Stephen V. Burns

SECURITIES EXCHANGE ACT OF 1934
Release No. 43578 / November 17, 2000

INVESTMENT ADVISERS ACT OF 1940
Release No. 1910 / November 17, 2000

ADMINISTRATIVE PROCEEDING
File No. 3-10367

I.

The Securities and Exchange Commission (the "Commission") deems it appropriate in the public interest and for the protection of investors to institute a public administrative proceeding pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act") and Section 203(f) of the Investment Advisers Act of 1940 ("Advisers Act") against Stephen V. Burns ("Burns").

In anticipation of the institution of this proceeding, Burns has submitted an Offer of Settlement (the "Offer"), which the Commission has determined to accept. Solely for the purpose of this proceeding and any other proceedings brought by or on behalf of the Commission or to which the Commission is a party, and without admitting or denying the Commission's findings, except the Commission's jurisdiction over him and over the subject matter of this proceeding and the entry of a Final Judgment of Permanent Injunction and Other Relief against him as set forth in paragraph III.B., Burns consents to the entry of this Order Instituting Public Administrative Proceeding, Making Findings and Imposing Sanctions Pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 1940 ("Order").

ACCORDINGLY, IT IS ORDERED that a public administrative proceeding pursuant to Sections 15(b) and 19(h) of the Exchange Act and Section 203(f) of the Advisers Act be, and hereby is, instituted.

On the basis of this Order and the Offer submitted by Burns, the Commission finds that:

A. Burns, 40, served as the general partner and manager of Trading Company of the Rockies, LP ("Trading Company") from at least February 1994 until June 10, 1998. Between February 1994 and June 10, 1998, Burns controlled all of Trading Company's operations. From August 1995 until May 1998, Burns was associated with various broker-dealers. During the relevant time period, Burns was associated with an investment adviser. On March 24, 1999, Burns was fined $25,000 and barred by NASD Regulation Inc. for failing to respond to its requests to provide documents and testimony.

B. On October 5, 2000, the United States District Court for the Central District of California, in the case of Securities and Exchange Commission v. Stephen V. Burns (00-10526 NM (RNBx)), entered a Final Judgment of Permanent Injunction and Other Relief against Burns, enjoining him from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the Advisers Act. The Court also ordered that Burns pay disgorgement of $828,333, plus prejudgment interest. However, the Court waived payment of disgorgement and prejudgment interest, and did not impose a civil penalty, based on Burns' demonstrated inability to pay.

C. The Commission's complaint in the action referenced in paragraph III.B. alleged that from February 1994 until May 1998, Trading Company and Burns offered and sold limited partnership interests in Trading Company to investors when no registration statement had been filed or was in effect as to such securities. In connection with the offers and sales of interests in Trading Company, Burns misrepresented the trading strategy he would and did implement, telling investors he would engage in a very conservative strategy while actually engaging in a much more risky, and highly leveraged, approach. In addition, each month Burns sent account statements to the individual investors in Trading Company which misrepresented both their individual return and the performance of the partnership overall. Finally, Burns misappropriated more than $800,000 of Trading Company funds for his own personal uses, including to repay prior personal indebtedness and to cover losses in his own trading account.

In view of the foregoing, the Commission deems it appropriate and in the public interest to accept the offer submitted by Burns and to impose the sanctions specified in the Offer.

ACCORDINGLY, IT IS HEREBY ORDERED that Burns be, and hereby is, barred from association with any broker, dealer, or investment adviser.

By the Commission.

Jonathan G. Katz
Secretary