DOB: Giordano, Roger Stip

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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, Roger J. Giordano ("Giordano"), principal of RJ Giordano & Associates, maintained an office located at 450 Heritage Road in Southbury, Connecticut;

WHEREAS, the Commissioner, through the Securities and Business Investments Division of the Department of Banking (the "Division"), received information which indicated that Giordano transacted business as an investment adviser while not registered in contravention of Section 36b-6(c) of the Act;

WHEREAS, the Division conducted an investigation pursuant to Sections 36b-8 and 36b-26 of the Act to assess the accuracy of the information provided to the Division;

WHEREAS, the Commissioner acknowledges that Giordano cooperated with the Division in providing requested information and documents in conjunction with such investigation;

WHEREAS, as a result of such investigation, the Commissioner alleges that from approximately September 2004 forward, Giordano transacted business as an investment adviser in contravention of Section 36b-6(c) of the Act;

WHEREAS, Section 36b-6(c) of the Act provides, in part, that:  "(1) 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, Giordano has represented to the Division that he has ceased offering investment advice to clients;

WHEREAS Chapter 54 of the Connecticut General Statutes permits the resolution of a contested case by stipulation or agreed settlement;

WHEREAS Giordano desires to settle the matter described herein and, without either admitting or denying 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 Giordano, through its [sic] execution of this Stipulation and Agreement, voluntarily waives any rights it [sic] may have to seek judicial review or otherwise challenge or contest the terms and conditions of this Stipulation and Agreement;


(1) No later than the date this Stipulation and Agreement is executed by the Commissioner, Giordano shall remit to the department by certified bank check payable to "Treasurer, State of Connecticut" the sum of two thousand five hundred dollars ($2,500), seven hundred fifty dollars ($750) of which shall constitute an administrative fine and one thousand seven hundred fifty dollars ($1,750) of which shall represent past due investment adviser and investment adviser agent registration fees;
(2) Execution of this Stipulation and Agreement by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against Giordano 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; and
(3) This Stipulation and Agreement shall become binding when executed by Giordano and the Commissioner.

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

Howard F. Pitkin
Banking Commissioner

Dated at Hartford, Connecticut
this 23rd day of October 2007.

I, Roger J. Giordano, state that I have read the foregoing Stipulation and Agreement; that I know and fully understand its contents; and that I agree freely and without threat or coercion of any kind to comply with the terms and conditions stated herein.

Roger J. Giordano

On this 16th day of October 2007, personally appeared Roger J. Giordano, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same for the purposes therein contained and acknowledged the same to be his free act and deed, before me.

Notary Public/Commissioner of the Superior Court
My Commission Expires:  Mar. 31, 2009

Administrative Orders and Settlements