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CONTINENTAL FIVE INVESTMENT GROUP, LLC ET AL.
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STIPULATED AGREEMENT No. ST-09-7633-S |
WHEREAS, the Banking Commissioner (the “Commissioner”) is charged with the administration of Chapter 672a of the Connecticut General Statutes, the Connecticut Uniform Securities Act (the “Act”) and Sections 36b-31-2 et seq. of the Regulations of Connecticut State Agencies promulgated under the Act (the “Regulations”);
WHEREAS, Continental Five Investment Group, LLC, a Connecticut limited liability company located at One Gorham Island, Suite 303, Westport, Connecticut, filed with the Commissioner an application for registration as an investment adviser pursuant to Sections 36b-7 and 36b-32 of the Act;
WHEREAS, Pasquale Joseph Sacchetta (CRD No. 1264356) , president of Continental Five Investment Group, LLC, filed with the Commissioner an application for registration as an investment adviser agent of Continental Five Investment Group, LLC pursuant to Sections 36b-7 and 36b-32 of the Act;
WHEREAS, Pasquale Joseph Sacchetta has been registered under the Act as an investment adviser agent of an unaffiliated investment adviser since 2006;
WHEREAS, the Commissioner, through the Securities and Business Investments Division (the “Division”) of the Department of Banking has conducted an investigation of the applicants pursuant to Section 36b-8 of the Act;
WHEREAS, in connection with such investigation, the Division communicated to Continental Five Investment Group, LLC and Pasquale Joseph Sacchetta concerns regarding representations about the applicants’ services and qualifications made to prospective clients on Continental Five Investment Group, LLC’s website;
WHEREAS, such representations would, if proven, support the initiation of administrative proceedings under Section 36b-15(a)(2)(H) of the Act and Section 36b-31-15c(a)(8) of the Regulations to deny the applicants’ registrations or to restrict or impose conditions on the securities or investment advisory activities that the applicants may perform in this state;
WHEREAS, Continental Five Investment Group, LLC and Pasquale Joseph Sacchetta have advised the Division that they have made revisions to Continental Five Investment Group, LLC’s website to address the Division’s concerns;
WHEREAS, Continental Five Investment Group, LLC and Pasquale Sacchetta, in an effort to resolve this matter, have also furnished the Division with a December 8, 2008 Affidavit representing, in part, that Continental Five Investment Group, LLC and its affiliates CFIG Wealth Management, LLC, Continental Five Insurance Group, Inc. and Autumn Hill Limited Partnership have not rendered investment advice for a fee or solicited investment advisory business for any third party investment adviser;
WHEREAS, Pasquale J. Sacchetta has filed with the Division a Supplemental Affidavit dated January 13, 2009 stating that, aside from his association with the unaffiliated investment adviser, he has 1) never rendered investment advice for a fee or solicited investment advisory clients for a fee on behalf of another investment adviser, and 2) that he has not conducted an investment advisory business under another name or through another entity;
WHEREAS, Continental Five Investment Group, LLC and Pasquale Joseph Sacchetta voluntarily agree to waive any right to a hearing upon the issuance of this Stipulated Agreement, and waive the right to seek judicial review or otherwise challenge or contest the validity of this Stipulated Agreement;
NOW, THEREFORE, THE PARTIES HERETO DO AGREE AS FOLLOWS:
| 1) |
(a) For two (2) years following the Commissioner’s execution of this Stipulated Agreement, Pasquale Sacchetta and Continental Five Investment Group, LLC shall retain legal counsel sufficiently experienced in state and federal securities law compliance and not unacceptable to the Division Director to evaluate their compliance with this Stipulated Agreement, the Act and the Regulations thereunder, including, without limitation, statutory registration and disclosure obligations, advertising representations and compliance with the Commissioner’s October 3, 1997 Order on Internet dissemination of information on advisory products and services. Continental Five Investment Group, LLC and Pasquale Sacchetta shall identify such legal counsel in writing to the Division Director prior to the Commissioner’s execution of this Stipulated Agreement. Pasquale Sacchetta shall, on his own behalf and on behalf of Continental Five Investment Group, LLC, consult with such legal counsel according to the following schedule, provided nothing herein shall preclude more frequent consultations should the need arise: (a) during the first year following the Commissioner’s execution of this Stipulated Agreement, the consultation shall occur on a quarterly basis; and (b) during the second year following the Commissioner’s execution of this Stipulated Agreement, the consultation shall occur semi-annually;
(b) By December 31st of each year to which this obligation extends, Pasquale Sacchetta shall file with the Division Director an annual sworn affidavit verifying that he has fully discussed his Connecticut compliance responsibilities with legal counsel and that, in connection therewith, he, Continental Five Investment Group, LLC and its affiliates are complying with this Stipulated Agreement and with the advice of counsel;
(c) During the foregoing two year period, should Pasquale Sacchetta and/or Continental Five Investment Group, LLC sever its relationship with the legal counsel identified to the Division Director, Pasquale Sacchetta shall apprise the Division Director in writing of the reasons for such severance within thirty days following such severance, and shall identify the successor attorney engaged to perform the services described in paragraph (1)(a); |
| 2) |
For two years following the Division Director’s execution of this Stipulated Agreement, Pasquale Sacchetta and Continental Five Investment Group, LLC shall notify the Division Director in writing each calendar quarter of any complaints, actions or proceedings (including arbitrations and updates thereto) initiated against Pasquale Sacchetta and/or against Continental Five Investment Group, LLC, its representatives, agents, employees, affiliates, assigns, or successors in interest, for the quarter, including the disposition thereof. Such report shall be provided no later than ten business days following the close of the quarter. If no complaints, actions, proceedings or updates exist for the quarter, the report shall so indicate. The first report shall be due no later than ten business days following the quarter ending June 30, 2009, and the final report shall be due no later than ten business days following the quarter ending June 30, 2011; |
| 3) |
Continental Five Investment Group, LLC acknowledges, through its execution of this Stipulated Agreement, that, within four months following the effective date of its investment adviser registration, its investment advisory books and records shall be subject to an examination conducted by the department pursuant to Section 36b-14(d) of the Connecticut General Statutes; |
| 4) | Execution of this Stipulated Agreement by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against Continental Five Investment Group, LLC and/or Pasquale Joseph Sacchetta based upon a violation of this Stipulated Agreement or the basis for its entry if the Commissioner determines that compliance is not being observed with the terms hereof or if any representation made by or on behalf of Continental Five Investment Group, LLC and/or Pasquale Joseph Sacchetta and reflected herein or in their respective applications for registration is subsequently discovered to be untrue; |
| 5) | Nothing in this Stipulated Agreement shall be construed as limiting the Commissioner's ability to take enforcement action against Pasquale Sacchetta, Continental Five Investment Group, LLC, its affiliates and/or successors in interest based upon evidence of which the Division was unaware on the date hereof relating to a violation of the Act or any regulation or order under the Act; |
| 6) | Pursuant to Section 36b-8 of the Act, the name “Continental Five Investment Group, LLC” shall be and is hereby entered on the Register of Investment Advisers, and the name “Pasquale Joseph Sacchetta” shall be and is hereby entered on the Register of Investment Adviser Agents; and |
| 7) | This Stipulated Agreement shall become binding when executed by all parties hereto. |
IN WITNESS WHEREOF, the undersigned have executed this Stipulated Agreement on the dates indicated.
________/s/_________
Howard F. Pitkin
Banking Commissioner
this 11th day of February 2009.
I, Pasquale Joseph Sacchetta, state individually and on behalf of Continental Investment Group, LLC, that I have read the foregoing Stipulated Agreement; that I know and fully understand its contents; that I am authorized to execute this Stipulated Agreement on behalf of Continental Five Investment Group, LLC; and that I and Continental Five Investment Group, LLC agree freely and without threat or coercion of any kind to comply with the terms and conditions stated herein, expressly waiving any right each may have to a hearing on the matters described herein.
Continental Five Investment Group, LLC
By
________/s/_______________
Pasquale Joseph Sacchetta
President
________/s/_______________
Pasquale Joseph Sacchetta
(Individually)
Subscribed and sworn to before me
this 9th day of February 2009.
_______________/s/_____________
Notary Public
My Commission Expires: 10/31/2013