01-19579. 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”).

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 [phone] (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 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.