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IN THE MATTER OF:
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STIPULATION No. ST-07-7452-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, Snow Fund One, LLC of 423 Jobs Lane, Water Mill, New York is an issuer of securities, specifically Class A limited liability company interests (the "LLC Interests");
WHEREAS, the managing member of Snow Fund One, LLC is Snow Asset Management, LLC a/k/a Michael Snow d/b/a Snow Financial Management (CRD number 131068), an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940;
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] to "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 July 23, 2007, legal counsel to Snow Fund One, LLC advised the Securities and Business Investments Division of the Department of Banking (the “Division”) that Snow Fund One, LLC had sold LLC Interests to a Connecticut resident on February 14, 2006;
WHEREAS, on July 23, 2007, the Division received a curative filing and fee from Snow Fund One, LLC pursuant to Section 36b-21(e) of the Act;
WHEREAS, the Commissioner acknowledges that Snow Fund One, LLC 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, Snow Fund One, LLC desires to settle the matters 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 against Snow Fund One, LLC, its members, employees, agents or representatives adjudicating any issue of fact or law on the specific matters described herein;
WHEREAS, Snow Fund One, LLC, 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;
WHEREAS, Snow Fund One, LLC fully understands that this Stipulation and Agreement will in no way preclude additional proceedings by the Commissioner against Snow Fund One, LLC for acts or omissions not specifically addressed in this Stipulation and Agreement or for acts and/or omissions that do not arise from the facts or transactions herein addressed;
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, Snow Fund One, LLC shall remit to the department via check payable to "Treasurer, State of Connecticut" the sum of seven hundred fifty dollars ($750) as an administrative fine; |
| (2) |
Snow Fund One, LLC 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 Snow Fund One, LLC 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 Snow Fund One, LLC and reflected herein is subsequently determined to be untrue; and |
| (4) | This Stipulation and Agreement shall become binding when executed by Snow Fund One, LLC and the Commissioner. |
IN WITNESS WHEREOF
________/s/_________
Howard F. Pitkin
Banking Commissioner
this 18th day of December 2007.
I, Michael Snow, state on behalf of Snow Fund One, 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 Snow Fund One, LLC and that Snow Fund One, LLC agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein.
Snow Fund One, LLC
By
_________/s/_______________
Michael Snow
Chief Executive Officer of
Snow Asset Management, LLC
Its Managing Member
On this 9th day of December 2007, personally appeared Michael Snow, 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 Snow Fund One, LLC, a limited liability company, and acknowledged the same to be his free act and deed, before me.
___________/s/__________________
Notary Public
My Commission Expires: 4/22/2010
Administrative Orders and Settlements