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IN THE MATTER OF:
ASSET & FINANCIAL PLANNING LTD.
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File No. ST-06-7289-S
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 Asset & Financial Planning Ltd. (“AFP”) of 11 Raymond Avenue, Poughkeepsie, New York is an investment adviser that became registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940 on March 6, 1984, and filed a notice with the Commissioner pursuant to Section 36b-6(e) of the Act on August 27, 1997;
WHEREAS AFP is under common control with Prime Capital Services, Inc. (“PCS”) (CRD number 18334), a broker-dealer registered under the Act and having a branch office located at 70 New Canaan Avenue, Norwalk, Connecticut;
WHEREAS during the course of an examination of PCS, the Securities and Business Investments Division of the Department of Banking obtained evidence that, from January 1, 2001 through December 31, 2005, AFP had engaged two investment adviser agents who were not registered under the Act;
WHEREAS Section 36b-6(c) 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 Section 36b-3(11) defines the term “investment adviser agent” as follows:
(A) ‘Investment adviser agent’ includes (i) any individual, including an officer, partner or director of an investment adviser, or an individual occupying a similar status or performing similar functions, employed, appointed or authorized by or associated with an investment adviser to solicit business from any person for such investment adviser, within or from this state, and who receives compensation or other remuneration, directly or indirectly, for such solicitation; or (ii) any partner, officer, or director of an investment adviser, or an individual occupying a similar status or performing similar functions, or other individual employed, appointed, or authorized by or associated with an investment adviser, who makes any recommendation or otherwise renders advice regarding securities to clients and who receives compensation or other remuneration, directly or indirectly, for such advisory services.
(B) ‘Investment adviser agent’ does not include an individual employed, appointed or authorized by, associated with or acting on behalf of an investment adviser exempt from registration under subdivision (1) or (2) of subsection (e) of section 36b-6, who is a ‘supervised person’, as defined in Section 202(a)(25) of the Investment Advisers Act of 1940, unless such supervised person is an ‘investment adviser representative’, as defined in Securities and Exchange Commission Rule 203A-3, 17 CFR 275.203A-3.
WHEREAS the Commissioner acknowledges that AFP and PCS cooperated with the Division in providing requested information and documents;
WHEREAS the investment adviser agents involved are no longer receiving any investment advisory fees for investment advisory accounts and are both scheduled to take the Series 65 examination by June 7, 2006;
WHEREAS Chapter 54 of the Connecticut General Statutes permits the resolution of a contested case by stipulation or agreed settlement;
WHEREAS AFP 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 AFP, 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.||No later than the date this Stipulation and Agreement is executed by the Commissioner, AFP shall pay to the department by check made payable to “Treasurer, State of Connecticut” the sum of one thousand eight hundred fifty dollars ($1,850), one thousand five hundred dollars ($1,500) of which shall constitute an administrative fine and three hundred fifty dollars ($350) of which shall constitute reimbursement for past due investment adviser agent registration fees;|
|AFP shall comply with all statutory requirements governing the registration of affected personnel as investment adviser agents, and shall review, revise and implement such supervisory and compliance procedures as are necessary to ensure such compliance;|
|3.||Execution of this Stipulation and Agreement by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against AFP 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 representation made by AFP and reflected herein is subsequently determined to be untrue; and|
|4.||This Stipulation and Agreement shall become binding when executed by all parties hereto.|
IN WITNESS WHEREOF, the undersigned have executed this Stipulation and Agreement on the dates indicated.
John P. Burke
this 14th day of July 2006.
I, Rose Rudden, state and on behalf of Asset & Financial Planning, Ltd., 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 Asset & Financial Planning, Ltd., and that Asset & Financial Planning, Ltd. agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein.
Asset & Financial Planning, Ltd.
Chief Compliance Officer
On this 10th day of July 2006, personally appeared Rose Rudden, signer of the foregoing Stipulation and Agreement, who, being duly sworn, did acknowledge to me that she was authorized to execute the same on behalf of Asset & Financial Planning, Ltd., a corporation, and acknowledged the same to be her free act and deed, before me.
My Commission Expires: September 20, 2009