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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:
all relevant times, it has been unlawful in
2. FMC is both a broker-dealer and a federally registered investment advisor.
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.
letter dated November 6, 2001, FMC contacted the Office to inquire about the status
of its broker-dealer licensing application 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
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
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
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)
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
October 31, 2005 s/Bonnie E. Russell
Date Bonnie E. Russell
Assistant Securities Administrator
October 31, 2005 s/Cathy J. Williams
Date Cathy J. Williams