Stoltz Management Company No Action Letter — DOBS — US-PA

COMMONWEALTH OF PENNSYLVANIA
GOVERNOR'S OFFICE OF GENERAL COUNSEL

February 12, 2014

Addison D. Braendel, Esquire
Baker & McKenzie LLP
300 East Randolph Street, Suite 5000
Chicago, IL 60601

Re: Stoltz Management Company

Dear Mr. Braendel:

This is in response to your letter to the Commonwealth of Pennsylvania Department of Banking and Securities (the “Department”) in which you request an interpretive opinion under Section 604 of the Pennsylvania Securities Act of 1972 (“1972 Act”), 70 P.S. § 1-604, regarding Stoltz Management Company (“Stoltz”). Specifically, you request an interpretive opinion that, based upon the representations set forth in your letter, Stoltz is not engaged “in the business of advising others … as to the advisability of investing in, purchasing or selling securities” as set forth in Section 102(j) of the 1972 Act, 70 P.S. § 1-102(j), and therefore would not be required to register as an investment adviser with the Department.

Background

You have indicated the following factual background, which is essentially quoted directly from your letter.

Stoltz Management currently sponsors and operates (through affiliated general partner entities) five real estate funds:

Stoltz Real Estate Fund I, L.P.,
Stoltz Real Estate Fund II, L.P.,
Stoltz Real Estate Fund III, L.P.,
Stoltz Real Estate Fund IV, L.P., and
Stoltz Core/Core-Plus Industrial Fund I, L.P. (collectively with the proceeding Funds, the “SREF Funds”).

The investors are institutional or high net worth individuals who meet the “qualified purchaser” definition under the Investment Company Act of 1940. The limited partnership interests in the SREF Funds were offered and sold pursuant to Regulation D under the Securities Act of 1933, and are “covered securities” as provided thereunder. Appropriate notice filings were made in Pennsylvania with respect to Pennsylvania investors.

All of the SREF Funds are in the business exclusively of owning and operating commercial real estate assets. The real estate assets are located throughout the United States and include retail (malls, shopping centers, etc.), multi-family (apartments and townhouse complexes);