DOB: Spoor Stipulation

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IN THE MATTER OF:

T. RICHARD SPOOR

(CRD No. 146486)

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STIPULATION AND
AGREEMENT

No. ST-08-7476-S

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, T. Richard Spoor (“Spoor”) is a sole proprietorship located at 184 Main Street in Lakeville, Connecticut;

WHEREAS, the Commissioner, through the Securities and Business Investments Division of the Department of Banking (the “Division”), has conducted an investigation pursuant to Section 36b-26 of the Act into the activities of Spoor to ascertain whether he had violated or was about to violate any provision of the Act or any regulation or order under the Act, and to aid in the enforcement of the Act;

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

WHEREAS, as a result of such investigation, the Division ascertained that 1) prior to 1997, Spoor was a principal of Spoor Behrins Campbell & Young Securities Corp. (“SBCY”) (IARD number 107400), a Clifton, New Jersey investment adviser registered with the Securities and Exchange Commission (the “SEC”) since October 6, 1995; 2) on or about January 1, 1997, Spoor retired from that firm and relocated to Lakeville, Connecticut; 3) from 1997 forward, Spoor transacted business as an investment adviser, providing financial planning services, characterized by discretionary trading authority, to clients located in Connecticut and in other states; and 4) at the time such services were rendered, Spoor was not registered as an investment adviser with the SEC under the Investment Advisers Act of 1940 nor was Spoor registered as an investment adviser under Section 36b-6(c) of the Act;

WHEREAS, Spoor has represented to the Division that, since his retirement from SBCY, his business has focused on general estate, gift and tax planning as well as financial record-keeping;

WHEREAS, as a result of such investigation, the Commissioner alleges that commencing in 1997, Spoor transacted business as an investment adviser absent registration in contravention of Section 36b-6(c) of the Act and at a time when no exemptive notice had been filed pursuant to Section 36b-6(e) of the Act;

WHEREAS, Section 36b-6(c)(1) of the Act provides 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-6(e) of the Act provides, in part, that: "The following investment advisers are exempted from the registration requirements under subsection (c) of this section: Any investment adviser that (1) is registered or required to be registered under Section 203 of the Investment Advisers Act of 1940 ... Any investment adviser claiming an exemption pursuant to subdivision (1) ... of this subsection that is not otherwise excluded under subsection (10) of section 36b-3, shall first file with the commissioner a notice of exemption together with a consent to service of process as required by subsection (g) of section 36b-33. The notice of exemption shall contain such information as the commissioner may require and shall be accompanied by a nonrefundable fee of two hundred fifty dollars. Such notice of exemption shall be valid until December thirty-first of the calendar year in which it was first filed and may be renewed annually thereafter upon submission of such information as the commissioner may require together with a nonrefundable fee of one hundred fifty dollars.  If any investment adviser that is exempted from registration pursuant to subdivision (1) ... of this subsection fails or refuses to pay any fee required by this subsection, the commissioner may require such investment adviser to register pursuant to subsection (c) of this section. For purposes of this subsection, a delay in the payment of a fee or an underpayment of a fee which is promptly remedied shall not constitute a failure or refusal to pay such fee”;

WHEREAS, Spoor represents and maintains, through his execution of this Stipulation and Agreement, that, at all times pertinent hereto 1) his client “assets under management”, as defined in Section 203A(a)(2) of the Investment Advisers Act of 1940, exceeded $25 million; and 2) he believed that the financial planning services he provided did not require registration at the state or federal levels;

WHEREAS, on or about March 7, 2008, Spoor filed an application for investment adviser registration with the SEC and an exemptive notice with the Commissioner under Section 36b-6(e)(1) of the Act;

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

WHEREAS, Spoor desires to settle the matter described herein and, without either admitting or denying the Commissioner’s allegations set forth herein, voluntarily enters into this Stipulation and Agreement, acknowledging that the 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, Spoor, through his execution of this Stipulation and Agreement, voluntarily waives any rights he may have to seek judicial review or otherwise challenge or contest the terms and conditions of this Stipulation and Agreement;

NOW THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS:

(1) No later than the date of this Stipulation and Agreement is executed by the Commissioner, Spoor shall remit to the department by certified bank check payable to “Treasurer, State of Connecticut” the sum of six thousand nine hundred dollars ($6,900), five thousand dollars ($5,000) of which shall constitute an administrative fine and one thousand nine hundred dollars ($1,900) of which shall represent past due investment advisory filing fees;
(2)
Spoor shall review, revise and implement such supervisory and compliance procedures as are necessary to ensure compliance with state investment advisory registration and notice filing requirements, including renewal requirements;
(3) No later that the date of this Stipulation and Agreement is executed by the Commissioner, Spoor shall designate and retain an independent consultant sufficiently experienced in securities regulatory and compliance issues and not unacceptable to the Division Director to conduct a review of his internal procedures for compliance with the Act and its regulations and issue a written report thereon.  The independent consultant shall initiate his or her review within three (3) months following the Commissioner’s execution of this Stipulation and Agreement or by September 1, 2008, whichever occurs first, and shall complete such review and issue a report thereon no later than sixty (60) days after the review has been initiated.  No later than forty-five days after the report is issued, Spoor shall provide the Division Director with a complete copy of the consultant’s report, including a summary of those recommendations that were implemented and, for any recommendations not implemented, the reasons therefor.  The consultant’s report shall be returned to Spoor following completion of the Division’s review;
(4) Execution of this Stipulation and Agreement by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against Spoor 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 Spoor and reflected herein is subsequently determined to be untrue; and
(5) This Stipulation and Agreement shall become binding when executed by Spoor 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 9th day of May 2008.                         
 

I, T. Richard Spoor, 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.                                                            

     

_________/s/_______________  
T. Richard Spoor  
                                                           

On this 2nd day of May 2008, personally appeared T. Richard Spoor, 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.


___________/s/__________________________
Notary Public/Commissioner of the Superior Court
My Commission Expires:  May 31, 2012




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