INVESTMENT ADVISERS ACT OF 1940
Release No. 2237 / May 19, 2004

ADMINISTRATIVE PROCEEDING
File No. 3-11494


In the Matter of

LEE BRADFORD ARBERG,

Respondent.


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ORDER INSTITUTING ADMINISTRATIVE
PROCEEDINGS 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 that public administrative proceedings be, and hereby are, instituted pursuant to Section 203(f) of the Investment Advisers Act of 1940 ("Advisers Act") against Lee Bradford Arberg ("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 and III.3 below, which are admitted, Respondent consents to the entry of this Order Instituting Administrative Proceedings Pursuant to 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 Respondent's Offer, the Commission finds that:

1. Arberg was the vice president of Hemisphere Trading Company ("Hemisphere"), formerly an investment adviser registered with the Commission. Arberg, 35 years old, is a resident of Greensboro, Georgia.

2. On April 15, 2003, Arberg pled guilty to three counts of securities fraud in violation of Title 15 United States Code, Sections 80b-6 and 80b-17 before the United States District Court for the Western District of Tennessee, in United States v. Lee Bradford Arberg, Criminal Case No. 02-20357-01-Ml. On July 24, 2003, a judgment in the criminal case was entered against Arberg. He was sentenced to a prison term of ten and one half months followed by three years of supervised release and ordered to pay restitution in the amount of $643,976.42.

3. The counts of the criminal indictment to which Arberg pled guilty alleged, inter alia, that Arberg employed devices, schemes and artifices to defraud and engaged in transactions, practices, and courses of business which operated as a fraud and deceit upon clients, including by, directly and indirectly, falsifying and delivering to clients quarterly performance reports containing untrue statements of material fact and which were otherwise false and misleading.

IV.

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

Accordingly, it is hereby ORDERED:

Pursuant to Section 203(f) of the Advisers Act, that Respondent Arberg be, and hereby is barred from association with any investment adviser.

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.

By the Commission.

Jonathan G. Katz
Secretary