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ICG FINANCIAL, LLC * * * * * * * * * * * * * * * * * * * |
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CONSENT ORDER No. CO-07-7230-S |
PRELIMINARY STATEMENT
WHEREAS, the Banking 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, ICG Financial, LLC (“ICG”), formerly known as ICG Investment Consulting Group, LLC, is a Delaware limited liability company maintaining offices in California, including an office at 6729 North Palm Avenue, Fresno, California;
WHEREAS, the Commissioner, through the Securities and Business Investments Division (the “Division”) of the Department of Banking, has conducted an investigation pursuant to Section 36b-26 of the Act into the activities of ICG, its managing members, principals, employees and representatives to determine whether they, or any of them, have violated, are violating or are about to violate any provision of the Act or any regulation or order under the Act;
WHEREAS, the Commissioner, as a result of such investigation, alleges that from at least January 1, 2005 to September 30, 2005, ICG transacted business as an investment adviser while unregistered in violation of Section 36b-6(c)(1) of the Act
WHEREAS, the Commissioner further alleges that ICG’s investment advisory activities included representing on ICG’s website that investment management services were available through ICG’s office at 450 Post Road East, 2nd Floor, Westport, Connecticut (the “Westport Location”).
WHEREAS, ICG has represented to the Division that its operations from the Westport Location ceased on or about June 30, 2005;
WHEREAS, ICG, through its execution of this Consent Order, specifically assures the Commissioner that none of the violations alleged herein shall occur in the future;
WHEREAS, Section 36b-6(c)(1) of the Act provides, in part, that: “No person shall transact business in this state as an investment adviser unless registered as such by the commissioner as provided in sections 36b-2 to 36b-33, inclusive, or exempted pursuant to subsection (e) of this section”;
WHEREAS, Section 36b-31(a) of the Act provides, in part, that: “The Commissioner may from time to time make, amend and rescind such ... orders as are necessary to carry out the provisions of Sections 36b-2 to 36b-33, inclusive [of the Connecticut Uniform Securities Act]”;
WHEREAS, Section 4-177(c) of Chapter 54 of the Connecticut General Statutes provides that"[u]nless precluded by law, a contested case may be resolved by stipulation, agreed settlement, or consent order or by the default of a party";
WHEREAS, the Commissioner finds that the entry of this Consent Order is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of the Act;
CONSENT TO WAIVER OF PROCEDURAL RIGHTS
WHEREAS, ICG, through its execution of this Consent Order, voluntarily waives the following rights:
| 1. | To be afforded written notice and an opportunity for a hearing within the meaning of Sections 36b-27, 4-177(a) and 4-177(b) of the Connecticut General Statutes; |
| 2. | To present evidence and argument and to otherwise avail itself of Section 4-177c(a) of the Connecticut General Statutes; |
| 3. | To present its position in a hearing in which it 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; |
CONSENT TO ENTRY OF FINDINGS
WHEREAS, ICG, through its execution of this Consent Order, accepts and consents to the entry of the following Findings by the Commissioner:
| 1. | That the entry of this Consent Order is appropriate, in the public interest and consistent with the purposes fairly intended by the policy and provisions of the Act; |
| 2. | That from at least January 1, 2005 to September 30, 2005, ICG transacted business as an investment adviser while unregistered in violation of Section 36b-6(c)(1) of the Act; |
CONSENT TO ENTRY OF SANCTIONS
WHEREAS, ICG, through its execution of this Consent Order, consents to the Commissioner issuing an order imposing on it the following sanctions:
| 1. | ICG, its representatives, agents, employees, affiliates, assigns, successors in interest, and those persons in active concert or participation with them shall cease and desist from engaging in conduct constituting or which would constitute a violation of the Act or any regulation or order under the Act, either directly or through any organizational or other device, such conduct including, without limitation, transacting business as an investment adviser in violation of Section 36b-6(c)(1) of the Act; and |
| 2. | No later than the date this Consent Order is entered by the Commissioner, ICG shall remit to the department, via certified bank check, payable to "Treasurer, State of Connecticut", the sum of seven thousand, five hundred dollars ($7,500), five thousand dollars ($5,000) of which shall constitute an administrative fine, and two thousand five hundred dollars ($2,500) of which shall defray Division investigative costs; |
ORDER
THE COMMISSIONER HEREBY ORDERS THAT:
| 1. | The Findings and 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 ICG, its members, employees or representatives based upon a violation of this Consent Order or the matters underlying its entry if the Commissioner determines that compliance is not being observed with the terms hereof or if any representation made by ICG and reflected herein is subsequently discovered to be untrue; and |
| 3. | This Consent Order shall become final when issued. |
________/s/_________
Howard F. Pitkin
Banking Commissioner
So ordered at Hartford, Connecticut
this 17th day of July 2007.
I, David Michael Ferdinandi, state on behalf of ICG Financial, LLC, 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 ICG Financial, LLC; that ICG Financial, LLC agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and that ICG Financial, LLC voluntarily consents to the entry of this Consent Order expressly waiving any rights it may have to a hearing on the matters described herein.
ICG Financial, LLC
By _________/s/_________________
David Michael Ferdinandi
Managing Member
On this 13th day of July 2007, personally appeared David Michael Ferdinandi, signer of the foregoing Consent Order, who, being duly sworn, did acknowledge to me that he was authorized to execute the same on behalf of ICG Financial, LLC, a limited liability company, and acknowledged the same to be his free act and deed, before me.
____________/s/_____________
Notary Public
My Commission Expires: Nov. 17, 2010