Michael G. Beckford

Investment Advisers Act of 1940
Release No. 2347 / February 4, 2005

Admin. Proc. File No. 3-11809

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 Michael G. Beckford ("Beckford" or "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, the subject matter of these proceedings, and the findings contained in paragraph III.F., which are admitted, Respondent consents to the entry of this Order Instituting Administrative Proceedings, Making Findings, and Imposing Remedial Sanctions Pursuant to Section 203(f) of the Advisers Act, as set forth below.

III.

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

A. Respondent, Michael G. Beckford, age 35, is a Lake in the Hills, Illinois resident. He was an executive vice president, a portfolio manager, and one of the managing members of Fanam Capital Management L.L.C. Beckford was primarily responsible for executing Fanam's trades and for managing Fanam's administrative operations, serving as both trader and accountant. Beckford was also primarily responsible for communicating with the initial clearing broker and Fanam's external accountant.

B. Fanam Capital Management, L.L.C. ("Fanam") was organized on June 30, 2000 as a Nevada limited liability company. Fanam held itself out as an unregistered investment adviser of a hedge fund and its assets under management never exceeded $25 million. Respondent and two other individuals were the managing members, officers, and principal owners of Fanam. Fanam managed Fanam Fund I, L.L.C. (the "Fund"), which held itself out as a hedge fund.

C. The Fund, was organized as a Delaware limited liability company on October 11, 2000. The Fund had less than 100 investors and was liquidated in June 2003.

D. On October 22, 2004, the Commission filed a Complaint in the United States District Court for the Northern District of Illinois against Respondent captioned SEC v. Michael G. Beckford, No. 04 C 6811.

E. The Commission's Complaint alleges that from February 2001 through April 2003,

Beckford gambled with investor money, traded outside of the Fund's objectives, and paid himself money to which he was not entitled, resulting in investor losses in excess of $4.8 million. The Complaint alleges that Beckford used the Fund's money for various gambling activities resulting in investor losses of $776,344. The Complaint also alleges that Beckford traded outside of Fanam's stated trading objectives and risk parameters resulting in investor losses of $3,876,775. The Complaint further alleges that Beckford misappropriated investor funds for other personal uses resulting in investor losses of $175,010. Finally, the Complaint alleges that Beckford sent investors false documents to hide his gambling losses, trading losses, and other misappropriations of advisory client funds. Based on these allegations, the Complaint asserts that Respondent violated Sections 17(a)(1), 17(a)(2) and 17(a)(3) 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 that he aided and abetted Fanam's violations of Sections 206(1) and (2) of the Advisers Act.

F. On January 27, 2005, the Court entered an order permanently enjoining Beckford from future violations of Sections 17(a)(1), 17(a)(2) and 17(a)(3) 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. In a written consent, Beckford agreed to the entry of the order of permanent injunction and agreed that in any disciplinary proceeding before the Commission based on the entry of the order of permanent injunction, he would not contest the factual allegations of the Complaint.

IV.

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

ACCORDINGLY, IT IS HEREBY ORDERED:

Pursuant to Section 203(f) of the Advisers Act, that Respondent Beckford 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.

For the Commission, by its Secretary, pursuant to delegated authority.