UNITED STATES SECURITIES AND EXCHANGE COMMISSION

   INVESTMENT ADVISERS ACT OF 1940
   Release No. 1824 / September 9, 1999

   ADMINISTRATIVE PROCEEDING
   File No. 3-10008

   PROCEEDINGS INSTITUTED AGAINST SCHIELD MANAGEMENT COMPANY, MARSHALL L.
   SCHIELD, AND TROY M. SCHIELD

   The Securities and Exchange Commission (Commission) announced today
   that it instituted proceedings charging Schield Management Company
   (SMC), a Denver, Colorado investment adviser, SMCs president, and one
   of SMCs employees with falsely advertising SMCs performance.

   In the Order Instituting Proceedings, the Division of Enforcement (the
   Division) alleges that SMC for three of its investment programs
   advertised performance results for periods before SMC began offering
   such programs without disclosing the limitations of the retroactively
   calculated data. According to the Division, SMC combined the
   retroactive data with data from periods of actual trading to present
   cumulative returns showing that one of SMCs programs consistently
   outperformed the S&P 500 index, when this program in fact
   underperformed the index during periods of actual trading. The
   Division further claims that SMCs advertisements were false and
   misleading because they overstated SMCs performance by failing to
   deduct applicable management fees and sales loads. As a result, SMC
   overstated the cumulative returns for one of its investment programs
   by more than twenty percent over 8 years. The Division also claims
   that SMC misrepresented information in its advertisements about its
   compliance with certain standards for presentation of performance data
   and failed to disclose that it assumed the reinvestment of dividends
   when calculating performance. The Division alleges that SMCs conduct
   willfully violated the antifraud provisions of the Investment Advisers
   Act of 1940, Sections 206(1), (2), and (4) and Rule 206(4)-1(a)(5).

   The Division alleges that Marshall Schield, SMCs president, willfully
   aided and abetted SMCs violations by failing to take the necessary
   steps to assure that SMCs advertisements were correct and disclosed
   all material information. The Division also claims that Troy Schield,
   Marshall Schields son, willfully aided and abetted SMCs violations by
   failing to deduct applicable fees and sales loads from the performance
   results he calculated for SMCs advertisements.

   A hearing will be held before an administrative law judge to determine
   whether the staff's allegations against the respondents are true, and
   if so, whether a cease-and-desist order is appropriate, what, if any,