Woodcock Financial Management Company, LLC; Notice of Application, 51322-51324 [E8-20247]

Download as PDF 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. erowe on PROD1PC64 with NOTICES 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 http://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 Jkt 214001 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 PO 00000 Frm 00059 Fmt 4703 Sfmt 4703 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 E:\FR\FM\02SEN1.SGM 02SEN1 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: erowe on PROD1PC64 with NOTICES 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’’). VerDate Aug<31>2005 14:40 Aug 29, 2008 Jkt 214001 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 PO 00000 Frm 00060 Fmt 4703 Sfmt 4703 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 E:\FR\FM\02SEN1.SGM 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 (http://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 PO 00000 Frm 00061 Fmt 4703 Sfmt 4703 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). E:\FR\FM\02SEN1.SGM 02SEN1

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'').

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    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