RECEIVEDUNITED STATES OF AMERICA1Before theSECURITIES AND EXCHANGE COMMISSIO \'I:T'w: ;1;: : :ADMINISTRATIVE PROCEEDINGFile No. 3-15519In the Matter ofTimbervest, LLC,Joel Barth Shapiro,Walter William Anthony Boden, III,Donald David Zell, Jr.,and Gordon Jones II,Respondents.ANSWER OF RESPONDENTSPursuant to Rule 220 of the SEC's Rules of Practice, Respondents herebyrespond to the allegations of the Division ofEnforcement in this matter as follows:RESPONDENTSParagraph 1.Timbervest, LLC ("Timbervest") is a Georgia limitedliability company with its principal place of business in Atlanta, Georgia.Timbervest was established in 1995 and currently manages approximately 1.2billion in timber-related investments. Timbervest has been registered as aninvestment adviser with the Commission since October 5, 1995.Response to Paragraph 1:Respondents admit this Paragraph, but note that the approximately 1.2billion in investments that it manages includes timber, timber-related, andenvironmental and ecological investments.

Paragraph 2.Joel Barth Shapiro ("Shapiro''), age 50, is a resident ofAtlanta, Georgia. Shapiro is the ChiefExecutive Officer ofTimbervest and aManaging Partner.Response to Paragraph 2:Respondents admit this Paragraph.Walter William Anthony Boden, Ill ("Boden''), age 52, is aParagraph 3.resident ofAtlanta, Georgia. Boden is the ChiefInvestment Officer ofTimbervestand a Managing Partner.Response to Paragraph 3:Respondents admit this Paragraph.Paragraph 4.Donald David Zell, Jr. ("Zell ''), age 53, is a resident ofAtlanta, Georgia. Zell is the Chief Operating Officer ofTimbervest and a ManagingPartner.Response to Paragraph 4:Respondents admit this Paragraph.Paragraph 5.Gordon Jones II ("Jones''), age 43, is a resident ofAtlanta, Georgia. Jones is the President ofTimbervest and a Managing Partner. Healso served as Chief Compliance Officer from approximately January 2005 untilAugust 2012. Jones is an attorney and a member ofthe bar in the state of Georgia.Response to Paragraph 5:Respondents admit this Paragraph.TIMBER VEST ENGAGES IN THE UNAUTHORIZED SALE OF ASSETS TOAN AFFILIATED FUNDParagraph 6.From approximately 1995 until2012, Timbervest servedas an investment adviser to its largest client (the "Client''). Timbervest also served,separately, as an investment adviser to a single-client investment fund ("Fund# I '')holding the private pension plan assets ofthe Client.Response to Paragraph 6:Respondents deny this Paragraph.2

Paragraph 7.The assets held by Fund #1 were governed by theprovisions ofthe Employee Retirement Income Security Act of 1974 ("ERISA'').Among other things, ERISA prohibited Timbervest from selling properties to otherfunds that it managed.Response to Paragraph 7:Respondents deny this Paragraph.Paragraph 8.The operating agreement establishing Fund #1- andsigned by Timbervest- also prohibited Timbervest from engaging in any affiliatedtransactions without the prior written approval ofthe Client.Response to Paragraph 8:Respondents admit the operating agreement required certain approval foraffiliated transactions, but deny the remainder of this Paragraph.Paragraph 9.In or around 2005, the Client ordered Timbervest toreduce the size ofFund #1 's portfolio by selling substantial amounts oftimberlandproperty. In order to circumvent the ERISA restrictions and satisfo the Client'sdisposition requirements, Timbervest and its Principals orchestrated the sale ofaproperty from Fund #1 to another timberland fund managed by Timbervest ("Fund#2) by "parking" the property with a third party.Response to Paragraph 9:Respondents deny this Paragraph, and answer further by stating thatTimbervest received direction in the first half of 2006 that, among other things,included the following objective:The net asset value of [Fund # 1's] investment portfolio is targeted tobe 250 million. [Fund# 1's] investment manager has been provideddirection to achieve this objective through opportunistic sales ofexisting investments to maximize portfolio returns. Propertyacquisitions are to be ongoing to best position the investment portfolioover time such that the 250 million net asset value is achieved beforethe end of2009.Paragraph 10.On or around September 15, 2006, Timbervest agreed tosell a timberland property located in Alabama (the "Alabama property'') for 13.45million to a third-party real estate company (the "Real Estate Company''). The deal3

closed on October I7, 2006. Boden, Timbervest 's ChiefInvestment Officer and aManaging Partner, negotiated the deal directly with the principal ofthe Real EstateCompany, and the sale was specifically reviewed and approved by each ofthePrincipals.Response to Paragraph 10:Respondents admit that on September 15, 2006, Fund# 1 entered into aformal sales contract to sell a timberland property located in Alabama for 13.45million to the Real Estate Company. The deal closed on October 17, 2006. Boden,Timbervest's Chief Investment Officer and a Managing Partner, negotiated thedeal directly with the principal of the Real Estate Company, and the sale wasreviewed and approved by each of the Principals as members of the investmentcommittee.Paragraph II.At the time ofthe initial sale ofthe Alabama property,Boden told the principal ofthe Real Estate Company that Timbervest wouldrepurchase the Alabama property for another Timbervest-managed fund at a profit tothe Real Estate Company. Before the deal closed on October I7, 2006, Boden hadagreed to a repurchase price of I4. 5 million.Response to Paragraph 11 :Respondents deny this Paragraph.Paragraph I2.Just six weeks after the closing ofthe sale, on November30, 2006, Boden sent the Real Estate Company principal a draft sales contractoffering to repurchase the same property on behalfofFund #2, another Timbervestmanagedfund,for I4.5 million.Response to Paragraph 12:Respondents admit that on November 30, 2006, Mr. Boden sent the RealEstate Company principal a draft purchase agreement offering to purchase theproperty on behalf of a different Timbervest-managed fund for 14.5 million, butdeny that any "repurchase occurred," and any remaining allegations in thisParagraph.Paragraph I3.On December I5, 2006, the two parties entered anagreement to sell the Alabama property to Fund #2 for I4. 5 million, and the dealclosed on February I, 2007. Once again, each ofthe Timbervest Principalsreviewed and approved the deal.4

Response to Paragraph 13:Respondents state that an agreement was executed on December 27, 2006between the Real Estate Company and a different Timbervest-managed fund to sellthe Alabama property for 14.5 million, admit that this transaction closed onFebruary 1, 2007, and admit that the Timbervest Principals reviewed and approvedthe deal as members of the investment committee, but deny the remainingallegations in this Paragraph.Paragraph 14.Neither Timbervest nor its Principals sought approval for,or otherwise disclosed the affiliated nature ofthe Alabama property sale and the"parking" arrangement with the Real Estate Company, to either Fund #1 or to Fund#2.Response to Paragraph 14:Respondents deny there was any "affiliated nature of the Alabama propertysale" and any" 'parking' arrangement," and respond further that Timbervest andits Principals had full approval for the transactions executed on behalf of its clients.Respondents deny any remaining allegations in this Paragraph.Paragraph 15.By structuring the sale ofthe Alabama property to anotherTimbervest-managed fund through the use of a middleman, Timbervest concealed theunauthorized nature ofthe transaction, while imposing an undisclosed 1.05 millionparking fee on a deal between Fund #1 and Fund #2. The unauthorized sale oftheAlabama property therefore constituted a prohibited use ofthe assets of both funds.Response to Paragraph 15:Respondents deny this Paragraph.BODEN COLLECTS UNAUTHORIZED, UNDISCLOSED REAL ESTATECOMMISSIONS AND SPLITS THE COMMISSIONS WITH SHAPIRO, ZELL,AND JONESParagraph 16.In connection with the sale ofthe Alabama property inOctober 2006, and the later sale ofa timberland property in Kentucky (the"Kentucky property'') in April 2007, Boden collected a total of 1, 156,236 in realestate commissions paid to him out ofFund# 1 's pension plan assets.5

Response to Paragraph 16:Respondents deny Mr. Boden was paid commissions out of pension planassets, but admit the remaining allegations in this Paragraph.Paragraph 17.The payments were remitted to two companies- FairfaxRealty Advisors, LLC ('Fairfax'') and Westfield Realty Partners, LLC ("Westfield''),respectively. Both companies were beneficially owned by Boden and incorporatedby his personal attorney.Response to Paragraph 17:Respondents admit this Paragraph, but note that LLCs are not"incorporated."Paragraph 18.Fairfax and Westfield were shell companies, having nooffices, no assets, and no employees. The companies performed no services and wereestablishedfor the sole purpose ofreceiving these commission payments.Response to Paragraph 18:Respondents state that Mr. Boden's attorney formed Fairfax and Westfieldin order to insulate Mr. Boden as the recipient of the fees from claims by unknownthird parties, and deny the remainder of this Paragraph to the extent it isinconsistent.Upon receipt ofthe commission payments, Boden allowedParagraph 19.his attorney to keep approximately 115, 000. Boden then split the remainingproceeds equally with Shapiro, Jones, and Zell, who received approximately 260,000 each.Response to Paragraph 19:Mr. Boden paid his attorney legal fees per a 10% contingency agreementagreed to prior to consummation of the transactions and payment of the fees, andadmit that Mr. Boden later split the remaining proceeds equally with Shapiro,Jones, and Zell, but deny the remainder of this Paragraph to the extent it isinconsistent.Paragraph 20.Each ofthe Principals knew, prior to the closing ofeachtransaction, that Boden was to be paid a commission in connection with the sale ofFund# I 's assets. Each ofthe Principals also knew, at the time they received their6

share ofthe proceeds, that the funds were derived from the commission paymentsthat Boden had received on these transactions.Response to Paragraph 20:Respondents admit this Paragraph.Paragraph 21.The Principals did not disclose the commission paymentsto the Client. Moreover, because Timbervest and its Principals were fiduciaries ofFund# 1, collection ofthese payments was prohibited by ERISA and proscribed bythe operating agreement. The undisclosed commissions therefore constituted afurther prohibited use ofFund #1 's assets.Response to Paragraph 21 :Respondents deny this Paragraph.Paragraph 22.The payments to Boden were structured in a manner thatconcealed the identities ofthe recipients. For example, although Boden was thebeneficial owner of both companies, his name does not appear on any ofthe publicfilings or organizational documents ofthe two companies. Also, Fairfax andWestfield did not list their addresses as that ofTimbervest, or ofany ofBoden's otherpersonally-owned companies. Instead, the companies listed addresses in theirorganizational documents that turned out to be post office boxes at private mailstores in separate parts ofAtlanta, and the "suite numbers" noted in the businessaddresses actually corresponded to the assigned post office boxes. At the dealclosings, the commission payments were released by the escrow agents directly toFairfax and Westfield, care ofBoden's personal attorney, who then deposited theproceeds into his own Interest on Lawyer Trust Account ("IOLTA ''), not into anaccount owned by or affiliated with Boden or with Timbervest. Boden's attorneythen transferred the funds to Boden not by writing him a check, but rather by writinga check payable to one ofBoden's personal holding companies. Boden then drewcashier's checks for his partners, which were subsequently deposited into their ownpersonal accounts.Response to Paragraph 22:Respondents deny that the "payments to Mr. Boden were structured in amanner that concealed the identities of the recipients," and state that the entitiesthat received the payments were listed on the closing statement for eachtransaction. Respondents admit the remaining factual statements in this Paragraph.7

VIOLATIONSParagraph 23.As a result ofthe conduct described above Timbervestwillfully violated Sections 206(1) and 206(2) ofthe Advisers Act, which make itunlawful for an investment adviser to employ any device, scheme or artifice todefraud clients or to engage in any transaction, practice or course of business thatdefrauds clients or prospective clients.Response to Paragraph 23:Respondents deny this Paragraph.Paragraph 24.As a result ofthe conduct described above, Shapiro,Boden, Zell, and Jones willfully aided, abetted, or caused Timbervest 's violations ofSection 206(1) and 206(2) ofthe Advisers Act, which make it unlawful for aninvestment adviser to employ any device, scheme or artifice to defraud clients or toengage in any transaction, practice or course of business that defrauds clients orprospective clients.Response to Paragraph 24:Respondents deny this Paragraph.Respondents deny all allegations in the Division's Allegations unlessexpressly admitted herein.AFFIRMATIVE DEFENSES1.granted.2.The Division's Allegations fail to state a claim on which relief can beThe Relief requested by the Division is barred by the statute of limitations.3.Respondents reserve the right to plead additional affirmative defenses asthis case proceeds into discovery.4.The Disgorgement requested by the Division is unavailable because theRespondents repaid the fees over a year ago.8

PRAYER FOR RELIEF1.Respondents request an Initial Decision dismissing all claims and denyingall relief requested by the Division.2.Respondents request leave to file a motion for Summary Disposition.3.Respondents request reimbursement of their attorneys' fees and costspursuant to the Equal Access to Justice Act.This 11th day of October, 2013.Julia Blackburn StoneROGERS & HARDIN LLP2700 International Tower, Peachtree Center229 Peachtree Street, N.E.Atlanta, GA 30303Telephone: 404-522-4 700Facsimile: [email protected] for Respondent Timbervest, LLCJaliya S. FaulknerSUTHERLAND ASBILL & BRENNANLLP999 Peachtree Street, N.E.Atlanta, GA [email protected] [email protected] for Respondents Walter WilliamBoden III, Gordon Jones IL Joel BarthShapiro and Donald David Zell, Jr.9

\oJl1vSw/. VV a-lt er-E . J-os-p-in ------ yu \ S. Tameka PhillipPAUL HASTINGS LLP1170 Peachtree Street, N.E., Suite 100Atlanta, GA 30309Telephone: 404-815-2400Facsimile: [email protected] for Respondent Gordon Jones IIGeorge K tolamprosNancy R. GrunbergMCKENNA LONG & ALDRIDGE LLP1900 K Street, N.VV.VVashington, D.C. 20006Telephone: 202-496-7524Facsimile: @mckennalong.comCounsel for Respondent Joel Barth Shapiro10

Respondents state that an agreement was executed on December 27, 2006 between the Real Estate Company and a different Timbervest-managed fund to sell the Alabama property for 14.5 million, admit that this transaction closed on February 1, 2007, and a