consultant shall not enter into any employment, consultant, attorney-client, 

auditing or other professional relationship with Respondents, PCA, or any of its present or former 

affiliates, directors, officers, employees, or agents acting in their capacity. The agreement will also 

provide that the Independent Consultant will require that any firm with which he/she is affiliated or 

of which he/she is a member, and any person engaged to assist the Independent Consultant in 

performance of his/her duties under this Order shall not, without prior written consent of the Miami 

Regional Office, enter into any employment, consultant, attorney-client, auditing or other 

professional relationship with Respondents, or any of its present or former affiliates, directors, 

officers, employees, or agents acting in their capacity as such for the period of the engagement and 

for a period of two years after the engagement.

19. Recordkeeping. Respondents shall preserve, and shall require PCA to preserve, for a 

period of not less than six (6) years from the end of the fiscal year last used, the first two (2) years 

in an easily accessible place, any record of compliance with the undertakings set forth in this Order.

20. Deadlines. For good cause shown, the Commission staff may extend any of the 

procedural dates relating to the undertakings. Deadlines for procedural dates shall be counted in 

calendar days, except that if the last day falls on a weekend or federal holiday, the next business 

day shall be considered to be the lastday.

21. Certifications of Compliance by Respondents. Respondents shall certify, in writing, 

compliance with the undertaking(s) set forth above. The certification shall identify the 
7

undertaking(s), provide written evidence of compliance in the form of a narrative, and be supported 

by exhibits sufficient to demonstrate compliance. The Commission staff may make reasonable 

requests for further evidence of compliance, and Respondents agree to provide such evidence. The 

certification and supporting material shall be submitted to Jason R. Berkowitz, Assistant Regional 

Director, with a copy to the Office of Chief Counsel of the Enforcement Division, no later than 

sixty (60) days from the date of the completion of the undertakings.

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondents’ Offer.

Accordingly, it is hereby ORDERED that:

A. Pursuant to Section 203(k) of the Advisers Act, Cornide and Falcon cease and 

desist from committing or causing any violations and any future violations of Section 206(2) the

Advisers Act.

B. Cornide and Falcon shall comply with the undertakings enumerated in Section III, 

paragraphs 18 to 21 above.

C. Cornide shall pay disgorgement of $2,786,925 plus accrued interest of 

$274,107.19, of which $655,350 has been previously paid, to the Securities and Exchange 

Commission. Payment of the disgorgement and accrued interest shall be made in the 

following installments:

(1) $300,000 within 10 days of entry of this Order;

(2) $525,000 within 130 days of entry of this Order;

(3) $525,000 within 210 days of entry of this Order; and

(4) $1,039,908.80 plus accrued interest within 360 days of entry of this Order.

Falcon shall pay disgorgement of $4,390,278 plus accrued interest of $414,630.27,

of which $920,349.82 has been previously paid, to the Securities and Exchange Commission. 

Payment of the disgorgement and accrued interest shall be made in the following installments:

(1) $500,000 within 10 days of entry of this Order;

(2) $775,000 within 130 days of entry of this Order;

(3) $775,000 within 210 days of entry of this Order; and

(4) $1,870,269.38 plus accrued interest within 360 days of entry of this Order.

Payments shall be applied first to post order interest, which accrues pursuant to SEC Rule of 

Practice 600. Prior to making the final payment set forth herein, Respondents shall contact the staff 

of the Commission for the amount due. If Respondents fails to make any payment by the date 

agreed and/or in the amount agreed according to the schedule set forth above, all outstanding 

payments under this Order, including post-order interest, minus any payments made, shall become 

due and payable immediately at the discretion of the staff of the Commission without further 
8

application to the Commission.

D. Cornide shall, within ten (10) days of the entry of this Order, pay a civil money

penalty in the amount of $100,000 to the Securities and Exchange Commission. If timely

payment is not made, additional interest shall accrue pursuant to 31 U.S.C.

§3717.

Falcon shall, within ten (10) days of the entry of this Order, pay a civil money penalty in the

amount of $100,000 to the Securities and Exchange Commission. If timely payment is not made,

additional interest shall accrue pursuant to 31 U.S.C. §3717.

Payment must be made in one of the following ways:

(1) Respondents may transmit payment electronically to the Commission,

which will provide detailed ACH transfer/Fedwire instructions upon

request;

(2) Respondents may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or

(3) Respondents may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:

Enterprise Services Center 

Accounts Receivable Branch HQ 

Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying 

either Cornide or Falcon, respectively, as a Respondent in these proceedings, and the file number of

these proceedings; a copy of the cover letter and check or money order must be sent to Glenn S. 

Gordon, Associate Director, Division of Enforcement, Securities and Exchange Commission,

Miami Regional Office, 801 Brickell Avenue, Suite 1800, Miami, Florida 33131.

E. Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, a Fair Fund is created 

for the disgorgement not previously paid, accrued interest and penalties referenced in paragraphs IV. 

C and D above. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 

be treated as penalties paid to the government for all purposes, including all tax purposes. To 

preserve the deterrent effect of the civil penalty, Respondents agree that in any Related Investor 

Action, they shall not argue that they are entitled to, nor shall they benefit by, offset or reduction 

of any award of compensatory damages by the amount of any part of Respondents’ payment of a 

civil penalty in this action ("Penalty Offset"). If the court in any Related Investor Action grants 

such a Penalty Offset, Respondents agree that they shall, within 30 days after entry of a final 
9

order granting the Penalty Offset, notify the Commission's counsel in this action and pay the 

amount of the Penalty Offset to the Securities and Exchange Commission. Such a payment shall 

not be deemed an additional civil penalty and shall not be deemed to change the amount of the 

civil penalty imposed in this proceeding. For purposes of this paragraph, a "Related Investor 

Action" means a private damages action brought against Respondents by or on behalf of one or 

more investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding.

V.

It is further ORDERED that, solely for purposes of exceptions to discharge set forth in 

Section 523 of the Bankruptcy Code, 11 U.S.C. §523, the findings in this Order are true and admitted 

by Respondents, and further, any debt for disgorgement, prejudgment interest, civil penalty or other 

amounts due by Respondents under this Order or any other judgment, order, consent order, decree or 

settlement agreement entered in connection with this proceeding, is a debt for the violation by 

Respondents of the federal securities laws or any regulation or order issued under such laws, as set 

forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. §523(a)(19).

By the Commission.

Vanessa A. Countryman 

Secretary