[Federal Register Volume 66, Number 151 (Monday, August 6, 2001)]
[Notices]
[Pages 41063-41064]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-19579]


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SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IA-1958/803-162]


Kamilche Company; Notice of Application

July 31, 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: Kamilche Company
    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 June 1, 2001 and amended 
on July 10, 2001 and July 24, 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 August 
25, 2001 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 this issues contested. Persons may request 
notification of a hearing by writing to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 5th Street, NW., Washington, DC 20549-
0609. Applicant, Kamilche Company, Suite 2800, 1301 Fifth Avenue, 
Seattle, Washington 98101-2613.

FOR FURTHER INFORMATION CONTACT: Marticha L. Cary, Attorney, or 
Jennifer L. Sawin, Assistant Director, at (202) 942-0719 (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 Washington corporation in 1974 to 
be a holding company of an operating company owned by the lineal 
descendants of Mark E. Reed and Irene S. Reed and the spouses of those 
descendants (the ``Kamilche Family''). Applicant more recently began 
investing in partnership interests and other investments. Applicant 
also performs ``family office'' functions for the Kamilche Company and 
trusts, foundations, partnerships, limited liability companies, and 
other entities created by and for the sole benefit of the Kamilche 
Family (collectively, the ``Clients'').
    2. Applicant represents that the ``family office'' services it 
provides to Clients include: facilitation of estate planning; 
facilitation of property, casualty, and liability insurance reviews; 
record keeping; implementation of tax and investment decisions made by 
Clients; partnership administration; and coordination of professional 
relationships with accountants, attorneys, custodians, and others as 
needed. Applicant represents that it also provides the following 
investment-related ``family-office'' services to Clients: Estate 
planning assistance, preparation and analysis of financial statements 
and financial planning packages, trust administration, and coordination 
of professional relationships with investment advisers.
    3. Applicant represents that the investment advisory services that 
it provides--in the context of the services described above--make up 
only a small portion of this overall activities, more specifically, 
less than 25% of one employee's monthly responsibilities. Applicant 
further represents that it does not exercise investment discretion over 
any of Clients' investments and that all Clients make their own 
investment decisions based only in part on services provided by 
Applicant.
    4. Applicant represents that the payments it receives for its 
services are, in large part, retainers or compensation for 
administrative, accounting, support, and oversight services that it 
provides. Applicant represents that only a small portion of the 
payments that it receives can be characterized as investment advisory 
in nature.
    5. 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 as an investment adviser.
    6. Applicant represents that it has no plans, now or in the future, 
to solicit or accept clients from the retail or institutional public. 
Applicant further

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represents that its exclusive mission is to be a holding company for 
the Kamilche Family's operating company and more recently other 
investments with a portion of this time spent on ``family office'' 
services.

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 would not be prohibited from 
registering with the Commission under section 203A(a) because it has 
assets under management of not less than $25,000,000.
    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 
Kamilche Family and related entities, 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. 01-19579 Filed 8-3-01; 8:45 am]
BILLING CODE 8010-01-M