[Federal Register Volume 66, Number 51 (Thursday, March 15, 2001)]
[Notices]
[Pages 15150-15151]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-6432]


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SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IA-1931/803-146]


Bear Creek Inc.; Notice of Application

March 9, 2001.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of application for exemption under the Investment 
Advisers Act of 1940 (``Advisers Act'')

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    Applicant: Bear Creek Inc.
    Relevant Advisers Act Sections: Exemption requested under section 
202(a)(11)(F) from section 202(a)(11).

SUMMARY OF APPLICATION: Applicant requests an order declaring it to be 
a person not within the intent of section 202(a)(11), which defines the 
term ``investment adviser''.

FILING DATES: The application was filed on December 23, 1999 and 
amended on November 20, 2000 and March 8, 2001.
    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 April 3, 
2001 and should be accompanied by proof 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 buy writing to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 5th Street, NW., Washington, DC 20549. 
Applicant, Bear Creek Inc., P.O. Box 4742, 125 Pearl Street, Suite 22, 
Jackson, Wyoming 83001.

FOR FURTHER INFORMATION CONTACT: Marticha L. Cary, Attorney, or 
Jennifer L. Sawin, Assistant Director, at (202) 942-0716 (Division of 
Investment Management, Office of Investment Adviser Regulation).

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.

Applicant's Representations

    1. Applicant was organized as a Wyoming corporation in 1998 to 
serve as the trustee of trusts then in existence, as well as of those 
formed in the future, created by and for the sole benefit of Charles C. 
Gates and Hazel G. Rates, their lineal descendants, and the spouses of 
such descendants (the ``Trusts'') (Charles C. Gates and Hazel R. Gates 
with their lineal descendants and the spouses of such descendants, 
collectively, the ``Gates family'').
    2. Applicant is an investment adviser registered under section 203 
of the Adviser Act.
    3. Applicant represents that the services it provides to the Trusts 
include acting as trustee, custodian and executor of the Trusts and 
performing such other fiduciary services and financial, investment, tax 
and accounting, and other agency and advisory services for the Trusts 
as may deemed appropriate by its board of directors in accordance with 
applicable law.
    4. Applicant represents that the investment-related services that 
it provides to the Trusts are limited to trust administration, 
selection of third party sub-advisers, and preparation of quarterly 
reports. Applicant represents that investment advisory services using 
its own staff make up only a small portion of its overall activities. 
Applicant further represents that the investments of the Trusts are 
managed primarily by third party sub-advisers selected by Applicant's 
investment committee.
    5. Applicant represents that the payments that it receives from the 
Trust are, in large part, compensation for the administrative services 
that it provides. Applicant represents that only a small portion of the 
payments that it receives from the Trusts is compensation for 
furnishing investment advice. Applicant further represents that, after 
payments to third-party sub-advisers, the total income that it receives 
from the Trusts that is attributable to investment advisory services is 
likely to be less than 20%.
    6. Applicant represents that it does not hold itself out to the 
public as an investment adviser. Applicant represents that it does not 
engage in any advertising, attend any investment-related conferences as 
a vendor, or conduct any marketing activities whatsoever; nor is 
Applicant listed in any phone book or other directory as an investment 
adviser.
    7. Applicant represents that it has no retail clients and has no 
plans, now or in the future, to solicit clients from the

[[Page 15151]]

retail public. Applicant further represents that, at no time, will it 
seek or accept the business of persons other than the Trusts, members 
of the Gates family, and any companies wholly-owned by the Gates 
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 a part of a regular business, issues or 
promulgates analyses or reports concerning securities * * *.'' Section 
202(a)(11)(F) 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).
    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. 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 of the Advisers Act because 
its principal office and place of business is located in Wyoming.\1\
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    \1\ Wyoming does not currently regulate investment advisers.
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    3. Applicant requests that the SEC declare it to be a person not 
within the intent of section 202(a)(11). Applicant states that there is 
no public interest in requiring that it be registered under the 
Advisers Act because it offers its services only to members of the 
Gates family, its investment activities make up only a small portion of 
the overall services that it provides, most of the compensation that it 
receives is for services other than the rendering of investment advice, 
and it does not and will not hold itself out to the public as an 
investment adviser.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 01-6432 Filed 3-14-01; 8:45 am]
BILLING CODE 8010-01-M