UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 63890 / February 11, 2011

ADMINISTRATIVE PROCEEDING
File No. 3-13454

Notice is hereby given, pursuant to Rule 1103 of the Securities and Exchange Commission's ("Commission") Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. § 201.1103, that the Division of Enforcement has submitted to the Commission a proposed plan for the distribution of monies placed into a Fair Fund in the above-captioned matter ("Distribution Plan").

On April 22, 2009, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Sections 203(e), 203(f), and 203(k) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (the “Order”) against Hennessee Group LLC (“Hennessee Group”) and Charles J. Gradante (“Gradante”) (collectively, “Respondents”). See Hennessee Group LLC and Charles J. Gradante, Advisers Act Rel. No. 2871 (April 22, 2009). Simultaneously with the entry of the Order, the Commission accepted settlement offers from Respondents in which they consented to the entry of the Order without admitting or denying the Commission’s findings.

In accordance with the Order, Respondents have paid disgorgement, prejudgment interest, and a civil penalty to the Commission. This money was used to create a Fair Fund for distribution, pursuant to the proposed Distribution Plan, to investors who were harmed by the conduct described in the Order.

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested parties are advised that they may print a copy of the proposed Distribution Plan from the Commission's public website, http://www.sec.gov. Interested parties may also obtain a written copy of the proposed Distribution Plan by submitting a written request to: Osman A. Handoo, Senior Counsel, United States Securities and Exchange Commission, 100 F Street, N.E., Washington DC 20549-5041. All persons who desire to comment on the Distribution Plan may submit their comments, in writing, no later than thirty days from the date of this Notice:

• to the Office of the Secretary, United States Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549-1090;
   
• by using the Commission's Internet comment form (www.sec.gov/litigation/admin.shtml); or
   
• by sending an e-mail to rule-comments@sec.gov.

Please include "Administrative Proceeding File Number 3-13454" on the subject line of any electronic filing. Comments received will be available to the public. Persons should only submit information that they wish to make publicly available.

THE DISTRIBUTION PLAN

The proposed Distribution Plan provides for distribution to eligible investors of their share of the disgorgement, prejudgment interest, and civil penalty paid by Respondents in connection with the Order referenced above. The proposed Distribution Plan describes the procedures by which a Fund Administrator will determine the eligible recipients and the amount to be paid to each eligible recipient.

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

http://www.sec.gov/litigation/admin/2011/34-63890.htm