UNITED STATES OF AMERICA before the SECURITIES AND EXCHANGE COMMISSION INVESTMENT ADVISERS ACT OF 1940 Release No. 1646 / July 29, 1997 INVESTMENT COMPANY ACT OF 1940 Release No. 22768 / July 29, 1997 ADMINISTRATIVE PROCEEDING File No. 3-9352 __________________________ : ORDER INSTITUTING PUBLIC : ADMINISTRATIVE PROCEEDINGS In the Matter of : PURSUANT TO SECTION 203(f) OF : THE INVESTMENT ADVISERS ACT RONALD J. MITCHELLETTE, : OF 1940 AND SECTION 9(b) OF THE : INVESTMENT COMPANY ACT OF : 1940, MAKING FINDINGS AND Respondent. : IMPOSING REMEDIAL SANCTIONS _________________________ : I. The Securities and Exchange Commission ( Commission ) deems it appropriate and in the public interest that public administrative proceedings be instituted against Ronald J. Mitchellette ( Mitchellette or the Respondent ) pursuant to Section 203(f) of the Investment Advisers Act of 1940 ("Advisers Act") and Section 9(b) of the Investment Company Act of 1940 ( Investment Company Act ). In anticipation of the institution of these proceedings, Mitchellette has submitted an Offer of Settlement (the "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 any of the findings contained herein, except as to the jurisdiction of the Commission over him and over the subject matter of these proceedings, and the matters set forth in paragraph II. 2. below, which are admitted, Mitchellette consents to the entry of this Order Instituting Public Proceedings Pursuant to Section 203(f) of the Investment Advisers Act of 1940 and Section 9(b) of the Investment Company Act of 1940, Making Findings, and Imposing Remedial Sanctions (the "Order"), by the Commission. Accordingly, IT IS HEREBY ORDERED that proceedings pursuant to Section 203(f) of the Advisers Act and Section 9(b) of the Investment Company Act be, and hereby are, instituted. ======END OF PAGE 1====== II. On the basis of this Order and Mitchellette s Offer, the Commission finds<(1)> that: 1.Between approximately June 1991 and March 1994, Mitchellette was associated as the chairman, CEO and a director of Carlisle-Asher Management Co. ( CAMC ), an investment adviser registered with the Commission from 1968 through 1993. 2.On March 1, 1997, a final judgment of permanent injunction was entered against Mitchellette in the United States District Court for the Southern District of Florida, SEC v. Ronald J. Mitchellette and Robert Hardy, Case No. 97-8064-CIV-HURLEY (S.D. Fla.). The final judgment permanently enjoins Mitchellette from further violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. 3.In its Complaint, the Commission alleged that, in connection with a private offering of debt securities by CAMC, Mitchellette prepared and disseminated a fraudulent offering document which contained false and misleading statements concerning the source and value of fee-generating mutual funds under CAMC's management; legal proceedings against CAMC and its parent company; CAMC's efforts to acquire other investment advisers; CAMC's financial condition; the amount of commissions paid to brokers; the backgrounds and composition of CAMC's management; and the use of offering proceeds. In addition, the Commission alleged that Mitchellette misappropriated more than $258,000 of CAMC's offering proceeds to purchase, through a nominee corporation, newly issued shares of common stock of a Palm Beach, Florida holding company. 4.As described in paragraph II. 3. above, from approximately April 1992 through March 1993, Respondent willfully committed violations of Section 17(a) of the Securities Act, in that, in the offer or sale of securities, by use of the means and instruments of transportation or communication in interstate commerce, and by the use of the mails, directly or indirectly, Respondent employed devices, schemes or artifices to defraud; obtained money or property by means of untrue statements of material facts or omissions to state material facts necessary to make the statements made, in the light of the circumstances under which they were made, not misleading; and engaged in transactions, practices or courses of business which operated as a fraud or deceit upon the purchasers of such securities. 5.As described in paragraph II. 3. above, from approximately April 1992 through March 1993, Respondent willfully committed violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, in that, in connection with the purchase or sale of securities, by use of the means and <(1)> The findings herein are made pursuant to Respondent s offer of settlement and are not binding on any other person or entity in this or any other proceeding. ======END OF PAGE 2====== instruments of transportation or communication in interstate commerce, and by the use of the mails, directly or indirectly, Respondent employed devices, schemes or artifices to defraud; obtained money or property by means of untrue statements of material facts or omissions to state material facts necessary to make the statements made, in the light of the circumstances under which they were made, not misleading; and engaged in transactions, practices or courses of business which operated as a fraud or deceit upon the purchasers of such securities. III. On the basis of the foregoing, the Commission deems it appropriate and in the public interest to impose the sanctions specified in Respondent s Offer. ACCORDINGLY, IT IS ORDERED that: Mitchellette be, and hereby is, barred from association with any broker, dealer, municipal securities dealer, investment adviser, or investment company. By the Commission. Jonathan G. Katz Secretary ======END OF PAGE 3======