Adler Management, L.L.C.; Notice of Application, 15498-15499 [E6-4430]

Download as PDF 15498 Federal Register / Vol. 71, No. 59 / Tuesday, March 28, 2006 / Notices Dated: March 20, 2006. Nancy M. Morris, Secretary. [FR Doc. E6–4431 Filed 3–27–06; 8:45 am] The following is a summary of the application. The complete application may be obtained for a fee at the SEC’s Public Reference Branch. SUPPLEMENTARY INFORMATION: BILLING CODE 8010–01–P Applicant’s Representations SECURITIES AND EXCHANGE COMMISSION [Release No. IA–2500/803–187] Adler Management, L.L.C.; Notice of Application March 21, 2006. Securities and Exchange Commission (SEC). ACTION: Notice of application for exemption under the Investment Advisers Act of 1940 (‘‘Advisers Act’’). AGENCY: Adler Management, L.L.C. (‘‘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 July 25, 2005, and amended on January 31, 2006. 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 April 13, 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. APPLICANT: Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549–1090. Applicant, Adler Management, L.L.C., c/o Luz Campa, 10350 Bren Road West, Minnetonka, Minnesota 55343. 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). cprice-sewell on PROD1PC66 with NOTICES ADDRESSES: VerDate Aug<31>2005 15:19 Mar 27, 2006 Jkt 208001 1. Applicant was organized in 1996 to serve exclusively as a ‘‘family office’’ for the members of the Rauenhorst family, its entities and charities. Applicant states this will continue to be the sole purpose for its existence. Applicant provides services to: (i) Gerald and Henrietta Rauenhorst, their lineal descendants (including by adoption) and spouses of their lineal descendants (the ‘‘Rauenhorst Family’’); (ii) entities that receive investment advisory services from Applicant that are beneficially and solely owned by (with one exception as provided herein) or solely for the benefit of various members of the Rauenhorst Family, and several entities that do not and will not receive investment advisory services from Applicant and each of which is majority-owned by members of the Rauenhorst Family and is also owned by employees or former employees of Applicant (‘‘Rauenhorst Family Entities’’); and (iii) charitable entities that were created by and are administered under the discretion of members of the Rauenhorst Family (‘‘Rauenhorst Family Charities’’). (Persons receiving services from Applicant are referred to herein as ‘‘Clients’’. Clients that receive investment advisory services from Applicant are referred to herein as ‘‘Advisory Clients’’.) 2. Applicant is owned exclusively by members of the Rauenhorst Family and its Board of Directors is composed exclusively of members of the Rauenhorst Family. Applicant’s Board of Directors oversees all aspects of Applicant’s operations. 3. Applicant represents that as a ‘‘family office’’, it provides a wide range of general management services to Clients, including budget preparation and management services; recordkeeping, bookkeeping and accounting services; federal and state tax return preparation services; real asset management services; insurance and risk management services; custodian and executor services; estate planning services; federal and state tax planning; coordination with accountants and attorneys; investment advisory services; and other administrative services. 4. Applicant represents that the fees it receives cover only its costs and are not intended to generate a profit. PO 00000 Frm 00127 Fmt 4703 Sfmt 4703 5. Applicant represents that it does not hold itself out to the public as an investment adviser. Applicant represents that it is not listed in any phone book as an investment adviser or in any other directory as an investment adviser. 6. Applicant represents that it does not engage in advertising and that it will not solicit or accept as a client any person who is not a member of the Rauenhorst Family, a Rauenhorst Family Entity or a Rauenhorst Family Charity. 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(a) of the Advisers Act requires investment advisers to register with the SEC except as provided in section 203(b) and 203A. Section 203(b) of the Advisers Act provides 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 because it only has thirteen (13) clients. Applicant represents, however, that this exemption is operating as a constraint on its ability to provide advisory services to Clients, as children in the Rauenhorst Family cease to be minors and leave their childhood households. Applicant represents that it is not eligible for any other registration exemptions provided in section 203(b) and that it is not prohibited from registering with the SEC under section 203A(a) because Applicant has assets under management of not less than $25,000,000. 4. 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). 5. Applicant states that there is no public interest in requiring it to be registered under the Advisers Act. Applicant states that it was formed to be E:\FR\FM\28MRN1.SGM 28MRN1 Federal Register / Vol. 71, No. 59 / Tuesday, March 28, 2006 / Notices the ‘‘family office’’ for the Rauenhorst Family. Applicant represents that all of its clients are members of the Rauenhorst Family, Rauenhorst Family Entities or Rauenhorst Family Charities. Applicant further asserts that the interests of the Applicant, its employees and its Clients are closely aligned because Applicant is owned exclusively and controlled by members of the Rauenhorst Family; Applicant’s employees are fully accountable to Applicant’s Board of Directors, which consists exclusively of members of the Rauenhorst Family; and the Clients are all either members of the Rauenhorst Family, Rauenhorst Family Entities and Charities. Applicant represents that only one person who is not a Rauenhorst Family member has any beneficial interest in a Rauenhorst Family Entity that is an Advisory Client of Applicant. This person is a long-standing loyal family employee, and he will not be permitted to increase his existing investment or to invest in other Rauenhorst Family Entities. Applicant states that apart from this isolated exception, it will prohibit persons that are not members of the Rauenhorst Family, Rauenhorst Family Charities or Rauenhorst Family Entities from investing in Rauenhorst Family Entities that are Applicant’s Advisory Clients.1 For the SEC, by the Division of Investment Management, under delegated authority. Nancy M. Morris, Secretary. [FR Doc. E6–4430 Filed 3–27–06; 8:45 am] The General Counsel of the Commission, or his designee, has certified that, in his opinion, one or more of the exemptions set forth in 5 U.S.C. 552b(c)(3), (5), (7), (9)(B), and (10) and 17 CFR 200.402(a)(3), (5), (7), 9(ii) and (10) permit consideration of the scheduled matters at the Closed Meeting. Commissioner Campos, as duty officer, voted to consider the items listed for the closed meeting in closed session. The subject matter of the Closed Meeting scheduled for Thursday, March 30, 2006 will be: Institution and settlement of injunctive actions; Institution and settlement of administrative proceedings of an enforcement nature; and Formal orders of investigation. At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: The Office of the Secretary at (202) 551–5400. Dated: March 23, 2006. Nancy M. Morris, Secretary. [FR Doc. 06–3010 Filed 3–24–06; 11:18 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION BILLING CODE 8010–01–P [Release No. 34–53544; File No. SR–BSE– 2005–46] SECURITIES AND EXCHANGE COMMISSION Self-Regulatory Organizations; Boston Stock Exchange, Inc.; Notice of Filing of Proposed Rule Change and Amendment Nos. 1 and 2 Thereto to Amend Exchange Delisting Rules to Conform to Recent Amendments to Commission Rules Regarding Removal From Listing and Withdrawal From Registration cprice-sewell on PROD1PC66 with NOTICES Sunshine Act Meeting Notice is hereby given, pursuant to the provisions of the Government in the Sunshine Act, Public Law 94–409, that the Securities and Exchange Commission will hold the following meeting during the week of March 27, 2006: A Closed Meeting will be held on Thursday, March 30, 2006 at 2:30 p.m. Commissioners, Counsel to the Commissioners, the Secretary to the Commission, and recording secretaries will attend the Closed Meeting. Certain staff members who have an interest in the matters may also be present. 1 Applicant further states that Rauenhorst Family Entities that are only majority-owned by members of the Rauenhorst Family and are owned by employees or former employees of Applicant do not and will not receive investment advisory services from Applicant. VerDate Aug<31>2005 15:19 Mar 27, 2006 Jkt 208001 March 23, 2006. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1, and Rule 19b–4 2 thereunder, notice is hereby given that on October 24, 2005, the Boston Stock Exchange, Inc. (‘‘BSE’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the BSE. On March 16, 2006, BSE filed Amendment 1 15 2 17 PO 00000 U.S.C. 78s(b)(1). CFR 240.19b–4. Frm 00128 Fmt 4703 Sfmt 4703 15499 No. 1 to the proposed rule change.3 BSE filed Amendment No. 2 to the proposed rule change on March 21, 2006.4 The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to amend its rules regarding delisting securities. The text of the proposed rule change is below. Proposed new language is italicized. * * * * * RULES OF THE BOSTON STOCK EXCHANGE Chapter XXVII Listed Securities— Requirements SEC. 1. No change. SEC. 2. (a) Voluntary Withdrawal from Listing An issuer proposing to withdraw a security from listing shall provide to the Exchange a certified copy of a resolution of the board of directors of the issuer authorizing withdrawal from listing. Once the copy is provided to the Exchange, the issuer must comply with Exchange Act Rule 12d2–2(c). Specifically, the issuer must: 1) comply with all applicable laws in effect in the state in which the issuer is incorporated; 2) provide written notice, which describes the security involved and all material facts relating to the reasons for withdrawal, to the Exchange no fewer then 10 days before the issuer files an application on Form 25 with the Securities and Exchange Commission; 3) publish notice, contemporaneous with providing written notice to the Exchange, through a press release, and if it has a publicly accessible website by posting such notice on that website, which shall remain available until the delisting on Form 25 becomes effective. Upon receipt of such notice from the issuer, the Exchange, as required by Rule 12d2–2(c)(3), shall post notice of 3 In Amendment No. 1, BSE amended its rule text to clarify that an issuer that is below the continued listing policies and standards of the Exchange and seeks to voluntarily apply to withdraw a class of securities from listing must disclose that it is no longer eligible for continued listing in its statement of material facts relating to the reason for withdrawal from listing, its public press release, and its Web site notice. In addition, BSE revised its rule text to clarify which provisions in its appeal procedures were based on calendar or business days and to cross-reference its rules regarding the Exchange’s basis for involuntary delisting of a class of securities by the Exchange. 4 Amendment No. 2 replaced and superseded the Exchange’s original Form 19b–4 in its entirety. E:\FR\FM\28MRN1.SGM 28MRN1

Agencies

[Federal Register Volume 71, Number 59 (Tuesday, March 28, 2006)]
[Notices]
[Pages 15498-15499]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E6-4430]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. IA-2500/803-187]


Adler Management, L.L.C.; Notice of Application

March 21, 2006.
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: Adler Management, L.L.C. (``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 July 25, 2005, and amended 
on January 31, 2006.

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 April 13, 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 20549-1090. Applicant, Adler Management, L.L.C., c/
o Luz Campa, 10350 Bren Road West, Minnetonka, Minnesota 55343.

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 organized in 1996 to serve exclusively as a 
``family office'' for the members of the Rauenhorst family, its 
entities and charities. Applicant states this will continue to be the 
sole purpose for its existence. Applicant provides services to: (i) 
Gerald and Henrietta Rauenhorst, their lineal descendants (including by 
adoption) and spouses of their lineal descendants (the ``Rauenhorst 
Family''); (ii) entities that receive investment advisory services from 
Applicant that are beneficially and solely owned by (with one exception 
as provided herein) or solely for the benefit of various members of the 
Rauenhorst Family, and several entities that do not and will not 
receive investment advisory services from Applicant and each of which 
is majority-owned by members of the Rauenhorst Family and is also owned 
by employees or former employees of Applicant (``Rauenhorst Family 
Entities''); and (iii) charitable entities that were created by and are 
administered under the discretion of members of the Rauenhorst Family 
(``Rauenhorst Family Charities''). (Persons receiving services from 
Applicant are referred to herein as ``Clients''. Clients that receive 
investment advisory services from Applicant are referred to herein as 
``Advisory Clients''.)
    2. Applicant is owned exclusively by members of the Rauenhorst 
Family and its Board of Directors is composed exclusively of members of 
the Rauenhorst Family. Applicant's Board of Directors oversees all 
aspects of Applicant's operations.
    3. Applicant represents that as a ``family office'', it provides a 
wide range of general management services to Clients, including budget 
preparation and management services; recordkeeping, bookkeeping and 
accounting services; federal and state tax return preparation services; 
real asset management services; insurance and risk management services; 
custodian and executor services; estate planning services; federal and 
state tax planning; coordination with accountants and attorneys; 
investment advisory services; and other administrative services.
    4. Applicant represents that the fees it receives cover only its 
costs and are not intended to generate a profit.
    5. Applicant represents that it does not hold itself out to the 
public as an investment adviser. Applicant represents that it is not 
listed in any phone book as an investment adviser or in any other 
directory as an investment adviser.
    6. Applicant represents that it does not engage in advertising and 
that it will not solicit or accept as a client any person who is not a 
member of the Rauenhorst Family, a Rauenhorst Family Entity or a 
Rauenhorst Family Charity.

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(a) of the Advisers Act requires investment advisers 
to register with the SEC except as provided in section 203(b) and 203A. 
Section 203(b) of the Advisers Act provides 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 because it only has thirteen (13) clients. Applicant represents, 
however, that this exemption is operating as a constraint on its 
ability to provide advisory services to Clients, as children in the 
Rauenhorst Family cease to be minors and leave their childhood 
households. Applicant represents that it is not eligible for any other 
registration exemptions provided in section 203(b) and that it is not 
prohibited from registering with the SEC under section 203A(a) because 
Applicant has assets under management of not less than $25,000,000.
    4. 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).
    5. Applicant states that there is no public interest in requiring 
it to be registered under the Advisers Act. Applicant states that it 
was formed to be

[[Page 15499]]

the ``family office'' for the Rauenhorst Family. Applicant represents 
that all of its clients are members of the Rauenhorst Family, 
Rauenhorst Family Entities or Rauenhorst Family Charities. Applicant 
further asserts that the interests of the Applicant, its employees and 
its Clients are closely aligned because Applicant is owned exclusively 
and controlled by members of the Rauenhorst Family; Applicant's 
employees are fully accountable to Applicant's Board of Directors, 
which consists exclusively of members of the Rauenhorst Family; and the 
Clients are all either members of the Rauenhorst Family, Rauenhorst 
Family Entities and Charities. Applicant represents that only one 
person who is not a Rauenhorst Family member has any beneficial 
interest in a Rauenhorst Family Entity that is an Advisory Client of 
Applicant. This person is a long-standing loyal family employee, and he 
will not be permitted to increase his existing investment or to invest 
in other Rauenhorst Family Entities. Applicant states that apart from 
this isolated exception, it will prohibit persons that are not members 
of the Rauenhorst Family, Rauenhorst Family Charities or Rauenhorst 
Family Entities from investing in Rauenhorst Family Entities that are 
Applicant's Advisory Clients.\1\
---------------------------------------------------------------------------

    \1\ Applicant further states that Rauenhorst Family Entities 
that are only majority-owned by members of the Rauenhorst Family and 
are owned by employees or former employees of Applicant do not and 
will not receive investment advisory services from Applicant.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Nancy M. Morris,
Secretary.
 [FR Doc. E6-4430 Filed 3-27-06; 8:45 am]
BILLING CODE 8010-01-P