[Federal Register Volume 70, Number 240 (Thursday, December 15, 2005)]
[Notices]
[Pages 74381-74382]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E5-7363]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. IA-2459 / 803-182]
Riverton Management, Inc.; Notice of Application
December 9, 2005.
AGENCY: Securities and Exchange Commission (``SEC'').
ACTION: Notice of Application for Exemption under the Investment
Advisers Act of 1940 (``Advisers Act'').
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Applicant: Riverton Management, Inc. (``Applicant'').
Relevant Advisers Act Sections: Exemption requested under section
202(a)(11)(F) from section 202(a)(11).
Summary of Application: Applicant requests that the SEC issue an order
declaring it and its employees acting within the scope of their
employment to be persons not within the intent of section 202(a)(11),
which defines the term ``investment adviser.''
Filing Dates: The application was filed on March 23, 2005, and amended
on November 14, 2005.
Hearing or Notification of Hearing: An order granting the application
will be issued unless the SEC orders a hearing. Interested persons may
request a hearing by writing to the SEC's Secretary and serving
Applicant with a copy of the request, personally or by mail. Hearing
requests should be received by the SEC by 5:30 p.m. on January 5, 2006
and should be accompanied by proof of service on Applicant, in the form
of an affidavit or, for lawyers, a certificate of service. Hearing
requests should state the nature of the writer's interest, the reason
for the request, and the issues contested. Persons may request
notification of a hearing by writing to the SEC's Secretary.
ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street,
NE., Washington, DC 20549-9303. Applicant, Riverton Management, Inc.,
c/o Steven R. Kruger, Esq. or Charles C. Berquist, Esq., Best &
Flanagan LLP, 225 South Sixth Street, Suite 4000, Minneapolis,
Minnesota 55402.
FOR FURTHER INFORMATION CONTACT: Catherine E. Marshall, Senior Counsel,
or Jennifer Sawin, Assistant Director, at (202) 551-6787 (Division of
Investment Management, Office of Investment Adviser Regulation).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained for a fee at the
SEC's Public Reference Branch.
Applicant's Representations
1. Applicant was incorporated in 2001 to serve as a ``family
office'' for the members of the Jerome family and their investments and
businesses.
2. Applicant provides investment advisory services to: (i) Wallace
Jerome, the lineal descendants of Wallace and Marion Jerome and spouses
of those lineal descendants (the ``Jerome Family''); and (ii) trusts
all of the primary beneficiaries of which are members of the Jerome
Family, charitable trusts and foundations created by members of the
Jerome Family, and for-profit organizations (including family
investment partnerships) that are wholly-owned directly and indirectly
by members of the Jerome Family and/or by the trusts, charitable trusts
and foundations described above (each of which is a ``Jerome Family
Entity'').
3. Applicant's investment advisory services include: discretionary
hiring, supervising and terminating of third-party registered
investment advisers; reviewing performance data and preparing reports;
monitoring and adjusting asset allocations; and advising on the
purchase and sale of mutual funds (the ``Advisory Services'').
Applicant will provide Advisory Services only to members of the Jerome
Family and to Jerome Family Entities (``Advisory Clients''). Applicant
represents that the Advisory Services currently are performed primarily
for three family investment partnerships and that sometimes it provides
Advisory
[[Page 74382]]
Services to individual members of the Jerome Family.\1\
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\1\ Applicant states that each of the family investment
partnerships that is a Jerome Family Entity is and will be owned by
not more than 100 persons, will not make a public offering of its
securities, and will come within the exception to the definition of
``investment company'' provided in section 3(c)(1) of the Investment
Company Act of 1940.
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4. Applicant states that only 16 percent of the total estimated
hours worked by all of its employees are spent providing Advisory
Services to Advisory Clients. Applicant also provides non-advisory
services to members of the Jerome Family, Jerome Family Entities, and
other controlled Jerome Family businesses. Applicant's non-advisory
services include: direct management of real estate parcels owned by the
Jerome Family's real estate limited partnerships; direct management of
auto dealerships owned by the Jerome Family and two key employees; tax
planning; trust administration; cash flow planning; estate planning;
coordination of banking and other financial accounts; and miscellaneous
bookkeeping and administrative services.
5. Applicant represents that the fees received for Advisory
Services are not designed to generate a profit.
6. Applicant is owned exclusively by members of the Jerome Family,
and its Board of Directors is composed exclusively of members of the
Jerome Family.
7. Applicant represents that it will not hold itself out to the
public as an investment adviser. Applicant represents that it is not
listed in any phone book or any other directory as an investment
adviser. Applicant further represents that it does not engage in
advertising or marketing activities, and that it will not solicit or
accept as an advisory client any person who is not a member of the
Jerome Family or a Jerome Family Entity.
Applicant's Legal Analysis
1. Section 202(a)(11) of the Advisers Act defines the term
``investment adviser'' to mean ``any person who, for compensation,
engages in the business of advising others, either directly or through
publications or writings, as to the value of securities or as to the
advisability of investing in, purchasing, or selling securities, or
who, for compensation and as part of a regular business, issues or
promulgates analyses or reports concerning securities * * *.'' Section
202(a)(11)(F) of the Advisers Act authorizes the SEC to exclude from
the definition of ``investment adviser'' persons not within the intent
of section 202(a)(11).
2. Section 203(b) of the Advisers Act provides exemptions from
registration under section 203(a). Applicant represents that it does
not qualify for any of the exemptions from registration provided by
section 203(b) and that it is not prohibited from registering with the
SEC under section 203A.
3. Applicant requests that the SEC issue an order pursuant to
section 202(a)(11)(F) declaring it, and its employees acting within the
scope of their employment, to be persons not within the intent of
section 202(a)(11).
4. Applicant asserts that there is no public interest in requiring
Applicant to be registered under the Advisers Act because there is
substantial overlap between the persons who control Applicant and the
persons who receive Advisory Services from Applicant and because there
are no members of the general public who will be receiving Advisory
Services and whose interests need protection. Applicant states that it
is a private organization that was formed to provide ``family office''
services for clients, consisting exclusively of members of the Jerome
Family and Jerome Family controlled entities. Applicant further states
that all of its outstanding stock is owned by members of the Jerome
Family and that its Board of Directors consists of five persons who are
members of the Jerome Family. Applicant also states that: it does not
hold itself out to the public as an investment adviser; does not engage
in any advertising; will not offer or provide Advisory Services to
persons other than Advisory Clients, all of whom are either members of
the Jerome Family or Jerome Family Entities; and its services as a
``family office'' will remain its exclusive function.
For the SEC, by the Division of Investment Management, under
delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. E5-7363 Filed 12-14-05; 8:45 am]
BILLING CODE 8010-01-P