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U.S. Securities and Exchange Commission

Washington D.C.

Rel. No. 2119 / March 27, 2003

Admin. Proc. File No. 3-10336

In the Matter of

5229 Harbord Drive
Oakland, California 94618




      Grounds for Remedial Action

        Aiding and Abetting and Causing Anti-Fraud Violations

    Former associated person with an investment adviser willfully aided and abetted and was a cause of antifraud violations of Advisers Act by preparing, signing, and sending a letter to hedge fund investors containing material misstatements and omissions of material fact. Held, it is in the public interest that the former associated person be censured; suspended for 30 days in all capacities from association with an investment adviser; ordered to pay $10,000 in civil money penalties; and ordered to cease and desist from committing or causing any violations or future violations of Section 206 of the Advisers Act.


Charles K. Seavey, pro se.

Helane L. Morrison, John S. Yun, and Kashya Shei, for the Division of Enforcement.

Appeal Filed: March 20, 2002
Last brief received: July 18, 2002


Charles K. Seavey, a former employee of Morgan Fuller Capital Management, LLC ("Morgan Fuller"), an investment adviser, appeals from an initial decision by an administrative law judge and the sanctions she imposed. Morgan Fuller employed Seavey as the manager of Morgan Fuller's hedge fund, the Paradigm CapitalFund, LP ("the Fund"). The law judge found that Seavey willfully aided and abetted and was a cause of Morgan Fuller's violation of Sections 206(1) and (2) of the Investment Advisers Act of 19401 by making material misstatements and omissions in a letter to Fund investors with respect to a transaction involving the stock of AB Bankas Hermis ("ABBH"), a Lithuanian bank. The law judge censured Seavey, suspended him for 30 days in all capacities, assessed a $10,000 civil money penalty, and imposed a cease-and-desist order. We base our findings on an independent review of the record, except with respect to those findings not challenged on appeal.


Morgan Fuller was owned by James W. Fuller, Gordon Taubenheim, and Alexander Lushtak. Fuller was in charge of Morgan Fuller's fund management activities.2 Fuller had government and private-sector experience doing business in Eastern Europe. Fuller had helped ABBH raise capital in the United States and was a member of its supervisory council. Taubenheim was a securities industry veteran in charge of Morgan Fuller's investment banking operations.3 Lushtak, a recent immigrant from Eastern Europe, was an entrepreneur and


Morgan Fuller determined to offer the Fund to accredited investors. Morgan Fuller hoped to raise an initial subscription of $2 million for the Fund by the beginning of 1997, with an additional $3 million to be raised by the end of 1997. However, the Fund began investing in January 1997 with only $825,000. The Fund continued to attempt to raise capital while the Fund was trading. The Fund had seven initial investors, among whom were Fuller and three family friends of Seavey. The remaining threeinvestors were brought to the Fund by "finders" who, in at least one instance, continued to act as an intermediary with the Fund.5 An eighth investor, who had been an investor in another fund managed by Seavey, purchased the Fund in April 1997.

Morgan Fuller hired Seavey to establish and run the Fund. Initially, Seavey was given a free hand in setting the Fund's investment strategy. Seavey had styled himself as an aggressive, "bearish," and "contrarian" fund manager, and the Fund's trading reflected his view of financial markets and investment strategy. Following Seavey's strategy, the Fund suffered stunning losses in the first quarter of 1997. After just a few weeks of trading, the Fund had lost approximately half of its value. Seavey informed Fuller of the Fund's losses. From the record, it appears that Seavey had less freedom to direct the Fund after the first months of trading when the Fund suffered huge losses.

Fuller tried to find ways to offset the Fund's losses. Lushtak informed Fuller that Lushtak's associate, Tania Khabay,6 wanted to sell 15,000 shares of stock in ABBH for $250,000, although the shares were worth almost $750,000 on the then-current market. Lushtak claimed that Khabay was forced to sell at a steep discount because she needed liquidity. Fuller informed Seavey of the potential ABBH purchase and, at Fuller's direction, Seavey reviewed the transaction. Seavey did not inquire into the settlement procedure followed in Lithuania for securities transactions. While he concluded that the transaction looked promising, Seavey testified that he did not believe that he had discretion to turn down the opportunity offered by Lushtak.

On February 21, 1997, the Fund and Khabay executed a letter agreement. Pursuant to that agreement, Khabay was to direct ABBH to register her 15,000 shares in the Fund's name. Before executing the agreement, Khabay provided the Fund with a statement from ABBH dated either July 9, or September 7, 1996,7 purporting to show that she owned the shares she was selling.8 The Fund agreed to wire transfer a total of $250,000 to a Lithuanian bank account in Khabay's name. Lushtak gave Seavey the instructions for the wire transfers.9 From late February through early March the Fund transferred $239,000 to Khabay's account as directed by Lushtak.10 After Seavey completed the transfer of $239,000, Fuller told Seavey to stop the transfers until the Fund received confirmation that ABBH had registered the shares in the Fund's name.

By late March, the Fund had not received the shares or any confirmation that the shares had been transferred. Although Seavey was apprehensive, Fuller assured him that this was a common way of doing business in Eastern Europe and was not a cause for concern. Fuller inquired informally of ABBH management regarding the transaction and claimed that he heard nothing to justify Seavey's anxiety. Fuller also spoke to Lushtak, who falsely assured Fuller that there was no problem with the transaction.

Through the second quarter of 1997, Seavey continued to press for settlement of the ABBH transaction. In May 1997, he asked Khabay why the Fund had received no confirmation that the shares had been re-registered. Khabay told Seavey that she had made the appropriate request and expressed surprise that the transfer had not occurred. On June 16, Seavey sent a fax to ABBH demanding that the bank carry out the transfer at once. On June 19, ABBH responded that Khabay had not requested that any transfer occur. The same day, Seavey had Khabay send a letter to ABBH to request the transfer. The next day, Seavey faxed a letter to ABBH asking for confirmation that the bank had received Khabay's June 19 request. Seavey followed up the confirmation effort with further contacts with ABBH executives who assured Seavey that the Fund would have a confirmation of the share transfer by June 27.

On June 27, the Fund received nothing from ABBH. Seavey immediately faxed a letter to ABBH demanding confirmation of the transfer. On June 30, Seavey received a fax from ABBH stating that ABBH could not transfer 15,000 shares of ABBH stock that Khabay purportedly had sold to the Fund because Khabay owned noABBH shares. At first, Seavey thought that the bank had seized the shares in connection with a debt owed by Khabay to the bank. After Seavey told Fuller about the fax from ABBH, Fuller confronted Lushtak regarding the situation.11 Lushtak told Fuller that there had been no seizure of the shares and claimed that there had been a mistake that could be corrected. When she was questioned, Khabay continued to maintain that she had owned the shares that she sold to the Fund.

On June 30 and July 1, Fuller directed Seavey to seek assistance from executives of the European Bank for Reconstruction and Development ("EBRD") in London, ABBH's largest shareholder. On July 1, Seavey's contact at EBRD told Seavey that Khabay sold her ABBH shares in March 1997, to another party.12 According to the EBRD contact, ABBH had acted at all times in good faith during the transaction with Morgan Fuller.

Over the next few days, Seavey concluded that Lushtak had defrauded Morgan Fuller.13 Seavey drafted a memorandum to Fuller and Taubenheim describing what he had learned and his conclusions regarding Lushtak, ABBH, and the transaction. He showed the draft memorandum to a securities lawyer from whom he sought advice. The securities lawyer advised Seavey to collect more information and discuss it with Fuller and Taubenheim, who had a right to the information as his employers. This lawyer advised Seavey that he had no obligation and, in fact, no right to disclose the situation to the investors or report it to criminal justice or regulatory authorities. However, he warned Seavey not to make any affirmative misrepresentations to the investors.

After receiving counsel's advice, Seavey discussed the draft memo with Fuller and Taubenheim, describing the facts and his conclusion that Lushtak had defrauded the Fund. Seavey advocated a vigorous response, including referrals to prosecutorial and regulatory authorities, institution of suits against Lushtak, Khabay, and ABBH, and holding a meeting with the Fund's investors.

Fuller wanted to be less aggressive and would not allow either referrals or investor meetings. Fuller asserted that, in his experience, Lithuanian companies sometimes did business in this manner. Fuller stated that he believed that ABBH was lying about its role in the transaction and that informal pressure from the Fund would be most helpful in resolving the problem. Fuller directed Seavey to pressure ABBH to get a favorable resolution. Seavey faxed ABBH a letter on July 15 stating that, if the matter were not satisfactorily resolved, Morgan Fuller would refer the matter to Lithuanian, European, and United States financial regulators. On July 22, ABBH responded that the Fund's claims were groundless, stated that ABBH would engage in no further correspondence regarding the transaction, and warned that any referrals to regulators would result in a lawsuit by ABBH. On July 25, the EBRD reiterated that its investigation indicated that ABBH had acted in good faith, and declined further assistance.

Seavey testified that he had numerous individual discussions with Fund investors regarding the ABBH transaction after receiving the information from ABBH on June 30. He stated that he discussed the transaction with most, but not all, of the investors and spoke to at least one of the finders. However, Seavey did not describe in any detail what he told those investors or the finder.14

Seavey drafted and signed a letter dated July 27, 1997, to inform the investors of the Fund's performance for the second quarter of 1997.15 Fuller reviewed Seavey's draft. The letter reported a negative return of four per cent for the year-to-date. However, that rate of return was calculated as if the Fund possessed the ABBH shares at their then-current market price. Had the letter excluded both the ABBH shares and the $239,000 wired to Lushtak's account, the Fund would have reported a loss of 70 per cent for the year-to-date.

The letter did not disclose that the ABBH shares were included in the calculation of the Fund's performance. The letter also did not disclose that the Fund did not have possession of shares that had been used to calculate the return on the portfolio. The only reference to the ABBH transaction in the letter was an assertion that the Fund was taking vigorous action regarding an otherwise unidentified "administrative problem."

The record contains conflicting testimony regarding whether Fuller directed Seavey to include the ABBH shares valued at their market price in the Fund valuation or whether Seavey did so on his own. There is no dispute, however, that, although Fuller reviewed the draft and suggested revisions, Seavey helped draft the letter, signed it, and sent the letter to the investors.

After Seavey sent the July 27 letter to the Fund's investors, he continued to attempt to obtain the ABBH shares. On September 30, 1997, Khabay told Seavey that she "might" have pledged the 15,000 ABBH shares before she sold them to the Fund. On October 13, 1997, Seavey resigned from Morgan Fuller. As of June 2000, Morgan Fuller was in involuntary receivership and had no assets. The investors in the Fund lost everything they had invested.


Seavey is charged with willfully aiding and abetting and being a cause of Morgan Fuller's violations of Advisers Act Sections 206(1) and (2).16 To find that Seavey aided and abetted Morgan Fuller's violations, the record must demonstrate that (1) Morgan Fuller violated Sections 206(1) and (2); (2) Seavey substantially assisted the conduct that constitutes the violation; and (3) Seavey had a general awareness of, or knew that, his actions were part of an overall activity that was improper.17 Finding that a respondent aided and abetted aviolation necessarily establishes that he is a cause of the violation.18

Morgan Fuller disseminated material misstatements and omissions to the investors in the July 27 letter. Including the value of the ABBH shares masked the full extent of the Fund's losses. Omission of any disclosure that the ABBH shares were included in the valuation also allowed those investors who may have been aware of problems with the ABBH transaction to believe that the portfolio absent the ABBH shares was performing as reported.

The undisclosed inclusion and valuation of the ABBH shares were material.19 That the Fund's returns depended on a $750,000 valuation of shares that the Fund did not possess is a fact that a reasonable investor would consider important to know. A reasonable investor also would want to know that the managers of the Fund had spent $239,000 of the Fund's assets in return for nothing.

Seavey argues that the investors were not misled by the July letter because he kept the investors informed of all the aspects of the Fund's losses, the ABBH transaction, and the problems with the transaction. According to Seavey, the total mix of information available to the investors was not altered by any misstatements or omissions contained in the July 27 letter. However, Seavey admits that he did not communicate with all of the investors, and he did not know whether the one finder to whom he remembered speaking passed along his statements or not. Moreover, although he had ample opportunity to do so, Seavey did not testify regarding what he told the investors he did communicate with beyond information that there was a problem with the transaction, and he did not suggest that he told the investors to ignore the July letter.20 None of the investorstestified to confirm that Seavey did speak to them or to describe what Seavey told them.21

Seavey also argues that the Fund appropriately could include the contractual right to the ABBH shares in the returns reported in the July letter. The letter does not disclose that the Fund is reporting the value of a contractual right, rather than the value of the stock itself. Even if the July letter had disclosed that it included a contract right to the stock, we do not believe that right would have been equal to the value of the stock itself. Seavey knew the Fund had been unable to exercise its right to obtain the ABBH stock after vigorous efforts to do so.

Although, as noted, the testimony differs on the respective roles of Seavey and Fuller with respect to the content of the July letter, Seavey helped draft the letter, signed it, and ensured that it reached the investors. These actions constitute substantial assistance to the commission of Morgan Fuller's primary violation.

Seavey's argument that the law judge unfairly evaluated the July letter in hindsight is unpersuasive. Seavey was aware that he was participating in a misleading communication. When Seavey wrote, signed, and sent the July letter, he knew that the Fund did not have the 15,000 shares of stock it had spent $239,000 to acquire, and that ABBH denied that the Fund was entitled to the stock. On July 27, 1997 Seavey strongly suspected that the Fund had been defrauded, either by Khabay, Lushtak, or ABBH. Accepting Seavey's argument would require us to ignore, much as the letter itself ignored, the facts that were known at the time the letter was written.

Seavey argues that he would have been fired or forced to resign if he had not signed the letter, and he argues further that his signature reflects a decision to ensure that his employer had someone on staff who would look out for the investors' interests and keep the lines of communication open. However, had Seavey refused to sign the letter, it is at least possible that his refusal to sign a materially misleading letter, accompanied by arguments in favor of full disclosure, might have resulted in an accurate report of the Fund's performance. Even if Seavey's speculation were well-founded, however, Seavey was not permitted to violate the Advisers Act.

Although Seavey argues that he relied on the advice of counsel in acting as he did, he failed to establish his entitlement to that defense.22 Seavey did not seek counsel's advice regarding preparing, signing, and sending the July 27 letter to investors. Moreover, Seavey's counsel specifically advised him not to make any affirmative misrepresentations to the investors.

We find that Seavey willfully aided and abetted and was a cause of Morgan Fuller's violation of Advisers Act Sections 206(1) and (2).


The Supreme Court has held that the imposition of sanctions is peculiarly within an administrative agency's expertise.23 In considering whether it is in the public interest to censure, suspend, or bar Seavey, we consider

the egregiousness of the defendant's actions, the isolated or recurrent nature of the infraction, the degree of scienter involved, the sincerity of the defendant's assurances against future violations, the defendant's recognition of the wrongful nature of his conduct, and the likelihood that the defendant's occupation will present opportunities for future violations.24

We recognize that certain factors are in Seavey's favor. His violative conduct was isolated. He tried to persuade Fuller to disclose the problems in the ABBH transaction to the investors and initiate civil, criminal, and administrative proceedings against Lushtak and his confederate. He also attempted to undo the damage the investors suffered as a result of Lushtak's fraudulent scheme. Nonetheless, Seavey sent the July letter knowing that it contained material misstatements and omissions although his own counsel previously had warned him that he must not make affirmative misstatements to investors. His arguments to us demonstrate a lack of appreciation for his responsibility as an associated person of an investment adviser. Considering all of these factors, we believe a censure and 30-day suspension are appropriate sanctions in the public interest.

We may impose civil money penalties for willful aiding and abetting of violations of the Advisers Act.25 The factors that we consider when determining whether a civil money penalty is in the public interest include whether the conduct involved fraud, harm to others, unjust enrichment, previous violations, and deterrence.26 In addition to the factors discussed above, Seavey was not enriched unjustly, and in fact received no compensation at all. He has no record of violations of the Advisers Act or any other securities law. We believe that, because fraud was involved, a "second tier" penalty is in the public interest.27 The imposition of a $10,000 second-tierpenalty will serve the purpose of deterrence while recognizing Seavey's efforts to mitigate the damage to the investors.

Section 203(k) of the Advisers Act authorizes us to issue a cease-and-desist order to a person who is violating, has violated, or is about to violate the Advisers Act or any of its rules.28 The key consideration regarding cease-and-desist orders is whether there is some risk of future violations.29 The risk of future violations need not be high: "Absent evidence to the contrary, a finding of violation raises a sufficient risk of a future violation."30 The Commission also considers the general factors relevant to any imposition of sanctions described above, as well as the recency of the violation, the harm to investors, and the other sanctions to be imposed.

Although Seavey's violation was isolated, his violation was serious. While Seavey asserts that he would not manage money for others in the future, he is still working in the financial industry. Seavey graduated from Stanford University and the University of Chicago Business School. He received his Masters in Business Administration in 1996. Notwithstanding his present intention, he could have future opportunities to enter the industry as a financial adviser. Accordingly, in light of the risk of future violation, the seriousness of the infraction, and the other sanctions imposed, we will order Seavey to cease and desist from committing or causing any violations or future violations of Section 206 of the Advisers Act.

An appropriate order will issue.31

By the Commission (Chairman DONALDSON and Commissioners GLASSMAN, GOLDSCHMID, ATKINS, and CAMPOS)

Jonathan G. Katz

Washington D.C.

Rel. No. 2119 / March 27, 2003

Admin. Proc. File No. 3-10336

In the Matter of

5229 Harbord Drive
Oakland, California 94618



On the basis of the Commission's Opinion issued this day, it is

ORDERED that Charles K. Seavey ("Seavey") be censured and, effective at the opening of business on April 14, 2003, be suspended from association with any investment adviser in any capacity for a period of 30 days; and it is further

ORDERED that Seavey cease and desist from committing or causing any violation and committing or causing any future violation of Sections 206(1) and 206(2) of the Investment Advisers Act of 1940; and it is further

ORDERED that Seavey pay a civil money penalty of $10,000.

Seavey's payment of the civil money penalty shall be: (i) made by United States postal money order, certified check, bank cashier's check, or bank money order; (ii) made payable to the Securities and Exchange Commission; (iii) delivered by hand or courier to the Comptroller, Securities and Exchange Commission, 450 5th Street, N.W., Washington, D.C. 20549 within thirty days of the date of this order; and (iv) submitted under cover letter which identifies Seavey as the respondent in this proceeding, and Administrative Proceeding No. 3-10336. A copy of this cover letter and check shall be sent to John S. Yun, Esq., Securities and Exchange Commission, 44 Montgomery Street, Suite 1100, San Francisco, California 94104.

By the Commission.

Jonathan G. Katz

1 15 U.S.C. §§ 80b-6(1), (2).
2 Fuller entered a settlement with the Commission arising out of the facts at issue in this proceeding. James William Fuller, Advisers Act Rel. No. 1842 (Oct. 4, 1999), 70 SEC Docket 2461.
3 Taubenheim entered a settlement with the Commission arising out of the facts at issue in this proceeding. Gordon Richard Taubenheim, Advisers Act Rel. No. 1843 (Oct. 4, 1999), 70 SEC Docket 2467.
4 At the time of the initial decision, Lushtak was serving a 71-month federal prison sentence arising out of an affinity fraud scheme targeting Russian immigrants. Lushtak defaulted in these proceedings. Charles K. Seavey, Advisers Act Rel. No. 1968 (Aug. 15, 2001), 75 SEC Docket 1879.
5 The finders acted on the Fund's behalf and were not agents of the investors.
6 The record is not clear regarding the nature of the relationship between Lushtak and Khabay.
7 The statement was written in Lithuanian and the date "7/9/96" could be read as either July or September depending on whether the Lithuanians use the European "day/month/year" convention for dates or the American "month/day/year" convention.
8 When Khabay signed the letter agreement she in fact ownedonly 10,320 ABBH shares. On March 4, 1997, she sold those 10,320 shares to "Rocney Corp.," an enterprise controlled by Lushtak. Neither Fuller nor Seavey knew of this transaction.
9 Neither Seavey nor Fuller knew that Lushtak was the owner of the account to which the transfers were sent.
10 The Fund lacked sufficient cleared funds to make a single transfer of $250,000.
11 Fuller and Taubenheim became aware around June 30 that Lushtak had serious financial problems. Fuller suspected that the problems with the stock transaction were related to Lushtak's problems.
12 See supra note 8.
13 Fuller testified that for the entire period following the June 30 fax from ABBH, Seavey had been frantic and obsessed with the transaction, while Fuller thought the deal could be salvaged.
14 Since the finders were acting for the Fund rather than for the investors we are uncertain as to why Seavey would think it effective to attempt to communicate with investors through a finder.
15 In April 1997, Seavey had written and signed a similar letter to Fund investors in which he reported results without disclosing that the Fund had used the ABBH shares, valued at the current market value, to calculate the Fund's performance. The April letter also did not disclose that the Fund did not possess the ABBH shares. The law judge dismissed the allegations of the Order Instituting Proceedings against Seavey with respect to the April letter. The Division of Enforcement did not appeal that finding.
16 15 U.S.C. §§ 80b-6(1), (2). Section 206(1) prohibits investment advisers from employing directly or indirectly "any device, scheme, or artifice to defraud any client or prospective client." Scienter, an intent to defraud, must be established in order to find a violation of Section 206(1). Similarly, Section 206(2) prohibits investment advisers directly or indirectly "to engage in any transaction, practice, or course of business which operates as a fraud or deceit upon any client or prospective client." Scienter need not be established for a violation of Section 206(2).
17 See Graham v. SEC, 222 F.3d 994, 1000 (D.C. Cir. 2000).
18 See Sharon M. Graham, 53 S.E.C. 1072, 1085 (1998), aff'd, 222 F.3d at 994.
19 See Basic, Inc., v. Levinson, 485 U.S. 224, 231-32 (1988) (material information is that a reasonable investor would have considered important in making a decision to invest or not); see also TSC Industries, Inc. v. Northway, Inc., 426 U.S. 438, 449 (1976) (fact is material if there is a substantial likelihood that it would significantly alter the mix of information available to a reasonable investor making an investment decision).
20 Seavey also argues that there has been no fraud for him to aid and abet because no investor relied on the July letter. Seavey misperceives the law. The Commission need not showreliance by investors to find a violation of Sections 206(1) and (2). Martin Herer Engelman, 52 S.E.C. 271, 283 n.43 (1995)(citing SEC v. Rana Research, Inc., 8 F.3d 1358, 1363-64 (9th Cir. 1993); SEC v. Blavin, 760 F.2d 706, 711 (6th Cir. 1985); SEC v. North Am. Research & Dev. Corp., 424 F.2d 63, 84 (2d Cir. 1970)); Richard C. Spangler, Inc., 46 S.E.C. 238, 244 (1976). Nor is proof of injury by the fraudulent practice a necessary element of the violation. SEC v. Capital Gains Research Bur., Inc., 375 U.S. 180, 195 (1963).
21 Seavey protests that the Division had the burden of proving that he failed to keep the investors informed regarding the Fund. He argues that the law judge should not have based her finding of violation on Seavey's failure to call any investors to testify.

As Seavey argues, the Division carried the burden of persuasion. When, however, the Division established a prima facie element of its case, Seavey had the obligation to adduce evidence rebutting the showing made by the Division. Donald T. Sheldon, 51 S.E.C. 59, 77 (1992), aff'd, 45 F.3d 1515 (11th Cir. 1995); cf. St. Mary's Honor Center v. Hicks, 509 U.S. 502, 506-07 (1993). Here, the Division presented sufficient evidence at the hearing to establish that Seavey engaged in a fraudulent communication. At that point, Seavey had the burden to produce evidence regarding the information that he claims he gave -- either directly or indirectly -- to the investors. Sheldon, 51 S.E.C. at 77.

Moreover, Seavey cannot claim that he did not know that the Division would not call investor witnesses. The Division's witness list did not identify any investors, while Seavey's did. Seavey, who was represented by counsel below, knew, therefore, that the Division was not going to call any investors. However, Seavey did not call any investors.

22 A person asserting reliance upon the advice of counsel as a defense must establish that he made a complete disclosure of the intended action, requested counsel's advice regarding the legality of the intended action, received counsel's advice that the intended conduct was legal, and relied in good faith on that advice. See Gallagher & Co., 50 S.E.C. 557, 563 n.15 (1991), aff'd, 963 F.3d 385 (11th Cir. 1992).
23 Butz v. Glover Livestock Comm'n Co., 411 U.S. 182, 185 (1973).
24Steadman v. SEC, 603 F.2d 1126, 1140 (5th Cir. 1979).
25 15 U.S.C. § 80b-3(i).
26 15 U.S.C. § 80b-3(i)(3); New Allied Dev. Corp., 52 S.E.C. 1119, 1130, n.33 (1996).
27 15 U.S.C. § 80b-3(i)(2)(B). The maximum second-tier penalty is $55,000.
28 15 U.S.C. § 80b-3(k).
29 See KPMG Peat Marwick LLP, Advisers Act Rel. No. 43862 (Jan. 19, 2001), 74 SEC Docket 384, 429, pet'n denied, 289 F.3d 109 (D.C. Cir. 2002).
30 Id. at 430.
31 We have considered all of the parties' contentions. We have rejected or sustained these contentions to the extent that they are inconsistent or in accord with the views expressed herein.


Modified: 03/31/2003