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STATE OF
OFFICE OF SECURITIES
121 STATE
HOUSE STATION
_______________________________________
IN THE MATTER OF:
)
)
First Manhattan Co.
) CONSENT
AGREEMENT
(CRD #1845)
) No. 06-018-CAG
______________________________________ )
This Agreement is entered into between the State of Maine Office
of Securities (the “Office”) and First Manhattan Co. (“FMC”), a broker-dealer
with its principal place of business in
WHEREAS, the parties agree as follows:
1.
At
all relevant times, it has been unlawful in
2.
FMC
is both a broker-dealer and a federally registered investment advisor.
3.
FMC
has not been licensed in
4.
FMC
filed an application with the Office for licensing as a broker-dealer on July
13, 1992.
5.
By
letter dated July 23, 1992, the Office requested additional information regarding
the firm’s pending application. On September
20, 1994, FMC contacted the Office and requested another copy of the Office’s
July 23, 1992, letter. The Office mailed
a second copy of this letter to FMC. FMC did not respond to the Office’s letter.
6.
By
letter dated November 6, 2001, FMC contacted the Office to inquire about the status
of its broker-dealer licensing application in
7.
In
follow up to FMC’s inquiry, the Office sent FMC a letter dated November 30, 2001,
requesting information in connection with the firm’s pending application.
The Office also requested information relating to any securities business
that the firm had conducted in
8.
On
July 15, 2005, FMC contacted the Office to check on the firm’s broker-dealer licensing
status. The Office informed FMC that the
firm was not licensed as a broker-dealer in
9.
By
letter dated August 8, 2005, the Office sent FMC a third letter requesting information
in connection with the firm’s pending application. The Office also requested a detailed accounting of the
securities business that FMC had conducted in
10.
By
letter dated September 9, 2005, and an e-mail dated October 7, 2005, FMC informed
the Office that since January 1999, FMC had effected at least six hundred ninety-nine
(699) brokerage transactions for the accounts of eight (8)
11.
It
is the Office’s position that FMC has acted as a broker-dealer in
12.
FMC
has represented to the Office that it was not its intention to violate the Maine
Revised Securities Act.
13.
Both
parties desire an expeditious resolution of this matter.
NOW, THEREFORE, without trial or adjudication of
any issue of fact or law, and without FMC admitting or denying that its conduct
violated the Revised Maine Securities Act, it is agreed that:
1.
FMC
will comply with all licensing and other legal requirements governing persons
acting as securities broker-dealers in the State of Maine at all times from the
date hereof;
2.
In
lieu of the Office seeking the imposition of a penalty for the allegations contained
herein, FMC will pay the sum of $10,000 to the Office upon FMC’s execution of
this Agreement; and
3.
The
Office will not take further action against FMC based solely upon its unlicensed
status during the period preceding and including the date of execution of this
Agreement, PROVIDED, however, that
this paragraph applies only to those transactions previously disclosed to the
Office by FMC.
October
28, 2005
s/Neal K. Stearns, Chief Compliance Officer
Date
Neal K. Stearns, Chief Compliance Officer
First Manhattan Co.
October
31, 2005
s/Michael J. Colleran
Date
Michael J. Colleran
Securities Administrator
Reviewed by:
October
31, 2005
s/Bonnie E. Russell
Date
Bonnie E. Russell
Assistant Securities Administrator
Presented by:
October
31, 2005
s/Cathy J. Williams
Date
Cathy J. Williams
Licensing Coordinator