81 FR 3853 - Leaning Pine II, L.L.C.; Notice of Application
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 81, Issue 14 (January 22, 2016)
Federal Register Volume 81, Issue 14 (January 22, 2016)
| Page Range | 3853-3855 | |
| FR Document | 2016-01201 |
[Federal Register Volume 81, Number 14 (Friday, January 22, 2016)] [Notices] [Pages 3853-3855] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2016-01201] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. IC-31959; File No. 812-14473] Leaning Pine II, L.L.C.; Notice of Application January 15, 2016. AGENCY: Securities and Exchange Commission (``Commission''). ACTION: Notice of application for an order under section 6(c) of the Investment Company Act of 1940 (the ``Act'') for an exemption from all provisions of the Act and all rules and regulations thereunder. ----------------------------------------------------------------------- SUMMARY OF APPLICATION: Applicant requests an order for an exemption from all provisions of the Act and all rules and regulations thereunder, as Applicant is essentially a closely-held private investment company formed for a limited purpose. APPLICANT: Leaning Pine II, L.L.C. (``Applicant''). FILING DATES: The application was filed on May 26, 2015 and amended on October 22, 2015 and January 13, 2016. HEARING OR NOTIFICATION OF HEARING: An order granting the requested relief 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 February 9, 2016, 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 St. NE., Washington, DC 20549-1090. Applicant: Leaning Pine II, L.L.C., 315 E. Commerce Street, Suite 300, San Antonio, TX 78205. FOR FURTHER INFORMATION CONTACT: Vanessa M. Meeks, Senior Counsel, or Melissa R. Harke, Branch Chief, at (202) 551-6825 (Chief Counsel's Office, Division of Investment Management). SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained via the Commission's Web site by searching for the file number, or for an applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling (202) 551-8090. Applicant's Representations 1. Applicant is a newly-formed Texas limited liability company. Applicant will be capitalized with assets of individual members of the Hixon family (the ``Family'') and other Family Members (as defined below) so that it may serve as a non-charitable endowment for Hobo Lake Club Incorporated (``Hobo Lake Club''), a non-profit corporation organized by the Family, which owns a lakeside property and lodge in Plum Lake, Vilas County, Wisconsin and operates as a recreation club for its members. The land held by Hobo Lake Club was first acquired by members of the Family approximately 100 years ago. As a non-profit corporation, Hobo Lake Club does not have ``owners'' in the common sense, but instead has ``members.'' Under Hobo Lake Club's bylaws, members are limited to lineal descendants of Joseph M. Hixon and Irene C. Hixon. 2. As used herein, ``Family Members'' refers to (i) the descendants (including adopted descendants) of Joseph M. Hixon (deceased) and Irene C. Hixon (deceased); (ii) spouses and former-spouses of any individuals described in clause (i) above; (iii) one descendant of a former spouse who will be admitted as a member of Applicant upon the effectiveness of the Shareholder Agreement (as defined below) and his descendants (including adopted descendants); and (iv) trusts, partnerships and other entities established for the exclusive benefit of, or exclusively owned by, any individuals described in clause (i), (ii) or (iii) above. 3. Applicant anticipates that upon its capitalization Applicant will have approximately 120 members, all of whom will be Family Members. These approximately 120 members will include several trusts for the benefit of individuals who are also members individually. Applicant will be capitalized exclusively by the contribution of a portion of dividend proceeds payable to various Family Members by Hixon Properties Incorporated (``Hixon Properties''), a private company that owns and invests primarily in real estate and related ventures that is controlled by Family Members, such dividend proceeds to be contributed to Applicant pursuant to an agreement (the ``Shareholder Agreement'') among Applicant, Hixon Properties and Applicant's members. 4. Membership interests in Applicant (``Interests'') have not been and will not be offered or sold to the public. Applicant's operating agreement (the ``LLC Agreement'') includes a restriction on transfers that prohibits members from transferring Interests to anyone other than Family Members. As a result of this restriction on transfers, no trading market will exist for the Interests. Additionally, any new member (i.e. other than by transfer) is also required to be a shareholder of Hixon Properties, whose shares are subject to transfer restrictions similar to those in the LLC Agreement (and applicant will further prohibit admittance of non-Family Members other than upon a transfer of shares of Hixon Properties subject to the Shareholder Agreement by a Member of Applicant to a non-Family Member). 5. Under the LLC Agreement, Applicant's purpose is to serve as a source of funding for Hobo Lake Club, and Applicant is expressly authorized to make distributions to Hobo Lake Club for the operations, maintenance and improvement of Hobo Lake Club's properties. Applicant is not intended to [[Page 3854]] be utilized as a wealth-creation vehicle for its members. Rather, pursuant to the Shareholder Agreement and consistent with Applicant's limited purpose of serving as a source of funding for Hobo Lake Club, contributions of dividend proceeds from Hixon Properties will cease once Applicant's assets reach $4,500,000 (as adjusted for changes in the consumer price index) (the ``Funding Threshold''), which is a level of funding that is intended, along with other funding resources, to be sufficient to support Hobo Lake Club. 6. Applicant will be managed by a body of at least three managers (the ``Managers''), each of whom must be a Family Member. Election or removal of a Manager requires the action of Applicant's members holding a majority of the Interests. The Managers may be reimbursed for expenses incurred on behalf of Applicant, but may only receive compensation for their service as Managers in excess of such reimbursements with the consent of the members holding at least 60% of the Interests, which compensation shall not include performance fees or other performance-based compensation. 7. Applicant's assets will be comprised of investments in individual securities and investment funds. The Managers will engage investment advisers registered with the Commission to carry out Applicant's investment policy (the ``Policy''). 8. The highest priority of the Policy is to ensure funding for Hobo Lake Club. The registered investment advisers engaged by Applicant will be required to operate within the guidelines established by the Policy and assume a moderate risk posture. Management fees charged must be reasonable and customary, and no performance fees will be permitted. 9. The Managers will supervise all advisers engaged by Applicant and will review Applicant's investment portfolio quarterly to ensure compliance with the Policy. All advisers will be required to provide reports to the Managers at least quarterly. Applicant will provide reports to its members at least annually. On a portfolio-wide basis, the registered investment advisers engaged by Applicant will be subject to quantitative asset allocation, portfolio quality and diversification standards, which will be established by the Managers. Applicant's Legal Analysis 1. Applicant is seeking an order pursuant to section 6(c) of the Act for an exemption from all of the provisions of the Act and all rules and regulations thereunder. Applicant submits that section 3(c)(1) of the Act evidences the intention of Congress to exclude ``private'' investment companies from the scope of the Act. Under section 6(c) of the Act, the Commission may exempt any person, security, or transaction from any provision of the Act, if and to the extent that such exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. Applicant submits that the requested exemption from all provisions of the Act and all rules and regulations thereunder meets these standards, as Applicant is essentially a closely-held private investment company formed for a limited purpose. 2. Applicant states that similarly situated companies can typically rely on section 3(c)(1) of the Act for an exclusion from registration under the Act. Section 3(c)(1) excepts from the definition of ``investment company'' any issuer whose outstanding securities are beneficially owned by not more than 100 persons and which is not making and does not presently propose to make a public offering of its securities. Applicant submits that, as contemplated, there will be over 100 initial investors in Applicant, and the number of members is likely to increase in the future as Interests are passed down to younger generations, meaning it would not qualify for the exception under section 3(c)(1). 3. Applicant submits that the exemption requested is necessary and appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. Applicant further submits that the exemption requested is consistent with relief granted by the Commission to other private investment companies that have more than 100 beneficial owners and that are substantially owned and controlled by a single family or that were formed for the limited purpose of aggregating and holding funds pending utilization of those funds by a related private enterprise. 4. Applicant submits that one of the key purposes of the Act is the mitigation of the conflicts of interest between fund investors and the management of the fund. Applicant submits that, in its case, sufficient safeguards exist to protect its investors and such safeguards are consistent with those implemented by similarly situated entities for which relief has previously been granted. Applicant's Conditions Applicant agrees that the order of the Commission granting the requested relief shall be subject to the following conditions, which conditions shall continue for so long as Applicant seeks to rely on such relief: 1. Interests have not been and will not be offered or sold to the public. The LLC Agreement includes a restriction on transfers that prohibits members from transferring Interests to anyone other than Family Members. Additionally, any new member (i.e., other than by transfer) is also required to be a shareholder of Hixon Properties, whose shares are subject to transfer restrictions similar to those in the LLC Agreement. Applicant will further prohibit admittance of non- Family Members other than upon a transfer of shares of Hixon Properties subject to the Shareholder Agreement by a Member of Applicant to a non- Family Member. 2. Applicant will be managed by Managers, each of whom will be a Family Member. 3. Applicant's Managers will engage only Commission-registered investment advisers and will meet no less frequently than quarterly to review Applicant's investment portfolio to ensure compliance with the Policy. 4. Applicant will not modify its purpose as set forth in the LLC Agreement. 5. Applicant will not knowingly make available to any broker or dealer registered under the Securities Exchange Act of 1934, as amended, any financial information concerning Applicant for the purpose of knowingly enabling such broker or dealer to initiate any regular trading market in the Interests. 6. Applicant will provide each member of Applicant annual financial statements audited by an independent public accountant registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board at such times as Applicant's assets, as reflected on Applicant's year-end balance sheet prepared in accordance with generally accepted accounting principles, equal or exceed $1,000,000. With respect to any year for which audited annual financial statements are not provided in accordance with the foregoing limitation, Applicant will provide unaudited annual financial statements to each member of Applicant. 7. Applicant will comply with the provisions set forth in subparagraphs (A)(i) and (B)(i) of section 12(d)(1) of the Act, as if Applicant were an investment company relying on the exemption set forth in section 3(c)(1) of the Act. [[Page 3855]] For the Commission, by the Division of Investment Management, under delegated authority. Robert W. Errett, Deputy Secretary. [FR Doc. 2016-01201 Filed 1-21-16; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 81, No. 14 / Friday, January 22, 2016 / Notices 3853
rules/sro.shtml). Copies of the FILING DATES: The application was filed 2. As used herein, ‘‘Family Members’’
submission, all subsequent on May 26, 2015 and amended on refers to (i) the descendants (including
amendments, all written statements October 22, 2015 and January 13, 2016. adopted descendants) of Joseph M.
with respect to the proposed rule HEARING OR NOTIFICATION OF HEARING: Hixon (deceased) and Irene C. Hixon
change that are filed with the An order granting the requested relief (deceased); (ii) spouses and former-
Commission, and all written will be issued unless the Commission spouses of any individuals described in
communications relating to the orders a hearing. Interested persons may clause (i) above; (iii) one descendant of
proposed rule change between the request a hearing by writing to the a former spouse who will be admitted
Commission and any person, other than Commission’s Secretary and serving as a member of Applicant upon the
those that may be withheld from the applicant with a copy of the request, effectiveness of the Shareholder
public in accordance with the personally or by mail. Hearing requests Agreement (as defined below) and his
provisions of 5 U.S.C. 552, will be should be received by the Commission descendants (including adopted
available for Web site viewing and by 5:30 p.m. on February 9, 2016, and descendants); and (iv) trusts,
printing in the Commission’s Public should be accompanied by proof of partnerships and other entities
Reference Room, 100 F Street NE., service on applicant, in the form of an established for the exclusive benefit of,
Washington, DC 20549, on official affidavit or, for lawyers, a certificate of or exclusively owned by, any
business days between the hours of service. Hearing requests should state individuals described in clause (i), (ii)
10:00 a.m. and 3:00 p.m. Copies of such the nature of the writer’s interest, the or (iii) above.
filing also will be available for reason for the request, and the issues 3. Applicant anticipates that upon its
inspection and copying at the principal contested. Persons who wish to be capitalization Applicant will have
offices of the Exchange. All comments notified of a hearing may request approximately 120 members, all of
received will be posted without change; notification by writing to the whom will be Family Members. These
the Commission does not edit personal Commission’s Secretary. approximately 120 members will
identifying information from include several trusts for the benefit of
ADDRESSES: Secretary, U.S. Securities
submissions. You should submit only individuals who are also members
and Exchange Commission, 100 F St.
information that you wish to make individually. Applicant will be
NE., Washington, DC 20549–1090.
available publicly. All submissions capitalized exclusively by the
Applicant: Leaning Pine II, L.L.C., 315
should refer to File Number SR–OC– contribution of a portion of dividend
E. Commerce Street, Suite 300, San
2015–03, and should be submitted on or proceeds payable to various Family
Antonio, TX 78205.
before February 12, 2016. Members by Hixon Properties
FOR FURTHER INFORMATION CONTACT: Incorporated (‘‘Hixon Properties’’), a
For the Commission, by the Division Vanessa M. Meeks, Senior Counsel, or
of Trading and Markets, pursuant to private company that owns and invests
Melissa R. Harke, Branch Chief, at (202) primarily in real estate and related
delegated authority.7 551–6825 (Chief Counsel’s Office, ventures that is controlled by Family
Robert W. Errett, Division of Investment Management). Members, such dividend proceeds to be
Deputy Secretary. SUPPLEMENTARY INFORMATION: The contributed to Applicant pursuant to an
[FR Doc. 2016–01199 Filed 1–21–16; 8:45 am] following is a summary of the agreement (the ‘‘Shareholder
BILLING CODE 8011–01–P
application. The complete application Agreement’’) among Applicant, Hixon
may be obtained via the Commission’s Properties and Applicant’s members.
Web site by searching for the file 4. Membership interests in Applicant
SECURITIES AND EXCHANGE number, or for an applicant using the (‘‘Interests’’) have not been and will not
COMMISSION Company name box, at http://www.sec. be offered or sold to the public.
gov/search/search.htm or by calling Applicant’s operating agreement (the
[Release No. IC–31959; File No. 812–14473] (202) 551–8090. ‘‘LLC Agreement’’) includes a restriction
on transfers that prohibits members
Leaning Pine II, L.L.C.; Notice of Applicant’s Representations
from transferring Interests to anyone
Application 1. Applicant is a newly-formed Texas other than Family Members. As a result
limited liability company. Applicant of this restriction on transfers, no
January 15, 2016.
will be capitalized with assets of trading market will exist for the
AGENCY: Securities and Exchange individual members of the Hixon family
Commission (‘‘Commission’’). Interests. Additionally, any new
(the ‘‘Family’’) and other Family member (i.e. other than by transfer) is
ACTION: Notice of application for an Members (as defined below) so that it also required to be a shareholder of
order under section 6(c) of the may serve as a non-charitable Hixon Properties, whose shares are
Investment Company Act of 1940 (the endowment for Hobo Lake Club subject to transfer restrictions similar to
‘‘Act’’) for an exemption from all Incorporated (‘‘Hobo Lake Club’’), a those in the LLC Agreement (and
provisions of the Act and all rules and non-profit corporation organized by the applicant will further prohibit
regulations thereunder. Family, which owns a lakeside property admittance of non-Family Members
and lodge in Plum Lake, Vilas County, other than upon a transfer of shares of
SUMMARY OF APPLICATION: Applicant Wisconsin and operates as a recreation Hixon Properties subject to the
requests an order for an exemption from club for its members. The land held by Shareholder Agreement by a Member of
all provisions of the Act and all rules Hobo Lake Club was first acquired by Applicant to a non-Family Member).
and regulations thereunder, as
mstockstill on DSK4VPTVN1PROD with NOTICES
members of the Family approximately 5. Under the LLC Agreement,
Applicant is essentially a closely-held 100 years ago. As a non-profit Applicant’s purpose is to serve as a
private investment company formed for corporation, Hobo Lake Club does not source of funding for Hobo Lake Club,
a limited purpose. have ‘‘owners’’ in the common sense, and Applicant is expressly authorized to
APPLICANT: Leaning Pine II, L.L.C. but instead has ‘‘members.’’ Under Hobo make distributions to Hobo Lake Club
(‘‘Applicant’’). Lake Club’s bylaws, members are for the operations, maintenance and
limited to lineal descendants of Joseph improvement of Hobo Lake Club’s
7 17 CFR 200.30–3(a)(73). M. Hixon and Irene C. Hixon. properties. Applicant is not intended to
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![Federal Register / Vol. 81, No. 14 / Friday, January 22, 2016 / Notices 3855
For the Commission, by the Division of —Completion of the detailed review of DEPARTMENT OF STATE
Investment Management, under delegated the Global Maritime Distress and
authority. Safety System (GMDSS) [Public Notice: 9420]
Robert W. Errett, —Updating of the GMDSS master plan
Deputy Secretary. and guidelines on MSI (maritime Culturally Significant Objects Imported
[FR Doc. 2016–01201 Filed 1–21–16; 8:45 am] safety information) provisions for Exhibition Determinations:
—Response to matters related to the
BILLING CODE 8011–01–P ‘‘Picasso: The Great War,
Radiocommunication ITU R Study
Group Experimentation and Change’’
—Response to matters related to ITU Exhibition
DEPARTMENT OF STATE World Radiocommunication
[Public Notice: 9417] Conference SUMMARY: Notice is hereby given of the
—Measures to protect the safety of following determinations: Pursuant to
Notice of Public Meeting persons rescued at sea the authority vested in me by the Act of
—Analysis of information on October 19, 1965 (79 Stat. 985; 22 U.S.C.
The Department of State will conduct
developments in Inmarsat and 2459), Executive Order 12047 of March
an open meeting at 9:30 a.m. on
Cospas-Sarsat 27, 1978, the Foreign Affairs Reform and
Wednesday, February 24, 2016, at the —Revised Performance Standards for
headquarters of the Radio Technical Restructuring Act of 1998 (112 Stat.
EPIRBs operating on 406 MHz 2681, et seq.; 22 U.S.C. 6501 note, et
Commission for Maritime Services (resolution A.810(19)) to include
(RTCM) in Suite 605, 1611 N. Kent seq.), Delegation of Authority No. 234 of
Cospas-Sarsat MEOSAR and second October 1, 1999, Delegation of Authority
Street, Arlington, Virginia 22209. The generation beacons
primary purpose of the meeting is to No. 236–3 of August 28, 2000 (and, as
—Guidelines on harmonized
prepare for the third Session of the appropriate, Delegation of Authority No.
aeronautical and maritime search and
International Maritime Organization’s 257–1 of December 11, 2015), I hereby
rescue procedures, including SAR
(IMO) Sub-Committee on Navigation, training matters determine that the objects to be
Communication, and Search and Rescue —Further development of the Global included in the exhibition ‘‘Picasso: The
to be held at the IMO Headquarters, SAR Plan for the provision of Great War, Experimentation and
United Kingdom, from February 29 to maritime SAR services Change,’’ imported from abroad for
March 4, 2016. —Amendments to the IAMSAR Manual temporary exhibition within the United
The agenda items to be considered —Revised guidelines for preparing States, are of cultural significance. The
include: plans for cooperation between search objects are imported pursuant to loan
—Routing measures and mandatory ship and rescue services and passenger agreements with the foreign owners or
reporting systems ships (MSC.1/Circ.1079) custodians. I also determine that the
—Amendment to the General Provisions —Unified interpretation of provisions of exhibition or display of the exhibit
on Ships’ Routing (resolution IMO safety, security, and environment objects at The Barnes Foundation,
A.572(14)) on establishing multiple related Conventions Philadelphia, Pennsylvania, from on or
structures at sea —Biennial status report and provisional
about February 21, 2016, until on or
—Recognition of Galileo as a component agenda for NCSR 4
—Report to the Maritime Safety about May 9, 2016, at the Columbus
of the WWRNS
—Additional modules to the Revised Committee Museum of Art, Columbus, Ohio, from
Performance Standards for Integrated Members of the public may attend on or about June 10, 2016, until on or
Navigations Systems (INS) (resolution this meeting up to the seating capacity about September 11, 2016, and at
MSC.252(83) relating to the of the room. To facilitate the building possible additional exhibitions or
harmonization of bridge design and security process, and to request venues yet to be determined, is in the
display of information reasonable accommodation, those who national interest. I have ordered that
—Updates to the LRIT system plan to attend should contact the Public Notice of these Determinations
—Guidelines associated with multi- meeting coordinator, George Detweiler, be published in the Federal Register.
system shipborne radionavigation by email at George.H.Detweiler@
receivers dealing with the harmonized FOR FURTHER INFORMATION CONTACT: For
uscg.mil, by phone at (202) 372–1566, or
provision of PNT data and integrity further information, including a list of
in writing at 2703 Martin Luther King Jr.
information Ave. SE., Stop 7418, Washington DC the imported objects, contact the Office
—Guidelines for the harmonized 20593–7418 not later than February 17, of Public Diplomacy and Public Affairs
display of navigation information 2016. Requests made after February 17, in the Office of the Legal Adviser, U.S.
received via communications 2016, might not be able to be Department of State (telephone: 202–
equipment accommodated. RTCM Headquarters is 632–6471; email: section2459@
—Revised Guidelines and criteria for adjacent to the Rosslyn Metro Station. state.gov). The mailing address is U.S.
ship reporting systems (resolution For further directions and lodging Department of State, L/PD, SA–5, Suite
MSC.43(64)) information, please see: http://www. 5H03, Washington, DC 20522–0505.
—Analysis of developments in maritime rtcm.org/visit.php. Additional Dated: January 14, 2016.
radiocommunication systems and information regarding this and other
technology Mark Taplin,
public meetings related to the IMO may
mstockstill on DSK4VPTVN1PROD with NOTICES
—Performance Standards for shipborne be found at: www.uscg.mil/imo. Deputy Assistant Secretary for Policy, Bureau
GMDSS equipment to accommodate of Educational and Cultural Affairs,
additional providers of GMDSS Dated: January 15, 2016. Department of State.
satellite services Jonathan W. Burby, [FR Doc. 2016–01277 Filed 1–21–16; 8:45 am]
—Interconnection of NAVTEX and Coast Guard Liaison Officer, Office of Ocean BILLING CODE 4710–05–P
Inmarsat SafetyNET receivers and and Polar Affairs, Department of State.
their display on Integrated Navigation [FR Doc. 2016–01275 Filed 1–21–16; 8:45 am]
Display Systems BILLING CODE 4710–09–P
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Document Created: 2016-01-22 01:16:40
Document Modified: 2016-01-22 01:16:40
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| Action | Notice of application for an order under section 6(c) of the Investment Company Act of 1940 (the ``Act'') for an exemption from all provisions of the Act and all rules and regulations thereunder. | |
| Dates | The application was filed on May 26, 2015 and amended on October 22, 2015 and January 13, 2016. | |
| Contact | Vanessa M. Meeks, Senior Counsel, or Melissa R. Harke, Branch Chief, at (202) 551-6825 (Chief Counsel's Office, Division of Investment Management). | |
| FR Citation | 81 FR 3853 |
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