WHEREAS, the Banking Commissioner (the “Commissioner”) is responsible for administering 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, Corre Opportunities Fund, LP (the “Fund”) of 1370 Avenue of the Americas, 29th Floor, New York, New York is a pooled investment fund and issuer of securities, specifically Class A limited partnership interests (the “Fund Securities”);

WHEREAS, by letter dated November 21, 2013, legal counsel to the Fund advised the Securities and Business Investments Division (the “Division”) of the Department of Banking that:  1) commencing in September 2009, Fund Securities were sold to seven persons residing in Connecticut; 2) the Connecticut sales were effected in a private offering pursuant to Rule 506 of Regulation D under the Securities Act of 1933; 3) at the time of such sales, no Connecticut filing had been made under Section 36b-21(e) of the Act nor had a related federal filing been made with the Securities and Exchange Commission (the “SEC”); and 4) the Fund subsequently filed Form D with the SEC on October 25, 2013;

WHEREAS, effective July 1, 1997 and following passage of the National Securities Markets Improvement Act of 1996, P.A. 97-220 amended Section 36b-21 of the Act to add a new subsection (e), requiring that persons offering or selling a security that is a covered security under Section 18(b)(4)(D) of the Securities Act of 1933 [i.e. Rule 506 transactions] to “file a notice with the commissioner within fifteen days after the first sale of such a security in this state” and pay an associated fee of $150;

WHEREAS, in a good faith effort to address the filing delinquency, counsel to the Fund included with the Fund’s November 21, 2013 correspondence a curative filing and associated fee pursuant to Section 36b-21(e) of the Act;

WHEREAS, Section 4-177(c) of Chapter 54 of the Connecticut General Statutes permits the resolution of a contested ease by stipulation or agreed settlement;

WHEREAS, the Fund desires to settle the matters described herein and voluntarily enters into this Stipulation and Agreement;

WHEREAS, the Commissioner and the Fund acknowledge that this Stipulation and Agreement is in lieu of any court action or administrative proceeding against the Fund, its partners, officers, employees, agents or representatives adjudicating any issue of fact or law on the specific matters described herein;

WHEREAS, the Fund, 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:

IN WITNESS WHEREOF, the undersigned have executed this Stipulation and Agreement on the dates indicated.

I, Eric Soderlund, state on behalf of Corre Opportunities Fund, LP, 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 Corre Opportunities Fund, LP and that Corre Opportunities Fund, LP agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein.

On this 19th day of December 2013, personally appeared Eric Soderlund, 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 Corre Opportunities Fund, LP and acknowledged the same to be his free act and deed, before me.

_____/s/_________________________
Notary Public
My Commission Expires:  April 14, 2016

Administrative Orders and Settlements