Ryan J. Fontaine

INVESTMENT ADVISERS ACT OF 1940
Release No. 2155 / August 6, 2003

ADMINISTRATIVE PROCEEDING
File No. 3-11206

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be, and hereby are, instituted pursuant to Section 203(f) of the Investment Advisers Act of 1940 ("Advisers Act") against Ryan J. Fontaine ("Fontaine" or "Respondent").

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement ("Offer") which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission's jurisdiction over him and the subject matter of these proceedings, and the findings contained in paragraph III.B. below, which are admitted, Respondent consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Section 203(f) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions ("Order"), as set forth below.

III.

On the basis of this Order and Respondent's Offer, the Commission finds that:

A. From at least July 2002 through at least October 22, 2002, Fontaine was associated with Simpleton Holdings Corporation a/k/a Signature Investments Hedge Fund ("Signature"), an unregistered investment company which also acted as an unregistered investment adviser. At all relevant times, Fontaine was the president and sole shareholder of Signature. Fontaine, 22 years old, is a resident of Bloomfield Hills, Michigan.

B. On July 17, 2003 an order was entered by consent against Fontaine by the United States District Court for the Southern District of New York, in SEC v. Ryan J. Fontaine, et al., 02 Civ. 9420 (MBM) (the "injunctive action"), permanently enjoining Fontaine from violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the Advisers Act.

C. The Commission's complaint in the injunctive action alleged, among other things, that from at least July 2002 through at least October 22, 2002, Fontaine conducted a fraudulent unregistered offering of Signature's securities over the Internet. In connection with that offering, Fontaine allegedly made false and misleading claims about, among other things, Signature's prior performance, Signature's purported affiliations with well-known financial institutions and professionals, and Fontaine and Signature's investment experience. The complaint also alleged that Fontaine and Signature made similar false and misleading claims to investment advisory clients and prospective clients.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in Respondent Fontaine's Offer.

ACCORDINGLY, IT IS HEREBY ORDERED:

Pursuant to Section 203(f) of the Advisers Act, that Respondent Fontaine be and hereby is barred from association with any investment adviser.

Any reapplication for association by the Respondent will be subject to the applicable laws and regulations governing the reentry process, and reentry may be conditioned upon a number of factors, including, but not limited to, the satisfaction of any or all of the following: (a) any disgorgement ordered against the Respondent, whether or not the Commission has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the conduct that served as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a customer, whether or not related to the conduct that served as the basis for the Commission order; and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct that served as the basis for the Commission order.

By the Commission.