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CONSENT ORDER NO. CO-16-8196-S |
I. PRELIMINARY STATEMENT
II. CONSENT TO WAIVER OF PROCEDURAL RIGHTS
WHEREAS, Respondents, through their execution of this Consent Order, voluntarily waive the following rights:
1. | To be afforded notice and an opportunity for a hearing within the meaning of Section 36b-27 of the Act and Section 4-177(a) of the General Statutes of Connecticut; |
2. | To present evidence and argument and to otherwise avail themselves of Section 36b-27 of the Act and Section 4-177c(a) of the General Statutes of Connecticut; |
3. | To present their position in a hearing in which each is represented by counsel; |
4. | To have a written record of the hearing made and a written decision issued by a hearing officer; and |
5. | To seek judicial review of, or otherwise challenge or contest the matters described herein, including the validity of this Consent Order. |
III. ACKNOWLEDGEMENT OF THE COMMISSIONER'S ALLEGATIONS
WHEREAS, Respondents, through their execution of this Consent Order, acknowledge the following allegations of the Commissioner, without admitting or denying them:
1. | Rockingham violated Section 36b-6(c)(1) of the Act by transacting business as an unregistered investment adviser and Section 36b-6(c)(3) of the Act by engaging an unregistered investment adviser agent; and |
2. | Frew violated Section 36b-6(c)(2) of the Act by transacting business as an unregistered investment adviser agent; |
WHEREAS, the Commissioner would have the authority to enter findings of fact and conclusions of law after granting Respondents an opportunity for a hearing;
AND WHEREAS, Respondents acknowledge the possible consequences of an administrative hearing and voluntarily agree to consent to the entry of the sanctions described below.
IV. CONSENT TO ENTRY OF SANCTIONS
WHEREAS, Respondents, through their execution of this Consent Order, consent to the Commissioner’s entry of an order imposing on them the following sanctions:
1. | Rockingham, its representatives, agents, employees, affiliates, assigns, subsidiaries, and successors in interest shall cease and desist from engaging in conduct constituting or which would constitute a violation of the Act or any regulation, rule or order adopted or issued under the Act, either directly or through any person, organization or other device, including without limitation: (a) transacting business as an unregistered investment adviser, and (b) engaging an unregistered investment adviser agent; |
2. | Frew shall cease and desist from directly or indirectly violating the provisions of the Act and the Regulations, including, without limitation, transacting business as an unregistered investment adviser agent; and |
3. | No later than the date this Consent Order is entered by the Commissioner, Respondents shall remit to the Department, by cashier’s check, certified check or money order made payable to “Treasurer, State of Connecticut”, the sum of five thousand one hundred sixty dollars, four thousand dollars of which shall constitute an administrative fine and one thousand one hundred sixty dollars of which shall constitute reimbursement for past due registration fees for Rockingham and Frew. Rockingham and Frew shall be jointly and severally liable for the remittance of the administrative fine and past due registration fees. |
V. CONSENT ORDER
NOW THEREFORE,
the Commissioner enters the following:1. | The Sanctions set forth above be and are hereby entered; |
2. | Entry of this Consent Order by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against Respondents and/or their affiliates and successors in interest based upon a violation of this Consent Order or the matters underlying its entry if the Commissioner determines that compliance with the terms herein is not being observed; |
3. | Nothing in this Consent Order shall be construed as limiting the Commissioner’s ability to take enforcement action against either Respondent and/or its affiliates and successors in interest based upon evidence of which the Division was unaware on the date hereof relating to a violation of the Act or any regulation or order under the Act; |
4. | Respondents shall not take any action or make or permit to be made any public statement, including in regulatory filings or otherwise, denying, directly or indirectly, any allegation referenced in this Consent Order or create the impression that this Consent Order is without factual basis. However, nothing in this Consent Order affects Respondents’ testimonial obligations or right to take any legal or factual position in litigation, arbitration, or other legal proceedings in which the Commissioner is not a party; |
5. | Respondents shall not take any position in any proceeding brought by or on behalf of the Commissioner, or to which the Commissioner is a party, that is inconsistent with any part of this Consent Order; and |
6. | This Consent Order shall become final when entered. |
So ordered at Hartford, Connecticut, | ____/s/_____________ | |
this 16th day of May 2016. | Jorge L. Perez | |
Banking Commissioner |
CONSENT TO ENTRY OF ORDER
I, Scott Little Frew, state on behalf of Rockingham Capital Advisors LLC (“Rockingham”), that I have read the foregoing Consent Order; that I know and fully understand its contents; that I am authorized to execute this Consent Order on behalf of Rockingham; that Rockingham agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and that Rockingham consents to the entry of this Consent Order.
Rockingham Capital Advisors LLC | |
By: | ______/s/___________________ |
Scott Little Frew | |
Managing Member |
State of: CT
On this the 12 day of May 2016, before me, the undersigned officer, personally appeared Scott Little Frew, who acknowledged himself to be the Managing Member of Rockingham Capital Advisors LLC, a limited liability company, and that he, as such Managing Member, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the limited liability company by himself as Managing Member.
_____/s/_______________________ |
Notary Public |
Date Commission Expires: 11/30/18 |
CONSENT TO ENTRY OF ORDER
I, Scott Little Frew, state that I have read the foregoing Consent Order; that I know and fully understand its contents; that I agree freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and that I consent to the entry of this Consent Order.
______/s/_________ |
Scott Little Frew |
State of: CT
On this the 12 day of May 2016, before me, the undersigned officer, personally appeared Scott Little Frew, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same for the purposes therein contained.
____/s/________________________ |
Notary Public |
Date Commission Expires: 11/30/18 |