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 Comprehensive Capital Management, Inc. (“CCM”) is an investment adviser having its principal office at 2001 Route 46, Suite 506, Parsippany, New Jersey;

WHEREAS CCM became registered with the Securities and Exchange Commission (the "SEC") under the Investment Advisers Act of 1940 on April 19, 2002;

WHEREAS CCM is subject to exclusive SEC registration since it has over $25 million in assets under management;

WHEREAS the Commissioner, through the Securities and Business Investments Division of the Department of Banking (the "Division"), has conducted an investigation pursuant to Section 36b-26 of the Act into the activities of CCM, its officers, agents, employees and representatives to ascertain whether they, or any of them, have violated or are about to violate any provision of the Act or any regulation or order under the Act, and to aid in the enforcement of the Act;

WHEREAS as a result of such investigation, the Division ascertained that 1) from approximately 2002 to August 3, 2005, CCM transacted business as an investment adviser in Connecticut at a time when no notice filing was made or fee remitted pursuant to Section 36b-6(e) of the Act; 2) CCM engaged an unregistered investment adviser agent at its Woodbury, Connecticut office in contravention of Section 36b-6(c) of the Act from approximately August 4, 2004 until August 19, 2005 when such individual became registered as an investment adviser agent in Connecticut; and 3) notwithstanding its status as an SEC-registered investment adviser, CCM did not file the investment advisory notice required by Section 36b-6(e) of the Act until August 3, 2005 and only after the Division brought the matter to CCM’s attention;

WHEREAS Section 36b-6(c)(1) of the Act provides that:  “No person shall transact business in this state as an investment adviser unless registered as such by the commissioner as provided in sections 36b-2 to 36b-33, inclusive, or exempted pursuant to subsection (e) of this section";

WHEREAS Section 36b-6(e) of the Act provides, in part, that: "The following investment advisers are exempted from the registration requirements under subsection (c) of this section: Any investment adviser that (1) is registered or required to be registered under Section 203 of the Investment Advisers Act of 1940 ... Any investment adviser claiming an exemption pursuant to subdivision (1) ... of this subsection that is not otherwise excluded under subsection (10) of section 36b-3, shall first file with the commissioner a notice of exemption together with a consent to service of process as required by subsection (g) of section 36b-33. The notice of exemption shall contain such information as the commissioner may require and shall be accompanied by a nonrefundable fee of two hundred fifty dollars. Such notice of exemption shall be valid until December thirty-first of the calendar year in which it was first filed and may be renewed annually thereafter upon submission of such information as the commissioner may require together with a nonrefundable fee of one hundred fifty dollars.  If any investment adviser that is exempted from registration pursuant to subdivision (1) ... of this subsection fails or refuses to pay any fee required by this subsection, the commissioner may require such investment adviser to register pursuant to subsection (c) of this section. For purposes of this subsection, a delay in the payment of a fee or an underpayment of a fee which is promptly remedied shall not constitute a failure or refusal to pay such fee”;

WHEREAS Section 36b-6(c)(3) of the Act provides, in part, that: "No investment adviser shall engage an investment adviser agent unless such investment adviser agent is registered under ... [the Act]";

WHEREAS following the initiation of the investigation by the Division, the investment adviser agent in question became registered under the Act on August 19, 2005;

WHEREAS Chapter 54 of the Connecticut General Statutes permits the resolution of a contested case by stipulation or agreed settlement;

WHEREAS CCM desires to settle the matter described herein and 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 CCM, 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:

Administrative Orders and Settlements