United States of America
Before the
Securities and Exchange Commission

Investment Advisers Act of 1940
Release No. 2040 / June 26, 2002

Administrative Proceeding
File No. 3-10813

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be instituted against William F. Branston ("Branston") pursuant to Section 203(f) of the Investment Advisers Act of 1940 ("Advisers Act").

II.

In anticipation of the institution of these administrative proceedings, Branston has submitted an Offer of Settlement ("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 contained herein, except as to jurisdiction over him, the subject matter of these proceedings and as to Paragraphs III.A., B., E. and F. below, which Branston admits, Branston consents to the issuance of this Order Instituting Public Administrative Proceedings, Making Findings, and Imposing Remedial Sanction ("Order").

Accordingly, IT IS ORDERED that administrative proceedings pursuant to Section 203(f) of the Advisers Act be and hereby are instituted against Branston.

III.

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

A. Beginning in or about November 1991, Tandem Management Inc. ("Tandem") was an investment adviser registered with the Commission under Section 203(c) of the Advisers Act. Tandem, which is now defunct, was located in New York, New York.

B. Branston was Tandem's President and Chief Investment Officer. He also owned one-third of Tandem from the time of Tandem's formation in or about October of 1991 until in or about June 1993, when his ownership interest increased to 50%.

C. On October 2, 1995, the Commission filed a Complaint against Branston and others in the United States District Court for the Southern District of New York, alleging violations of 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 Sections 204, 206(1), 206(2), 206(4) and 207 of the Advisers Act and Rules 204-2, 206(4)-1, and 206(4)-4 thereunder. SEC v. Tandem Management Inc., William F. Branston, Eugene B. Deveney, and Peter S. Alsop, 95 Civ. 8411 (JGK). Among other things, the Complaint alleged that:

1. Branston violated Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act, and Rule 10b-5 thereunder (i) by obtaining cash from "soft dollar" broker-dealers through the submission of invoices for items and services that Branston and Tandem falsely claimed were for items and services enjoyed by Tandem's investment advisory clients; (ii) by misrepresenting to Tandem's advisory clients and to purchasers of limited partnership interests sold by Tandem, Tandem's practices with regard to direction of brokerage; and (iii) by including false and misleading information concerning Tandem's and Branston's past performance returns in Tandem's marketing material.

2. Branston violated Sections 206(1), 206(2) and 207 of the Advisers Act (i) by obtaining cash from "soft dollar" broker-dealers through the submission of invoices for items and services that Branston and Tandem falsely claimed were for items and services enjoyed by Tandem's investment advisory clients; (ii) by including false and misleading information concerning Tandem's and Branston's past performance returns in Tandem's marketing material; and (iii) by misrepresenting Tandem's assets under management and performance returns in Forms ADV which Branston signed and Tandem filed with the Commission.

3. Branston violated Section 206(4) of the Advisers Act, and Rule 206(4)-1 and 206(4)-4 thereunder (i) by including false and misleading information concerning Tandem's and Branston's past performance returns in Tandem's marketing material; and (ii) by failing to disclose to clients that Tandem's financial condition threatened to impair its ability to perform its obligations.

4. Branston violated Section 204 of the Advisers Act and Rule 204-2 thereunder by failing to make and/or to maintain certain books and records required by law.

D. On October 11, 1995, Branston was preliminarily enjoined, on consent, by the United States District Court for the Southern District of New York, from violating Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and 10b-5 thereunder, and Sections 204, 206(1), 206(2), 206(4) and 207 of the Advisers Act and Rules 204-2, 206(4)-1, and 206(4)-4 thereunder.

E. On April 29, 1998, in the United States District Court for the Southern District of New York, and based upon the same facts alleged in the Commission's Complaint, Branston was found guilty by a jury of conspiracy to commit securities fraud, four counts of fraudulent marketing materials distributed by an investment adviser, wire fraud with respect to fraudulent marketing materials, false advertising by an investment adviser, four counts of fraudulent misappropriation of soft dollar credits and commission rebates by an investment advisor, wire fraud with respect to misappropriation of soft dollar credits and commission rebates, three counts of false statements on Forms ADV, and perjury (for statements he made under oath to the Commission staff ), in violation of 15 U.S.C. §§ 80b-6, 80b-7, and 80b-17; and 18 U.S.C. §§ 2, 371, 1343 and 1621. United States v. Branston, Crim. No 1:97- CR-00111-001 (LAP). On September 24, 1999, Branston's conviction was entered by the Court. See United States v. Branston, 216 F.3d 1073 (2d Cir. 2000) (rejecting appeal), cert. denied, 531 U.S. 973 (2000).

F. On November 13, 2001, Branston was permanently enjoined by the United States District Court for the Southern District of New York from violating Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Sections 204, 206(1), 206(2), 206(4) and 207 of the Advisers Act, and Rules 204-2, 206(4)-1, and 206(4)-4 thereunder. SEC v. Tandem Management Inc., William F. Branston, Eugene B. Deveney, and Peter S. Alsop, 95 Civ. 8411 (JGK).

IV.

Based upon the foregoing, it is in the public interest to impose the sanction specified in the Offer. Accordingly,

IT IS HEREBY ORDERED, effective immediately, that Branston be, and hereby is, barred from association with any investment adviser.

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

Jonathan G. Katz
Secretary

http://www.sec.gov/litigation/admin/ia-2040.htm