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IN THE MATTER OF:
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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, Axiom International Investors LLC (“Axiom International”) of 55 Railroad Avenue, Third Floor, Greenwich, Connecticut is an investment adviser regulated by the Securities and Exchange Commission (the "SEC") under the federal Investment Advisers Act of 1940;
WHEREAS, Axiom International’s business focuses on portfolio management for investment companies and institutional clients;
WHEREAS, Axiom International has been registered as an investment adviser with the SEC since July 1, 1999;
WHEREAS, effective October 1, 1997 and following passage of the National Securities Markets Improvement Act of 1996 ("NSMIA"), P.A. 97-220 amended Section 36b-6 of the Act to require that investment advisers registered or required to be registered with the SEC file a notice of exemption with, and remit a statutorily prescribed fee to, the Commissioner;
WHEREAS, while reviewing the broker-dealer application of an entity not affiliated with Axiom International, it came to the attention of the staff of the Securities and Business Investments Division of the Department of Banking (the “Division”) that Axiom International had been delinquent in filing the investment advisory notice required by Section 36b-6(e) of the Act;
WHEREAS, the Commissioner, acting pursuant to Section 36b-26 of the Act and through the Division, conducted a follow-up investigation to evaluate the scope of the delinquency and to determine whether Axiom International, its members, agents, representatives and employees had violated or are about to violate any provision of the Act or any regulation or order under the Act;
WHEREAS, in responding to the Division, Axiom International represented in writing that it moved to Connecticut from New York in January 2003 and did not have any Connecticut clients prior to that date;
WHEREAS, as a result of such investigation, the Commissioner alleges that from approximately January 2003 forward, Axiom International transacted business as an investment adviser in Connecticut without making the requisite notice filing under Section 36b-6(e) of the Act;
WHEREAS, the Commissioner acknowledges that Axiom International filed the notice and paid the fee required by Section 36b-6(e) of the Act on November 7, 2007, and recognizes that there was no refusal to pay within the meaning of Section 36b-6(e) of the Act;
WHEREAS, Chapter 54 of the Connecticut General Statutes permits the resolution of a contested case by stipulation or agreed settlement;
WHEREAS, Axiom International desires to settle the matters described herein and, without either admitting or denying the truth of the Commissioner’s allegations set forth hereinabove, 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, Axiom International, 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, Axiom International shall remit to the department by check payable to "Treasurer, State of Connecticut" the sum of two thousand one hundred dollars ($2,100), one thousand five hundred dollars ($1,500) of which shall constitute an administrative fine and six hundred dollars ($600) of which shall represent past due investment adviser notice filing fees;|
Axiom International shall comply with the investment advisory notice filing and renewal requirements described in Section 36b-6(e) of the Act;
|(3)||Execution of this Stipulation and Agreement by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against Axiom International 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 or on behalf of Axiom International and reflected herein is subsequently determined to be untrue; and|
|(4)||This Stipulation and Agreement shall become binding when executed by Axiom International and the Commissioner.|
, the undersigned have executed this Stipulation and Agreement on the dates indicated.
IN WITNESS WHEREOF
Howard F. Pitkin
this 19th day of February 2008.
I, Bartholomew Tesoriero, state on behalf of Axiom International Investors LLC, 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 Axiom International Investors LLC and that Axiom International Investors LLC agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein.
Axiom International Investors, LLC
Chief Operating Officer
On this 11 day of February 2008, personally appeared Bartholomew Tesoriero, 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 Axiom International Investors LLC, a limited liability company, and acknowledged the same to be [his] free act and deed, before me.
Notary Public/Commissioner of the Superior Court
My Commission Expires: May 31, 2010