Woodcock Financial Management Company, LLC; Notice of Application, 51322-51324 [E8-20247]
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51322
Federal Register / Vol. 73, No. 170 / Tuesday, September 2, 2008 / Notices
Special Nuclear Material License No. SNM–
124,’’ January 1999, ADAMS no.
ML031150418.
2. U.S. Nuclear Regulatory Commission,
‘‘Environmental Assessment for Proposed
License Amendments to Special Nuclear
Material License No. SNM–124 Regarding
Downblending and Oxide Conversion of
Surplus High-Enriched Uranium,’’ June 2002,
ADAMS no. ML021790068.
3. U.S. Nuclear Regulatory Commission,
‘‘Environmental Assessment and Finding of
No Significant Impact for the BLEU
Preparation Facility,’’ September 2003,
ADAMS no. ML032390428.
4. U.S. Nuclear Regulatory Commission,
‘‘Environmental Assessment and Finding of
No Significant Impact for the Oxide
Conversion Building and the Effluent
Processing Building at the BLEU Complex,’’
June 2004, ADAMS no. ML041470176.
5. Nuclear Fuel Services, ‘‘Redacted
Version of Amendment Request for
Processing UF6 in the CD Line Facility at the
NFS Site,’’ October 31, 2007, ADAMS no.
ML073090651.
6. Nuclear Fuel Services, ‘‘Redacted
Version of Reply to RAI Concerning NFS’ CD
Line Facility,’’ June 25, 2008, ADAMS no.
ML081790147.
7. Tennessee Division of Radiological
Health, ‘‘Consultation with Tennessee re:
Environmental Assessment for Nuclear Fuel
Services CD Line,’’ August 8, 2008, ADAMS
no. ML082240610.
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III. Finding of No Significant Impact
Pursuant to 10 CFR Part 51, the NRC
staff has considered the environmental
consequences of taking the proposed
action. On the basis of this assessment,
the Commission has concluded that
environmental impacts associated with
the proposed action would not be
significant, and the Commission is
making a finding of no significant
impact. Accordingly, the preparation of
an EIS is not warranted.
IV. Further Information
Documents related to this action,
including the application for
amendment and supporting
documentation, are available
electronically at the NRC’s Electronic
Reading Room at https://www.nrc.gov/
reading-rm/adams.html. From this site,
you can access the NRC’s Agencywide
Document Access and Management
System (ADAMS), which provides text
and image files of NRC’s public
documents. The ADAMS accession
numbers for the documents related to
this notice are provided in the
references above. If you do not have
access to ADAMS or if there are
problems in accessing the documents
located in ADAMS, contact the NRC
Public Document Room (PDR) Reference
staff at 1–800–397–4209, 301–415–4737
or by e-mail to pdr.resource@nrc.gov.
These documents may also be viewed
electronically on the public computers
VerDate Aug<31>2005
14:40 Aug 29, 2008
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located at the NRC’s Public Document
Room (PDR), O 1 F21, One White Flint
North, 11555 Rockville Pike, Rockville,
MD 20852. The PDR reproduction
contractor will copy documents for a
fee.
Dated at Rockville, Maryland this 15th day
of August 2008.
For the Nuclear Regulatory Commission.
Kevin M. Ramsey,
Senior Project Manager, Fuel Manufacturing
Branch, Division of Fuel Cycle Safety and
Safeguards, Office of Nuclear Material Safety
and Safeguards.
[FR Doc. E8–20232 Filed 8–29–08; 8:45 am]
BILLING CODE 7590–01–P
OFFICE OF PERSONNEL
MANAGEMENT
Federal Prevailing Rate Advisory
Committee; Open Committee Meetings
According to the provisions of section
10 of the Federal Advisory Committee
Act (Pub. L. 92–463), notice is hereby
given that meetings of the Federal
Prevailing Rate Advisory Committee
will be held on—
Thursday, October 16, 2008
Thursday, November 13, 2008
Thursday, December 11, 2008
The meetings will start at 10 a.m. and
will be held in Room 5A06A, U.S.
Office of Personnel Management
Building, 1900 E Street, NW.,
Washington, DC.
The Federal Prevailing Rate Advisory
Committee is composed of a Chair, five
representatives from labor unions
holding exclusive bargaining rights for
Federal blue-collar employees, and five
representatives from Federal agencies.
Entitlement to membership on the
Committee is provided for in 5 U.S.C.
5347.
The Committee’s primary
responsibility is to review the Prevailing
Rate System and other matters pertinent
to establishing prevailing rates under
subchapter IV, chapter 53, 5 U.S.C., as
amended, and from time to time advise
the U.S. Office of Personnel
Management.
These scheduled meetings will start
in open session with both labor and
management representatives attending.
During the meetings either the labor
members or the management members
may caucus separately with the Chair to
devise strategy and formulate positions.
Premature disclosure of the matters
discussed in these caucuses would
unacceptably impair the ability of the
Committee to reach a consensus on the
matters being considered and would
disrupt substantially the disposition of
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its business. Therefore, these caucuses
will be closed to the public because of
a determination made by the Director of
the U.S. Office of Personnel
Management under the provisions of
section 10(d) of the Federal Advisory
Committee Act (Pub. L. 92–463) and 5
U.S.C. 552b(c)(9)(B). These caucuses
may, depending on the issues involved,
constitute a substantial portion of a
meeting.
Annually, the Chair compiles a report
of pay issues discussed and concluded
recommendations. These reports are
available to the public, upon written
request to the Committee.
The public is invited to submit
material in writing to the Chair on
Federal Wage System pay matters felt to
be deserving of the Committee’s
attention. Additional information on
these meetings may be obtained by
contacting the Committee at U.S. Office
of Personnel Management, Federal
Prevailing Rate Advisory Committee,
Room 5526, 1900 E Street, NW.,
Washington, DC 20415, (202) 606–2838.
Dated: August 27, 2008.
Charles E. Brooks,
Chairman, Federal Prevailing Rate Advisory
Committee.
[FR Doc. E8–20266 Filed 8–29–08; 8:45 am]
BILLING CODE 6325–49–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. IA–2772; File No. 803–192]
Woodcock Financial Management
Company, LLC; Notice of Application
August 26, 2008.
Securities and Exchange
Commission (‘‘SEC’’ or ‘‘Commission’’).
ACTION: Notice of Application for
Exemption under the Investment
Advisers Act of 1940 (‘‘Advisers Act’’).
AGENCY:
Applicant: Woodcock Financial
Management Company, LLC
(‘‘Applicant’’).
Relevant Advisers Act Sections:
Exemption requested under section
202(a)(11)(G) from section 202(a)(11) of
the Advisers Act.
Summary of Application: Applicant
requests that the Commission issue an
order declaring it and its officers and
employees acting within the scope of
their employment (‘‘Applicant
Employees’’) not to be persons within
the intent of section 202(a)(11) of the
Advisers Act, which defines the term
‘‘investment adviser.’’
Filing Dates: The application was
filed on February 7, 2006 and amended
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Federal Register / Vol. 73, No. 170 / Tuesday, September 2, 2008 / Notices
and restated applications were filed on
August 8, 2008 and August 25, 2008.
Hearing or Notification of Hearing: An
order granting the application will be
issued unless the SEC orders a hearing.
Interested persons may request a
hearing by writing to the SEC’s
Secretary and serving Applicant with a
copy of the request, personally or by
mail. Hearing requests should be
received by the SEC by 5:30 p.m. on
September 23, 2008 and should be
accompanied by proof of service on
Applicant, in the form of an affidavit or,
for lawyers, a certificate of service.
Hearing requests should state the nature
of the writer’s interest, the reason for the
request, and the issues contested.
Persons may request notification of a
hearing by writing to the SEC’s
Secretary.
Secretary, Securities and
Exchange Commission, 100 F Street,
NE., Washington, DC 20549–1090.
Applicant, Woodcock Financial
Management Company, LLC, 10
Rockefeller Plaza, Suite 609, New York,
New York 10020.
FOR FURTHER INFORMATION CONTACT:
Sarah G. ten Siethoff, Attorney Adviser,
or Daniel S. Kahl, Branch Chief, at (202)
551–6787 (Office of Investment Adviser
Regulation, Division of Investment
Management).
ADDRESSES:
The
following is a summary of the
application. The complete application
may be obtained for a fee at the SEC’s
Public Reference Branch, 100 F Street,
NE., Washington, DC 20549–0102
(telephone (202) 551–5850)).
SUPPLEMENTARY INFORMATION:
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Applicant’s Representations
1. Applicant, a Delaware limited
liability company, is a small, limited
service ‘‘family office’’ that manages
investments and performs incidental
services exclusively for Polly and John
Guth, their lineal descendants
(including adopted children), Polly’s
children from a former marriage and
their lineal descendants, and the
spouses of such children and
descendents (collectively, the
‘‘Family’’). The Applicant also provides
advisory services to trusts created
exclusively for the benefit of Family
members and to limited liability
companies, private foundations and
other entities all owned exclusively by
the Family (or, in the case of private
foundations, solely funded by the
Family) and operated exclusively for the
benefit of the Family and/or charitable
organizations (the ‘‘Related Entities’’
and, together with the members of the
Family, the ‘‘Family Clients’’).
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Applicant is owned in equal shares by
Polly Guth and John Guth.
2. Applicant (i) Provides investment
management services to Family Clients,
(ii) assists Family Clients with cash
management, record-keeping and tax
planning and (iii) engages third-party
service providers to perform ‘‘back
office’’ services for Family Clients.
Applicant’s investment management
services consist of (i) Providing
discretionary asset management services
to Family Clients, for example, by
placing orders through broker-dealers
for the purchase and sale of securities
on public markets and making direct
private equity investments, (ii)
evaluating the performance and
strategies of third-party investment
managers, (iii) selecting those managers
that it determines to be appropriate for
Family Clients, (iv) engaging managers
on behalf of Family Clients or
recommending managers to Family
Clients (depending on whether
Applicant has discretionary authority
with respect to the particular accounts
involved) and (v) monitoring the
performance of managers and making
disposition decisions or
recommendations. From time to time,
Applicant engages a third-party
consultant to review and recommend
outside managers.
3. Applicant is paid a fee by the
Family Clients. Overall fees have
historically been set at a level that
allows Applicant to recover its direct
and overhead expenses without
generating a profit. In the future,
Applicant will continue its policy of
recovering expenses without intending
to generate a profit.
4. Applicant represents that it does
not hold itself out to the public as an
investment adviser. Applicant
represents that it is not listed in the
telephone book, any other directory or
Web site as an investment adviser.
Applicant does not engage in any
advertising, attend any investment
management-related conferences as a
vendor, or conduct any marketing
activities.
5. Applicant represents that it has no,
and in the future will not have any,
clients other than Family Clients.
Applicant represents that it has never
solicited, and will not solicit clients
other than Family Clients. Applicant
further represents that its sole purpose
is to serve as a ‘‘family office’’ for the
Family.
Applicant’s Legal Analysis
1. Section 202(a)(11) of the Advisers
Act defines the term ‘‘investment
adviser’’ to mean ‘‘any person who, for
compensation, engages in the business
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51323
of advising others, either directly or
through publications or writings, as to
the value of securities or as to the
advisability of investing in, purchasing,
or selling securities, or who, for
compensation and as part of a regular
business, issues or promulgates analyses
or reports concerning securities * * *.’’
Section 202(a)(11)(G) of the Advisers
Act authorizes the SEC to exclude from
the definition of ‘‘investment adviser’’
persons that are not within the intent of
section 202(a)(11) of the Advisers Act.
2. Section 203(a) of the Advisers Act
requires investment advisers to register
with the SEC. Section 203(b) of the
Advisers Act provides exemptions from
this registration requirement.
3. Applicant asserts that it does not
qualify for any of the exemptions
provided by section 203(b). Applicant
also asserts that it is not prohibited from
registering with the SEC under section
203A(a) because it has assets under
management of not less than
$25,000,000.
4. Applicant requests that the SEC
declare Applicant and Applicant
Employees not to be persons within the
intent of section 202(a)(11). Applicant
requests that the Commission’s order
include Applicant Employees because,
if an Order was issued with respect to
Applicant only, its officers and
employees would not be ‘‘associated
persons’’ of a registered investment
adviser, and therefore might themselves
be required to register as investment
advisers. Applicant states that there is
no public interest in requiring it or
Applicant Employees to be registered
under the Advisers Act because
Applicant offers investment advisory
services only to Family Clients.
Applicant states that it is a private
organization that was formed to be the
‘‘family office’’ for the Family and that
will continue to be its sole purpose.
Applicant’s Conditions
Applicant agrees that the requested
relief will be subject to the following
conditions:
1. Applicant will offer and provide
investment advisory services only to
Family Clients and will not hold itself
out to the public as an investment
adviser.
2. If Applicant creates a board of
directors or its equivalent, members of
the Family will comprise at least a
majority of such board of directors or its
equivalent.
3. Applicant will at all times be
owned, directly or indirectly,
exclusively by one or more members of
the Family.
4. At all times all Related Entities that
are exempt from registration as an
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02SEN1
51324
Federal Register / Vol. 73, No. 170 / Tuesday, September 2, 2008 / Notices
investment company under Section
3(c)(1) or Section 3(c)(7) of the
Investment Company Act of 1940 (the
‘‘1940 Act’’) will continue to be exempt
from such registration. At all times no
Related Entity will be required to
register as an investment company
under the 1940 Act.
For the SEC, by the Division of Investment
Management, under delegated authority.
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8–20247 Filed 8–29–08; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–58414; File No. SR–CBOE–
2008–87]
Self-Regulatory Organizations;
Chicago Board Options Exchange,
Incorporated; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change Relating to Foreign
Members
August 22, 2008.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 notice is hereby given that on
August 20, 2008, the Chicago Board
Options Exchange, Incorporated
(‘‘CBOE’’ or the ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’) the
proposed rule change as described in
Items I, II, and III below, which Items
have been prepared by CBOE. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested parties.
erowe on PROD1PC64 with NOTICES
I. Self-Regulatory Organization’s
Statement of the Terms of the Substance
of the Proposed Rule Change
CBOE proposes to adopt a new rule
regarding foreign members in place of
its current rule regarding qualifications
of foreign member organizations. The
text of the proposed rule change is
available on the Exchange’s Web site
(https://www.cboe.org/Legal/), at the
Exchange’s Office of the Secretary, and
at the Commission’s Public Reference
Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission,
CBOE included statements concerning
the purpose of and basis for the
proposed rule change and discussed any
comments it received on the proposed
1 15
U.S.C. 78s(b)(1).
VerDate Aug<31>2005
14:40 Aug 29, 2008
Jkt 214001
rule change. The text of these statements
may be examined at the places specified
in Item IV below. The CBOE has
prepared summaries, set forth in
sections (A), (B), and (C) below, of the
most significant aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The purpose of this proposed rule
change is to adopt a new rule regarding
foreign members in place of CBOE’s
current rule regarding qualifications of
foreign member organizations. CBOE’s
current rule regarding qualifications of
foreign member organizations is set
forth in CBOE Rule 3.4. The new rule
regarding foreign members is proposed
to be included in Rule 3.4 in place of
the current provisions of that Rule.
Under the new rule, a CBOE member 2
that does not maintain an office in the
United States responsible for preparing
and maintaining financial and other
reports required to be filed with the
Securities and Exchange Commission
(‘‘Commission’’) and the Exchange
would be required to: (i) Prepare all
such reports, and maintain a general
ledger chart of account and any
description thereof, in English and U.S.
dollars; (ii) reimburse the Exchange for
any expense incurred in connection
with examination of the member to the
extent that such expenses exceed the
cost of examining a member located
within the continental United States;
and (iii) ensure the availability of an
individual fluent in English
knowledgeable in securities and
financial matters to assist the
representatives of the Exchange during
examinations.
The foregoing requirements would
take the place of the current provisions
of Rule 3.4 relating to qualifications of
foreign member organizations.3 The
2 Under Section 1.1(b) of the CBOE Constitution,
the term ‘‘member’’ includes both an individual
member and a member organization.
3 Current Rule 3.4 provides that an organization
that is not organized under the laws of one of the
states of the United States must satisfy the
following requirements in order to be a member
organization: (i) The organization must be a
corporation or partnership organized under the
laws of a country other than the United States with
respect to which an information sharing agreement,
memorandum of understanding, or treaty is in effect
that provides the Commission with access to
information concerning securities trading activity in
that country; (ii) the organization must disclose to
the Exchange all persons associated with the
organization and all parents of the organization,
through all tiers of ownership, until the ultimate
individual beneficial owners of the organization are
disclosed; (iii) the organization must maintain in
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Exchange believes that it has and will
continue to have adequate regulatory
jurisdiction over foreign members by
virtue of the CBOE rule provisions that
are generally applicable to all CBOE
members and does not believe that the
existing additional requirements in Rule
3.4 for foreign member organizations are
necessary for the effective regulation of
those organizations.
For example, each CBOE member
organization is required under CBOE
Rule 3.7(e) to execute a consent to
jurisdiction pledging to abide by the
Constitution and Rules of the Exchange,
as from time to time amended, and by
all circulars, notices, directives, or
decisions adopted pursuant to or made
in accordance with the Constitution and
Rules. Similarly, direct owners and
executive officers of each member
organization are also required pursuant
English and at a location in the United States (A)
the books and records of the organization that relate
to its business on the Exchange, including, but not
limited to, any trading records relating to trading
activity on the Exchange and (B) any other books
and records of the organization that an organization
registered as a broker or dealer pursuant to Section
15 of the Securities Exchange Act of 1934 (‘‘Act’’)
(15 U.S.C. 78o) is required to maintain at a location
in the United States; (iv) the organization must
maintain its financial records in accordance with
United States accounting standards; (v) the
organization must agree to permit inspections by
the Exchange and the Commission of the foreign
operations of the organization related to its
securities business; (vi) the organization must waive
any applicable secrecy laws and be exempted from
any applicable blocking statutes in the domiciliary
jurisdiction of the organization; (vii) the
organization must provide to the Exchange an
opinion of legal counsel of the domiciliary
jurisdiction of the organization which certifies that
(A) there are no applicable secrecy laws or blocking
statutes in that jurisdiction or (B) that the
organization has effectively waived any applicable
secrecy laws or is exempted from any applicable
blocking statutes in that jurisdiction; (viii) any
customer of the organization that utilizes the
organization to execute orders on the Exchange
must have waived any applicable secrecy laws and
be exempted from any applicable blocking statutes
in the domiciliary jurisdiction of the organization;
(ix) the organization must agree to submit to the
jurisdiction of the federal courts of the United
States and the courts of Illinois and to irrevocably
waive, to the fullest extent permitted by law, any
objection which the organization may have based
on venue or forum non conveniens with respect to
any action initiated in such courts; (x) the
organization must appoint a process agent in
Illinois to receive, on the behalf of the organization,
process which may be served in any legal action or
proceeding; (xi) the organization must own its
Exchange membership(s); (xii) the organization
must be registered as a broker or dealer pursuant
to Section 15 of the Act (15 U.S.C. 78o); (xiii) the
organization must satisfy the foregoing
requirements in a manner and form prescribed by
the Exchange and must satisfy such additional
requirements that the Exchange reasonably deems
appropriate; and (xiv) the organization must meet
the other qualification requirements for
membership under the Constitution and Rules
(except that a foreign member organization that is
approved to act solely as a lessor is not required to
comply with items (iii)(B) and (xii) above).
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]]>Agencies
[Federal Register Volume 73, Number 170 (Tuesday, September 2, 2008)]
[Notices]
[Pages 51322-51324]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-20247]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. IA-2772; File No. 803-192]
Woodcock Financial Management Company, LLC; Notice of Application
August 26, 2008.
AGENCY: Securities and Exchange Commission (``SEC'' or ``Commission'').
ACTION: Notice of Application for Exemption under the Investment
Advisers Act of 1940 (``Advisers Act'').
-----------------------------------------------------------------------
Applicant: Woodcock Financial Management Company, LLC
(``Applicant'').
Relevant Advisers Act Sections: Exemption requested under section
202(a)(11)(G) from section 202(a)(11) of the Advisers Act.
Summary of Application: Applicant requests that the Commission
issue an order declaring it and its officers and employees acting
within the scope of their employment (``Applicant Employees'') not to
be persons within the intent of section 202(a)(11) of the Advisers Act,
which defines the term ``investment adviser.''
Filing Dates: The application was filed on February 7, 2006 and
amended
[[Page 51323]]
and restated applications were filed on August 8, 2008 and August 25,
2008.
Hearing or Notification of Hearing: An order granting the
application will be issued unless the SEC orders a hearing. Interested
persons may request a hearing by writing to the SEC's Secretary and
serving Applicant with a copy of the request, personally or by mail.
Hearing requests should be received by the SEC by 5:30 p.m. on
September 23, 2008 and should be accompanied by proof of service on
Applicant, in the form of an affidavit or, for lawyers, a certificate
of service. Hearing requests should state the nature of the writer's
interest, the reason for the request, and the issues contested. Persons
may request notification of a hearing by writing to the SEC's
Secretary.
ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street,
NE., Washington, DC 20549-1090. Applicant, Woodcock Financial
Management Company, LLC, 10 Rockefeller Plaza, Suite 609, New York, New
York 10020.
FOR FURTHER INFORMATION CONTACT: Sarah G. ten Siethoff, Attorney
Adviser, or Daniel S. Kahl, Branch Chief, at (202) 551-6787 (Office of
Investment Adviser Regulation, Division of Investment Management).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained for a fee at the
SEC's Public Reference Branch, 100 F Street, NE., Washington, DC 20549-
0102 (telephone (202) 551-5850)).
Applicant's Representations
1. Applicant, a Delaware limited liability company, is a small,
limited service ``family office'' that manages investments and performs
incidental services exclusively for Polly and John Guth, their lineal
descendants (including adopted children), Polly's children from a
former marriage and their lineal descendants, and the spouses of such
children and descendents (collectively, the ``Family''). The Applicant
also provides advisory services to trusts created exclusively for the
benefit of Family members and to limited liability companies, private
foundations and other entities all owned exclusively by the Family (or,
in the case of private foundations, solely funded by the Family) and
operated exclusively for the benefit of the Family and/or charitable
organizations (the ``Related Entities'' and, together with the members
of the Family, the ``Family Clients''). Applicant is owned in equal
shares by Polly Guth and John Guth.
2. Applicant (i) Provides investment management services to Family
Clients, (ii) assists Family Clients with cash management, record-
keeping and tax planning and (iii) engages third-party service
providers to perform ``back office'' services for Family Clients.
Applicant's investment management services consist of (i) Providing
discretionary asset management services to Family Clients, for example,
by placing orders through broker-dealers for the purchase and sale of
securities on public markets and making direct private equity
investments, (ii) evaluating the performance and strategies of third-
party investment managers, (iii) selecting those managers that it
determines to be appropriate for Family Clients, (iv) engaging managers
on behalf of Family Clients or recommending managers to Family Clients
(depending on whether Applicant has discretionary authority with
respect to the particular accounts involved) and (v) monitoring the
performance of managers and making disposition decisions or
recommendations. From time to time, Applicant engages a third-party
consultant to review and recommend outside managers.
3. Applicant is paid a fee by the Family Clients. Overall fees have
historically been set at a level that allows Applicant to recover its
direct and overhead expenses without generating a profit. In the
future, Applicant will continue its policy of recovering expenses
without intending to generate a profit.
4. Applicant represents that it does not hold itself out to the
public as an investment adviser. Applicant represents that it is not
listed in the telephone book, any other directory or Web site as an
investment adviser. Applicant does not engage in any advertising,
attend any investment management-related conferences as a vendor, or
conduct any marketing activities.
5. Applicant represents that it has no, and in the future will not
have any, clients other than Family Clients. Applicant represents that
it has never solicited, and will not solicit clients other than Family
Clients. Applicant further represents that its sole purpose is to serve
as a ``family office'' for the Family.
Applicant's Legal Analysis
1. Section 202(a)(11) of the Advisers Act defines the term
``investment adviser'' to mean ``any person who, for compensation,
engages in the business of advising others, either directly or through
publications or writings, as to the value of securities or as to the
advisability of investing in, purchasing, or selling securities, or
who, for compensation and as part of a regular business, issues or
promulgates analyses or reports concerning securities * * *.'' Section
202(a)(11)(G) of the Advisers Act authorizes the SEC to exclude from
the definition of ``investment adviser'' persons that are not within
the intent of section 202(a)(11) of the Advisers Act.
2. Section 203(a) of the Advisers Act requires investment advisers
to register with the SEC. Section 203(b) of the Advisers Act provides
exemptions from this registration requirement.
3. Applicant asserts that it does not qualify for any of the
exemptions provided by section 203(b). Applicant also asserts that it
is not prohibited from registering with the SEC under section 203A(a)
because it has assets under management of not less than $25,000,000.
4. Applicant requests that the SEC declare Applicant and Applicant
Employees not to be persons within the intent of section 202(a)(11).
Applicant requests that the Commission's order include Applicant
Employees because, if an Order was issued with respect to Applicant
only, its officers and employees would not be ``associated persons'' of
a registered investment adviser, and therefore might themselves be
required to register as investment advisers. Applicant states that
there is no public interest in requiring it or Applicant Employees to
be registered under the Advisers Act because Applicant offers
investment advisory services only to Family Clients. Applicant states
that it is a private organization that was formed to be the ``family
office'' for the Family and that will continue to be its sole purpose.
Applicant's Conditions
Applicant agrees that the requested relief will be subject to the
following conditions:
1. Applicant will offer and provide investment advisory services
only to Family Clients and will not hold itself out to the public as an
investment adviser.
2. If Applicant creates a board of directors or its equivalent,
members of the Family will comprise at least a majority of such board
of directors or its equivalent.
3. Applicant will at all times be owned, directly or indirectly,
exclusively by one or more members of the Family.
4. At all times all Related Entities that are exempt from
registration as an
[[Page 51324]]
investment company under Section 3(c)(1) or Section 3(c)(7) of the
Investment Company Act of 1940 (the ``1940 Act'') will continue to be
exempt from such registration. At all times no Related Entity will be
required to register as an investment company under the 1940 Act.
For the SEC, by the Division of Investment Management, under
delegated authority.
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-20247 Filed 8-29-08; 8:45 am]
BILLING CODE 8010-01-P
