Cease and Desist Order Against J. Davenport Advisors

• * * * * * * * * * * * * * * * * * * * * * * * * * * * ORDER TO CEAS E AND DESIST IN THE MATTER O F: * NOTICE OF INTENT TO FINE * J. DAVENP ORT ADVISORS, LLC * NOTICE OF INTENT TO CRD NO. 327796 * REVOKE RE GISTRATIO N AS * INVES TMENT ADVI SER * JOHN F. DAV ENPORT * NOTICE OF INTENT TO REVOKE CRD NO. 1448999 * REGISTRATIO N AS INVESTMENT * ADVISE R AGENT * * AND * * NOTICE O F RIGHT TO HEARI NG * * MATTER NO. CDFR -25-202500-S (Collectively, “Responden ts”) * * * * * * * * * * * * * * * * * * * * * * * * * * * * I. PRELI MINARY STATEM ENT 1. The Banking Co mmissioner (“Co mmissioner”) is charged w ith the administration o f Chapter 672a of the Genera l Statute s of Con necticut, the C onnectic ut Uniform Securiti es Act (“A ct”), and Sec tions 36b -31-2 to 36b-31-33, inclusive, of the Regulations o f Co nnecticu t State Agenc ies (“Reg ulations”) promulga ted unde r the Act. 2. Th e Commis sioner, th rough th e Securit ies and Busi ness Inve stments D ivision (“D ivision”) of the Department of Banking, conducted two exa minations of Resp ondents pursuant to Sect ion 36b-14(d) of the A ct and Section 36b-31- 14f of the Regulation s (“Examinati ons”) and a related invest igation pursuant to Se ction 36b-26(a) of the A ct (“Investigation”) to de termine whether Respon den ts vio lated, were v iolating o r were about to violate provi sions of the Act or Re gulations or any o rder thereunder.

1. As a result of the information obtained d uring the Exam inations and Investigat ion, the Commissione r has reason to believ e that Respondents hav e violated certain prov isions of the Act and R egulations. According ly, the Co mmission er believes t hat a basi s exists t o: a) issue a cease and desist ord er against Respondents pursuan t to Section 36b-27 (a) of the Act; b) issue an o rder revoking the inves tment adviser registration of J. Dave nport Advisors, LLC pu rsuant to Section 3 6b-15 of the Act; c) issue an order revok ing the investment advis er agent registration o f John F. Davenport pu rsuant to Section 36b- 15 of the Act; and d) impose a fine upo n Respondents pursuant to Section 36b-27(d) of the Act. II. RES PONDENTS 4. J. Davenport Adv isors, LLC (“JD Adv isors”), located at 800 Conne cticut Avenue, Sui te E401, Norwalk, Connecti cut 06854, was reg istered as an invest ment advise r under the A ct from O ctober 13, 20 23, to December 31, 2025, a t which time its reg istration expired due to its failure to rene w its registration. Section 36b-15(e)(2) of the Act provides that “[i]f the registration of a [n] . . . investment advise r . . . expires due to th e registrant's failure to renew, within one year o f such expiration, the c ommissio ner may neve rtheless insti tute a revocation . . . procee ding or issue an or der . . . revoking the registration under [S ection 36b-15(a)].” 5. John F. Davenpor t (“Davenport”), t he Chief Executive Of ficer and control pe rson of JD Advisors, has been r egistered as an in vestment ad viser agen t under t he Act with v arious fir ms and at v arious ti mes from February 20, 2007, to December 31, 2025. D avenport was r egis tered as an investmen t adviser a gent of JD Advisors from Oc tober 13, 2023, to Decembe r 31, 2025, at which time his registra tion expired due to his failure to renew his r egistration. Daven port had been regis tered as a b roker -deale r agent under the Ac t at various times from Ma rch 7, 1995, to March 24, 2023. Davenport has also been licensed as an a ttorney in the State of C onnecticu t since J une 1, 1994, an d main tains a law p ractice in the same o ffice wh ere JD Ad vi sors i s located (“D avenport L aw Fir m”). Daven port has al so been licensed with the Con necticut D epartmen t of Insuranc e from Dece mber 6, 1996, to the present, an d is the owner of LPBP Fin ancial LLC, a Connec ticut limite d liabi lity com pany th at sells insurance. Section 36b - 1 5(e)(2) o f the A ct pro vides th at “[i]f the registration of a[n ] . . . investment adviser agent expires due to the registrant's failure to ren ew, within one

year of such expira tion, the commiss ioner may nevertheless inst itute a revocation .. . proceeding or issue an order . . . revoking the registration under [Section 36b- 15(a)].” III. STATEMENT OF FACTS Registration History o f John F. Davenpor t 6. Prior to forming JD Advisors, Daven port was registered as an investmen t adviser agent of various investment advi sory firms. O n February 2, 2023, Davenport filed an application w ith the Div ision for registrati on as an inve stment adv iser agent o f Black ridge Asset Managem ent, LLC (CRD No. 277085) (“Blackridge”). In reviewing Davenpor t’s application, the Division sta ff noticed severa l disclosure items of concern on D avenport’s Form U4, including the following: • FINR A “Acceptance, W aiver and C onsent” (“FI NRA A WC”), FINRA AWC Docket No. 2017055074301 (O ctober 12, 2021). T his was base d on Dave nport’s conduct ing improper sharing of commissi ons with an agent at another firm without t he knowledge or a pproval of Davenport’s current firm and allowing hi s assistant to use a per sonal e- mail ac count to communica te with clients r egarding securi ties transact ions. FINRA suspended Davenpor t for two months and ord ered him to pay a $20,0 00 fine; and • Connecticut Depar tment of Insurance (“CD I”) Stipulation and Con sent Order (Doc ket No. FC - 21-109) (Decembe r 28, 2021). This was based on Davenport and h is employees i mpersonating clients on c alls to a n insura nce company withou t the clients ’ knowledge. T he Consent required Davenport to pay a $1 0,000 fine, subjecte d him to a one- year period of probation, and required him to tak e an ethics course tar geted to in surance pro fessional s. 7. On March 14, 2023, the Division sent Daven port a letter putting D avenport on notice o f the Division’s concerns with the abov e disclosure item s. The letter stat ed that “[i]n di scussions with the Divis ion, you [Davenport] have repres ented that you [Davenport] wi ll take the following steps to address our c oncerns with your registration application,” includ ing but not l imited to: • “ For a period of twenty - four mon ths. . . [Davenpor t] shall sub mit to the Div ision Dire ctor a written rep ort each ca lendar qu arter desc ribing any securiti es or inves tment adv isory related complaint s against [Daven port ] for the qu arter. . . If no securitie s or inves tment ad visory related co mplaints exist for the quarte r, [Davenpo rt’s] repo rt shall so indicate.” • “[Davenport] unde rtakes to file a correcting a mendment if t he information contai ned in any docum ent f iled w ith th e Comm ission er b ecome s inacc urate or in comple te in a ny ma teria l respect.”

The letter (“Condit ional Letter #1), signed by bot h the Division Director and D avenport, state d that “[a]n y effectiveness grante d with respect to [Davenpo rt’ s] application for registration as an investment ad viser agen t.. . shall be subject to the [above] conditions.” B ased on Davenport’s a ssurances in Condition al Letter #1, among other things, the Division made Davenp ort’s investment adviser registration with Blackridge eff ective on March 24, 2023. 8. On May 22, 2023, D avenport terminated hi s investment advis er agent registration with Bl ackridge. 9. On July 31, 2023, D avenport filed an a pplication on behalf o f JD Advisors for r egistration as an investmen t adviser un der the A ct, and on September 19, 2023, D avenport applied f or registration as an investmen t adviser a gent of JD Advisors u nder the Act. As part o f the Divis ion staff’s r eview of these applications, Divi sion staff reviewed a nd analyzed Davenport’s For m U4, includin g the Con diti onal Registration Letter # 1 and the reasons th erein. 10. On October 11, 202 3, Davenport sign ed a second letter (“Conditional Registr ation Letter #2). In the Conditional Regis tration Letter #2, Daven port again represen ted to the Division t hat, as a condition of his investment adviser a gent registration, he wo uld adhere to the same cond itions set forth in the Con ditional Registration Letter # 1, including, but not limited to, the follow ing: • “ For a period of twenty - four mon ths. . . [Davenpor t s hall ] submi t to t he Div ision D irec tor a written rep ort each ca lendar qu arter desc ribing any securiti es or inves tment adv isory related complaint s against [Daven port ] for the qu arter. . . If no securitie s or inves tment ad visory related co mplaints exist for the quarte r, [Davenpo rt’s] repo rt shall so indicate.” • “[Davenport] undertake [s ] to file a correct ing amendment if the infor mation contained in an y docum ent f iled w ith th e Comm ission er b ecome s inacc urate or in comple te in a ny ma teria l respect.” • “ [Davenport] undertake[s] to refrain from engaging in conduct cons titutin g or which would constitute a violat ion of the Act or any Re gulation or order Un der the Act.” 11. On October 13, 2023, based on Daven port’s assurances in Cond itional Letter # 2, among other things, the Division made t he investment advi ser and investment advis er agent registration s of JD Advisors and Davenport, respec tively, effect ive.

Failure to Main tai n True, A ccurate and Cu rrent Bo oks and Rec ords by JD Advisor s – November 2023 E xamination 12. Based on the concerns that gave rise to Cond itional Letters #1 and #2, among o ther things, on November 13, 2023 and November 14, 2023, the Division conducted the first E xamination of JD Advisors ’ books and records pu rsuant to Sections 36b - 14 of the Act and Section 36b - 31- 14f of the Regulations (“ 2023 Exa m”). 13. Section 36b -31- 14b(a) of the Regul ations requires that the books and records kept and maintained by investment advisers be true, accurate and current. Several records Respon dents produced to the Division durin g the 2023 Exam we re not true, accurate and cu rrent, incl uding b ut no t limi ted to: a. Respondents produ ced documents ref lecting different amounts for the firm’s as set s under management (“AUM”). For examp le, one document ref lected AUM of $1. 2 million, while another reflected A UM of $600,000; b. In response to the Division’s request fo r a general ledger report, R espondents produced a document titled “Led ger,” co ntain ing only two entries: a “beginn ing cash bala nce,” and asset s belonging to a client (emphasis added). T he document produced w as an inac curate record beca use a general ledger repo rt typica lly reflects a firm’s asse ts, liabilit ies, revenue, incom e, expenses, and should not include an advisory client’s a ssets; and, c. In resp onse to the D ivision’s request fo r a balance sheet, R esponden ts produce d three bala nce sheets (as of Novemb er 30, 2023, as of De cember 31, 2023, and as of January 31, 2024), all of which listed the f irm’s AUM in the “N et Fix ed Ass ets” colu mn. T hese three documen ts produced were inaccurate re cords becaus e AUM are not assets that belong to t he firm – they a re clie nt assets. A balance sheet for JD Adv isors should only i nclude ass ets belongin g to JD A dvisors, no t assets belonging to its clients. 14. As a result of the above and other find ings during the 2023 Exam, the Division began an Invest igation into Respondents, whe rein the Division dis covered multiple add itional violations, discussed below. Failure t o File Cor recting Amend ments to F orm U4 and False or mislead ing statement s mad e to the Comm issioner by Davenport Tax Liens 15. Davenport’s September 19, 2023 investment advis er agent application disclos ed that Davenport had two IR S tax liens pending again st him: a lien for $949,310 and a lien for $21 6,041. Both disclosures wer e inaccurate. At the time of the filing, there was an outs tanding IRS tax lien against Davenport in th e amount of $1,828, 159, not $9 49,310. Moreover, the tax lien for $216,041 was d ischarged on Jul y 16, 2019. The se

inaccurate disclosure s are a violation of Section 36b - 14(c) of the Act and Section 36b -31- 14e (a) of the Regulations. Mor eo ver, Davenport’ s disc los ure of a tax lien of $949,310, when the l ien a moun t was $ 1,828,159 was a false and m isleading statement of m ateria l fac t made to the Commissioner in v iolation of Se ction 36b - 23 of the Act. 16. The fai lure to properly disclose the amount and sta tus of these liens is also a violation of the conditions of the Condit ional Registration Letter #2, whe rein Davenpor t explicitly und ertook to “file a correcting amendment if the information contained in any docum ent filed with the Commissione r becomes inaccurate o r incomplet e in any material respect.” 17. On August 19, 2024, during the on -the- record testimony of Davenpor t (discussed below), the Di vision put Davenport on notice th at he had failed t o file a co rrecting amend ment regarding hi s tax liens. How ever, it was not until October 22, 2024, that Davenport filed a correct ing amendment to his Form U4 to reflect the accurate a mount of th ese liens. Law license suspens ions were not disc losed on Davenport’s Form U 4 18. Davenport has been license d as an attorney in the State of Connecticut since June 1, 199 4. The Connecticu t Practic e Book (“CP B”) Section 2 - 27(d) requires a ll attorneys to register w ith the S tatewide Grievance C ommitt ee and that s uch registra tions wi ll be made on an annua l basis. 19. On s ix occasions from 2012 to 2024, D avenport w as put on “Administrativ e Suspension” for failing to register as an at torney under CPB 2-27(d). 20. Section 14F of FINRA Form U4 requires agents and applic ants for registration to disclose whether they have ever had t heir authorizat ion to act as an attorney suspended. 21. Davenport failed to disclose the administ rative suspensions issued against him by the Statew ide Grievance Commit tee on his Fo rm U4 (Section 14F). This is a violation of Secti on 36b - 14(c) of th e A ct a nd Section 36b-31- 14e(a) of the Regulations. 22. The fai lure to amend Davenport ’s Form U 4 to include such susp ensions is also a viola tion of the Conditional Regis tration Letter #2, whic h r equi r e d Dav enport to file a correcting amend ment if any information on a docum ent filed w ith the Co mmissione r is inaccu rate or incom plete.

Failure t o Establ ish, Enfo rce and Main tain Adequ ate Superviso ry Proced ures by JD Advisors 23. As the c ontrol person a nd owner of JD Advisors, Davenport is respo nsible for ov erseeing complian ce at JD Ad visors an d ensur ing that the fir m compl ies wit h both sta te and federal securities statutes an d regu lations. 24. Section 36b-31- 6f (b) o f the R egula tion s state s tha t: Each . .. inve stment ad viser sh all esta blish, en force and mainta in a sys tem f or supervising the ac tivities o f its agents, in vestmen t adviser agen ts and Connec ticut office opera tions that is reasonably des igned to ach ieve compli ance with app licable securitie s laws and re gulati ons. The fol lowing ex amples ar e indicat ive of JD Advisor s’ failure to estab lish, enf orce and mainta in a n adequate supervisory syste m that comports with Sec tion 36b-31- 6f(b). Davenport’s On-the - Record T estimony 25. On August 19, 2 024, Davenport prov ided on-the-record test imony (“OTR”) to the D ivision, individually and on b ehalf of JD Adviso rs. Davenport’s test imony reflected that JD Advisors’ supervisory system, overseen by Dav enport, was deficient and crea ted an environment of inadequate and defic ient compliance, in vio lation of Section 36b- 31- 6(f) of t he Regulations. 26. Statements mad e by Davenport during hi s OTR testimony inc luded, without limi tation: a) Davenport testi fied t hat he did not understand what it m eant to file a correcting amendment to a document file d wi th the C omm ission er in o rder to cor rect something that was inacc ur ate or incom plete; b) Davenport tes tified that he did not know how to file a corre cting amendment to his Form U4, and that he wou ld use his “compliance peop le . . . in order to s tay compliant”; c) Davenport testi fied that he did not update h is Form U4 to ref lect that an IRS tax lien l evied against him, p reviously disclosed a s $949,310, was up dated to $1.8 million; d) Daven por t could not recall the oth er sta tes where JD Advisors maintained an investment adviser regis tration besid es Connecticu t; e) Davenport testi fied that he did not know ex actly how much money JD Advisor s managed (the “as set s un der ma nag eme nt” f igur e); f) Davenpo rt testifi ed that, at that time, he had no t read JD A dvisors’ Wri tten Poli cies and Procedure s written b y the fi r m’ s outside compliance consul ting firm; g) Davenport tes tified that he could not reca ll that a certain individu al was ever e mployed by JD Advisors, despite al so testifying that he wa s responsible for hi ring JD Advisors’ e mployees.

At a minimum, Davenport’ s testimony (and the discussion below) reflects, inte r alia, a pe rvasive lack of understanding of and r espect for the importanc e of supervisory comp liance regarding JD Adv isors’ operations and procedures. Failure to Comply w ith the Conditions in the Conditional Reg istration Letter #2 by failin g to f ile qu arter ly wri tten r epor ts 27. JD Adviso rs’ superv isory sys tem failed to ensure that D avenport complied w ith the con ditions required in the Conditional Reg istration Letter #2. 28. Conditional Le tter #2 required th at Davenport, for twe nty - four mon ths fro m when the l etter was signed, submit a written report each cal endar quarter describing a ny securities or investment advi sory related complaints against him for the quarter, and to the extent there were no complaints, Davenport was still require d to submit a report s tating as such (refe rre d to as “Qu arterly U pdate(s)”). 29. Although Davenport’s JD Advisors inve stment adviser ag ent regist ration was made effectiv e on October 13, 2023, he did not pr ovi de a Q uar terly U pdat e to the Div ision u ntil Augu st 26, 2024. The n on Jul y 10, 2025, Davenpo rt sent the D ivision the four ou tstanding and ove rdue Quarterly U pdates, covering the periods of July 2024 to Septe mber 2024, October 2024 to D ecember 2024; Janua ry 2025 to March 2025; a nd April 2025 to June 2025. These unti me ly Quart erly Updat es are each a vio lation o f the condition s required by the Conditional Regis tration Letter #2. 30. Moreover, D avenport also failed to comply with anoth er condition of the Conditional Regist ration Letter #2, in that h e failed t o disclose to the Divis ion Directo r that JD Advisors r eceived a cus tomer co mplain t in August 2024. Failing to Amend U4 31. As discus sed in paragraphs 15 through 22 ab ove, Davenpo rt failed to fi le multiple correc ting amendments to his Form U 4, demonstrating that JD Advisors’ supervisory sy stem was deficient in ensuring t hat these correct ing amendmen ts were made.

Nonexiste nt fully executed Inves tment Adv isory Contracts 32. From approximately January 2024 to approximately Nove mber 2025, JD A dvisors provided investment advi sory services to at least th ree clients w ithout having a fully execut ed investment adv isory contr act/a greemen t (“Agre ement”) on fi le for such clien ts. I n November 2025, in response to the Division ’s request fo r copies of these Agreem ents, JD Advi sors produced Agreements s igned by th e cl ie nts i n J anuar y 2024 but signed by JD Ad visors in Nov ember 202 5 (immedi ately after th e Division’s reque st). JD was eithe r not aware or con cerned that there w as not a fully executed Agreement on file for three o f its clients. (t his i s also discussed below in par agraph 47). 33. One JD Advisors clien t did not have an Agreement on file until Nov ember 2025, despite JD Advisors providing investment adv i sory services to such clien t from approxi mately June 20 24. JD was either not awa re of or concerned that there w as not an Agreement on file for thi s clie nt. (th is is also d iscussed be low in par agraph s 43 and 47 below). Davenport hired an individual convicted o f securities fraud as a par alegal for Davenport Law F irm without safeguards to pro tect JD Advisors’ client information 34. I n September of 20 22, Davenport hired Individual A (who had previous ly been registered as a broker - dealer agen t and invest ment adviser ag ent under the Act from the 1990s), as an independent contracto r to provide paralegal services f or Dave nport Law Fi rm. Daven port Law Firm and JD A dvisors share offi ce space. 35. Individual A o perated a Ponz i scheme from Con necticut from Janu ary 2012 until Jun e 2019. On October 22, 2019, Indiv idual A pled guilty to one count of securities frau d in the Southern District o f New York and was sen tenced to fort y - two (42) months in priso n. On November 1, 2019, the SEC perman ently barred Individual A from associa ting with, among other things, any inves tment adviser, and on June 18, 2020, the Commission er en tered an Order R evoking I ndividual ’s A Reg istration as a b roker - dea ler agent and inve stment adviser agent. 36. Individual A enrolled in paralegal courses during his prison term. 37. Davenport is the contr ol person and own er of Davenpor t Law Firm, wh ich prim arily handl es tr ust s and esta tes legal wo rk.

1. On September 30, 2022, Davenport hired Indivi dual A as a paralegal for Dav enport Law Firm. The Employment Letter sent to I ndividual A, signed by Davenport, stated th at Individual A “will be responsible for. . . ana lyz ing prospe ct and client personal and finan cial information, and making recomme ndations to prospects and clients rega rding estate planning documen ts.” (emphasis added). Individual A was the first p aralegal hired by Davenport for th e Davenport Law Firm. 39. Davenpo rt testified during th e OTR that he was aware of Individual A’s c riminal and regulatory history, but that Individual A had “ no acce ss to the informat ion on the investment side” and was “not all owed ” in the file r oom where adv isory documents wer e kept. When asked wh ere hard cop ies of documents we re located, Davenport testified t hat they were in “ locked [cabinets], e specially on the inve stment side.” 40. Contrary to Daven port’s repre sentation s above, during t he 2025 Exam, Div ision staff observ ed that file cabinets ho lding investment advis ory client files w ere unlocked, and tha t any employee of ei ther JD Advisors or Davenpo rt Law Firm co uld easily ac cess these files. Additionally, Division staff observed Pos t - it n ote s wit h log- in an d pas sword info rmati on in the o ffice, as well as othe r cl ient infor mation with in vie w and wit hin r each from almo st anywhere in the o ffice. La stly, D ivision st aff obse rved new advisory account forms and other documents out in the open in the office, within eas y access to any em ployee from eithe r JD Advisors or Davenport Law Fir m. 41. JD Advisors has viola ted Section 36b -31- 6f by failing to pu t in place safeguards, po licies and procedures to ensur e that Individual A d oes not gain a ccess to client in forma tion, includ ing, but n ot li mited to, clients’ social securi ty numbers, brokerage stateme nt account numbers, and /or bank ac count statements (referred to as protect ed personal informa tion/personally identifi able information (“ PPI”)). JD Adv isors’ Writ ten Supervisory Proced ures (“ WSPs”) do not contain safegua rds or protoco ls that pro hibi t Indiv idual A from accessing either hard cop ies or electroni c files with client PPI. JD Advisors Engaged in Dishonest or U neth ical B u siness P ract ices within Section 36b-31-15c (8) of the Regulati ons 42. Duri ng the 2023 Examinat ion, Division staff discovered tha t the Agreement between JD Advi sors and at least four clien ts misrepresen ted the fee JD Advisors was paying it s sub - advisor. Spec ifically, JD Advisor s

represented to these clients tha t if t heir account was managed by a suba dvisor,.55% of the fee paid by the client (or 55 basis p oints) was “passed on ” (paid) to the sub - adviso r as payment for the sub - adviso r’s service s. In actuality, the sub - ad visory agre ement between JD Advisor s and the sub - advis or for these clien ts reflects th at JD Advisors paid 50 b asis points to the sub - ad vis or. During Davenpo rt’s OTR, Division st aff question ed Dav enport on this discrepancy. Dav enport acknowled ged the discrepancy but wa s unable to explain it. JD Advi sors’ misrepre sentation to it s cl ient s o f the fee that JD Advi sors was payi ng t o it s su badv is or constitutes dishonest or unethical conduct wi thin the meaning of Sec tion 36b- 31 -15 c (8) of the Regul ations. Nonexisten t Client Ag re emen t: One JD Adv isors Cl ient does n ot have an Agreemen t on file 43. On November 13, 2025, JD Advisors provided the Division wi th an Agreement signed by the firm and the cli ent on November 13, 2025 (that same day). How ever, JD Advi sors had bee n pr ovi din g ad vis ory s erv ice s to this clien t sin ce approximately Jun e 2024. 44. Section 36b- 5(b) (1) of th e A ct pro vid es t hat: (b) (1) It i s unlawful for any investmen t adviser that is r egistered or required to be registered under sec tions 36b - 2 to 36b - 34, inc lusive, to have, enter into, extend or renew any investment advisory contract. . . u nless it is si gned by the cl ient or cl ients and disclo ses in w ritin g: (A) That the inv estme nt adv iser sh all not b e comp ensa ted on th e basis of a share of capital gains upon o r capital appreci ation of the funds or an y portion of the f unds of the client; (B) that a n ass ignmen t of th e cont ract ma y not be mad e by the investment adviser without the consent of the other party to the contract; (C) that the investment adviser, if a partnership, sha ll notify th e other party to t he contract o f any change in the membership of the pa rtnership within a reas o nable time after the change; (D) the fee arrangement betw een the investm ent adviser and the cli ent or clients; and (E) the serv ices which the inve stment advis er will render. In add ition, Section 36b-31 -15c of the Regulati ons provides, in pertinen t part, that: (a) In implementing section 36b - 15(a)(2)(H) of the general statut es, the following shall be deemed “ disho nest or u nethica l practices in the secu rities . . . b usiness ” by investment advi sers without limiting t hose terms to the following practices: (15) Entering into, extendin g or renewing any investment advisory contrac t unless such contr act is in writ ing. . .

JD Advisors viola ted Section 36b - 5(b)(1) of th e Act and engaged in disho nest or unethical c onduct within the meaning of Section 36b - 31-15c(a)(15) of the Reg ulatio ns by provid ing investment advisory services to a clien t with out hav ing a n Agre em ent (a written investment advisory contract) for su ch cl i ent. Davenport’ s Prior Discip linary History pr ovides gr ounds for the Revocation of Davenport’ s Inv estment Adv iser Agen t Registra tion Under Sec tions 36b- 1 5(a)(2)(F)(iii) and Section 36b-15(a) (2)(F) (v) of t he A ct 45. Section 36b-15(a) provides in pert inent part: The commiss ioner may, by ord er . . . rev oke any regi stration or, by order, restrict or impos e con dition s on the secu rities or in ves tment a dviso ry ac tivit ies that [a] . . . registran t may perfo rm in this state i f the commiss ioner finds t hat (1) the or der is in the public interest, and (2) the . . . reg istrant . . . (F) is the sub ject of any of the fol lowing sanction s that are current ly ef fective or wer e imposed w ithin the pas t ten years. . . (iii) a suspension, expul sion or other sanction issu ed by a natio nal se curities exch ange o r oth er s elf - regulatory or ganizatio n registered under federa l laws administered by th e Securities and Exc hange Com mission . . . i f the eff ect of the san ction has not b een stayed or overturned by app eal or otherwise. . . (v) a denial, suspension, revocation or other san ction issued by . . . any other st ate or fede ral financi al servic es regulato r based upon nonsecurities violations of any state or federal l aw under which a bus iness involving . . . insu rance . . . is regulated. 46. Dav enport was suspend ed by FINR A in October 20 21 and was sanctioned to one year of probation by the Connecticut Dep artment of Insurance i n December 2021, as des cribed in paragraph 6. A ccordingly, Section s 36b- 15(a)(2) (F) (iii) and 36b -15(a)(2) (F) (v) provid e a basis for the rev ocation o f Davenp ort’s inv estment adviser agent registration. Failure t o Produce B ooks and R ecords When R eque sted and Failure t o Produce T rue, A ccurate and C urrent Bo oks and Reco rds by JD Advisors – August 2025 Exam ination 47. On August 6, 2025, as part of the Investigation, the Division conducted a se cond Examination o f JD Advisors’ books and records pursuan t to Section 36b - 14 of the Act (“2025 Exam”). I n connection with th e 202 5 Exam, JD Advis o rs: 1) fail ed to produ ce severa l categories o f reques ted documen ts, and 2) produced certain d ocuments that did not appear to be “true, accurate an d current ” books and records, a s required by Section 3 6b-31-14b(a). Such docu ments include, bu t are not limited t o, the following: i. Failure to p roduce a copy of a cu stomer comp laint JD Advisors received in Au gust 2024. This is also a failure to comply with the Condition al Registration Letter #2; ii. Failure to p roduce JD A dvisors ’ bank stat ements fro m 2024 to the presen t;

iii. Failure to produce LPB P Financial LLC ’s bank statem ents from 2024 to the p resent (an affiliate o f JD Adv isors); iv. Failure to produce the general ledger from January 2024 to the present; v. Failure to produce documentation that a copy of Part I I of JD Advisor s’ Form ADV was offered to its clients (as required by Se ction Sec. 36b-31- 5c of the Regulations); vi. Failure to produce a copy of Davenport’s per sonal securities transac tions. In response to this r equest, Davenp ort responded “not appl icable”, without an addi tional explanation; vii. In respon se to the Div ision’ s request fo r the firm ’s balance sh eet dated wi thin sixt y days of August 2025, the ba lance sheet prov ided was as of December 2024; viii. In res ponse to the Divis ion’ s req uest fo r the firm’s inco me sta temen t dated w ith in six ty days of Augus t 2025, the income st atement provided was as of December 2024; ix. In respon se to the Div ision’s r equest for copies of co mpensatio n agreemen ts for all i ts employees, the agreements produced for at least two employees were not signed; x. In respon se to the Div ision’ s request fo r copies of client Agre ements, t he Agreeme nts produced for at lea st three clients were signed b y JD Advisors almost two years af ter they were signed by the clients; and xi. In respon se to the Div ision’ s request fo r copies of client Agre ements, t he Agreeme nt for at least one client wa s signed by both the c lient and JD Advisors in November 2025, even though JD Advi sors had been provid ing advisory serv ices to that client since approximately Jun e 2024. 48. On September 8, 2025, the Div ision sent an email to Responde nts’ counsel stating that there we re still “missing and in complete docum ent submissio ns,” in connection with the 2 025 E xam. To date, the documents above have eithe r not been produced o r have not been corrected to be responsive to the Division’s req uest. 49. Overall, the Divisio n uncovered numerous def iciencies during the 202 5 Exam, which, taken as a whole and in light of the deficien cies found during the 2023 E xam an d Davenport’s testimon y, indicate a systemic culture of noncomp liance throughout JD Advisors.

IV. STATUTORY BASI S FOR ORDER TO CEASE AND DESIST, REV OCATIO N OF REGISTRAT IONS AS AN INV ESTMENT ADV ISER AND INV ESTMENT ADV ISER AGENT AND ORDER IM POSING F INE a. Violation of Sect ion 36b-31- 14b of the Regulations by JD Advisors– Failure to Maintain T rue, Accurate and Cu rrent Books and Reco rds 50. Paragraphs 1 th rough 49, inclusiv e, are incorpora ted and made a part her eof as if more fully se t forth herein. 51. JD Advisors fai led to maintain true, accurate and current b ooks and records, a s more fully described in paragraph s 12 through 14, inclusive, 47 and 48. The failure to maintain true, accurate and current books and records constitu tes a violation Section 36b-31- 14b of the Regulation s, which forms a ba sis for an order to cease and desist to be issued agains t JD Advisors under Sec tion 36b- 27(a) of the Act, an or der to revoke the investment adviser registration of JD Adv isors under Section 36 b- 15(a)(2)(B) of the Act, and for the imposition of a fine upon Davenport unde r Section 36b-27(d) of th e Act. b. Violation of Sect ion 36b-14(c) of the Ac t and Section 36b-31-14e of the Regulations by Dav enport - Fail ure to Fil e Cor rectin g A mendmen ts to F or m U4 52. Paragraphs 1 through 51, inclusive, are incorporat ed and made a part hereof as if more fully set forth herein. 53. Davenpo rt faile d to promp tly file s everal correcting amendme nt s to his Fo rm U4, a s more fully described in paragraphs 15 through 22, inclusive, and parag raph 31. This is a vio lation o f Sec tion 3 6b - 14(c) of the Act and Section 3 6b-31- 14e of th e Regula tions, wh ich forms a bas is for an ord er to cease an d desist ag ainst Davenport under Sect ion 36b - 27(a) of the Ac t, an order to revoke the inves tment adviser agen t regist ration of Davenport unde r Section 36b - 15(a)(2)(B) of the Act, and for the imposition of a fine upon Davenport und er Section 36b-27(d) of the Act. c. Violation of Sect ion 36b-23 of the Act by Da venport – False or mis lead ing sta teme nt made to the Com missio ner 54. Paragraphs 1 through 53, inc lusive, are incorporated and made a pa rt hereof as if more fully set forth herein.

1. Davenport’s statement to the Commissioner as more fully desc ribed in paragraph 15 constitutes a mater ially mislea ding state ment made to the C ommi ssione r in v iolat ion o f Sect ion 36 b - 23 o f the Act, which forms a bas is for an o rder to cea se and desis t against Davenport un der Sec tion 36b - 27(a) of the Act, an orde r to revoke th e investmen t adviser ag ent r egis tration of Davenport und er Section 36b - 15(a)(2)(B) o f the Act, and for the imposition o f a fine upon Davenport unde r Section 36b- 27(d) of t he Act. d. Violation of Se ction 36b-31- 6f of the Regulations by JD A dvisors – Failure to Establ ish, Enforce and Mainta in Adequate Superviso ry Procedures 56. Paragraphs 1 th rough 55, inclusive, are made a par t hereof as if more fully s et forth herein. 57. JD Advisors’ failure to establish, enforce and mainta in a system for supervis ing the activities of its agents th at was rea sonably d esigned to a chieve com pliance w ith applic able secur ities law s and reg ulations, as more fully described in paragraphs 23 through 41, inclusive, const itutes a violation of Sec tion 36b -31- 6f of the Regulations, which forms a basis for an ord er to cease and des ist to be issued again st JD Advisors unde r Section 36b- 27(a) of the Act, an order to revoke JD A dvisors’ investment adv iser registration under Section 36b - 15(a)(2)(K) o f the Ac t, and the imposition of a fine upon JD Advisors pursuant to Section 36b - 27(d) of the Act. e. Engaged in Dis honest or unethical b usiness practices by JD Adv isors – Section 36b-31- 15c(8) of the Regulations 58. Paragraphs 1 th rough 57, inclusive are incorporated and made a part hereof as if more fully set forth herein. 59. As more fully desc ribed in paragraph 42, JD Advisors engage d in dishonest or uneth ical business practices in the secu rities business b y misrepresent ing the fee JD Advisors was paying its sub -advisor (and passing on to th e client), to at least four clients. Su ch conduct constitu tes a dishon est or uneth ical prac tice in the secu rities busin ess within th e meaning o f Sections 36b -31-15c(8) of the Regulations, wh ich forms a basis for an ord er to cease an d desis t to be issu ed against JD Adviso rs under S ection 36b -27(a) of the Act, an orde r to revoke the inves tment adviser regist ration of JD Adv isors under Section 36b- 1 5(a)(2)(H) of the Act, and for the imposition o f a fine upon Davenport unde r Section 36b- 27(d) of t he Act.

f. Violation of Sect ion 36b- 5(b)(1) of the Act by J D Advisors – Proh ibite d activ ities of invest ment adviser 60. Paragraphs 1 th rough 59, inclusive are incorporate d and made a part hereof as if more fully set forth herein. 61. JD Advisors’ conduct of providing inve stment advisory services to a client withou t having a written investment advisory agr eement/ contract on file for tha t clien t, a s more fully desc ribed in paragraphs 43 and 44, constitut es a proh ibited an d unl awful act ivity of an inv estment adv iser. S uch cond uct const itutes a v iolation of Section 36b - 5(b)(1) of the Act, w hich forms a ba sis for an ord er to cease and d esist to be is sued against J D Advisors under S ection 36b - 27(a) of the A ct, an order to revoke JD Adviso rs’ in vestment adviser registrat ion under Section 36b - 15(a)(2)(B) of the A ct, and the imposition of a fine upon JD Advisors pursuan t to Section 36b- 27(d) of the Act. g. Engag ed in Disho nest or unethical b usiness pr actices by JD A dvisors – Section 36b-31- 15c(15) of the Regulation s 62. Paragraphs 1 th rough 61, inclusive are incorporate d and made a part hereof as if more fully set forth herein. 63. As more fully desc ribed in paragraphs 43 and 44, JD A dvisors engaged in a dishones t or unethical business practices in the securi ties busi ness by prov iding investment advisory services to a client w ithout having a written inv estment advisory agr eement/ contract on file f or that client. Such conduct consti tutes a dishones t or unethi cal practice in the secu rities bu siness with in the mean ing of Sec tions 36b - 31-15c(15) of the Regulations, wh ich forms a basis for an order to c ease and desist to be issued against JD A dvisors u nder Section 36b-27(a) of the Act, an order t o revoke the in vest ment advis er registra tion of JD A dvisors un der Section 36b-15(a)(2)(H) of the Act, and fo r the imposition of a fine upon Davenport under S ection 36b-27(d) of the Act. h. Davenport Subjec t to FINRA Suspens ion 64. Paragraphs 1 th rough 63, inclusive are incorporated and made a part hereof as if more fully set forth herein.

1. The FINRA A WC dated October 12, 2021, as more fully desc ribed in paragraphs 6 an d 46, form s the basis for the revocation of Davenport’s in vestment adviser agent r egistration in Connec ticut pursuant to Section 36b- 15 (a)(2)(F)(ii i). i. Davenport Subjec t to Sanction by the Con necticut Department of I nsurance 66. Paragraphs 1 th rough 65, inclusive are incorporated and made a part hereof as if more fully set forth herein. 67. The Stipulation and C onsent Order ente red with the Connecticut Department of Insur ance on December 28, 2021, as more fully described in paragra phs 6 and 46, forms the basis for the revocation of Davenport’s invest ment adviser agent regis tration in Connec ticut pursuant to Secti on 36b-15(a)(2)(F)(v). j. Violation of Sect ion 36b-14(d) of the A ct and Section 36b- 31-14f of the Regul ations by JD Advisors - Failure to Provide Cop ies of and Mak e Required Books and Re cords Available 68. Paragraphs 1 th rough 67, inclusive, are incorporated and made a part hereof as mor e fully set forth herein. 69. JD Advisors fai lure to provide copies o f and make its required b ooks and records avai lable to the Commissioner wh en so requested, as more fu lly described in paragraphs 47-49, inclusive, co ns titu tes a violation of Sect ion 36b-14(d) of the Act and S ection 36b- 31-14f of the Regulatio ns, which form s a basis f or an order to cease and desist against JD A dvisors under Sect ion 36b-27(a) of the Ac t, an order to revoke the investment adviser registration of JD Adv isors under Section 36 b- 15(a)(2)(B) of the Act, and for the imposition of a fine upon Davenport unde r Section 36b-27(d) of th e Act. V. ORDER TO CEASE AND DESI ST, NOTICE O F INTENT TO FI NE, NOTICE OF INTENT TO REVOKE I NVESTMENT ADVI SER AND INV ESTMENT ADVIS ER AGENT REGISTRAT IONS, AND NOTICE O F RIGHT TO H EARING WHEREAS, a s a result o f the Investigation, th e Commissioner finds tha t, with respect to the activity described herein, J. DAVENPORT ADVISORS, LLC has committed at leas t one violation of Section 36b- 14(d) of the Act, at least one violation of Sect ion 36b- 5(b) (1) of the Ac t, at least on e violation of Section s 36b- 31-14b, 36b-31-14f, 36b -31-6(f) of the Regulations, and engaged in dishonest or unethical practices in the securitie s business w ithin t he meaning o f Section 36b -31- 15c(8) and 36b -31-15c(15) of t he Re gul at io ns;

WHEREAS, t he Co mmissi oner has reas on to beli eve that a basis exists under Sec tions 36b-15(a)(2)(B), 36b- 15(a)(2)(H), 36b- 15(a)(2)(K) of the Act to revoke the in vestmen t adviser registratio n of J. DAVENP ORT ADVISORS, LLC; WHEREAS, as a result of the Investigation, the C ommissioner finds that, wi th respect to the a ctivity described herein, JOHN F. DAVENPORT has comm itted a t lea st one viol ation o f Sec tion 36b-14(c) of the A ct, at l east one violation of Section 36b -23 of the Ac t, and at least one viol ation of Section 36b-31-14e of the Re gulations; WHEREAS, t he Co mmissi oner has reas on to beli eve that a basis exists under Sec tions 36b - 1 5(a)(2)(B), 36b- 15(a)(2)(F)(iii) and 36b - 15(a)(2)(F)(v) of the Act to revoke the inves tment adviser agent registration of JOHN F. DAV ENPORT; WHEREAS, Section 36b-15(f) of the A ct provides, in pertinent par t, that “[n]o order may be entered under this section except as provided in subsection (c) of this section without (1) appropriate prior notice to the. . registrant and to th e employer or pro spective employer if such . .. registrant is an agent or invest ment adviser agent, (2) o pportunity for hear ing, and (3) written f indings of fact and conc lusions of law”; WHEREAS, notice is hereby given to J. Dav enport Advisors, LLC that its registration as an investment adviser in Connec ticut shall be revoked, sub ject to its right to reques t a hearing on t he allegations set forth above; WHEREAS, notice is hereby given to John F. Davenport tha t his registration as a n investment adviser agent in Connecticut shall be revoked, subject to his rig ht to request a hearing on t he allegations se t forth above; WHEREAS, notice is hereby given to Respo ndents that the Co mmissioner intends to impose a maximum fine no t to exceed one hundre d thousand dollars ($ 100,000) per violatio n upon Respondents; WHEREAS, the Commissi oner further finds that the issuance of an Ord er to Cease and Desis t, the issuance of an order revoking J. Davenport Adv isors, LLC invest ment adviser’s registration, the issuance of an order revoking John F. Davenport’s inves tment adviser agen t registration, and the imposition of a fine upon

Respondents would be in the public interes t and consistent with the purposes fairly intended by the policy an d provisions of the Ac t and Regulations; WHEREAS, the Commi ssion er ORDERS that J. DAVENPORT ADVISORS, LLC C EASE AN D DESIST from directly o r indirectly violating the prov isions of the Act, inclu ding without li mita tion: (1) failing to maintain true, ac curate and current boo ks and records; (2) failing to establ ish, enforce and main tain a system of supervising the activities of its agents and e mployees that is reasonably designe d to achieve complianc e with appl icable sec urities la ws and regu lations (3) eng aging in dishones t or unethical prac tices in the securities business; (4) e ngagin g in p rohib ited a ctiv ities as an in vest ment ad vise r; and (5) fa iling to provide copie s of and make its required books and r ecords available to the Commissioner when so requested; WHEREAS, the Commi ssion er ORDERS that JOHN F. DAVE NPORT CEASE AND DESI ST from directly or indirec tly violating the provisions of the Act, includ ing, without limitation, fa iling to file correcting amendment s to his Fo rm U4 and making false or mis leadin g state ments to the Comm ission er; THE COMM ISSIONER FURTHE R ORDERS THAT, pursuant to Sections 36b - 15(f) a nd 36b -27 of the Act, Responde nts will be afforded an oppo rtunity for a hearing o n the allegations set f orth above if a written request for a hearing is received by the Department of B anking, Securities and Business Invest ments Division, 280 Trumb ull Street, Fl 16 Ha rtford, Connecticut 06 103-3514 or submitted by e - mail to DOB.hearingsuppor t@ct.gov within fourte en (14) days follow ing each Respondent’s re ceipt of this Notice. To request a hearing, co mplete and return the enclosed Appearance and R equest for Hear ing Form to the above address. I f a Respon dent will no t be repre sented by an attorney a t the hear ing, please co mplete t he Appeara nce and Requ est for Hea ring Form as “pro se” to one of the above re ferenced add resses. If a hearin g is reques ted, it will be held in person a t the D epartment’s o ffices. On ce a writ ten request fo r a hearing is received, the Commissioner ma y issue a notification o f hearing and designat ion of hearing officer that ackn owledges rec eipt of a r equest for a hearing, d esigna tes a hear ing officer a nd sets the d ate of the hearing in accordanc e with Section 4-177 o f the Connecticut G eneral Statutes and Section 36a-1- 21 of the Regulations of Conne cticut State Agen cies. At the discretion o f the Hearing Office r, for good cause show n, the Hearing Officer may approve requests for remote participation in the hearing by a Respondent, witness, or

attorney. If such reque sts are approved by th e Hearing Officer, such remote participat ion will be conducted v ia videoconference. If a hearing is reques ted, the hearing will be h eld on Apri l 7, 202 6, a t 10 a. m. If a hearing is reques ted, it will be held in accordance w ith the provisions of Chapter 54 of the Connecticut Genera l Statutes, unless a Re spondent fails to appear a t the requested hear ing. At such hearing, each Respondent w ill have the right to app ear and present e vidence, rebuttal ev idence and argument on a ll issues of fact and law to be considered by the C ommissioner. Re mote participation in a hea ring will be held in accordan ce with Sect ion 1 -225a o f the Connecticut Ge neral Statutes, and the Remote Hearing Guidel ines available o n the Depa rtment’s w ebsite at https://portal.ct.gov/dob. If a Respondent doe s not request a hearing wi thin the time period p rescribed or fails to a ppear at any such hearing, the al legations herein aga inst such Respondent w ill be deemed ad mitted. Accordingly, the Order to Cease and Des ist shall remain in effect a nd become permane nt against such Responden t, the Commissioner may order that th e maximum fine be impo sed upon such Respondent and the Co mmissioner shall issue an order revoking such R espondent’s reg istration as an investmen t adviser or invest ment adviser a gent (respectively) in Conn ecticut. Dated at Hartford, C onnecticut, this 14 th day of Jan uary 202 6. _____ /s/ _______________ ______ Jorge L. Perez Banking Commiss ioner

CERTIFICATI ON I hereby certif y that on this 14 th day of January 202 6, I emailed to davenpor t@jdavenportassoci ates.com; Attorney Alan M. Wo lper at awolper@ubg law.com; Attorney M arie Kuban at mku ban@ubglaw.com and Elena Zweifler, S taff Attorney at Elena.Zwe ifler@ct.gov. the forego ing Order to Cease and D esist, Notice of Intent to Fine, No tice of Intent to Revo ke Registration as an Inve stment Adviser; N otice of Intent to Revoke Registration as an Inve stment Adviser Agen t, and Notice of Right to Hearing, and on 1 5 th day of January 202 6, I caused to be mai led by certified mail, re turn receipt reques ted to: J. Davenport A dvisors, LLC at 800 Connecticut Avenue, Su ite E401, Norwa lk, Connecticu t 06854, certified mail no.7 009 1680 0001 0072 1055; John F. Davenport at 800 Connecticut Av enue, Suite E401, N orwalk, Connecticut 06854, certified mail no. 7015 1520 0000 1824 877 4: _______ /s/ ______________________ _____________ Tiffany Thibodeau Paralega l Specialis t