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. 

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 

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 

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. 

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 


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Federal Register / Vol. 73, No. 170 / Tuesday, September 2, 2008 / Notices 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 


erowe on PROD1PC64 with NOTICES
51324 Federal Register / Vol. 73, No. 170 / Tuesday, September 2, 2008 / Notices 

1 15 U.S.C. 78s(b)(1). 

2Under Section 1.1(b) of the CBOE Constitution, 

the term ‘‘member’’ includes both an individual 

member and a member organization. 

3Current 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 

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). 

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. 

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 

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 

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 


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