I. PRELIMINARY STATEMENT

WHEREAS, the Banking Commissioner (“Commissioner”) is charged with the administration of Chapter 672a of the General Statutes of Connecticut, the Connecticut Uniform Securities Act (“Act”), and Sections 36b-31-2 to 36b-31-33, inclusive, of the Regulations of Connecticut State Agencies (“Regulations”) promulgated under the Act;

WHEREAS, William Frederic Wadsworth, Sr. (“Wadsworth, Sr.”) was previously registered as a broker-dealer agent of Wadsworth Investment Co., Inc. (“WIC”) under the Act from approximately January 1, 1986 to February 7, 2012 when, following an administrative hearing, the Commissioner entered Findings of Fact, Conclusions of Law and an Order (the “Revocation Order”), the terms of which are incorporated by reference herein, revoking such registration as well as Wadsworth, Sr.’s investment adviser agent registration (In the Matter of Wadsworth Investment Co., Inc. et al., Docket No. CFNR-10-7779-S);

WHEREAS, the Revocation Order found that Wadsworth, Sr. wilfully violated Sections 36b-4(a) of the Act, Section 36b-4(b) of the Act and Section 36b-23 of the Act, and engaged in dishonest or unethical practices within the meaning of Section 36b-31-15b of the Regulations;

WHEREAS, on March 22, 2012, WIC amended its Form BD (Uniform Application for Broker-dealer Registration) to no longer list Wadsworth, Sr. as a control person of WIC;

WHEREAS, on April 10, 2012, the Commissioner entered an Order Modifying Remedial Restrictions and Conditions (the “Modifying Order”) with respect to WIC and Wadsworth, Sr. (Docket No. CFNR-10-7779-S).  The Modifying Order, which is incorporated by reference herein, made various changes to the Revocation Order, including 1) permitting Wadsworth, Sr. to continue to hold a minority ownership interest in WIC as long as he was otherwise in compliance with the terms of the Revocation Order; and 2) not precluding Wadsworth, Sr. from reapplying for registration as a broker-dealer agent and/or as an investment adviser agent under the Act, subject to the Commissioner's authority to, inter alia, restrict or condition the registration, impose an interim suspension and/or require heightened supervision;

WHEREAS, WIC, of 879 Church Street, Route 68, Wallingford, Connecticut 06492-2001 has been registered as a broker-dealer under the Act since approximately January 1, 1986;

WHEREAS, Wadsworth, Sr. reapplied for registration as a broker-dealer agent of WIC under the Act on June 18, 2012;

WHEREAS, Section 36b-6(a) of the Act provides, in part, that “[n]o individual shall transact business as an agent in this state unless such individual is (1) registered as an agent of the broker-dealer . . . whom such individual represents in transacting such business”;

WHEREAS, the Commissioner, through the Securities and Business Investments Division (“Division”) of the Department of Banking, conducted an investigation of Wadsworth, Sr. pursuant to Section 36b-8 of the Act;

WHEREAS, as a result of the Investigation, the Division ascertained that a basis exists under Sections 36b-15(a)(2)(B), 36b-15(a)(2)(E) and 36b-15(a)(2)(H) of the Act for denying, suspending or revoking the registration of Wadsworth, Sr. and for restricting or imposing conditions on the securities or investment advisory activities that Wadsworth, Sr. may perform in this state;

WHEREAS, Section 36b-15(a) of the Act provides, in part, that “[t]he commissioner may, by order . . . deny, suspend or revoke any registration or, by order, restrict or impose conditions on the securities or investment advisory activities that an applicant or registrant may perform in this state if the commissioner finds that (1) the order is in the public interest, and (2) the applicant or registrant . . .  (B) has wilfully violated or wilfully failed to comply with any provision of sections 36b-2 to 36b-34, inclusive, or a predecessor statute or any regulation or order under said sections or a predecessor statute . . . (E) is the subject of . . . an order of the commissioner . . . revoking registration as . . . [an] agent . . . or investment adviser agent . . . [or] (H) has engaged in fraudulent, dishonest or unethical practices in the securities . . . business . . . . ”

WHEREAS, Section 36b-31(a) of the Act,  provides, in relevant part, that “[t]he commissioner may from time to time make . . . such . . . orders as are necessary to carry out the provisions of sections 36b-2 to 36b-34, inclusive”;

WHEREAS, Section 36b-31(b) of the Act, provides, in relevant part, that “[n]o . . . order may be made . . . unless the commissioner finds that the action is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of sections 36b-2 to 36b-34, inclusive”;

WHEREAS, an administrative proceeding initiated under Section 36b-15 of the Act would constitute a “contested case” within the meaning of Section 4-166(2) of the General Statutes of Connecticut;

WHEREAS, Section 4-177(c) of the General Statutes of Connecticut and Section 36a-1-55(a) of the Regulations of Connecticut State Agencies provide that a contested case may be resolved by consent order, unless precluded by law;

WHEREAS, WIC agrees to the entry of this Consent Order Conditioning Registration as an Agent (“Consent Order”) solely as a condition to the registration of Wadsworth, Sr. as a broker-dealer agent under the Act, and understands that the entry of this Consent Order in and of itself does not constitute a finding by the Commissioner of a violation of any provision of the Act or any regulation or order under the Act by WIC;

WHEREAS, Wadsworth, Sr. expressly consents to the Commissioner’s jurisdiction under the Act and to the terms of this Consent Order;

AND WHEREAS, the issuance of this Consent Order is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of the Act.

II. CONSENT TO WAIVER OF PROCEDURAL RIGHTS

WHEREAS, Wadsworth, Sr., through his execution of this Consent Order, voluntarily waives the following rights:

III. CONSENT TO ENTRY OF ACTIVITY RESTRICTIONS
AND INTERIM SUSPENSION

WHEREAS, Wadsworth, Sr., through his execution of this Consent Order, consents to the Commissioner’s entry of a Consent Order imposing on him the following restrictions:

IV. CONSENT ORDER

NOW THEREFORE, the Commissioner enters the following:

Conditional Registrations