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

Investment Advisers Act of 1940
Rel. No. 1860 / March 9, 2000

Administrative Proceeding
File No. 3-9888

I.

The Securities and Exchange Commission ("Commission") has previously instituted on May 4, 1999 an administrative and cease-and-desist proceeding against WWW Advisors, Inc. ("WWW") pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 ("Advisers Act").

II.

WWW has submitted an Offer 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 WWW admits the jurisdiction of the Commission over it and over the subject matter of this proceeding, WWW consents to the entry of this Order Making Findings, Issuing Cease-and-Desist Order and Imposing Civil Penalty ("Order"). The Commission has determined that it is appropriate and in the public interest to accept the Offer of Settlement of WWW and accordingly is issuing this Order.

III.

On the basis of this Order and the Offer of Settlement submitted by WWW, the Commission finds that:¹

A. Respondent WWW (File No. 801-52026) is an investment adviser registered with the Commission pursuant to Section 203(c) of the Advisers Act.

B. In Form ADV-T filed with the Commission on December 16, 1997, WWW reported that it was an investment adviser to an investment company registered under the Investment Company of 1940 and therefore was required to file Parts I and II 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.

C. As of December 7, 1998, Respondent had not filed Form ADV-Y2K with the Commission.

D. On February 10, 1999, the Commission staff sent Respondent 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.

E. As of March 12, 1999, Respondent still had not filed Parts I and II of Form ADV-Y2K with the Commission.

F. By virtue of the conduct described above, Respondent 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.

IV.

Accordingly, it is hereby ordered that:

A. WWW shall be censured.

B. WWW 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. WWW 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, Alexandria, VA 22312; and (d) submitted under a cover letter that identifies WWW 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 Sandra J. Harris, Associate Regional Director, Enforcement, Pacific Regional Office, Securities and Exchange Commission, 5670 Wilshire Blvd., 11^th Floor, Los Angeles, California 90036.

By the Commission.

Jonathan G. Katz
Secretary

FOOTNOTES