[Federal Register Volume 73, Number 206 (Thursday, October 23, 2008)]
[Notices]
[Pages 63218-63219]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E8-25243]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. IA-2804 / 803-180]


WLD Enterprises, Inc.; Notice of Application

October 17, 2008.
AGENCY: Securities and Exchange Commission (``SEC'' or ``Commission'').

ACTION: Notice of Application for Exemption under the Investment 
Advisers Act of 1940 (``Advisers Act'').

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    Applicant: WLD Enterprises, Inc. (``Applicant'').
    Relevant Advisers Act Sections: Exemption requested under section 
202(a)(11)(G) of the Advisers Act from section 202(a)(11) of the 
Advisers Act.
    Summary of Application: Applicant requests that the Commission 
issue an order declaring it, existing and future Pool Advisory 
Entities, as defined below, and their respective employees acting 
within the scope of their employment, to be persons not within the 
intent of section 202(a)(11) of the Advisers Act, which defines the 
term ``investment adviser.''

DATES: Filing Dates: The application was filed on January 27, 2005, and 
an amended and restated application was filed on October 17, 2008.
    Hearing or Notification of Hearing: An order granting the 
application will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Commission's 
Secretary and serving Applicant with a copy of the request, personally 
or by mail. Hearing requests should be received by the Commission by 
5:30 p.m. on November 13, 2008 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 
Commission's Secretary.

ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street, 
NE., Washington, DC 20549. Applicant, WLD Enterprises, Inc., c/o 
Shelley Marciano, 401 East Las Olas Boulevard, Suite 2200, Ft. 
Lauderdale, Florida 33301.

FOR FURTHER INFORMATION CONTACT: Vivien Liu, Senior Counsel, or David 
W. Blass, Assistant Director, at (202) 551-6787 (Office of Investment 
Adviser Regulation, Division of Investment Management).

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, 100 F Street, NE., Washington DC 20549-
0102 (telephone (202) 551-5850).

Applicant's Representations

    1. The Applicant was organized as a Florida corporation to provide 
services to Mr. William Horvitz and his descendants and is wholly owned 
by Mr. William Horvitz's two children. It operates as a ``family 
office'' for Mr. William Horvitz, his wife Norma Horvitz, and their 
lineal descendants (including by adoption), and such lineal 
descendants' spouses, two step-children

[[Page 63219]]

of Mr. William Horvitz's son, such step-children's spouses and their 
children, one of Mr. William Horvitz's brothers, such brother's spouse, 
his two children and four grandchildren, and the spouses of these 
children and grandchildren (collectively, the ``Horvitz Family'' or 
``Family'').
    2. Applicant provides services exclusively to: (i) The members of 
the Horvitz Family; (ii) private charitable foundations established 
exclusively by members of the Horvitz Family (``Private Foundations''); 
(iii) trusts that exist exclusively for the benefit of members of the 
Horvitz Family and Private Foundations (``Family Trusts''); (iv) pooled 
investment vehicles that have been created exclusively for the benefit 
of, and are wholly owned by, Family members, Family Trusts, or Private 
Foundations (``Family Investment Entities''), except that certain key 
employees, as described below, are permitted to invest in these Family 
Investment Entities; and (v) solely for the purpose of investing in the 
Family Investment Entities, several executive level employees of the 
Applicant who have significant involvement with the investment advisory 
process (``Key Employees'') or revocable trusts established for the 
benefit of Key Employees (``Key Employee Trusts''). The members of the 
Horvitz Family, the Private Foundations, the Family Trusts, the Family 
Investment Entities, and solely with respect to investments in Family 
Investment Entities, the Key Employees and the Key Employee Trusts, are 
referred to collectively as the ``Family Clients.''
    3. Applicant provides both advisory services and non-advisory 
services to Family Clients, which include asset allocation advice, 
investment due diligence, recordkeeping assistance, federal and state 
tax advice, and coordination of professional relationships with 
accountants, attorneys and unaffiliated investment advisers. Applicant 
provides advisory services to Family Clients directly, or indirectly 
through persons that manage Family Investment Entities or Family Trusts 
(``Pool Advisory Entities''). All Pool Advisory Entities are wholly 
owned and controlled by the Applicant, the Horvitz Family, or Family 
Trusts.
    4. Applicant represents that it does not hold itself out to the 
public as an investment adviser. Applicant further represents that it 
is not listed in any phone book as an in investment adviser and does 
not (i) have a publicly accessible Web site, (ii) engage in any 
advertising, (iii) attend investment management-related conferences as 
a vendor, and (iv) conduct any marketing activities.
    5. Applicant represents that it and the Pool Advisory Entities do 
not and will not solicit or accept investment advisory clients from the 
public.
    6. Applicant represents that it does not operate with the purpose 
of generating a profit. It charges fees only to pay its operating 
expenses and the salaries of the professionals it employs.
    7. Applicant represents that it has provided each member of the 
Family who is not a lineal descendant (including by adoption) of Mr. 
William Horvitz and his wife Norma Horvitz or such lineal descendant' 
spouse written disclosure describing the material terms of this 
Application and the material legal effects associated with a Commission 
Order as a result of this Application, and has received written consent 
from these Family members.
    8. Applicant acknowledges that the Order, if granted, would not 
affect any legal obligation (other than those under the Advisers Act) 
relating to the services it and the Pool Advisory Entities provide to 
their clients, including without limitation any applicable state 
fiduciary obligation.

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 a part of a regular business, issues or 
promulgates analyses or reports concerning securities. * * *''
    2. Section 203(a) of the Advisers Act requires investment advisers 
to register with the SEC. Section 203(b) of the Advisers Act provides 
several exemptions from this registration requirement.
    3. Applicant represents that it currently relies on the 
registration exemption provided in section 203(b)(3) of the Advisers 
Act for advisers that have less than 15 clients. The Applicant 
anticipates that this exemption will soon be unavailable to it as the 
number of Family Clients grows. Applicant also represents that it is 
not prohibited from registering with the Commission under section 
203A(a) because it has assets under management of $25,000,000 or more.
    4. Applicant requests that the SEC declare it, the existing and 
future Pool Advisory Entities, and their respective employees acting 
within the scope of their employment, to be persons not within the 
intent of section 202(a)(11). Applicant states that there is no public 
interest in requiring that it, the Pool Advisory Entities, or their 
respective employees acting within the scope of their employment be 
registered under the Advisers Act because they offer and provide 
investment advisory services only to Family Clients.

Applicant's Conditions

    1. The Applicant and all the existing and future Pool Advisory 
Entities will offer and provide advisory services only to Family 
Clients and will not hold themselves out to the public as investment 
advisers.
    2. Members of the Horvitz Family will at all times comprise a 
majority of the Board of Directors of the Applicant.
    3. The Applicant and all the existing and future Pool Advisory 
Entities will at all times be owned, directly or indirectly, 
exclusively by one or more members of the Horvitz Family.
    4. All the existing and future Family Investment Entities: (a) Are 
excepted from the definition of ``investment company'' under section 
3(c)(1) or section 3(c)(7) of the Investment Company Act of 1940, and 
(b) are owned and controlled exclusively by the Applicant, the Pool 
Advisory Entities, or the Family Clients.
    5. If any Key Employee who owns an interest in any Family 
Investment Entity, directly or through a Key Employee Trust, is no 
longer employed by the Applicant or a Pool Advisory Entity or is no 
longer a Key Employee, his interest in such Family Investment Entity 
and/or Key Employee Trust will be limited to his investment at the time 
of termination (or at the time that he no longer is a Key Employee) 
together with reinvestment of accretions or distributions on that 
interest.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
J. Lynn Taylor,
Assistant Secretary.
[FR Doc. E8-25243 Filed 10-22-08; 8:45 am]
BILLING CODE 8011-01-P