
[Federal Register: September 2, 2008 (Volume 73, Number 170)]
[Notices]               
[Page 51322-51324]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr02se08-78]                         

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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
