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U.S. Securities and Exchange Commission

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 45186 / December 21, 2001

INVESTMENT ADVISERS ACT OF 1940
Release No. 2004 / December 21, 2001

ADMINISTRATIVE PROCEEDING
File No. 3-10660


In the Matter of

JAMES D. COOPER, III,

Respondent.


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ORDER INSTITUTING PUBLIC ADMINISTRATIVE PROCEEDINGS PURSUANT TO SECTION 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SECTION 203(f) OF THE INVESTMENT ADVISERS ACT OF 1940, MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS

I.

The Securities and Exchange Commission (Commission) deems it appropriate and in the public interest that public administrative proceedings be and hereby are instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 (Exchange Act) and Section 203(f) of the Investment Advisers Act of 1940 (Advisers Act), against James D. Cooper, III (Cooper).

In anticipation of the institution of these proceedings, Cooper has submitted an Offer of Settlement to the Commission, which the Commission has determined to accept. Solely for the purposes of these proceedings and any other proceedings brought by or on behalf of the Commission or in which the Commission is a party and without admitting or denying the findings contained herein, except as to entry of the injunction and criminal conviction as described below and the Commission's jurisdiction over him and over the subject matter of this proceeding, which are admitted, Cooper consents to the institution of public administrative proceedings, and the findings and remedial sanctions set forth below.

II.

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

  1. During the relevant period, Cooper, age 40, was a resident of Barrington, Illinois. Cooper is currently an inmate at the Federal Penitentiary Center in Duluth, Minnesota.

  2. From approximately 1983 to 1996, Cooper was acting as an unregistered broker-dealer. From approximately 1988 to November 1996, Cooper was an officer and shareholder of a registered investment adviser.

  3. On May 20, 1999, in the case of United States of America v. James D. Cooper, III (98 CR 902), United States District Court for the Northern District of Illinois, Cooper was convicted, pursuant to his guilty plea, of one count of mail fraud (18 U.S.C. §1341) based in part on Cooper's misappropriation of investor funds described below.

  4. On September 29, 2000, the Commission filed a Complaint in the United States District Court for the Northern District of Illinois against Cooper and others captioned SEC v. Lawrence B. Irwin, James D. Cooper, III and Burton Financial Management Associates, Inc. (00 C-5996). The Commission's complaint alleges that from 1988 to November 1996, Cooper engaged in a scheme to defraud whereby he misappropriated approximately $2.3 million from approximately fifteen of his accounting clients for his personal use by, among other things, falsely representing that he would invest their money in securities. The Complaint also alleges that from at least 1983 to 1996, Cooper and others made misrepresentations and omissions of material fact to investors regarding the nature and use of investor funds in the offer and sale of certain real estate limited partnerships. The Complaint also alleges that Cooper, in the course of marketing these securities, acted as an unregistered broker-dealer.

  5. On December 4, 2000, in SEC v. Irwin, et al., the Honorable Joan B. Gottschall entered an order enjoining Cooper from future violations of Section 17(a) of the Securities Act of 1933 and Sections 10(b), 15(a), and 15(c) of the Exchange Act and Rules 10b-5 and 15c1-2 promulgated thereunder. Cooper, without admitting or denying the allegations in the Complaint, consented to Judge Gottschall's Order.

III.

In view of the foregoing, the Commission deems it appropriate and in the public interest to accept the Offer of Settlement of James D. Cooper, III.

Accordingly, IT IS ORDERED that Respondent James D. Cooper, III is barred from association with any broker, dealer or investment adviser.

By the Commission.

Jonathan G. Katz
Secretary


http://www.sec.gov/litigation/admin/34-45186.htm


Modified: 01/29/2002