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U.S. Securities and Exchange Commission

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

INVESTMENT ADVISERS ACT OF 1940
Rel. No. 1844 / November 1, 1999

ADMINISTRATIVE PROCEEDING
File No. 3-9888

In the Matter of

Apodaca Investment Group, Inc.,
Brower Financial Services, Inc.,
Ethical Investments, Inc.,
Ronald Allan McDow,
Van Cleef Asset Management, Inc.
and WWW Advisors, Inc.

Respondents.

ORDER MAKING FINDINGS,
ISSUING CEASE-AND-DESIST ORDERS,
AND IMPOSING CIVIL PENALTIES
AGAINST APODACA INVESTMENT GROUP, INC. AND VAN CLEEF ASSET MANAGEMENT, INC.

I.

The Securities and Exchange Commission ("Commission") has previously instituted an administrative and cease-and-desist proceeding against Apodaca Investment Group, Inc. ("Apodaca") and Van Cleef Asset Management, Inc. ("Van Cleef") pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 ("Advisers Act").

II.

Apodaca and Van Cleef have submitted Offers of Settlement for the purpose of disposing of the issues raised by this proceeding. Solely for the purposes of this proceeding and any other proceeding brought by or on behalf of the Commission or to which the Commission is a party, and prior to a hearing and without admitting or denying the findings set forth herein, except that Apodaca and Van Cleef each admits the jurisdiction of the Commission over each of them and over the subject matter of this proceeding, Apodaca and Van Cleef each consent to the entry of this Order Making Findings, Issuing Cease-and-Desist Orders and Imposing Civil Penalties Against Apodaca Investment Group, Inc. and Van Cleef Asset Management, Inc. ("Order"). The Commission has determined that it is appropriate in the public interest to accept the Offers of Settlement of Apodaca and Van Cleef and accordingly is issuing this Order.

III.

On the basis of this Order and the Offers of Settlement submitted by Apodaca and Van Cleef, the Commission finds1 that:

A. Respondent Apodaca (File No. 801-29032) is an investment adviser registered with the Commission pursuant to Section 203(c) of the Advisers Act.

B. Respondent Van Cleef (File No. 801-32604) is an investment adviser registered with the Commission pursuant to Section 203(c) of the Advisers Act.

C. In Form ADV-T filed with the Commission on June 2, 1997, Apodaca reported assets under management of not less than $25 million and therefore was required to file Part I of Form ADV-Y2K with the Commission by December 7, 1998, pursuant to Section 204 of the Advisers Act and Rule 204-5 promulgated thereunder.

D. In Form ADV Schedule I filed with the Commission on March 4, 1998, Van Cleef reported assets under management of not less than $25 million and therefore was required to file Part I of Form ADV-Y2K with the Commission by December 7, 1998, pursuant to Section 204 of the Advisers Act and Rule 204-5 promulgated thereunder.

E. As of December 7, 1998, Apodaca and Van Cleef had not filed Form ADV-Y2K with the Commission.

F. On January 26, 1999, the Commission staff sent Respondent Van Cleef a letter warning that investment advisers who were required to file but failed to file Form ADV-Y2K might be subject to the institution of an administrative proceeding by the Commission for violations of Section 204 of the Advisers Act and Rule 204-5 thereunder, or other provisions of the securities laws, rules or regulations. The letter further informed Respondent that if it filed Form ADV-Y2K on or before February 9, 1999, no enforcement action would be taken against it.

G. On February 10, 1999, the Commission staff sent Respondent Apodaca a letter warning that investment advisers who were required to file but failed to file Form ADV-Y2K might be subject to the institution of an administrative proceeding by the Commission for violations of Section 204 of the Advisers Act and Rule 204-5 thereunder, or other provisions of the securities laws, rules or regulations. The letter further informed Respondent that if it filed Form ADV-Y2K on or before February 24, 1999, no enforcement action would be taken against it.

H. As of March 12, 1999, Respondents still had not filed Part I of Form ADV-Y2K with the Commission.

I. By virtue of the conduct described above, Respondents willfully violated Section 204 of the Advisers Act and Rule 204-5 promulgated thereunder, which require every investment adviser registered with the Commission that has assets under management of not less than $25 million or that is an investment adviser to an investment company registered under the Investment Company Act of 1940 to file with the Commission in accordance with the instructions in the form a completed Form ADV-Y2K no later than December 7, 1998.

J. On March 30, 1999, Respondent Apodaca filed Part I of Form ADV-Y2K with the Commission.

K. On March 23, 1999, Respondent Van Cleef filed Part I of Form ADV-Y2K with the Commission.

IV.

Based on the foregoing, the Commission finds that Apodaca and Van Cleef willfully violated Section 204 of the Advisers Act and Rule 204-5 promulgated thereunder.

V.

Accordingly, IT IS HEREBY ORDERED that:

A. Apodaca shall be censured.

B. Apodaca shall, effective immediately, cease and desist from committing or causing any violation and any future violation of Section 204 of the Advisers Act and Rule 204-5 thereunder.

C. Apodaca shall pay, within 30 days of the entry of this Order, a civil money penalty in the amount of $5,000 to the United States Treasury. Such payment shall be: (A) made by United States postal money order, certified check, bank cashier's check or bank money order; (B) made payable to the Securities and Exchange Commission; (C) hand-delivered or mailed to the Comptroller, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Stop 0-3, Alexandra, VA 22312; and (d) submitted under a cover letter that identifies Apodaca as a Respondent in this proceeding, and the file number of this proceeding, a copy of which cover letter and money order or check shall be sent to James Howell, Regional Trial Counsel, Pacific Regional Office, Securities and Exchange Commission, 5670 Wilshire Blvd., 11th Floor, Los Angeles, California 90036.

D. Van Cleef shall be censured.

E. Van Cleef shall, effective immediately, cease and desist from committing or causing any violation and any future violation of Section 204 of the Advisers Act and Rule 204-5 thereunder.

F. Van Cleef shall pay, within 30 days of the entry of this Order, a civil money penalty in the amount of $15,000 to the United States Treasury. Such payment shall be: (A) made by United States postal money order, certified check, bank cashier's check or bank money order; (B) made payable to the Securities and Exchange Commission; (C) hand-delivered or mailed to the Comptroller, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Stop 0-3, Alexandra, VA 22312; and (d) submitted under a cover letter that identifies Van Cleef as a Respondent in this proceeding, and the file number of this proceeding, a copy of which cover letter and money order or check shall be sent to James Howell, Regional Trial Counsel, Pacific Regional Office, Securities and Exchange Commission, 5670 Wilshire Blvd., 11th Floor, Los Angeles, California 90036.

By the Commission.

Jonathan G. Katz
Secretary


FOOTNOTES

1

The findings herein are made pursuant to Apodaca's and Van Cleef's Offers and are not binding on any other person or entity named as a respondent in this or any other proceeding.

http://www.sec.gov/litigation/admin/ia-1844.htm


Modified:11/01/1999