E5-826. Parkland Management Company, L.L.C.; Notice of Application

February 24, 2005.

AGENCY:

Securities and Exchange Commission (“SEC”); Notice of Application.

ACTION:

Notice of Application for Exemption under the Investment Advisers Act of 1940 (“Advisers Act”).

Applicant: Parkland Management Company, 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 an order declaring it to be a person not within the intent of section 202(a)(11), which defines the term “investment adviser.”

Filing Dates: The application was filed on December 4, 2003 and amended on June 28, 2004, September 8, 2004, and January 18, 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 March 21, 2005 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, SEC, 450 Fifth Street, NW., Washington, DC 20549. Applicant, Parkland Management Company, L.L.C., c/o Leo Krulitz, 1001 Lakeside Avenue, Suite 900, Cleveland, Ohio 44114.

FOR FURTHER INFORMATION CONTACT:

Daniel S. Kahl, Senior Counsel, or Jamey Basham, Branch Chief, at [phone] (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 as an Ohio corporation in 1987 by the H.R.H. Family Trust (the “Trust”), which owned all of Applicant's outstanding stock. The Trust beneficiaries were certain members of the Harry R. Horvitz and Lois U. Horvitz family. In 1998, Applicant was reorganized as a single member Ohio limited liability company, and in January 2003, ownership was transferred equally to the three children of Harry R. Horvitz and Lois U. Horvitz.

2. Applicant operates as the “family office” for Lois U. Horvitz and (i) the lineal descendants of Lois and her now-deceased husband Harry R. Horvitz, (ii) the spouses of those lineal descendants, (iii) the sister of one such spouse and (iv) the mother and two children of that sister (collectively the “Family”). In addition to the Family, Applicant's other clients consist of (i) trusts, partnerships, limited liability companies, corporations, and other entities that both (A) are wholly-owned or controlled by members of the Family and (B) were created either for the sole benefit of Family members or for the benefit of both Family members and charitable organizations and (ii) foundations created by members of the Family (collectively “Clients”).

3. Applicant represents that the “family office” services it provides to Clients include: developing asset allocation strategies; serving as the general partner to three partnerships wholly owned by the Family, which hold investments in private equity funds and hedge funds managed by third parties; recommending investment advisers and monitoring and recommending termination of such advisers; managing cash; preparing financial and tax reports; developing tax planning strategies; implementing estate planning activities; bill paying; travel planning; household staff supervision and payroll administration; and administering grant and scholarship programs for foundations established by the Family.

4. Applicant represents that the fees it receives have not generated, and are not intended to generate, a profit for Applicant. Applicant represents that its fees are structured so that fees it receives from Clients only cover its direct costs and overhead costs.

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 local telephone book as an investment adviser and is listed in the building directory merely by its name, which does not connote investment advisory activities. Applicant represents that it does not engage in any advertising, attend any investment management-related conferences as a vendor, or conduct any marketing activities whatsoever.

6. Applicant represents that it has no public retail or institutional clients, and has never solicited, and does not plan to solicit or accept clients from the retail or institutional investing public. Applicant further represents that its sole purpose is to serve as a “family office” for the Family, and at no time will it seek or accept investment advisory clients other than Clients.

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 that are 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. Section 203(b) of the Advisers Act provides exemptions from this registration requirement.

3. Applicant asserts that it does not qualify for any of the exemptions provided by section 203(b). Applicant also asserts that it is not prohibited from registering with the SEC under Section 203A(a) because it has assets under management of not less than $25,000,000.

4. Applicant requests that the SEC declare it to be a person not within the intent of section 202(a)(11). Applicant states that there is no public interest in requiring it to be registered under the Advisers Act. Applicant states that it is a private organization that was formed to be the “family office” for the Family. Applicant represents that all of its clients are either members of the Family or are entities created by or for the benefit of the Family. Applicant states that it has no public clients in the sense of retail or institutional investors, and that it has no plans to solicit or accept clients from the retail or institutional public. Applicant also states that it does not hold itself out to the public as an investment adviser, does not engage in any advertising, or attend investment management-related conferences as a vendor or conduct any marketing activities. Applicant asserts that serving as the “family office” for the Family has been, is, and will continue to be the sole purpose for its existence and operation.

For the SEC, by the Division of Investment Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.