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IN THE MATTER OF: ALEXANDER CAPITAL, L.P. * * * * * * * * * * * * * * * * * * |
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STIPULATION AND No. ST-10-7770-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 (the “Regulations”) promulgated under the Act;
WHEREAS, Alexander Capital, L.P. (“Alexander Capital”) of 445 Broadhollow Road, Suite 42, Melville, New York 1) was registered as a broker-dealer under the Act from May 12, 2003 until December 31, 2008; and 2) has an investment adviser registration pending in New York but is not registered in that capacity under the Act;
WHEREAS, the Central Registration Depository (“CRD”) system is an automated online database administered by the Financial Industry Regulatory Authority (“FINRA”) and used by federal and state securities regulators to register securities industry personnel. Under 36b-31-6c of the Regulations, for purposes of sections 36b-6, 36b-7, 36b-12, 36b-13 and 36b-32 of the Act, the CRD system is authorized to accept filed documents and collect fees on behalf of the Commissioner;
WHEREAS, due to a failure to effect a renewal of its Connecticut broker-dealer registration within the processing time frame built into the automated CRD system, Alexander Capital’s Connecticut broker-dealer registration terminated on December 31, 2008;
WHEREAS, on February 26, 2009, Alexander Capital filed with the Securities and Business Investments Division of the Department of Banking (the “Division”) a new application for registration as a broker-dealer pursuant to Sections 36b-7 and 36b-32 of the Act;
WHEREAS, the Commissioner, through the Division, conducted a follow-up investigation of such application pursuant to Section 36b-8 of the Act;
WHEREAS, as a result of such investigation, the Commissioner obtained evidence that, subsequent to the termination of its prior Connecticut broker-dealer registration on December 31, 2008 and in contravention of Section 36b-6(a) of the Act, Alexander Capital effected securities transactions for one or more Connecticut customers at a time when the firm was not registered as a broker-dealer under the Act;
WHEREAS, the Commissioner believes that the foregoing allegations, if proven, would constitute a basis under Section 36b-15(a)(2)(B) of the Act for denying Alexander Capital’s registration or restricting or imposing conditions on the securities or investment advisory activities that Alexander Capital may perform in this state;
WHEREAS, Section 4-177(c) of Chapter 54 of the Connecticut General Statutes permits the resolution of a contested case by stipulation or agreed settlement;
WHEREAS, Alexander Capital desires to settle the matters described herein and, without admitting or denying the allegations herein, voluntarily enters into this Stipulation and Agreement, acknowledging that this Stipulation and Agreement is in lieu of any court action or administrative proceeding adjudicating any issue of fact or law on the matters described herein;
WHEREAS, Alexander Capital, through its execution of this Stipulation and Agreement, voluntarily waives any rights it may have to seek judicial review or otherwise challenge or contest the terms and conditions of this Stipulation and Agreement;
NOW THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS:
| 1. |
Alexander Capital, its partners, officers, directors, employees and representatives shall refrain from engaging in conduct constituting or which would constitute a violation of the Act or any regulation or order under the Act, including, without limitation, transacting business as a broker-dealer absent registration and employing unregistered agents in or from this state; |
| 2. |
Alexander Capital shall implement revised supervisory and compliance procedures designed to improve regulatory compliance which procedures shall, at a minimum, provide for enhanced monitoring of state broker-dealer and agent licensing requirements, including renewals and related regulatory timetables; |
| 3. | No later than thirty days following the Commissioner’s execution of this Stipulation and Agreement, Alexander Capital shall furnish written proof to the Division Director that it has refunded to its Connecticut customers the net commission amount retained by the firm and earned during the period of the firm’s alleged unregistered activity. Net commissions retained by Alexander Capital and payable to the affected Connecticut customers shall be credited to the respective customer’s account at Alexander Capital unless such customer has closed such account in which case a check shall be mailed by Alexander Capital to such customer via certified mail, return receipt requested. There shall be no restrictions on any customer’s access to funds credited to such customer’s account pursuant to this paragraph; |
| 4. | No later than the date this Stipulation and Agreement is executed by the Commissioner, Alexander Capital shall remit to the department by certified bank check payable to “Treasurer, State of Connecticut” the sum one thousand five hundred dollars ($1,500), one thousand dollars ($1,000) of which shall constitute an administrative fine and five hundred dollars ($500) of which shall be applied to defray the Division’s investigative costs; |
| 5. | Execution of this Stipulation and Agreement by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against Alexander Capital based upon a violation of this Stipulation and Agreement or the basis for its entry if the Commissioner determines that compliance is not being observed with the terms hereof or if any written representation made by Alexander Capital and reflected herein is subsequently discovered to be untrue; |
| 6. | Contemporaneously with the execution of this Stipulation and Agreement by the Commissioner, the name “Alexander Capital, L.P.” shall be entered on the register of broker-dealers in accordance with Section 36b-8 of the Act; and |
| 7. | This Stipulation and Agreement shall become binding when executed by both parties hereto. |
IN WITNESS WHEREOF, the undersigned have executed this Stipulation and Agreement on the dates indicated.
| Dated at Hartford, Connecticut | _______/s/_________ | |
| this 10th day of March 2010. | Howard F. Pitkin | |
| Banking Commissioner |
I, Allen Boxer, state on behalf of Alexander Capital, L.P. that I have read the foregoing Stipulation and Agreement; that I know and fully understand its contents; that I am authorized to execute this Stipulation and Agreement on behalf of Alexander Capital, L.P. and that Alexander Capital, L.P. agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein.
Alexander Capital, L.P.
By
________/s/_______________
Allen Boxer
Chief Executive Officer
On this 8 day of February 2010, personally appeared Allen Boxer, signer of the foregoing Stipulation and Agreement, who, being duly sworn, did acknowledge to me that he was authorized to execute the same on behalf of Alexander Capital, L.P., a limited partnership, and acknowledged the same to be his free act and deed, before me.
_____/s/_____________________
Notary Public
My Commission Expires: 4/7/2012