UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933
Release No. 8643 / December 13, 2005

SECURITIES EXCHANGE ACT OF 1934
Release No. 52945 / December 13, 2005

INVESTMENT ADVISERS ACT OF 1940
Release No. 2460 / December 13, 2005

Administrative Proceeding
File No. 3-11246

NOTICE OF PROPOSED PLAN OF DISGORGEMENT DISTRIBUTION AND OPPORTUNITY FOR COMMENT BY NON-PARTIES

Notice is hereby given, pursuant to Rule 1103 of the Rules of Practice of the Securities and Exchange Commission (the “Commission”), 17 C.F.R. § 201.1103, that the Division of Enforcement has filed its proposed Plan of Disgorgement Distribution ("Distribution Plan") in the above matter with the Commission.

OPPORTUNITY TO COMMENT

Pursuant to this Notice, all interested parties are advised that the Distribution Plan may be obtained by going to http://www.sec.gov/litigation/admin/33-8643-pdp.htm or by submitting a written request to Julie K. Lutz, United States Securities and Exchange Commission, 1801 California Street, Suite 1500, Denver, CO 80202. Further, all persons desiring to comment on the Distribution Plan may submit their views, in writing, no later than January 12, 2006:

1. to the Office of the Secretary, United States Securities and Exchange Commission, 100 F Street, NE, Washington, D.C. 20549-9303;
    
   
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 File Number 3-11246 on the subject line.

THE PROPOSED PLAN OF DISGORGEMENT DISTRIBUTION

On May 20, 2004, the Commission ordered Respondent Associated Investment Management, Inc. (“AIM”), pursuant to Section 21C of the Securities Exchange Act of 1934 (“Exchange Act”) and Section 203(k) of the Investment Advisers Act of 1940 (“Advisers Act”), to cease and desist from committing or causing any violations and any future violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Sections 206(1), (2) and (4) and 207 of the Advisers Act and Rule 206(4)-1(a)(5) thereunder. The Commission further ordered that AIM pay disgorgement of $150,000 plus prejudgment interest, but that payment of all but $26,223 of such amount be waived based upon AIM’s sworn representations in its Statement of Financial Condition and other documents submitted to the Commission. The Commission further ordered that such disgorgement be distributed pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002 (“Fair Fund distribution”). The Commission further ordered that, within sixty days of the payment of disgorgement proceeds by AIM, the Division submit a plan of distribution in accordance with Rule 1101 et seq. of the Commission’s Rules of Practice.

On March 2, 2005, AIM paid the disgorgement proceeds to the Office of Financial Management, Securities and Exchange Commission, Operations Center, 6432 General Green Way, Stop 0-3, Alexandria, VA 22312. The Division of Enforcement (“Division”) submits the following Plan of Disgorgement Distribution (“Distribution Plan”) pursuant to Rule 1101 of the Commission’s Rules of Practice, 17 C.F.R. § 201.1101. The Distribution Plan generally provides for distribution of the disgorgement proceeds to investors in AIM who contributed funds toward the purchase of an insurance policy for AIM’s Insured Risk Program, who have not previously been reimbursed for such contribution by AIM. These funds, which were previously held in a segregated account by AIM, constitute the assets which are being disgorged by AIM.

A Commission employee will act as administrator of the plan 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/33-8643.htm