Rob, this site was the precise one that I had gotten the
info concerning a small group. Here is the passage in
question:

"Do securities laws apply to a person who provides advice to
an investment club?
If the adviser is compensated for providing the advice
regarding the club's investments, the adviser may need to
register according to the Investment Advisers Act of 1940.
Also, if one person selects investments for the club, that
person may have to register as an investment adviser.

In general, a person who has $25 million or more in assets
under management is required to register with the SEC under
the Investment Advisers Act of 1940.

A person managing less than $25 million may be required to
register under the securities laws of the state or states in
which the adviser transacts business.

Both the Investment Advisers Act of 1940 and many state laws
do not require registration for advisers with a small number
of clients."

Our assets will fall well shy of the $25 million level...at
least initially... ;)


Rob Nagler wrote:
> IraS1@aol.com writes:
> > Check with your state, the SEC and NASD. What you are proposing
> > either borders on or is a licensed activity in most
> > jursidictions. The fines for screwing up (such as not being
> > licensed) can be substantial.
>
> Here's the link to the SEC investment club page:
>
> http://www.sec.gov/investor/pubs/invclub.htm
>
> There are many ways to structure a private fund with management fees.
> You may be safe if you are only handling execution/accounting and not
> responsible for investment decisions.
>
> Cheers,
> Rob Nagler
> bivio Inc.
>
> Disclaimer: statements are opinions expressed by bivio Customer
> Support and are not official statements from the IRS.  These
> statements are not intended to replace professional tax or
> accounting advice. When in doubt, follow the advice of your
> local tax advisor or accountant who is familiar with your
> particular circumstances.