82 FR 13531 - The Jeffrey Company; Notice of Application
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 47 (March 13, 2017)
Federal Register Volume 82, Issue 47 (March 13, 2017)
| Page Range | 13531-13533 | |
| FR Document | 2017-04810 |
[Federal Register Volume 82, Number 47 (Monday, March 13, 2017)] [Notices] [Pages 13531-13533] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-04810] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. IA-4659; File No. 803-00231] The Jeffrey Company; Notice of Application March 7, 2017. AGENCY: Securities and Exchange Commission (the ``Commission''). ACTION: Notice of application for an exemptive order under the Investment Advisers Act of 1940 (``Advisers Act''). ----------------------------------------------------------------------- Applicant: The Jeffrey Company (the ``Applicant''). Relevant Advisers Act Sections: Exemption requested under Section 202(a)(11)(H) of the Advisers Act from Section 202(a)(11) of the Advisers Act. Summary of Application: The Applicant requests that the Commission issue an order declaring the Applicant to be a person not within the intent of Section 202(a)(11) of the Advisers Act, which defines the term ``investment adviser.'' Filing Dates: The application was filed on September 2, 2016, and amended on December 14, 2016 and February 9, 2017. 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 the 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 April 3, 2017, and should be accompanied by proof of service on the Applicant, in the form of an affidavit or, for lawyers, a certificate of service. Pursuant to Rule 0-5 under the Advisers Act, hearing requests should state the nature of the writer's interest, any facts bearing upon the desirability of a hearing on the matter, 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, The Jeffrey Company, c/o Dan L. Jaffe, Vorys, Sater, Seymour and Pease LLP, 52 East Gay Street, Columbus, Ohio 43215. FOR FURTHER INFORMATION CONTACT: James McGinnis, Senior Counsel, at (202) 551-3025 or Holly Hunter-Ceci, Acting Assistant Chief Counsel, at (202) 551-6825 (Division of Investment Management, Chief Counsel's Office). SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained via the Commission's Web site either at http://www.sec.gov/rules/iareleases.shtml or by searching for the file number, or for an applicant using the Company name box, at http://www.sec.gov/search/search.htm, or by calling (202) 551-8090. Applicant's Representations 1. The Applicant, an Ohio corporation, is the managing member of Jeffrey LLC, a Delaware limited liability company. By acting as managing member of Jeffrey LLC, the Applicant provides services to the family and descendants of Joseph A. Jeffrey (1836-1928) (``J.A. Jeffrey''); all of the membership interests in Jeffrey LLC (``units'') are owned directly or indirectly by the descendants of J.A. Jeffrey. The securities of the Applicant also are 100% owned directly or indirectly by the descendants of J.A. Jeffrey. The Applicant is managed by a board of directors (the ``Board''), a majority of the members of which are Family Members as defined in paragraph (d)(6) of Rule 202(a)(11)(G)-1 (the ``Family Office Rule'') (with J.A. Jeffrey being the ``common ancestor'' for this purpose). Unless otherwise defined herein, capitalized terms have the same meaning as defined in the Family Office Rule. 2. The Applicant provides services (both advisory and non-advisory) to Jeffrey LLC in its capacity as the managing member of Jeffrey LLC. 3. The Applicant has engaged Katahdin Asset Management LLC, a Delaware limited liability company (``KAM''), to provide advisory and non-advisory services to, and to conduct the day-to-day operations of, Jeffrey LLC and the Applicant, with KAM's own employees (neither Jeffrey LLC nor the Applicant having employees of its own), subject to the direction of the Board. The Board also has the responsibility to establish and periodically review and change as necessary the policies, directives, and goals of Jeffrey LLC, as well as the right to monitor and evaluate the performance of KAM in implementing the policies and directives and in obtaining the goals of Jeffrey LLC. 4. The Applicant represents that (i) each person served by the Applicant is a Family Client, i.e., the Applicant has no clients other than a Family Client as required by paragraph (b)(1) of the Family Office Rule, (ii) the Applicant is owned and controlled in a manner that complies in all respects with paragraph (b)(2) of the Family Office Rule, and (iii) the Applicant does not hold itself out to the public as an investment adviser as required by paragraph (b)(3) of the Family Office Rule. 5. The Applicant represents that Jeffrey LLC currently relies on an exception from the definition of investment company pursuant to Section 3(c)(1) of the Investment Company Act of 1940, as amended (the ``ICA''). Jeffrey LLC would like to offer to additional Family Clients the opportunity to invest in Jeffrey LLC (subject to securities law compliance, including complying with applicable federal and state exemptions from the registration of its securities). The Applicant states that the 100 beneficial owner limitation of Section 3(c)(1) of the ICA would cause family friction by denying to many Family Clients the opportunity to invest in Jeffrey LLC. The Applicant states that there are approximately 350 Family Members. [[Page 13532]] Accordingly, on March 11, 2016, Jeffrey LLC filed an application with the Commission pursuant to Section 6(c) of the ICA requesting an exemption from all of the provisions of the ICA and all rules and regulations thereunder. Such exemption would permit Jeffrey LLC to allow all Family Clients the opportunity to invest in Jeffrey LLC without imposing on Jeffrey LLC the costs of registering under, and complying with, the ICA. 6. The Applicant represents that, in the event Jeffrey LLC were to exceed the 100 beneficial owner limitation of Section 3(c)(1) of the ICA, the Applicant would continue to meet the three general conditions of the Family Office Rule set forth in item 4 above, with the exception that Jeffrey LLC would not qualify as a Family Client, as more fully described below. The Applicant represents that the assets owned beneficially by Family Members and/or Family Entities (including assets beneficially owned by Family Members and/or Family Entities indirectly through Jeffrey LLC) will account for at least 75% of the assets for which the Applicant provides services. 7. The Applicant represents that units have not been, and will not be, offered or sold to the public. The Applicant states that under Jeffrey LLC's limited liability company agreement, sales or other transfers of units for value to any purchaser, other than to Jeffrey LLC itself, are prohibited. The Applicant further states that transfers for value to existing members or other Family Clients are prohibited.\1\ The Applicant represents that a market never will develop for units. Applicant represents that the exit strategies available to a Family Client will be to surrender units for redemption by Jeffrey LLC at fair market value or to gift or contribute units to other Family Clients. Investors are permitted to redeem their units at the end of each calendar quarter. --------------------------------------------------------------------------- \1\ Applicant states that Jeffrey LLC allows a very limited exception for estate planning transfers for value, such as installment sales to a grantor trust. Any such transfers will be made only to Family Clients. Additionally, investors are permitted to pledge units as collateral for a loan, but only if the pledge documents require, in lieu of foreclosure or other enforcement action in the event of a default, that the pledged units be redeemed by Jeffrey LLC prior to any transfer of economic or voting rights. In the event that units are pledged, the party to which such units are pledged shall not receive direct economic benefit from the units nor can such party directly or indirectly vote the units. --------------------------------------------------------------------------- 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. The Applicant currently complies with the Family Office Rule, and thus the Applicant is not considered to be an ``investment adviser'' under Section 202(a)(11) of the Advisers Act. In the event that Jeffrey LLC were to exceed the 100 beneficial owner limitation of Section 3(c)(1) of the ICA and thereby no longer would be excepted from the definition of ``investment company'' under the ICA, the Applicant would not comply with the Family Office Rule exclusion from the term ``investment adviser'' because the Applicant's ``client'' (Jeffrey LLC) would not qualify as a Family Client under paragraph (d)(4)(xi) of the Family Office Rule. The Applicant does not qualify for any of the exemptions from registration as an investment adviser set forth in Section 203(b) of the Advisers Act and, because the Applicant has regulatory assets under management of more than $100 million, the Applicant is not prohibited from registering with the Commission under Section 203A(a) of the Advisers Act. Therefore, absent relief, the Applicant may be required to register as an investment adviser under Section 203(a) of the Advisers Act. 3. The Applicant submits that, in the event Jeffrey LLC were to exceed the 100 beneficial owner limitation of Section 3(c)(1) of the ICA, the Applicant's relationship with Jeffrey LLC would not change the nature of the Applicant into that of a commercial advisory firm. In support of this argument, the Applicant notes that the Applicant would continue to be held entirely by Family Clients, and the Applicant would continue not to hold itself out to the public as an investment adviser. The Applicant represents that Jeffrey LLC would continue to be managed and controlled by the Applicant, which in turn is managed by the Board, a majority of the members of which are Family Members. 4. The Applicant states that, in requesting the order, the Applicant is not attempting to expand its operations or engage in any level of commercial activity to which the Advisers Act is designed to apply. Further, in the event Jeffrey LLC receives from the Commission an order exempting Jeffrey LLC from all of the provisions of the ICA and all rules and regulations thereunder, given the conditions of such exemptive order, which are designed to alleviate the policy concerns implicated by expanding Jeffrey LLC beyond one hundred investors, the Applicant submits that there is no practical difference from a regulatory standpoint between (i) a pooled investment vehicle created exclusively for the benefit of and wholly owned by Family Clients that is ``excepted from the definition'' of ``investment company'' under the ICA, and (ii) such a pooled investment vehicle that is, by virtue of a Commission order, exempt from all the provisions of the ICA and all rules and regulations thereunder. 5. The Applicant also submits that there is no public interest in requiring the Applicant to be registered under the Advisers Act. The Applicant's services as managing member of Jeffrey LLC are specifically and exclusively tailored to the needs of Jeffrey LLC. In the event Jeffrey LLC were to exceed 100 beneficial owners, the Applicant's only ``client'' would continue to be Jeffrey LLC (and possibly other Family Clients). 6. The Applicant argues that, although the Family Office Rule largely codified the exemptive orders that the Commission had previously issued before the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Commission recognized in proposing the Family Office Rule that the exact representations, conditions, or terms contained in every exemptive order could not be captured in a rule of general applicability. The Commission noted that family offices would remain free to seek a Commission exemptive order to advise an individual or entity that did not meet the proposed ``family client'' definition, and that certain situations may raise unique conflicts and issues that are more appropriately addressed through an exemptive order process where the Commission can consider the specific facts and circumstances, than through a rule of general applicability. 7. The Applicant notes that the Commission has issued orders subsequent to the adoption of the Family Office Rule, and that each of those orders treated the applicant as a Family Office even though the applicant was providing services to persons who did not fall within the definition of ``Family Client.'' The Applicant submits that those orders recognized unusual circumstances in which an entity provided services to such persons while remaining focused on a single family's needs. The Applicant maintains that its unusual circumstances-- providing services, in its capacity as a managing member, to an entity that currently qualifies as a Family Client because it is excepted from the definition of [[Page 13533]] ``investment company'' under the ICA but would not be so excepted if it were to exceed 100 beneficial owners--would not change the nature of the Applicant's operations into that of a commercial advisory business, and that an exemptive order is appropriate based on the Applicant's facts and circumstances. 8. For the foregoing reasons, the Applicant requests an order declaring it to be a person not within the intent of Section 202(a)(11) of the Advisers Act. The Applicant submits that the order is necessary and appropriate, in the public interest, consistent with the protection of investors, and consistent with the purposes fairly intended by the policy and provisions of the Advisers Act. Applicant's Conditions 1. The Applicant will offer and provide services only to: (i) Jeffrey LLC, which will generally be deemed to be, and treated as if it were, a Family Client, and (ii) other Family Clients. 2. The Applicant at all times will be wholly owned by Family Clients and exclusively controlled (directly or indirectly) by one or more Family Members and/or Family Entities as defined in paragraph (d)(5) of the Family Office Rule. 3. Jeffrey LLC at all times will be wholly owned by Family Clients. 4. At all times the assets beneficially owned by Family Members and/or Family Entities (including assets beneficially owned by Family Members and/or Family Entities indirectly through Jeffrey LLC) will account for at least 75% of the assets for which the Applicant provides services. 5. The Applicant will comply with all the terms for exclusion from the definition of ``investment adviser'' under the Advisers Act set forth in the Family Office Rule except for the limited exception requested by the application. For the Commission, by the Division of Investment Management, under delegated authority. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017-04810 Filed 3-10-17; 8:45 am] BILLING CODE 8011-01-P
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appropriate in the public interest and SUMMARY OF APPLICATION: The Applicant also are 100% owned directly or
consistent with the protection of requests that the Commission issue an indirectly by the descendants of J.A.
investors and the purposes fairly order declaring the Applicant to be a Jeffrey. The Applicant is managed by a
intended by the policy and provisions of person not within the intent of Section board of directors (the ‘‘Board’’), a
the Act. Section 12(d)(1)(J) of the Act 202(a)(11) of the Advisers Act, which majority of the members of which are
provides that the Commission may defines the term ‘‘investment adviser.’’ Family Members as defined in
exempt any person, security, or FILING DATES: The application was filed paragraph (d)(6) of Rule 202(a)(11)(G)–1
transaction, or any class or classes of on September 2, 2016, and amended on (the ‘‘Family Office Rule’’) (with J.A.
persons, securities, or transactions, from December 14, 2016 and February 9, Jeffrey being the ‘‘common ancestor’’ for
any provision of section 12(d)(1) if the 2017. this purpose). Unless otherwise defined
exemption is consistent with the public HEARING OR NOTIFICATION OF HEARING: An herein, capitalized terms have the same
interest and the protection of investors. order granting the application will be meaning as defined in the Family Office
Section 17(b) of the Act authorizes the issued unless the Commission orders a Rule.
Commission to grant an order hearing. Interested persons may request 2. The Applicant provides services
permitting a transaction otherwise a hearing by writing to the (both advisory and non-advisory) to
prohibited by section 17(a) if it finds Commission’s Secretary and serving the Jeffrey LLC in its capacity as the
that (a) the terms of the proposed Applicant with a copy of the request, managing member of Jeffrey LLC.
transaction are fair and reasonable and personally or by mail. Hearing requests 3. The Applicant has engaged
do not involve overreaching on the part should be received by the Commission Katahdin Asset Management LLC, a
of any person concerned; (b) the by 5:30 p.m. on April 3, 2017, and Delaware limited liability company
proposed transaction is consistent with should be accompanied by proof of (‘‘KAM’’), to provide advisory and non-
the policies of each registered service on the Applicant, in the form of advisory services to, and to conduct the
investment company involved; and (c) an affidavit or, for lawyers, a certificate day-to-day operations of, Jeffrey LLC
the proposed transaction is consistent of service. Pursuant to Rule 0–5 under and the Applicant, with KAM’s own
with the general purposes of the Act. the Advisers Act, hearing requests employees (neither Jeffrey LLC nor the
Rule 17d–1(b) under the Act provides should state the nature of the writer’s Applicant having employees of its own),
that in passing upon an application filed interest, any facts bearing upon the subject to the direction of the Board.
under the rule, the Commission will The Board also has the responsibility to
desirability of a hearing on the matter,
consider whether the participation of establish and periodically review and
the reason for the request, and the issues
the registered investment company in a change as necessary the policies,
contested. Persons may request
joint enterprise, joint arrangement or directives, and goals of Jeffrey LLC, as
notification of a hearing by writing to
profit sharing plan on the basis well as the right to monitor and evaluate
the Commission’s Secretary.
the performance of KAM in
proposed is consistent with the ADDRESSES: Secretary, Securities and implementing the policies and
provisions, policies and purposes of the Exchange Commission, 100 F Street NE., directives and in obtaining the goals of
Act and the extent to which such Washington, DC 20549. Applicant, The Jeffrey LLC.
participation is on a basis different from Jeffrey Company, c/o Dan L. Jaffe, Vorys, 4. The Applicant represents that (i)
or less advantageous than that of the Sater, Seymour and Pease LLP, 52 East each person served by the Applicant is
other participants. Gay Street, Columbus, Ohio 43215. a Family Client, i.e., the Applicant has
For the Commission, by the Division of FOR FURTHER INFORMATION CONTACT: no clients other than a Family Client as
Investment Management, under delegated James McGinnis, Senior Counsel, at required by paragraph (b)(1) of the
authority. (202) 551–3025 or Holly Hunter-Ceci, Family Office Rule, (ii) the Applicant is
Eduardo A. Aleman, Acting Assistant Chief Counsel, at (202) owned and controlled in a manner that
Assistant Secretary. 551–6825 (Division of Investment complies in all respects with paragraph
[FR Doc. 2017–04812 Filed 3–10–17; 8:45 am] Management, Chief Counsel’s Office). (b)(2) of the Family Office Rule, and (iii)
BILLING CODE 8011–01–P SUPPLEMENTARY INFORMATION: The the Applicant does not hold itself out to
following is a summary of the the public as an investment adviser as
application. The complete application required by paragraph (b)(3) of the
SECURITIES AND EXCHANGE may be obtained via the Commission’s Family Office Rule.
COMMISSION Web site either at http://www.sec.gov/ 5. The Applicant represents that
rules/iareleases.shtml or by searching Jeffrey LLC currently relies on an
[Release No. IA–4659; File No. 803–00231] for the file number, or for an applicant exception from the definition of
using the Company name box, at http:// investment company pursuant to
The Jeffrey Company; Notice of www.sec.gov/search/search.htm, or by Section 3(c)(1) of the Investment
Application calling (202) 551–8090. Company Act of 1940, as amended (the
‘‘ICA’’). Jeffrey LLC would like to offer
March 7, 2017. Applicant’s Representations to additional Family Clients the
AGENCY: Securities and Exchange 1. The Applicant, an Ohio opportunity to invest in Jeffrey LLC
Commission (the ‘‘Commission’’). corporation, is the managing member of (subject to securities law compliance,
ACTION: Notice of application for an Jeffrey LLC, a Delaware limited liability including complying with applicable
exemptive order under the Investment company. By acting as managing federal and state exemptions from the
Advisers Act of 1940 (‘‘Advisers Act’’). member of Jeffrey LLC, the Applicant registration of its securities). The
mstockstill on DSK3G9T082PROD with NOTICES
provides services to the family and Applicant states that the 100 beneficial
APPLICANT: The Jeffrey Company (the descendants of Joseph A. Jeffrey (1836– owner limitation of Section 3(c)(1) of
‘‘Applicant’’). 1928) (‘‘J.A. Jeffrey’’); all of the the ICA would cause family friction by
RELEVANT ADVISERS ACT SECTIONS: membership interests in Jeffrey LLC denying to many Family Clients the
Exemption requested under Section (‘‘units’’) are owned directly or opportunity to invest in Jeffrey LLC. The
202(a)(11)(H) of the Advisers Act from indirectly by the descendants of J.A. Applicant states that there are
Section 202(a)(11) of the Advisers Act. Jeffrey. The securities of the Applicant approximately 350 Family Members.
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![Federal Register / Vol. 82, No. 47 / Monday, March 13, 2017 / Notices 13533
‘‘investment company’’ under the ICA Investment Company Act of 1940 (the 1928) (‘‘J.A. Jeffrey’’). Approximately
but would not be so excepted if it were ‘‘Act’’) for an exemption from all 50% of the units of membership interest
to exceed 100 beneficial owners—would provisions of the Act and all rules and in Applicant (‘‘units’’) are owned by TJC
not change the nature of the Applicant’s regulations thereunder. as the managing member, with the
operations into that of a commercial remaining units being owned by trusts
advisory business, and that an SUMMARY OF APPLICATION: Applicant for descendants of J.A. Jeffrey. 100% of
exemptive order is appropriate based on requests an order for an exemption from Applicant’s units are owned directly or
the Applicant’s facts and circumstances. all provisions of the Act and all rules indirectly by trusts for descendants of
8. For the foregoing reasons, the and regulations thereunder, as J.A. Jeffrey.
Applicant requests an order declaring it Applicant is a private investment 2. J.A. Jeffrey created the Joseph A.
to be a person not within the intent of company wholly owned and controlled Jeffrey Trust (the ‘‘Trust’’) on May 6,
Section 202(a)(11) of the Advisers Act. by a single family. 1914, for the benefit of his descendants,
The Applicant submits that the order is APPLICANT: Jeffrey LLC (‘‘Applicant’’). and transferred virtually all of the TJC
necessary and appropriate, in the public shares to the Trust. TJC was founded to
FILING DATES: The application was filed
interest, consistent with the protection manufacture the world’s first coal-
on March 11, 2016 and amended on
of investors, and consistent with the mining machines. TJC sold its operating
September 2, 2016, December 14, 2016,
purposes fairly intended by the policy assets to Dresser Industries in 1974 and
and February 9, 2017.
and provisions of the Advisers Act. became a pure investment enterprise.
HEARING OR NOTIFICATION OF HEARING: An TJC thereafter relied on an exception
Applicant’s Conditions order granting the requested relief will from the definition of investment
1. The Applicant will offer and be issued unless the Commission orders company pursuant to Section 3(c)(1) of
provide services only to: (i) Jeffrey LLC, a hearing. Interested persons may the Investment Company Act of 1940, as
which will generally be deemed to be, request a hearing by writing to the amended (the ‘‘Act’’). In 2002, the Trust
and treated as if it were, a Family Client, Commission’s Secretary and serving was divided into separate trusts, one for
and (ii) other Family Clients. applicant with a copy of the request, each current income beneficiary (each
2. The Applicant at all times will be personally or by mail. Hearing requests an ‘‘Individual Trust’’), but still
wholly owned by Family Clients and should be received by the Commission operating pursuant to the terms of the
exclusively controlled (directly or by 5:30 p.m. on April 3, 2017, and instrument establishing the Trust. In
indirectly) by one or more Family should be accompanied by proof of 2009, in connection with the formation
Members and/or Family Entities as service on applicant, in the form of an of Applicant, TJC contributed
defined in paragraph (d)(5) of the affidavit or, for lawyers, a certificate of marketable securities to Applicant in
Family Office Rule. service. Hearing requests should state exchange for 100% of the units in
3. Jeffrey LLC at all times will be the nature of the writer’s interest, the Applicant, and immediately distributed
wholly owned by Family Clients. reason for the request, and the issues the non-managing member units to
4. At all times the assets beneficially contested. Persons who wish to be TJC’s shareholders. In 2010 and then
owned by Family Members and/or notified of a hearing may request again in 2011, TJC distributed
Family Entities (including assets notification by writing to the marketable securities to its
beneficially owned by Family Members Commission’s Secretary. shareholders, who in turn contributed
and/or Family Entities indirectly those securities to Applicant in
ADDRESSES: Secretary, U.S. Securities
through Jeffrey LLC) will account for at exchange for additional units in
least 75% of the assets for which the and Exchange Commission, 100 F St.
NE., Washington, DC 20549–1090. Applicant.
Applicant provides services. 3. TJC contributed to Applicant, as of
5. The Applicant will comply with all Applicant: Jeffrey LLC, 100 East Broad
Street, Suite 1700, Columbus, OH December 31, 2016, 100% of TJC’s
the terms for exclusion from the
43215. marketable securities and other assets
definition of ‘‘investment adviser’’
(excluding its managing member units
under the Advisers Act set forth in the FOR FURTHER INFORMATION CONTACT:
in Applicant and any assets associated
Family Office Rule except for the James D. McGinnis, Senior Counsel, at with TJC’s deferred compensation
limited exception requested by the (202) 551–3025, or Holly Hunter-Ceci, plans) in exchange for additional
application. Acting Assistant Chief Counsel, at (202) managing member units in Applicant.1
For the Commission, by the Division of 551–6825 (Chief Counsel’s Office, Applicant states that the number of
Investment Management, under delegated Division of Investment Management). additional units in Applicant issued to
authority. SUPPLEMENTARY INFORMATION: The TJC as of December 31, 2016 was based
Eduardo A. Aleman, following is a summary of the on relative fair market value at that
Assistant Secretary. application. The complete application time. As a result of the contribution,
[FR Doc. 2017–04810 Filed 3–10–17; 8:45 am] may be obtained via the Commission’s Applicant holds essentially all of the
BILLING CODE 8011–01–P Web site by searching for the file family enterprise’s investment assets.
number, or for an applicant using the 4. On January 17, 2017, the Trust
Company name box, at http:// terminated pursuant to its terms, and
SECURITIES AND EXCHANGE www.sec.gov/search/search.htm or by the assets of each Individual Trust
COMMISSION calling (202) 551–8090. (substantially all of which consist of
[Release No. IC–32526; File No. 812–14624] Applicant’s Representations units in Applicant and shares of TJC)
mstockstill on DSK3G9T082PROD with NOTICES
became distributable to the then-current
Jeffrey LLC; Notice of Application 1. Applicant is a Delaware limited
liability company. Applicant’s 1 As a result of such contribution, virtually all of
March 7, 2017. managing member is The Jeffrey TJC’s assets consist of the managing member units
AGENCY: Securities and Exchange Company, an Ohio corporation (‘‘TJC’’). in Applicant, which Applicant has determined are
Commission (‘‘Commission’’). not securities. Applicant has stated that, as such,
All of the outstanding shares of capital TJC itself can no longer rely on Section 3(c)(1) of
ACTION: Notice of application for an stock of TJC are owned by trusts for the Act and does require the relief requested by the
order under section 6(c) of the descendants of Joseph A. Jeffrey (1836– application.
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Document Created: 2018-02-01 14:57:50
Document Modified: 2018-02-01 14:57:50
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| Action | Notice of application for an exemptive order under the Investment Advisers Act of 1940 (``Advisers Act''). | |
| Dates | The application was filed on September 2, 2016, and amended on December 14, 2016 and February 9, 2017. | |
| Contact | James McGinnis, Senior Counsel, at (202) 551-3025 or Holly Hunter-Ceci, Acting Assistant Chief Counsel, at (202) 551-6825 (Division of Investment Management, Chief Counsel's Office). | |
| FR Citation | 82 FR 13531 |
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