Berthel, Fisher & Company Financial Services, Inc.

Allegations: NASD ALLEDGED APPLICANT FAILED TO MAINTAIN ADEQUATE MINIMUM REQUIRED NET CAPITAL. APPLICANT HAS AGREED TO EXECUTE AN AWC WHICH IS SUBMITTED TO DISTRICT 4 DISTRICT BUSINESS CONDUCT COMMITTEE. Status: Final Sanction Detail: $2500.00 FINE (J&S) AND TAKE CORRECTIVE MEASURES WHICH APPLICANT AND MR BRENDENGEN HAVE INITIATED.

Allegations: UNSUITABLE INVESTMENTS, UNAUTHORIZED PRIVATE SECURITIES TRANSACTION. Status: Final Sanction Detail: WITHOUT ADMITTING THE ALLEGATIONS THE RESPONDENTS, JOINTLY AND SEVERALLY, PAID A FINE OF $5000.00.

Allegations: NASD RULES 2110, 3010(B) - THE FIRM FAILED TO ADOPT AND MAINTAIN WRITTEN SUPERVISORY PROCEDURES REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH APPLICABLE RULES AND REGULATIONS RELATING TO PRIVATE OFFERIGNS OF SECURITIES. Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE FINDINGS, BERTHEL FISHER & COMPANY FINANCIAL SERVICES, INC. CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS, THEREFORE THE FIRM IS CENSURED AND FINED $15,000.00

Allegations: SEC RULE 17A-3(A)(6), FINRA RULES 2010, 6730(A)(6): THE FIRM FAILED TO REPORT TO THE TRADE REPORTING AND COMPLIANCE ENGINE (TRACE) THE CORRECT TIME OF TRADE EXECUTION FOR CERTIAN TRANSACTIONS IN TRACE-ELIGIBLE SECURITIES. THE FIRM IS REQUIRED TO SHOW THE CORRECT TIME OF EXECUTION ON THE MEMORANDUM OF BROKERAGE ORDERS, BUT THE FIRM FAILED TO SHOW THE CORRECT EXECUTION TIME ON THE MEMORANDUM OF BROKERAGE ORDERS FOR SECURITIES TRANSACTIONS. Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS, THEREFORE THE FIRM IS CENSURED AND FINED $12,500.00.

Allegations: FINRA ALLEGED THAT APPLICANT DID NOT PROPERLY(I)RETAIN CERTAIN EMAILS AS REQUIRED; (II) SUPERVISE A BRANCH OFFICE;(III)SUPERVISE THE SALE OF CERTAIN ALTERNATIVE INVESTMENTS SUCH AS NON-TRADED REITS AND (IV)SUPERVISE THE SALE OF AND PROPERLY TRAIN ITS SALES FORCE IN THE SALE OF NONTRADITIONAL ETF'S. Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS. THE FIRM IS CENSURED AND FINED $675,000, WHICH WAS PAID ON 12/31/2013. THE FIRM IS ORDERED TO PAY A TOTAL OF $13,292.53 IN RESTITUTION TO 8 CUSTOMERS. WITHIN 90 DAYS OF THE AWC, THE FIRM MUST RETAIN AN INDEPENDENT CONSULTANT ACCEPTABLE TO FINRA, TO CONDUCT A COMPREHENSIVE REVIEW OF THE FIRM'S POLICIES, SYSTEMS AND PROCEDURES AND TRAINING RELATED TO THE SALES/SUITABILILTY REVIEW OF ALTERNATIVE INVESTMENT TRANSACTIONS. Summary: THE EMAIL RETENTION PROBLEM WAS CAUSED BY A VENDOR'S ADMITTED FAILURE TO RETAIN SOME, BUT NOT ALL EMAILS DURING A PERIOD OF TIME. THE FIRM CONSENTED TO THE PROPOSED FINDINGS IN PART TO AVOID THE COST AND UNCERTAINTY OF LITIGATION.

Allegations: NO ALLEGATIONS AT THIS TIME, NASD HAS REQUESTED INFORMATION REGARDING WHETHER CERTAIN ADVERTISEMENTS HAD BEEN APPROVED. Status: Pending Summary: NO ACTION TAKEN.

Allegations: NASD ALLEGED THE FIRM FAILED TO MAINTAIN ADEQUATE REQUIRED NET CAPITAL. THE FIRM HAS AGREED TO EXECUTE AN AWC WHICH IS SUBMITTED TO DISTRICT 4 BUSINESS CONDUCT COMMITTEE. Status: Final Sanction Detail: $2500 FINE AND TAKE CORRECTIVE MEASURES WHICH APPLICANT HAS COMPLETED. Summary: NASD ALLEGED APPLICANT TO MAINTAIN ADEQUATE MINIMUM REQUIRED NET CAPITAL. APPLICANT AGRED TO EXECUTE AN AWC.

Allegations: LACK OF SUPERVISION Status: Final Sanction Detail: WITHOUT ADMITTING THE ALLEGATIONS, THE FIRM PAID A FINE OF $7,500. Summary: LACK OF SUPERVISION.

Allegations: FAILED TO REPORT VARIOUS WRITTEN CUSTOMER COMPLAINTS AS REQUIRED BY NASD CONDUCT RULE 3070 AND IN SOME ISNTANCES FAILED TO FILE AMENDED U4/U5 FOR INDIVIDUALS SUBJECT TO THE COMPLAINT. Status: Final Sanction Detail: AS A RESULT OF THE EXECUTION OF AN AWC, THE FIRM CONSENTED TO THE IMPOSITION OF A CENSURE AND A $10,000 FINE BY THE NASD. Summary: THE FIRM FAILED TO REPORT VARIOUS WRITTEN CUSTOMER COMPLAINTS AS REQUIRED BY NASD CONDUCT RULE 3070 AND IN SOME OF THE INSTANCES ALSO FAILED TO FILE AMENDED U4/U5 FOR THE INDIVIDUAL(S)SUBJECT TO THE COMPLAINT.

Allegations: CONTRAVENING NASD MARK-UP POLICY. Status: Final Sanction Detail: WITHOUT ADMITTING THE ALLEGATIONS, RESPONDENT PAID A FINE OF $7500.00

Allegations: FINRA ALLEGATIONS INCLUDE: VIOLATION OF FINRA RULES 2111 AND 2010 (UNSUITABLE UIT RECOMMENDATIONS); VIOLATIONS OF NASD CONDUCT RULE 3010 AND FINRA RULES 3110 AND 2010. Status: Final Sanction Detail: THE FIRM WAS CENSURED, FINED $225,000, ORDERED TO PAY THE TOTAL AMOUNT OF $117,315.41, PLUS INTEREST, IN RESTITUTION TO CUSTOMERS, ORDERED TO DISGORGE THE TOTAL AMOUNT OF $299,471.73 OF CONCESSIONS RECEIVED TO FINRA, AND REQUIRED TO RETAIN AN INDEPENDENT CONSULTANT TO CONDUCT A COMPREHENSIVE REVIEW OF THE ADEQUACY OF THE FIRM'S POLICIES, SYSTEMS AND PROCEDURES (WRITTEN AND OTHERWISE) AND TRAINING RELATING TO ALL PRODUCTS THAT IT OFFERS TO CUSTOMERS, INCLUDING BUT NOT LIMITED TO UITS AND MUTUAL FUNDS. FINE PAID IN FULL ON JANUARY 27,2022. Summary: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS OR FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT THE FIRM FAILED TO PREVENT A RR FROM EFFECTING A PATTERN OF UNSUITABILITY TRADING OF UNIT INVESTMENT TRUSTS (UITS) TO 12 CUSTOMERS FROM 2013-2014; AND THAT THE FIRM'S SUPERVISORY SYSTEM WAS NOT REASONABLY DESIGNED TO ENSURE THAT THE FIRM'S UIT AND MUTUAL FUND CUSTOMERS RECEIVED ALL SALES CHARGE DISCOUNTS TO WHICH THEY WERE ENTITLED FROM 2010-2014. THE FIRM HAS OR WILL PROVIDE RESTITUTION TO THE AFFECTED CUSTOMERS. THE FIRM CONSENTED TO THE SETTLEMENT ORDER IN PART TO AVOID THE COST AND UNCERTAINTY OF LITIGATION.

Allegations: THE FIRM FAILED TO ADEQUATELY SUPERVISE ITS AGENTS TO PREVENT THE AGENTS FROM SHARING TRANSACTIONAL-BASED COMPENSATION WITH A PERSON WHO WAS NOT REGISTERED AS A BROKER-DEALER OR AN AGENT. Status: Final Sanction Detail: $5000.00 FINE TO BE PAID BY THE FIRM NO LATER THAN 1/7/2008. Summary: THE FIRM NEITHER ADMITS NOR DENIES THE ALLEGATIONS MADE BY THE NEBRASKA DEPARTMENT OF BANKING & FINANCE BUT AGREES TO THE TERMS OF THE CONSENT ORDER.

Allegations: ALLEGES THAT THE FIRM FAILED TO SUPERVISE BROKER IN SALE OF UNSUITABLE SECURITIES. Status: Final Sanction Detail: ORDER WAS DISMISSED AND VACATED Summary: ORDER WAS DISMISSED AND VACATED BY INDIANA SECURITIES

Allegations: ALLEGED THAT VARIABLE ANNUITIES SOLD BY REGISTERED REPRESENTATIVE WERE UNSUITABLE FOR CUSTOMERS DUE TO AGE. Status: Final Sanction Detail: ALLEGED THAT VARIABLE ANNUITIES SOLD BY REGISTERED REPRESENTATIVE WERE UNSUITABLE FOR CUSTOMERS DUE TO AGE. PAID $4000.00 FINE. Summary: CLIENT COMPLAINED THAT VARIABLE ANNUITIES SOLD TO THEM WERE UNSUITABLE BUT REGISTERED REPRESENTATIVE & BROKER DEALER BELIEVE UNDER THE CIRCUMSTANCES FOR THE CLIENTS IT WAS. PARTIES NEGOTIATED SETTLEMENT TO RESOLVE THE MATTER.

Allegations: RESPONDENT FAILED TO SUPERVISE REGISTERED REPRESENTATIVE IN THAT REGISTERED REPRESENTATIVE WAS ALLOWED TO EFFECT TRANSACTIONS IN SECURITIES FOR WHICH HE WAS NOT LICENSED. Status: Final Sanction Detail: RESPONDENT FAILED TO SUPERVISE REGISTERED REPRESENTATIVE IN THAT REGISTERED REPRESENTATIVE WAS ALLOWED TO EFFECT TRANSACTIONS IN SECURITIES FOR WHICH HE WAS NOT LICENSED. PAID FINE OF $10,000. Summary: SERIES 6 LICENSED REGISTERED REPRESENTATIVE WAS INADVERTENTLY ALLOWED TO SELL A PRODUCT WHICH REQUIRED A SERIES 7 LICENSE IN THE STATE OF MINNESOTA.

Allegations: FAILURE TO DISCLOSE TWO CONSUMER INITIATED COMPLAINTS ON REGISTERED REPRESENTATIVES U4 FORMS Status: Final Sanction Detail: BERTHEL FISHER AMENDED REGISTERED REP'S U4 FORM DISCLOSING THE TWO CUSTOMER COMPLAINTS AND PAID $2000.00 TO THE MISSOURI SECRETARY OF STATE'S INVESTOR EDUCATION FUND.

Allegations: ALLEDGED APPLICANT FAILED TO SUPERVISE RR IN THE SALE OF SECURITIES IN INDIANA WHICH WERE UNSUITABLE. Status: Final Sanction Detail: RESTITUTION WAS PROVIDED BY BERTHEL FISHER & COMPANY FINANCIAL SERVICES, INC TO THE INVESTORS. THE COMPLAINT AND ORDER WERE DISMISSED FOLLOWING THE EXECUTION OF A CONSENT AGREEMENT. Summary: SETTLEMENT AGREEMENT AND FULL RELEASE WERE SIGNED BETWEEN CLAIMANT AND RESPONDENT. SETTLEMENT CHECK WAS SENT ON APRIL 5, 2002.

Allegations: FAILED TO SUPERVISE PROPERLY THE ACTIVITIES OF AGENT. Status: Final Sanction Detail: CHECK PAID JUNE 13, 2003 IN THE AMOUNT OF $10,000.00. SIGNED CONSENT TO ENTRY OF ORDER. NO PORTION WAS LEVIED AGAINST THE SUBJECT AND NO PORTION OF PENALTY WAS WAIVED.

Allegations: FAILED TO PROPERLY SUPERVISE THE ACTIVITIES OF AGENT. Status: Final Sanction Detail: SUBJECT SIGNED CONSENT TO ENTRY OF ORDER JULY 2003 AND PAID A FINE IN THE AMOUNT OF 12,303.27 ON OCTOBER 14, 2003.

Allegations: REGISTERED REPRESENTATIVE OF THE APPLICANT HAD A CLIENT ALLEGING THE SALE OF A VARIABLE ANNUITY WAS UNSUITABLE. Status: Final Sanction Detail: $4000.00 LEVIED AGAINST APPLICANT AND REPRESENTATIVE PAID ON 10/16/2003.

Allegations: STATE ALLEGES A BRANCH OFFICE OF THE DEALER WASN'T PROPERLY SUPERVISED IN THAT IT DID NOT MAINTAIN PROPER CORRESPONDENCE FILES OR ADVERTISING FILES. ADDITIONALLY THE FIRM DID NOT APPROVE CLIENT SUTIABILITY DOCUMENTS BUT PERMITTED TRADES FOR CLIENTS BASED ON NON-APPROVED SUITABILITY DOCUMENTS. THE DEALER'S BRANCH MANAGER FAILED TO ACKNOWLEDGE THAT HE HAD ANY SUPERVISORY AUTHORITY OR RESPONSIBILITY WITH RESPECT TO THE BRANCH. DEALER AND AGENT DID NOT PROPERLY DISCLOSE REQUIRED ITEMS ON THE CRD SYSTEM, INCLUDING A CUSTOMER COMPLAINT WHICH WAS OMITTED FROM THE AGENT'S U4. Status: Final Sanction Detail: $20,000.00 CIVIL PENALTY ASSESSED AGAINST THE FIRM AND LAWRENCE WARREN. THE PENALTY WAS PAID ON 07/22/2004 BY THE FIRM.

Allegations: ACTING AS AN UNREGISTERED BROKER/DEALER. Status: Final Sanction Detail: RESPONDENT PAID ADMINISTRATIVE COSTS OF $500.00. THE COMPANY'S REGISTRATION WAS APPROVED THE DATE OF THE CONSENT ORDER.

Allegations: JEFFREY PAUL DRAGON, AGENT OF BERTHEL FISHER, BETWEEN 2010-2014, ENGAGED IN NUMEROUS VIOLATIONS OF NH SECURITIES LAWS BY MAKING UNSUITABLE INVESTMENT RECOMMENDATIONS IN UNIT INVESTMENT TRUSTS WITH 11 NEW HAMPSHIRE CLIENTS. CERTAIN DEFICIENCIES IN BERTHEL FISHER'S SUPERVISION OF ITS AGENTS PERMITTED THE AGENT TO MAKE SUCH RECOMMENDATIONS. Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE FACTS OR ALLEGATIONS CONTAINED HEREIN, BERTHEL FISHER & COMPANY FINANCIAL SERVICES, INC. CONSENTS TO THE FOLLOWING UNDERTAKINGS AND SANCTIONS: ADMINISTRATIVE FINE: $250,000 RESTITUTION: $115,407.25 INVESTIGATION COSTS: $50,000 TOTAL: $415,407.25 CEASE AND DESIST FROM FAILING TO REASONABLY SUPERVISE CUSTOMER RECOMMENDATIONS REGARDING UITS AND CEASE AND DESIST FROM FURTHER VIOLATIONS OF NEW HAMPSHIRE SECURITIES LAW.

Allegations: THESE PROCEEDINGS ARISE OUT OF BREACHES OF FIDUCIARY DUTY BY BFC PLANNING, INC. ("BFC"), A REGISTERED INVESTMENT ADVISER, IN CONNECTION WITH ITS MUTUAL FUND SHARE CLASS SELECTION PRACTICES THAT RESULTED IN RECEIPT BY ITS AFFILIATE BERTHEL FISHER & COMPANY FINANCIAL SERVICES, INC. ("BFCFS"), A DUALLY REGISTERED BROKER-DEALER AND REGISTERED INVESTMENT ADVISER, OF TWO TYPES OF FEES FROM BFC'S ADVISORY CLIENTS' INVESTMENTS AT TIMES FROM JANUARY 2014 THROUGH MARCH 2018. THESE FEES INCLUDED: (1) FEES BFCFS RECEIVED WHEN BFC PURCHASED, RECOMMENDED, OR HELD FOR BFC'S ADVISORY CLIENTS MUTUAL FUND SHARE CLASSES THAT PAID FEES PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 ("12B-1 FEES") INSTEAD OF LOWER-COST AVAILABLE SHARE CLASSES OF THE SAME FUNDS THAT DID NOT CHARGE THESE FEES; AND (2) FEES BFCFS RECEIVED FROM ITS UNAFFILIATED CLEARING BROKER AS A RESULT OF BFC'S ADVISORY CLIENTS' UNINVESTED CASH BEING SWEPT INTO SHARE CLASSES OF CERTAIN MONEY MARKET MUTUAL FUNDS ("MONEY MARKET FUNDS") INSTEAD OF LOWER-COST SHARE CLASSES OF THE SAME MONEY MARKET FUNDS THAT DID NOT RESULT IN THE PAYMENT OF FEES TO BFCFS THAT WERE AVAILABLE TO CLIENTS. Status: Final Sanction Detail: BFC SHALL PAY DISGORGEMENT OF $103,001.97 AND PREJUDGMENT INTEREST OF $17,810.72. BFC SHALL PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF $185,000 WITHIN TEN (10) DAYS OF THE ENTRY OF THIS ORDER. BFC SHALL PAY $120,812.69, REPRESENTING THE FULL AMOUNT OF DISGORGEMENT AND PREJUDGMENT INTEREST, AND SHALL PAY $61,666.66 OF THE CIVIL PENALTY AMOUNT WITHIN 90 DAYS OF THE ORDER, $61,666.67 OF THE CIVIL PENALTY AMOUNT WITHIN 180 DAYS OF THE ENTRY OF THE ORDER, AND $61,666.67 OF THE CIVIL PENALTY AMOUNT WITHIN 270 DAYS OF THE ENTRY OF THE ORDER, PLUS ALL ACCRUED INTEREST.

Allegations: ALLEDGED THAT APPLICANT FAILED TO ADEQUATELY SUPERVISE TWO REGISTERED REPRESENTATIVES IN RELATION TO REG T EXTENSIONS AND ALLEDGED UNAUTHORIZED TRADES OF CUSTOMERS. Status: Final Sanction Detail: APPLICANT HAS PAID THE $7500.00 FINE.

Allegations: NASD CONDUCT RULES 3010(A), 2110 - BERTHEL FISHER & COMPANY FIANCIAL SERVICES, INC., ACTING THROUGH A REGISTERED OPTIONS PRINCIPAL, FAILED TO ADEQUATELY SUPERVISE A REGISTERED REPRESENTATIVE BY ALLOWING HIM TO RECOMMEND AND EXECUTE OPTIONS TRANSACTIONS WHEN HE KNEW OR SHOULD HAVE KNOW THAT THESE TRANSACTIONS WERE UNSUITABLE FOR CUSTOMERS. Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, BERTHEL FISHER & COMPANY FINANCIAL SERVICES, INC. CONSENTED TO THE DESCRIBED SANCTION AND TO THE ENTRY OF FINDINGS THEREFORE, THE FRIM IS FINED $10,000, JOINTLY AND SERVERALLY. Summary: SHORTLY AFTER THE REGISTERED REP BECAME ASSOCIATED WITH BFCFS, THE FIRM PROHIBITED THE REP FROM RECOMMENDING CALENDAR SPREAD TRANSACTIONS (AN OPTIONS STRATEGY THE REP HAD APPARENTLY REOMMENDED TO SOME OF HIS CLIENTS). THE REP WAS VERBALLY ADVISED OF THIS PROHIBITIONS, AND ABIDED BY IT THEREAFTER. IN ITS CONFIRMING LETTER, HOWEVER, BFCFS INADVERTENTLY WROTE THAT THE REP WAS PROHIBITED FROM RECOMMENDING ANY OPTIONS TRANSACTIONS. IT WAS NEVER INTENDED THAT THE REP WOULD BE PROHIBITED FROM RECOMMENDING OPTIONS TRANSACTIONS OTHER THAN CALENDAR SPREADS.

Allegations: SEC RULE 17A-3, NASD RULES 3110, 6230(A), 6230(C)(8) - BERTHEL, FISHER & COMPANY FINANCIAL SERVICES FAILED TO RECORD THE CORRECT TIME OF TRADE EXECUTION FOR TRANSACTIONS IN TRADE REPORTING AND COMPLIANCE ENGINE (TRACE)-ELIGIBLE SECURITIES: THE FIRM FAILED TO REPORT TO TRACE TRANSACTIONS WITHIN 15 MINUTES OF THE TIME OF EXECUTION; THE FIRM FAILED TO REPORT TO TRACE THE CORRECT TIME OF EXECUTION FOR TRANSACTIONS; AND THE FIRM FAILED TO ENTER THE CORRECT EXECUTION TIMES FOR TRADES INTO THE TRADE ENTRY SYSTEM THAT PROCESSES ITS ELECTRONIC ORDER TICKETS. Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE FINDINGS, BERTHEL FISHER & COMPANY FINANCIAL SERVICES, INC. CONSENTED TO THE DESCRIBED SANCTION AND TO THE ENTRY OF FINDINGS; THEREFORE, THE FIRM IS FINED $5,000.

Allegations: APPLICANT FAILED TO REPORT VARIOUS WRITTEN CUSTOMER COMPLAINTS AS REQUIRED BY NASD CONDUCT RULE 3070 AND IN SOME OF THE INSTANCES ALSO FAILED TO FILE AMENDED FORM U-4S AND/OR U-5S FOR THE INDIVIDUALS SUBJECT TO THE COMPLAINT. Status: Final Sanction Detail: N/A Summary: AS A RESULT OF EXECUTION OF AN AWC, APPLICANT CONSENTED TO THE IMPOSITION OF A CENSURE AND A FINE OF $10,000.00 BY THE NASD.

Allegations: WHETHER THE FIRM MAY HAVE VIOLATED SUITABILITY REQUIREMENTS BY NOT PROPERLY DETERMINING SUITABILITY OF SOME REAL ESTATE TICS AND FUNDS INVESTMENTS. Status: Final Sanction Detail: UP TO $69,000.00. Summary: THE STATE ISSUED A CONSENT ORDER REGARDING THE SALES OF REAL ESTATE TICS AND FUNDS TO CERTAIN SOUTH DAKOTA RESIDENTS. UNDER THE CONSENT ORDER THE FIRM WILL PAY UP TO $69,000.00 PRO RATA TO THOSE AFFECTED RESIDENTS WHO PROVIDE FULL RELEASES.

Allegations: STATE ALLEGES A REPRESENTATIVE OF THE DEALER ENGAGED IN UNSUITABLE TRADING REGARDING VARIABLE ANNUITIES. THE REPRESENTATIVE USED ADVERTISING THAT HAD NOT BEEN APPROVED BY THE DEALER. THE DEALER DID NOT PROPERLY SUPERVISE THE ACTIVITIES DESCRIBED ABOVE. Status: Final Sanction Detail: $8,000.00 CIVIL PENALTY ASSESSED AGAINST THE FIRM AND TIMOTHY HAYDEN. THE PENALTY WAS PAID ON 09/22/2006 BY THE FIRM Summary: THE RESPONDENTS NEITHER ADMIT NOR DENY THE FACTUAL DETERMINATIONS OF THE COMMISSIONER, AS SET FORTH IN THE FOREGOING CONSENT ORDER.

Allegations: FIRM FAILED TO SUPERVISE A FORMER REGISTERED REPRESENTATIVE IN HIS PRIVATE SECURITIES AND ANNUITIES TRANSACTIONS WHILE EMPLOYED BY THE FIRM Status: Final Sanction Detail: $50,000 IN CIVIL PENALTIES, $152,969.14 IN RESTITUTION TO CLIENTS, $15,000 TO STATE INVESTOR EDUCATION & PROTECTION FUND AND $12,500 FOR COST OF INVESTIGATION. Summary: THE FIRM NEITHER ADMITS NOR DENIES THE ALLEGATIONS MADE BY THE DIVISION OF SECURITIES OF THE STATE OF MISSOURI BUT AGREES TO THE TERMS OF THE CONSENT ORDER.

Allegations: THE ENFORCEMENT SECTION OF THE MISSOURI SECURITIES DIVISION ALLEGES THAT BERTHEL FISHER & COMPANY FINANCIAL SERVICES, INC., THROUGH A REGISTERED REPRESENTATIVE OF RESPONDENT, VIOLATED SECTION 409.3-301, RSMO. (CUM. SUPP. 2009) BY OFFERING TO SELL UNREGISTERED SECURITIES. THE ENFORCEMENT SECTION CONTENDS THE SOURCE OF THE ALLEGATION IS AN ARTICLE PUBLISHED IN THE ST. LOUIS BUSINESS JOURNAL ON NOVEMBER 19, 2010. Status: Final Sanction Detail: RESPONDENT SHALL PAY TO THE MISSOURI SECRETARY OF STATE'S INVESTOR EDUCATION AND PROTECTION FUND THE SUM OF $5,000. BEFORE SELLING SECURITIES TO A MISSOURI RESIDENT AND UNTIL MAY 19, 2011, THE RESPONDENT MUST REQUIRE EACH OFFEREE OF THE SECURITIES OFFERED TO SIGN AN ACKNOWLEDGMENT BEFORE THE PURCHASE THAT THE OFFEREE DID NOT LEARN ABOUT RESPONDENT'S OFFERING AS A RESULT OF THE NOVEMBER 19TH ARTICLE. UNTIL MAY 19, 2011, THE RESPONDENT MUST REFUSE TO OFFER OR SELL TO ANYONE WHO CAME TO THE OFFERING AS A RESULT OF THE NOVEMBER 19TH ARTICLE. RESPONDENT SHALL PAY ITS OWN COST AND ATTORNEY'S FEES WITH RESPECT TO THIS MATTER. THE FINE WAS PAID BY THE RESPONDENT ON MAY 5, 2011. Summary: RESPONDENT NEITHER ADMITS NOR DENIES THE ALLEGATIONS MADE BUT CONSENTS TO THE FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER SOLELY FOR THE PURPOSES OF RESOLVING THE PROCEEDINGS.

Allegations: FAILED TO REASONABLY TRAIN A REGISTERED AGENT IN MISSOURI, WHO SOLD UNSUITABLE SECURITIES TO A MISSOURI RESIDENT Status: Final Sanction Detail: $80,000.00