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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
Release No. 1964 / August 10, 2001

ADMINISTRATIVE PROCEEDING
File No. 3-10550


In the Matter of

JEFFREY L. GRAYSON

Respondent.


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ORDER INSTITUTING PUBLIC
ADMINISTRATIVE PROCEEDING
PURSUANT TO 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 to institute a public administrative proceeding pursuant to Section 203(f) of the Investment Advisers Act of 1940 ("Advisers Act") against Jeffrey L. Grayson ("Grayson").

Accordingly, IT IS HEREBY ORDERED that said proceeding be, and hereby is, instituted.

II.

In anticipation of the institution of this proceeding, Grayson has submitted an Offer of Settlement ("Offer"), which the Commission has determined to accept. Solely for the purpose of this proceeding and any other proceeding brought by or on behalf of the Commission or in which the Commission is a party, and without admitting or denying the findings contained in this Order, except that Respondent admits the jurisdiction of the Commission over him and over the subject matter of this proceeding and admits the entry of the judgment of permanent injunction set forth in paragraph III.C., Respondent consents to the entry of this Order Instituting Public Administrative Proceeding Pursuant To Section 203(f) Of The Investment Advisers Act Of 1940, Making Findings And Imposing Remedial Sanctions ("Order").

III.

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

A. Jeffrey L. Grayson ("Grayson"), age 58, is a resident of Portland, Oregon. He is the founder and principal owner and until his resignation on September 21, 2000, was Chairman of the Board and Chief Executive Officer of Capital Consultants, LLC ("Capital Consultants"), a registered investment adviser. Grayson was found to have willfully aided and abetted violations of the Advisers Act antifraud provisions in the Capital Consultants, Inc. matter and was suspended from associating with the securities industry for two weeks. In re Capital Consultants, Inc., Advisers Act Release No. 556 (Dec. 1, 1976).

B. On September 21, 2000, the Commission filed an action against Grayson in the United States District Court for the District of Oregon. The Complaint filed in that action alleges, among other things, that Grayson operated an undisclosed Ponzi scheme at Capital Consultants using client funds to make interest payments to clients invested in a failed and bankrupt $160 million loan that Capital Consultants made to Wilshire Credit Corp. ("Wilshire Credit"). In early 1999, the loan to Wilshire Credit was discharged in bankruptcy. It is alleged that Grayson continued to report to clients that the loan's value was $160 million, stating that Capital Consultants had sold the loan to two other entities and that they were making the loan payments. It is further alleged that Grayson failed to inform the clients that Capital Consultants lent an additional $71 million of client funds to the two entities to make the payments on the loan to Wilshire Credit. Grayson also allegedly omitted other material information, including the fact that the entities that purchased the Wilshire Credit loan had the right to terminate their purchase agreement at any time, for any reason, and without further liability. It is also alleged that Grayson billed Capital Consultants' clients invested in the Wilshire Credit loan a 3% annual management fee based on the purported $160 million value. Grayson continued to sell to clients participation interests in the loan at the full cost. The Complaint further alleges that, as a result of the foregoing actions, Grayson violated Section 17(a) of the Securities Act of 1933 ("Securities Act"), Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 thereunder, and aided and abetted Capital Consultants' violations of Sections 206(1) and 206(2) of the Advisers Act.

C. On April 30, 2001, the United States District Court for the District of Oregon entered a Final Judgment of Permanent Injunction ("Judgment") against Grayson. The Judgment permanently enjoins Grayson from violating Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the Advisers Act. SEC v. Capital Consultants, LLC, et al., Civil Action No. CV-00-1290 (KI) (D. Or.).

IV.

Based on the foregoing, the Commission deems it appropriate and in the public interest to accept the Offer submitted by Grayson and to impose the remedial sanctions specified in Respondent's Offer.

Accordingly, IT IS HEREBY ORDERED, effective immediately, that Respondent Grayson be, and hereby is, barred from associating with any investment adviser.

By the Commission.

Jonathan G. Katz
Secretary


http://www.sec.gov/litigation/admin/ia-1964.htm


Modified: 08/10/2001