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   No. ST-10-7825-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, Zephyr Aurora Fund, L.P. of 320 Park Avenue, New York, New York  10022 is an issuer of securities, specifically limited partnership interests;

WHEREAS, effective July 1, 1997 and following passage of the National Securities Markets Improvement Act of 1996 (“NSMIA”), 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] “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, on May 17, 2010, Zephyr Aurora Fund, L.P. advised the Securities and Business Investments Division of the Department of Banking (the “Division”) in writing that Zephyr Aurora Fund, L.P. had sold a limited partnership interest to at least one Connecticut resident on October 1, 2007;

WHEREAS, Zephyr Aurora Fund, L.P. represented to the Division that the Connecticut purchaser qualified as an “accredited investor” within the meaning of Rule 501(a) under the Securities Act of 1933;

WHEREAS, on May 7, 2010, the Division also received from Zephyr Aurora Fund, L.P. a curative filing and fee for the 2007 offering pursuant to Section 36b-21(e) of the Act; 

WHEREAS, the Commissioner acknowledges that Zephyr Aurora Fund, L.P. cooperated with the Division in providing requested information and documents;

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

WHEREAS, Zephyr Aurora Fund, L.P. desires to settle the matters described herein and voluntarily enters into this Stipulation and Agreement;

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

WHEREAS, Zephyr Aurora Fund, L.P., 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;


No later than the date this Stipulation and Agreement is executed by the Commissioner, Zephyr Aurora Fund, L.P. shall remit to the department via check payable to “Treasurer, State of Connecticut” the sum of six hundred fifty dollars ($650.00) as an administrative fine;
Zephyr Aurora Fund, L.P. shall refrain from offering or selling securities in or from Connecticut absent compliance with Section 36b-16 of the Act, including timely compliance with any applicable filing requirements;
(3) Execution of this Stipulation and Agreement by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against Zephyr Aurora Fund, L.P. 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 Zephyr Aurora Fund, L.P. and reflected herein is subsequently determined to be untrue; and
(4) This Stipulation and Agreement shall become binding when executed by Zephyr Aurora Fund, L.P. and the Commissioner.

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

Dated at Hartford, Connecticut       _______/s/_________ 
this 1st day of October 2010. Howard F. Pitkin 
Banking Commissioner 

I, Thomas C. Barry, state on behalf of Zephyr Aurora Fund, L.P., 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 Zephyr Aurora Fund, L.P. and that Zephyr Aurora Fund, L.P. agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein.

Zephyr Aurora Fund, L.P.
By    Zephyr Aurora General Partner, L.P.
  (Its General Partner)
By    ______/s/________________________
Thomas C. Barry
President and Executive Officer of
Zephyr Management, L.P.
(Sole Member of the General Partner
of Zephyr Aurora General Partner, L.P.)

On this 27th day of September 2010, personally appeared Thomas C. Barry, 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 Zephyr Aurora Fund, L.P., and acknowledged the same to be his free act and deed, before me.

Notary Public
My Commission Expires:  December 23, 2010

Administrative Orders and Settlements