Kiewit Investment Fund LLLP; Notice of Application, 65630-65631 [E7-22736]

Download as PDF 65630 Federal Register / Vol. 72, No. 224 / Wednesday, November 21, 2007 / Notices • Evaluate whether the collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; • Evaluate the accuracy of the agency’s estimate of the burden of the collection of information, including the validity of the methodology and assumptions used; • Enhance the quality, utility, and clarity of the information to be collected; and • Minimize the burden of the collection of information on those who are to respond, including through the use of appropriate automated, electronic, mechanical, or other technological collection techniques or other forms of information technology, e.g., permitting electronic submission of responses. Issued in Washington, DC, this 16th day of November, 2007. John H. Hanley, Director, Legislative and Regulatory Department Pension Benefit Guaranty Corporation. [FR Doc. E7–22791 Filed 11–20–07; 8:45 am] BILLING CODE 7709–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 28047; 813–367] Kiewit Investment Fund LLLP; Notice of Application November 15, 2007. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice of an application for an order under section 6(b) of the Investment Company Act of 1940 (the ‘‘Act’’). pwalker on PROD1PC71 with NOTICES AGENCY: Summary of the Application: Applicant requests an order that would amend a prior order (‘‘Prior Order’’) 1 to expand the class of persons eligible to purchase and hold shares of an employees’ securities company to include certain specified immediate family members and grandchildren of eligible employees. In addition, the order would permit certain trusts and other investment vehicles formed for the benefit of lineal descendants of eligible employees to purchase and hold shares of the employees’ securities company. Applicant: Kiewit Investment Fund LLLP (the ‘‘Fund’’). 1 Peter Kiewit Sons’, Inc. and Kiewit Investment Fund LLLP, Investment Company Act Release Nos. 27066 (Sept. 14, 2005) (notice) and 27115 (Oct. 12, 2005) (order). VerDate Aug<31>2005 16:56 Nov 20, 2007 Jkt 214001 Filing Dates: The application was filed on July 10, 2007, and amended on November 13, 2007. Hearing or Notification of Hearing: An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Commission’s Secretary and serving applicant with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on December 10, 2007, 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 who wish to be notified of a hearing may request notification by writing to the Commission’s Secretary. ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549– 1090. Applicant, Robert L. Giles, Jr., Chief Executive Officer, Kiewit Investment Fund LLLP, 73 Tremont Street, Boston, Massachusetts 02108. FOR FURTHER INFORMATION CONTACT: Shannon Conaty, Senior Counsel, at (202) 551–6827 or Janet M. Grossnickle, Branch Chief, at (202) 551–6821 (Division of Investment Management, Office of Investment Company Regulation). SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained for a fee at the Commission’s Public Reference Desk, 100 F Street, NE., Washington, DC 20549–0102 (tel. (202) 551–5850). Applicant’s Representations 1. The Fund, a Delaware limited liability limited partnership, is registered under the Act as a nondiversified, closed-end management investment company, and at all times operates as an ‘‘employees’ securities company’’ within the meaning of section 2(a)(13) of the Act. The Fund is designed as a long-term investment vehicle for current and former employees and their immediate family members of Peter Kiewit Sons’, Inc. (‘‘Kiewit’’) and its affiliated companies. Kiewit, a Delaware corporation, is a large construction contractor operating primarily in the North American market that provides construction services to a broad range of public and private customers. 2. Pursuant to the Prior Order, units of limited partnership interests of the Fund (‘‘Units’’) may be purchased only PO 00000 Frm 00074 Fmt 4703 Sfmt 4703 by Eligible Holders. Eligible Holders consist of (i) current and former employees or persons on retainer of the Kiewit Group,2 within the meaning of section 2(a)(13) of the Act (‘‘Eligible Employees’’); (ii) board directors retained by the Fund (‘‘Directors’’); (iii) immediate family members, within the meaning of section 2(a)(13) of the Act, of such Directors or Eligible Employees; or (iv) members of the Kiewit Group. Units are offered pursuant to offerings registered under the Securities Act of 1933, as amended (the ‘‘Securities Act’’). 3. Under the terms of the Prior Order, the Fund has in the past limited investment to those individuals who constitute immediate family members, within the meaning of section 2(a)(13) of the Act, of Eligible Employees and Directors of the Fund. Applicant proposes to amend the Prior Order solely to the extent necessary to expand the class of immediate family members of Eligible Employees and Directors who may invest in the Fund to include any parent, spouse of a parent, child, spouse of a child, spouse, brother, sister or grandchild of such Eligible Employee or Director (including step and adoptive relationships), regardless of whether such person currently resides with or is a dependent of such Eligible Employee or Director (‘‘Eligible Family Members’’). In addition, Applicant seeks to amend the Prior Order solely to the extent necessary to permit Units to be offered and sold to (i) certain trusts and other investment vehicles (including self-directed retirement plan vehicles such as individual retirement accounts) of which the trustees and/or grantors are Eligible Employees or Directors or that were established solely for the benefit of Eligible Employees or Directors or their Eligible Family Members, or for the benefit of other more distant lineal descendants, including greatgrandchildren, of Eligible Employees or Directors (including, in each case, step and adoptive relationships), and (ii) partnerships, corporations or other entities of which at least a majority of the voting power is controlled by Eligible Employees or Directors (collectively clauses (i) and (ii), ‘‘Qualified Investment Vehicles’’). Such Qualified Investment Vehicles also shall constitute Eligible Holders to which Units may be transferred with the prior written consent of the Fund, provided that, as a result of such transfer, the Fund would not cease to be an 2 The term ‘‘Kiewit Group’’ refers to Kiewit and any affiliated company of Kiewit of which Kiewit is an affiliated company, as defined in section 2(a)(2) of the Act. E:\FR\FM\21NON1.SGM 21NON1 Federal Register / Vol. 72, No. 224 / Wednesday, November 21, 2007 / Notices employees’ securities company under the Act.3 pwalker on PROD1PC71 with NOTICES Applicant’s Legal Analysis 1. Section 6(b) of the Act provides, in part, that the Commission will exempt employees’ securities companies from the provisions of the Act to the extent that the exemption is consistent with the protection of investors. Section 2(a)(13) defines an employees’ securities company as any investment company all of whose securities (other than shortterm paper) are beneficially owned (a) by current or former employees, or persons on retainer, of one or more affiliated employers, (b) by immediate family members of such persons, or (c) by such employer or employers together with any of the persons in (a) or (b). 2. Applicant requests an order under section 6(b) of the Act to amend the Prior Order solely to the extent necessary to permit the Fund to expand the class of persons eligible to purchase and hold Units of the Fund, an employees’ securities company, to include any individual that is covered by the term ‘‘member of the immediate family’’ in section 2(a)(19) of the Act, as well as grandchildren, of Eligible Employees and Directors. In addition, the amended order would permit certain trusts and other investment vehicles formed for the benefit of lineal descendants of Eligible Employees and Directors to purchase and hold Units of the Fund. For the reasons discussed below, applicant believes that the requested exemption pursuant to section 6(b) is consistent with the protection of investors and the purposes of the Act. 3. Applicant states that an employees’ securities company is a labor-related entity that exists primarily to promote the economic welfare of its employeeinvestors. Applicant states that the requested relief would permit Eligible Employees and Directors to achieve certain tax and economic goals through the effective use of estate planning and retirement tools. Applicant states that the requested relief is consistent with the protection of investors because permitting Eligible Family Members of Eligible Employees and Directors to invest in the Fund, and Qualified 3 The inclusion of entities controlled by an Eligible Employee or Director in the definition of Eligible Holder is intended to enable Eligible Employees and Directors and their Eligible Family Members to make investments in the Fund through private investment vehicles for the purpose of personal and family investment and estate planning objectives. Eligible Employees and Directors will exercise investment discretion and control over these investment vehicles, thereby creating a close nexus between Kiewit and these investment vehicles. VerDate Aug<31>2005 16:56 Nov 20, 2007 Jkt 214001 Investment Vehicles to purchase and hold Units, would preserve the status of the Fund as an entity designed primarily to promote the economic welfare of Eligible Employees and Directors. Applicant further states that the permitting the Fund to directly offer and sell Units to Qualified Investment Vehicles eases the burden of administering the Fund and provides a means for certain such vehicles to hold Units. The participation of Qualified Investment Vehicles generally will result in cost savings and tax efficiencies for Eligible Employees, Directors and their Eligible Family Members. Moreover, Applicant notes that the Fund is registered under the Act, operates in compliance with all applicable provisions of the Act (other than section 15(a) to the extent it received relief in the Prior Order) and offers and sells its Units pursuant to offerings registered under the Securities Act. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Florence E. Harmon, Deputy Secretary. [FR Doc. E7–22736 Filed 11–20–07; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–56786; File No. SR– NYSEArca–2007–114] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending the Fill-or-Kill Order November 14, 2007. Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 notice is hereby given that on November 7, 2007, NYSE Arca, Inc. (‘‘NYSE Arca’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. NYSE Arca has designated the proposed rule change as ‘‘non-controversial’’ under section 19(b)(3)(A)(iii) 3 of the Act and Rule 19b–4(f)(6) thereunder,4 which renders the proposal effective upon filing with the Commission. The Commission is publishing this notice to solicit 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A)(iii). 4 17 CFR 240.19b–4(f)(6). 65631 comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange, through its wholly owned subsidiary, NYSE Arca Equities, Inc. (‘‘NYSE Arca Equities’’), proposes to amend NYSE Arca Equities Rule 7.31(ll) to allow Users 5 to specify a minimum executable size for a Fill-orKill order. The text of the proposed rule change is available on the Exchange’s Web site at http://www.nyse.com, 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, NYSE Arca 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. NYSE Arca 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 In order to provide additional flexibility and increased functionality to its system and its Users, the Exchange proposes to allow Users to specify a minimum executable size for a Fill-orKill order. Pursuant to NYSE Arca Equities Rule 7.31(ll), Fill-or-Kill orders are limit orders that are executed in full as soon as such order is received. However, if execution is not possible, the entire order is immediately cancelled. According to this proposal, Users may specify a minimum executable size for a Fill-or-Kill order, no less than 100 shares. If Users do not specify a minimum executable size, then the Fillor-Kill order will be executed in its entirety or immediately cancelled. A Fill-or-Kill order with a specified minimum executable size will execute only against orders that (in aggregate) meet its minimum executable size. Any unexecuted portion of a Fill-or-Kill order will be immediately cancelled. A 2 17 PO 00000 Frm 00075 Fmt 4703 Sfmt 4703 5 See NYSE Arca Rule 1.1(yy) for the definition of ‘‘User.’’ E:\FR\FM\21NON1.SGM 21NON1

Agencies

[Federal Register Volume 72, Number 224 (Wednesday, November 21, 2007)]
[Notices]
[Pages 65630-65631]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-22736]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 28047; 813-367]


Kiewit Investment Fund LLLP; Notice of Application

November 15, 2007.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application for an order under section 6(b) of the 
Investment Company Act of 1940 (the ``Act'').

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    Summary of the Application: Applicant requests an order that would 
amend a prior order (``Prior Order'') \1\ to expand the class of 
persons eligible to purchase and hold shares of an employees' 
securities company to include certain specified immediate family 
members and grandchildren of eligible employees. In addition, the order 
would permit certain trusts and other investment vehicles formed for 
the benefit of lineal descendants of eligible employees to purchase and 
hold shares of the employees' securities company.
---------------------------------------------------------------------------

    \1\ Peter Kiewit Sons', Inc. and Kiewit Investment Fund LLLP, 
Investment Company Act Release Nos. 27066 (Sept. 14, 2005) (notice) 
and 27115 (Oct. 12, 2005) (order).
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    Applicant: Kiewit Investment Fund LLLP (the ``Fund'').
    Filing Dates: The application was filed on July 10, 2007, and 
amended on November 13, 2007.
    Hearing or Notification of Hearing: An order granting the 
application will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Commission's 
Secretary and serving applicant with a copy of the request, personally 
or by mail. Hearing requests should be received by the Commission by 
5:30 p.m. on December 10, 2007, 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 who wish to be notified of a hearing may request 
notification by writing to the Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F 
Street, NE., Washington, DC 20549-1090. Applicant, Robert L. Giles, 
Jr., Chief Executive Officer, Kiewit Investment Fund LLLP, 73 Tremont 
Street, Boston, Massachusetts 02108.

FOR FURTHER INFORMATION CONTACT: Shannon Conaty, Senior Counsel, at 
(202) 551-6827 or Janet M. Grossnickle, Branch Chief, at (202) 551-6821 
(Division of Investment Management, Office of Investment Company 
Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
Commission's Public Reference Desk, 100 F Street, NE., Washington, DC 
20549-0102 (tel. (202) 551-5850).

Applicant's Representations

    1. The Fund, a Delaware limited liability limited partnership, is 
registered under the Act as a non-diversified, closed-end management 
investment company, and at all times operates as an ``employees' 
securities company'' within the meaning of section 2(a)(13) of the Act. 
The Fund is designed as a long-term investment vehicle for current and 
former employees and their immediate family members of Peter Kiewit 
Sons', Inc. (``Kiewit'') and its affiliated companies. Kiewit, a 
Delaware corporation, is a large construction contractor operating 
primarily in the North American market that provides construction 
services to a broad range of public and private customers.
    2. Pursuant to the Prior Order, units of limited partnership 
interests of the Fund (``Units'') may be purchased only by Eligible 
Holders. Eligible Holders consist of (i) current and former employees 
or persons on retainer of the Kiewit Group,\2\ within the meaning of 
section 2(a)(13) of the Act (``Eligible Employees''); (ii) board 
directors retained by the Fund (``Directors''); (iii) immediate family 
members, within the meaning of section 2(a)(13) of the Act, of such 
Directors or Eligible Employees; or (iv) members of the Kiewit Group. 
Units are offered pursuant to offerings registered under the Securities 
Act of 1933, as amended (the ``Securities Act'').
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    \2\ The term ``Kiewit Group'' refers to Kiewit and any 
affiliated company of Kiewit of which Kiewit is an affiliated 
company, as defined in section 2(a)(2) of the Act.
---------------------------------------------------------------------------

    3. Under the terms of the Prior Order, the Fund has in the past 
limited investment to those individuals who constitute immediate family 
members, within the meaning of section 2(a)(13) of the Act, of Eligible 
Employees and Directors of the Fund. Applicant proposes to amend the 
Prior Order solely to the extent necessary to expand the class of 
immediate family members of Eligible Employees and Directors who may 
invest in the Fund to include any parent, spouse of a parent, child, 
spouse of a child, spouse, brother, sister or grandchild of such 
Eligible Employee or Director (including step and adoptive 
relationships), regardless of whether such person currently resides 
with or is a dependent of such Eligible Employee or Director 
(``Eligible Family Members''). In addition, Applicant seeks to amend 
the Prior Order solely to the extent necessary to permit Units to be 
offered and sold to (i) certain trusts and other investment vehicles 
(including self-directed retirement plan vehicles such as individual 
retirement accounts) of which the trustees and/or grantors are Eligible 
Employees or Directors or that were established solely for the benefit 
of Eligible Employees or Directors or their Eligible Family Members, or 
for the benefit of other more distant lineal descendants, including 
great-grandchildren, of Eligible Employees or Directors (including, in 
each case, step and adoptive relationships), and (ii) partnerships, 
corporations or other entities of which at least a majority of the 
voting power is controlled by Eligible Employees or Directors 
(collectively clauses (i) and (ii), ``Qualified Investment Vehicles''). 
Such Qualified Investment Vehicles also shall constitute Eligible 
Holders to which Units may be transferred with the prior written 
consent of the Fund, provided that, as a result of such transfer, the 
Fund would not cease to be an

[[Page 65631]]

employees' securities company under the Act.\3\
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    \3\ The inclusion of entities controlled by an Eligible Employee 
or Director in the definition of Eligible Holder is intended to 
enable Eligible Employees and Directors and their Eligible Family 
Members to make investments in the Fund through private investment 
vehicles for the purpose of personal and family investment and 
estate planning objectives. Eligible Employees and Directors will 
exercise investment discretion and control over these investment 
vehicles, thereby creating a close nexus between Kiewit and these 
investment vehicles.
---------------------------------------------------------------------------

Applicant's Legal Analysis

    1. Section 6(b) of the Act provides, in part, that the Commission 
will exempt employees' securities companies from the provisions of the 
Act to the extent that the exemption is consistent with the protection 
of investors. Section 2(a)(13) defines an employees' securities company 
as any investment company all of whose securities (other than short-
term paper) are beneficially owned (a) by current or former employees, 
or persons on retainer, of one or more affiliated employers, (b) by 
immediate family members of such persons, or (c) by such employer or 
employers together with any of the persons in (a) or (b).
    2. Applicant requests an order under section 6(b) of the Act to 
amend the Prior Order solely to the extent necessary to permit the Fund 
to expand the class of persons eligible to purchase and hold Units of 
the Fund, an employees' securities company, to include any individual 
that is covered by the term ``member of the immediate family'' in 
section 2(a)(19) of the Act, as well as grandchildren, of Eligible 
Employees and Directors. In addition, the amended order would permit 
certain trusts and other investment vehicles formed for the benefit of 
lineal descendants of Eligible Employees and Directors to purchase and 
hold Units of the Fund. For the reasons discussed below, applicant 
believes that the requested exemption pursuant to section 6(b) is 
consistent with the protection of investors and the purposes of the 
Act.
    3. Applicant states that an employees' securities company is a 
labor-related entity that exists primarily to promote the economic 
welfare of its employee-investors. Applicant states that the requested 
relief would permit Eligible Employees and Directors to achieve certain 
tax and economic goals through the effective use of estate planning and 
retirement tools. Applicant states that the requested relief is 
consistent with the protection of investors because permitting Eligible 
Family Members of Eligible Employees and Directors to invest in the 
Fund, and Qualified Investment Vehicles to purchase and hold Units, 
would preserve the status of the Fund as an entity designed primarily 
to promote the economic welfare of Eligible Employees and Directors. 
Applicant further states that the permitting the Fund to directly offer 
and sell Units to Qualified Investment Vehicles eases the burden of 
administering the Fund and provides a means for certain such vehicles 
to hold Units. The participation of Qualified Investment Vehicles 
generally will result in cost savings and tax efficiencies for Eligible 
Employees, Directors and their Eligible Family Members. Moreover, 
Applicant notes that the Fund is registered under the Act, operates in 
compliance with all applicable provisions of the Act (other than 
section 15(a) to the extent it received relief in the Prior Order) and 
offers and sells its Units pursuant to offerings registered under the 
Securities Act.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-22736 Filed 11-20-07; 8:45 am]
BILLING CODE 8011-01-P