UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 43990 / February 21, 2001

INVESTMENT ADVISERS ACT OF 1940
Release No. 1926 / February 21, 2001

ADMINISTRATIVE PROCEEDING
File No. 3-10425

I.

The Securities and Exchange Commission ("Commission") deems it appropriate in the public interest that a public administrative proceeding be, and hereby is, instituted pursuant to Section 15(b) of the Securities Exchange Act of 1934 ("Exchange Act") and Section 203(f) of the Investment Advisers Act of 1940 ("Advisers Act") against Stephen John Green ("Green").

II.

In anticipation of these proceedings, the Respondent has submitted an Offer of Settlement ("Offer") which the Commission has determined to accept. Solely for the purpose of this proceeding, and any other proceeding brought by or on behalf of the Commission, or in which the Commission is a party, without admitting or denying the findings contained herein, except as to the jurisdiction of the Commission over him and over the subject matter of this proceeding, and the fact of his criminal conviction set forth in paragraph III. B. below, which are admitted, the Respondent has consented to the issuance of this Order Instituting Proceedings, Making Findings and Imposing Remedial Sanctions ("Order"), and to the entry of the findings and the imposition of the remedial sanctions set forth below.

III.

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

A. Stephen John Green, age 43, resides in Toronto, Canada. Between 1989 and at least 1996, in the conduct described in paragraph C. below, Green (a) acted as a broker within the meaning of Section 3(a)(4) of the Exchange Act without being registered with the Commission as a broker or associated with a registered broker as required by Section 15(a) of the Exchange Act; (b) operated and controlled companies which issued securities and which held themselves out as being engaged primarily in the business of investing, reinvesting or trading in securities; and (c) acted as an investment adviser by engaging in the business of advising others as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, while accepting compensation for such advice.

B. On October 19, 2000, Green pleaded guilty to one count of mail fraud (Title 18 U.S.C. §§1341 and 1342) in U.S. District Court for the Eastern District of Oklahoma (Docket No. CR-00-17-S).

C. The Indictment to which Green pleaded alleged: (a) that from about November 1989 and continuing to the date of the Indictment, Green and others devised a scheme and artifice to defraud by inducing and causing to induce individuals to send money to the Charter Group Inc. and European Investment Co. ("EIC"); (b) that as part of the scheme and artifice to defraud, Green made and caused to be made false representations to individuals regarding the nature of their purported investment in the Charter Group, EIC, The Charter Fund, and the Global Growth Fund; (c) that these false representations included representations that the individuals would have access to their funds, and that their purported accounts were fully liquid; (d) that as part of the scheme and artifice to defraud, from about January 1990 through February 1996, Green sent and caused to be sent via United States mails, materials, including monthly individual investor account statements, which were false and fraudulent, in part, in that the statements falsely described the value and nature of purported investments held by the individuals; and (e) that from November 1989 and continuing to the date of the Indictment, Green failed to return and caused not to be returned an investor's funds upon the latter's demand.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions that are set forth in the Offer submitted by the Respondent.

Accordingly, IT IS HEREBY ORDERED that Green is barred from association with any broker, dealer, or investment adviser.

By the Commission.

Jonathan G. Katz
Secretary

http://www.sec.gov/litigation/admin/34-43990.htm