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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. 50014 / July 14, 2004

INVESTMENT ADVISERS ACT OF 1940
Release No. 2264 / July 14, 2004

Admin. Proc. File No. 3-11547


In the Matter of

DONALD F. CHAMBERLIN and DAVID N. CHAMBERLIN,

Respondents.



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ORDER INSTITUTING 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 Donald F. Chamberlin ("Donald Chamberlin") and David N. Chamberlin ("David Chamberlin") (hereinafter, collectively "Respondents").

II.

In anticipation of the institution of these proceedings, Respondents have submitted Offers of Settlement ("Offers"), 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 them and the subject matter of these proceedings, and the findings contained in Section III.2. below, which are admitted, Respondents consent to the entry of this Order Instituting 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 ("Order"), as set forth below.

III.

On the basis of this Order and Respondents' Offers, the Commission finds that:

1. Asset Timing d/b/a Shore Harbour Capital Management ("Shore Harbour") was registered with the Commission as an investment adviser from January 30, 1978 through January 1, 2002. On January 1, 2002, Shore Harbour ceased operations and became defunct. At this time, Shore Harbour's registration lapsed and its assets under management fell below the statutory amount required for registration with the Commission.

2. On June 22, 2004, in the case of SEC v. Donald F. Chamberlin and David N. Chamberlin, No. 03-74983, U.S. District Judge Nancy G. Edmunds for the Eastern District of Michigan, entered a Partial Final Judgment and Order of Permanent Injunction against Donald Chamberlin and David Chamberlin, pursuant to their consents and without Donald Chamberlin and David Chamberlin admitting or denying the allegations in the Commission's Complaint, except as to personal and subject matter jurisdiction which they admitted, enjoining Donald Chamberlin from violating Sections 5(a), 5(c), 17(a)(1), 17(a)(2) and 17(a)(3) of the Securities Act of 1933 ("Securities Act"); Sections10(b), 15(a)(1) of the Exchange Act and Rule 10b-5 promulgated thereunder; and Sections 206(1) and 206(2) of the Advisers Act and enjoining David Chamberlin from violating Sections10(b), 15(a)(1) of the Exchange Act and Rule 10b-5 promulgated thereunder; and Sections 206(1) and 206(2) of the Advisers Act.

3. The complaint alleged that from approximately July 1997 through approximately August 2000, Donald Chamberlin and Shore Harbour, with substantial assistance from David Chamberlin, offered and sold investments in two fraudulent prime bank schemes, resulting in primary and secondary violations of the registration and antifraud provisions of the federal securities laws. The complaint also alleged that Donald Chamberlin sold unregistered securities and acted as an unregistered broker-dealer.

4. The complaint further alleged that from 1978 to December 1999, Donald Chamberlin was the Chairman and sole shareholder of Shore Harbour, an investment adviser registered with the Commission. During this time period, Donald Chamberlin provided advisory services to clients. In December 1999, Donald Chamberlin transferred a 15% interest in Shore Harbour to David Chamberlin and in January 2000, Donald Chamberlin transferred an additional 15% interest in Shore Harbour to David Chamberlin. In July 2000, Donald Chamberlin resigned as Chairman and transferred the remaining 70% interest in Shore Harbour to his wife. After the transfer, Donald Chamberlin continued to provide "consulting services" to Shore Harbour. Donald Chamberlin, 67 years old, is a resident of Grosse Pointe, Michigan.

5. The complaint further alleged that from July 1997 through August 2000, David Chamberlin was the Director of Operations for Shore Harbour and he was the President of Shore Harbour from August 2000 through January 1, 2002. In December 1999, David Chamberlin received a 15% interest in Shore Harbour from Donald Chamberlin and in January 2000, David Chamberlin received an additional 15% interest in Shore Harbour from Donald Chamberlin. David Chamberlin, age 38, is a resident of Grosse Pointe Farms, Michigan.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions agreed to in Donald Chamberlin and David Chamberlin's Offers.

Accordingly, it is hereby ORDERED:

Pursuant to Section 15(b)(6) of the Exchange Act and Section 203(f) of the Advisers Act that Donald Chamberlin and David Chamberlin, be, and hereby are each barred from association with any broker, dealer, or investment adviser.

Any reapplication for association by the Respondents 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 Respondents, 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.

Jonathan G. Katz
Secretary


http://www.sec.gov/litigation/admin/34-50014.htm


Modified: 07/14/2004