Kiewit Investment Fund LLLP; Notice of Application, 65630-65631 [E7-22736]
Download as PDF
<![CDATA[
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 https://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]
=======================================================================
-----------------------------------------------------------------------
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'').
-----------------------------------------------------------------------
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).
---------------------------------------------------------------------------
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'').
---------------------------------------------------------------------------
\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\
---------------------------------------------------------------------------
\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
