Robert I. Spruill

SECURITIES EXCHANGE ACT OF 1934
Release No. 48418 / August 29, 2003

ADMINISTRATIVE PROCEEDING
File No. 3-11237

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") against Robert I. Spruill ("Spruill" or "Respondent").

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement (the "Offer") which the Commission has determined to accept. Solely for the purpose of these proceedings 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 findings herein, except as to the Commission's jurisdiction over him and the subject matter of these proceedings, and the findings contained in Section III.2 below, which are admitted, Respondent consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions ("Order"), as set forth below.

III.

On the basis of this Order and Respondent's Offer, the Commission finds that:

1. During the relevant period, Spruill was associated as a registered representative with two broker-dealers: Lintz Glover White & Co., from July 1996 to January 1998; and Value Investing Partners, Inc., from January 1998 to June 1999. Spruill has held Series 7 and 63 licenses.

2. On August 19, 2003, a final judgment was entered by consent against Spruill, permanently enjoining him from future violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 in a civil action entitled Securities and Exchange Commission v. Alan Brian Bond et al., 99 Civ. 12092 (RO), in the United States District Court for the Southern District of New York.

3. The Commission's complaint alleged that Spruill participated in a kickback scheme perpetrated by Alan Brian Bond ("Bond"), the principal of a registered investment adviser.¹ The Commission's complaint alleged that Bond used the two brokerage firms with which Spruill was associated to execute over-the-counter trades on behalf of his advisory clients and dictated to those firms the amount of mark-up on each transaction. The brokerage firms then paid $9,343,577 of the markups to Spruill, who kicked back $6,218,975 to Bond, and kept $3,124,602 for himself.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in Respondent Spruill's Offer.

Accordingly, it is hereby ORDERED:

Pursuant to Section 15(b)(6) of the Exchange Act, Respondent Spruill be, and hereby is barred from association with any broker or dealer.

Any reapplication for association by the Respondent will be subject to the applicable laws and regulations governing the reentry process, and reentry may be conditioned upon a number of factors, including, but not limited to, the satisfaction of any or all of the following: (a) any disgorgement ordered against the Respondent, whether or not the Commission has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the conduct that served as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a customer, whether or not related to the conduct that served as the basis for the Commission order; and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct that served as the basis for the Commission order.

For the Commission, by its Secretary, pursuant to delegated authority.

¹ Bond is also a defendant in the injunctive action. Securities and Exchange Commission v. Alan Brian Bond et al., 99 Civ. 12092 (RO) (S.D.N.Y.). See Litigation Rel. Nos. 16394 (December 16, 1999), 1999 SEC LEXIS 2665; 17099 (August 10, 2001), 2001 SEC LEXIS 1623; 17266 (December 12, 2001), 2001 SEC LEXIS 2573; and 17560 (June 12, 2002), 2002 SEC LEXIS 1518.