UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 34-53760 / May 5, 2006

Administrative Proceeding File No. 3-12121

NOTICE OF PROPOSED PLAN FOR THE ADMINISTRATION AND DISTRIBUTION OF THE DISGORGEMENT FUND AND OPPORTUNITY TO COMMENT

Notice is hereby given, pursuant to Rule 1103 of the Rules on Fair Fund and Disgorgement Plans of the United States Securities and Exchange Commission, 17 C.F.R. § 201.1103, that the Division of Enforcement has filed with the Commission its proposed Plan for the Administration and Distribution of the Disgorgement Fund (the "Plan") in the above-captioned matter.

OPPORTUNITY TO COMMENT

Pursuant to this Notice, all interested parties are advised that they may print a copy of the proposed Plan from the Commission's public website at http://www.sec.gov/litigation/admin/34-53760-pdp.pdf. Interested parties may also obtain a written copy of the proposed Plan by submitting a written request to Luke M. Fitzgerald, United States Securities and Exchange Commission, Three World Financial Center, Room 4300, New York, New York 10281. Further, interested parties desiring to comment on, or object to, the Plan must submit their comments, in writing, no later than June 5, 2006:

1. to the Office of the Secretary, United States Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549-1090;
2. by using the Commission's Internet comment form (http://www.sec.gov/litigation/admin.shtml); or
3. by sending an e-mail to rule-comments@sec.gov. Please include the appropriate Administrative Proceeding File Number 3-12121 on the subject line.

DESCRIPTION OF THE PLAN

Pursuant to an Order entered by the Commission on consent on December 2, 2005, GAM, a registered investment adviser, and Seth Gerson, its sole owner, officer, and employee, paid to the Commission disgorgement in the amount of $160,237 (the "Disgorgement Fund"). Gerson Asset Management, Inc., et al., Exchange Act Release No. 52880 (Dec. 2, 2005). The Plan provides for distribution of the Disgorgement Fund to individuals and entities who were GAM investment advisory clients during the period May 1, 2000 through February 28, 2004, and who were harmed by the violations at issue in this matter ("Claimants"). The staff has identified a number of individuals as Claimants. See attached Appendix A. Gerson, his wife, Lisa Fisher, and their son, Benjamin Gerson, are deemed ineligible to participate in the distribution because their accounts were controlled by Gerson and benefitted from the violations. A Claimant's distribution shall be the Claimant's realized and unrealized losses in the accounts managed by GAM resulting from the improper trade allocations at issue in this matter, plus interest at the Internal Revenue Service rate of interest on tax underpayments and refunds, as calculated by the plan administrator. A Commission employee will act as plan administrator, and will not receive any compensation other than her regular salary.

For the Commission, by its Secretary, pursuant to delegated authority,

http://www.sec.gov/litigation/admin/34-53760.htm