UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 51241 / February 23, 2005

Investment Advisers Act of 1940
Release No. 2361 / February 23, 2005

Admin. Proc. File No. 3-11837

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 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Sections 203(e) and 203(f) of the Investment Advisers Act of 1940 ("Advisers Act") against Roger A. -Householder ("Householder" 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 and the subject matter of these proceedings, and the findings contained in Section III.3 below, which are admitted, Respondent consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Sections 203(e) and 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. Householder is a resident of Park Ridge, Illinois and a certified public accountant in the State of Illinois. Between 1976 and 1999, Householder was associated with several broker-dealers registered with the Commission. From December 1998 through at least August 1999, Householder was associated with Aapex Equity Advisors, Inc. ("Aapex Equity"), an investment advisory firm registered with the Commission. In addition, from December 2001 through at least May 2002, Householder was associated with Apex Capital Management Corporation ("Apex Capital"), an investment adviser registered with the Commission.

2. From 1991 through March 2000, Householder acted as investment adviser to a number of accounting clients and acquaintances, individually and acting through his accounting firm, Householder Accounting Services, Inc. ("Householder Accounting"). Householder recommended that his clients: (a) allow him to manage their investments; and (b) purchase certain securities through him and Householder Accounting, including promissory notes and interests in several investment funds he recommended.

3. On February 7, 2005, a final judgment order ("Final Judgment") was entered, by consent, against Householder in the civil action entitled Securities and Exchange Commission v. Roger A. Householder, et al., Case Number 02-C-4128 in the United States District Court for the Northern District of Illinois. This Final Judgment, among other things, permanently enjoined Householder from violating Section 17(a) of the Securities Act of 1933, Section 10(b) of the Exchange Act, Rule 10b-5 thereunder, Sections 206(1), 206(2) and Section 206(4) of the Advisers Act and Rule 206(4)-4 thereunder.

4. The Commission's complaint against Householder alleged that, from at least 1991 and through March of 2000, Householder acted as investment adviser to a number of accounting clients and acquaintances individually and through Householder Accounting. Householder recommended that his client allow him to manage their investments and that they purchase certain securities through him and Householder Accounting, including promissory notes and interests in several investment funds he recommended. The complaint alleged that in offering these securities, Householder knowingly misrepresented the existence of the entity purportedly issuing the security, the use of proceeds, and the safety of the investment. Householder then misappropriated the assets his clients gave him to manage and the funds his clients gave him to purchase the securities he recommended they buy. The complaint also alleged that Householder defrauded the Aapex Equity Fund ("Aapex Fund"), a registered investment company that Householder formed in 1998. Householder made the Aapex Fund's investment decisions through Aapex Equity, an investment adviser he formed and for which he was president. The complaint also alleged that on a number of occasions between March and May of 1999, Householder conducted trading on behalf of the Aapex Fund that violated restrictions on concentration of assets and short selling set forth in the Fund's offering materials, resulting in the loss of all of the Fund's assets. The Commission's complaint also alleged that Householder formed Apex Capital, an investment advisory firm for which he was Director of Operations and Accounting Director, and then sold securities in Apex Limited Partnership through fraudulent offering documents that misrepresented Householder's securities industry background and failed to advise investors of Householder's previous disciplinary history. Householder also failed to disclose his disciplinary history in Apex Capital's Form ADV filed with the Commission. The complaint also alleged that Householder's investment advisory clients lost more than $2.3 million in these fraudulent schemes.

IV.

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

Accordingly, it is hereby ORDERED:

Pursuant to Section 15(b)(6) of the Exchange Act and Sections 203(e) and 203(f) of the Advisers Act, that Respondent Householder be, and hereby is barred from association with any broker, dealer, or 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.

http://www.sec.gov/litigation/admin/34-51241.htm