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, FPC of Two Stamford Plaza, 281 Tresser Boulevard, 4th Floor, Stamford, Connecticut, has been registered as an investment adviser under the Act since February 10, 2000;

WHEREAS, during the course of an examination of FPC, the Securities and Business Investments Division ("Division") of the Department of Banking ("Department") determined that, from at least January 2008 through December 2010, FPC engaged two investment adviser agents who were not registered as investment adviser agents of FPC under the Act;

WHEREAS, Section 36b-6(c)(3) of the Act provides, in pertinent part, that "[n]o investment adviser shall engage an investment adviser agent unless such investment adviser agent is registered under . . . [the Act]";

WHEREAS, the unregistered investment adviser agents of FPC had been registered in Connecticut with another unaffiliated investment adviser since January 2008;

WHEREAS, in April 2010, FPC filed applications with the Commissioner to register the two individuals as investment adviser agents, but FPC failed to file a written undertaking in compliance with Section 36b-31-6g of the Regulations;

WHEREAS, Section 36b-31-6g(b) of the Regulations provides that "[n]o person shall be concurrently registered as an investment adviser agent of more than one investment adviser unless written consent is obtained from the commissioner";

WHEREAS, Section 36b-31-6g(c) of the Regulations adds that “[t]he commissioner may consent to multiple registration under subsections (a) and (b) of this section if each employer files a written undertaking with the commissioner containing the following information:  (1) A statement by each employer that it consents to the multiple employment of the agent or investment adviser agent and setting forth the effective date of the multiple employment and (2) a statement by each employer that it agrees to assume joint and several liability with all other employers for any act or omission of the agent or investment adviser agent during the employment period";

WHEREAS, FPC subsequently filed with the Commissioner a written undertaking in compliance with Section 36b-31-6g(c) of the Regulations;

WHEREAS, in August 2010, one of the affected investment adviser agents ceased to be an investment adviser agent of FPC;

WHEREAS, the second investment adviser agent became effectively registered as an investment adviser agent of FPC under the Act in 2011;

WHEREAS, the Commissioner believes that, in engaging unregistered investment adviser agents as described herein, FPC engaged in conduct that would support the imposition of administrative sanctions against FPC pursuant to Sections 36b-15, 36b-27(a) and 36b-27(d) of the Act;

WHEREAS, an administrative proceeding initiated under Sections 36b-15 and 36b-27 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 stipulation or agreed settlement, unless precluded by law;

WHEREAS, FPC desires to settle the matters 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, FPC, 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;

WHEREAS, FPC represents to the Division that it has implemented revised supervisory and compliance procedures designed to improve regulatory compliance, which procedures shall, at a minimum, provide for enhanced monitoring of investment adviser agent licensing requirements;

AND WHEREAS, FPC specifically assures the Commissioner that none of the violations alleged in this Stipulation and Agreement shall occur in the future.

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, Christopher Perry, state on behalf of Fleming, Perry & Cox, Inc., 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 Fleming, Perry & Cox, Inc.; and that Fleming, Perry & Cox, Inc, agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein.

State of:  CT

County of:  Fairfield

On this the 27th day of February 2012, before me, Joanna Olszewska, the undersigned officer, personally appeared Christopher Perry, who acknowledged himself to be the Managing Director and Chief Compliance Officer of Fleming, Perry & Cox, Inc., a corporation, and that he, as such Managing Director and Chief Compliance Officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself as Managing Director and Chief Compliance Officer.

In witness whereof I hereunto set my hand.

_____/s/__________________________________
Notary Public/Commissioner of the Superior Court
Date Commission Expires:  April 30, 2014

Administrative Orders and Settlements