DOB: HGI Opportunity Fund I Stipulation

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IN THE MATTER OF:


HGI OPPORTUNITY FUND I, LLC



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STIPULATION
AND AGREEMENT

No. ST-07-7418-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, HGI Opportunity Fund I, LLC of 999 Waterside Drive, Suite 2300, Norfolk, Virginia is an issuer of securities, specifically limited liability company interests (the "LLC Interests"), and is engaged in the business of investing in commercial real estate;

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 May 25, 2007, HGI Opportunity Fund I, LLC advised the Securities and Business Investments Division of the Department of Banking (the “Division”) that HGI Opportunity Fund I, LLC had sold LLC Interests to a Connecticut resident on March 13, 2006;

WHEREAS, on May 25, 2007, the Division received a curative filing and fee from HGI Opportunity Fund I, LLC pursuant to Section 36b-21(e) of the Act;

WHEREAS, the Commissioner acknowledges that HGI Opportunity Fund I, 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, HGI Opportunity Fund I, LLC desires to settle the matters described herein and voluntarily enters into this Stipulation and Agreement;

WHEREAS, the Commissioner and HGI Opportunity Fund I, LLC acknowledge that this Stipulation and Agreement is in lieu of any court action or administrative proceeding against HGI Opportunity Fund I, LLC, its members, employees, agents or representatives adjudicating any issue of fact or law on the specific matters described herein;

WHEREAS, HGI Opportunity Fund I, 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, HGI Opportunity Fund I, LLC fully understands that this Stipulation and Agreement will in no way preclude additional proceedings by the Commissioner against HGI Opportunity Fund I, 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, HGI Opportunity Fund I, 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)
HGI Opportunity Fund I, 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 HGI Opportunity Fund I, 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 HGI Opportunity Fund I, LLC and reflected herein is subsequently determined to be untrue; and
(4) This Stipulation and Agreement shall become binding when executed by HGI Opportunity Fund I, LLC and the Commissioner.


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

 

               ________/s/_________
     Howard F. Pitkin
            Banking Commissioner

Dated at Hartford, Connecticut                 
this 18th day of December 2007.                         
 

I, T. Richard Litton, Jr., state on behalf of HGI Opportunity Fund I, 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 HGI Opportunity Fund I, LLC and that HGI Opportunity Fund I, LLC agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein. 
                                                                 

      HGI Opportunity Fund I, LLC

By   HGI Fund I Managing Co., LLC 
      Manager of HGI Opportunity Fund I, LLC 
       
By   Harbor Group International, L.L.C. 
      Sole Member of HGI Fund I Managing Co., LLC 
       
By
      _________/s/_______________ 
      T. Richard Litton, Jr. 
      President of Harbor Group International, LLC
                                                               

On this 10th day of December 2007, personally appeared T. Richard Litton, Jr., 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 HGI Opportunity Fund I, LLC, a limited liability company, and acknowledged the same to be his free act and deed, before me.


___________/s/__________________
Notary Public
My Commission Expires:  March 31, 2009




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