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Code · REGISTER · 2006-10-26 · National Park Service, DOI · Notices

Notices. Announcement of meeting

24,275 words·~110 min read·/register/2006/10/26/06-8939·

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

BILLING CODE 4310-MR-C DEPARTMENT OF INTERIOR National Park Service Great Sand Dunes National Park Advisory Council Meeting AGENCY: National Park Service, DOI. ACTION: Announcement of meeting. SUMMARY: Great Sand Dunes National Park and Preserve announces a meeting of the Great Sand Dunes National Park Advisory Council, which was established to provide guidance to the Secretary on long-term planning for Great Sand Dunes National Park and Preserve. DATES: The meeting date is: 1.
November 9, 2006, 10 a.m.-12 p.m., Mosca, Colorado. ADDRESSES: The meeting location is: 1. Mosca, Colorado—Great Sand Dunes National Park and Preserve Visitor Center, 11999 Highway 150, Mosca, CO 81146. FOR FURTHER INFORMATION CONTACT: Steve Chaney, 719-378-6312. SUPPLEMENTARY INFORMATION: At the November 9 meeting, the National Park Service will focus on the changes made to the draft General Management Plan, Wilderness Study and EIS based on public comments and consultation.
A public comment period will be held from 11:30 a.m. to 12 p.m. Michael D. Snyder, Regional Director. [FR Doc. E6-17938 Filed 10-25-06; 8:45 am] BILLING CODE 4312-CL-P DEPARTMENT OF JUSTICE [OMB Number 1190-0001] Civil Rights Division; Agency Information Collection Activities: Proposed Collection; Comments Requested ACTION: 60-day notice of information collection under review: procedures for the administration of section 5 of the Voting Rights Act of 1965. The Department of Justice (DOJ), CRT has submitted the following information collection request to the Office of Management and Budget
(OMB)for review and approval in accordance with the Paperwork Reduction Act of 1995. The proposed information collection is published to obtain comments from the public and affected agencies. Comments are encouraged and will be accepted for “sixty days” until December 26, 2006. This process is conducted in accordance with 5 CFR 1320.10. If you have comments especially on the estimated public burden or associated response time, suggestions, or need a copy of the proposed information collection instrument with instructions or additional information, please contact Gaye Tenoso, U.S. Department of Justice, Civil Rights Division, 950 Pennsylvania Avenue, NW.,Voting Section, 1800G, Washington, DC 20530. Written comments and suggestions from the public and affected agencies concerning the proposed collection of information are encouraged. Your comments should address one or more of the following four points: —Evaluate whether the proposed 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 proposed 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. Overview of this information collection:
(1)*Type of Information Collection:* Extension of a currently approved collection.
(2)*Title of the Form/Collection:* Procedures for the Administration of Section 5 of the Voting Rights Act of 1965.
(3)*Agency form number:* None.
(4)*Affected public who will be asked or required to respond, as well as a brief abstract: Primary:* State or Local Tribal Government. *Other:* None. *Abstract:* Jurisdictions specifically covered under the Voting Rights Act are required to obtain preclearance from the Attorney General before instituting changes affecting voting. They must convince the Attorney General that proposed voting changes are not racially discriminatory. The procedures facilitate the provision of information that will enable the Attorney General to make the required determination.
(5)*An estimate of the total number of respondents and the amount of time estimated for an average respondent to respond:* It is estimated that 4,727 respondents will complete each form within approximately 10.02 hours.
(6)*An estimate of the total public burden (in hours) associated with the collection:* There are an estimated 47,365 total annual burden hours associated with this collection. *If additional information is required contact:* Lynn Bryant, Department Clearance Officer, United States Department of Justice, Justice Management Division, Policy and Planning Staff, Patrick Henry Building, Suite 1600, 601 D Street NW., Washington, DC 20530. Dated: October 20, 2006. Lynn Bryant, Lynn Bryant Department Clearance Officer, Department of Justice. [FR Doc. E6-17901 Filed 10-25-06; 8:45 am] BILLING CODE 4410-13-P DEPARTMENT OF JUSTICE Bureau of Alcohol, Tobacco, Firearms and Explosives [OMB Number 1140-0093] Agency Information Collection Activities: Proposed Collection; Comments Requested ACTION: 30-Day Notice of Information Collection Under Review: Certification of Child Safety Lock. The Department of Justice (DOJ), Bureau of Alcohol, Tobacco, Firearms and Explosives
(ATF)has submitted the following information collection request to the Office of Management and Budget
(OMB)for review and approval in accordance with the Paperwork Reduction Act of 1995. The proposed information collection is published to obtain comments from the public and affected agencies. This proposed information collection was previously published in the **Federal Register** Volume 71, Number 107, page 32373 on June 5, 2006, allowing for a 60 day comment period. The purpose of this notice is to allow for an additional 30 days for public comment until November 27, 2006. This process is conducted in accordance with 5 CFR 1320.10. Written comments and/or suggestions regarding the items contained in this notice, especially the estimated public burden and associated response time, should be directed to The Office of Management and Budget, Office of Information and Regulatory Affairs, Attention: Department of Justice Desk Officer, Washington, DC 20503. Additionally, comments may be submitted to OMB via facsimile to
(202)395-5806. Written comments and suggestions from the public and affected agencies concerning the proposed collection of information are encouraged. Your comments should address one or more of the following four points: —Evaluate whether the proposed 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 agencies estimate of the burden of the proposed 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. Overview of This Information Collection
(1)*Type of Information Collection:* Extension of a currently approved collection.
(2)*Title of the Form/Collection:* Certification of Child Safety Lock.
(3)*Agency form number, if any, and the applicable component of the Department of Justice sponsoring the collection:* Form Number: None. Bureau of Alcohol, Tobacco, Firearms and Explosives.
(4)*Affected public who will be asked or required to respond, as well as a brief abstract:* Primary: Business or other for-profit. Other: None. Abstract: Prior to transferring a handgun to a non-licensee, the licensed importer, manufacturer or dealer must certify that the non-licensee has been or within 10 days will be provided with secure gun storage or a safety device for the handgun.
(5)*An estimate of the total number of respondents and the amount of time estimated for an average respondent to respond:* There will be an estimated 61,356 respondents, who will complete the certification in approximately 5 seconds.
(6)*An estimate of the total burden (in hours) associated with the collection:* There are an estimated 62 total burden hours associated with this collection. If additional information is required contact: Lynn Bryant, Department Clearance Officer, United States Department of Justice, Policy and Planning Staff, Justice Management Division, Suite 1600, Patrick Henry Building, 601 D Street, NW., Washington, DC 20530. Dated: October 20, 2006. Lynn Bryant, Department Clearance Officer, United States Department of Justice. [FR Doc. E6-17915 Filed 10-25-06; 8:45 am] BILLING CODE 4410-FY-P DEPARTMENT OF JUSTICE Federal Bureau of Investigation [OMB Number 1110-NEW] Agency Information Collection Activities: Proposed Collection, Comments Requested ACTION: 30-day Notice of Information Collection Under Review: Three Fingerprint Cards: Arrest and Institution; Applicant; Personal Identification. The Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Division has submitted the following information collection request to the Office of Management and Budget
(OMB)for review and clearance in accordance with established review procedures of the Paperwork Reduction Act of 1995. The proposed information collection is published to obtain comments from the public and affected agencies. The proposed information collection was previously published in the **Federal Register** Volume on (August 28, 2006, Volume 71, Number 166, Pages 50943-50944, allowing for a 60 day comment period. The purpose of this notice is to allow for an additional 30 days for public comment until November 27, 2006. This process is conducted in accordance with 5 CFR 1320.10. Written comments and/or suggestions regarding the items contained in this notice, especially the estimated public burden and associated response time, should be directed to the Office of Management and Budget, Office of Information and Regulatory Affairs, Attention Department of Justice Desk Officer, Washington, DC 20503. Additionally, comments may be submitted to OMB via facsimile to
(202)395-5806. Written comments and suggestions from the public and affected agencies concerning the proposed collection of information are encouraged. Your comments should address one or more of the following four points:
(1)Evaluate whether the proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have a practical utility;
(2)Evaluate the accuracy of the agency's estimate of the burden of the propose collection of information, including the validity of the methodology and assumptions used;
(3)Enhance the quality, utility, and clarity of the information to be collected; and
(4)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 of other forms of information technology, *e.g.* , permitting electronic submission of responses. Overview of this information collection:
(1)*Type of information collection* : Approval of existing collection in use without an OMB control number.
(2)*The title of the form/collection* : Three Fingerprint Cards: Arrest and Institution; Applicant; Personal Identification.
(3)*The agency form number, if any, and the applicable component of the department sponsoring the collection* : Forms FD-249 (Arrest and Institution), FD-258 (Applicant), and FD-353 (Personal Identification); Criminal Justice Information Services Division, Federal Bureau of Investigation, Department of Justice.
(4)*Affected public who will be asked or required to respond, as well as a brief abstract* : Primary: City, county, State, Federal and tribal law enforcement agencies; civil entities requesting security clearance and background checks. This collection is needed to collect information on individuals requesting background checks, security clearance, or those individuals who have been arrested for or accused of criminal activities. Acceptable data is stored as part of the Integrated Automated Fingerprint Identification System (IAFIS) of the Federal Bureau of Investigation.
(5)*An estimate of the total number of respondents and the amount of time estimated for an average respondent to respond* : There are approximately 80,100 agencies as respondents at 10 minutes per fingerprint card completed.
(6)*An estimate of the total public burden (in hours) associated with this collection* : There are approximately 486,724 annual burden hours associated with this collection. *If additional information is required contact:* Ms. Lynn Bryant, Department Clearance Officer, Justice Management Division, United States Department of Justice, Patrick Henry Building, Suite 1600, 601 D Street, NW., Washington, DC 20530. Dated: October 20, 2006. Lynn Bryant, Department Clearance Officer, United States Department of Justice. [FR Doc. E6-17916 Filed 10-25-06; 8:45 am] BILLING CODE 4410-02-P DEPARTMENT OF LABOR Employee Benefits Security Administration [Prohibited Transaction Exemption 2006-15; Exemption Application No. D-11039] Grant of Individual Exemption To Amend Prohibited Transaction Exemption
(PTE)95-31 Involving the Financial Institutions Retirement Fund (the Fund) and the Financial Institutions Thrift Plan (the Thrift Plan) Located in White Plains, NY AGENCY: Employee Benefits Security Administration, U.S. Department of Labor. ACTION: Grant of Individual Exemption to Amend PTE 95-31. SUMMARY: This document contains a final exemption that amends PTE 95-31 (60 FR 18619, April 12, 1995), an exemption granted to the Fund and the Thrift Plan. PTE 95-31 involves the provision of certain services, and the receipt of compensation for such services, by Pentegra Services, Inc. (Pentegra), a wholly-owned, for-profit subsidiary corporation of the Fund. These transactions are described in a notice of pendancy that was published in the **Federal Register** on July 3, 2002 (67 FR 44643). EFFECTIVE DATE: This exemption is effective October 26, 2006. FOR FURTHER INFORMATION CONTACT: Christopher Motta, Office of Exemption Determinations, Employee Benefits Security Administration, U.S. Department of Labor, telephone
(202)693-8544. (This is not a toll-free number.) SUPPLEMENTARY INFORMATION: PTE 95-31 provides an exemption from certain prohibited transaction restrictions of section 406(a) and 406(b)(1) and (b)(2) of the Employee Retirement Income Security Act of 1974 (ERISA or the Act) and from the sanctions resulting from the application of section 4975 of the Internal Revenue Code of 1986 (the Code), as amended, by reason of section 4975(c)(1)(A) through
(E)of the Code. Specifically, PTE 95-31 permits the provision of certain services, and the receipt of compensation for such services, by Pentegra to: Employers (the Employers) that participate in the Fund and the Thrift Plan; and employee benefit plans (the Plans) sponsored by such Employers. The exemption contained herein expands the scope of PTE 95-31 by permitting the provision of certain trust services, and the receipt of compensation for such services, by Trustco (a wholly-owned, for-profit subsidiary corporation of the Fund that will provide directed, non-discretionary trust services) to the Plans, the Employers, the Thrift Plan, and individual retirement accounts (the IRAs) established by certain employees, officers, directors and/or shareholders of the Employers (the Individuals). In addition, the exemption permits the provision of certain services by Pentegra to the Thrift Plan and the IRAs; and the receipt of compensation by Pentegra in connection therewith. This individual exemption to amend PTE 95-31 was requested in an application filed on behalf of the Fund and the Thrift Plan (together, the Applicants) pursuant to section 408(a) of the Act and section 4975(c)(2) of the Code, and in accordance with the procedures set forth in 29 CFR Part 2570, Subpart B (55 FR 32836, August 10, 1990). 1 The notice of proposed amendment gave interested persons an opportunity to submit written comments or requests for a public hearing on the proposed amendment to the Department. The Department received 7 comments and no written requests for a public hearing. The Applicants responded to these comments in a letter received by the Department on February 19, 2004. Ernst & Young LLP, an independent fiduciary as discussed in further detail below, submitted a letter received by the Department on February 9, 2006. 1 Section 102 of the Reorganization Plan No. 4 of 1978 (43 FR 44713, October 17, 1978, 5 U.S.C. App 1 [1995]) generally transferred the authority of the Secretary of the Treasury to issue administrative exemptions under section 4975 of the Code to the Secretary of Labor. Discussion of the Comments Received Several of the commenters expressed general concern that the proposed exemption does not contain sufficient safeguards to protect the Fund. In response, the Applicants state that numerous safeguards will be in place to protect the Fund with regard to both the creation and operation of Trustco. In this regard, the Applicants represent that the establishment and operation of Trustco will be overseen by: The Office of the Comptroller of the Currency (the OCC), an independent fiduciary, an independent auditor, and the Fund's board of trustees. The Applicants state that, before granting trust status to Trustco, the OCC must determine that Trustco can reasonably be expected to achieve and maintain profitability, and operate in a safe and sound manner. To the extent trust status is granted to Trustco, the OCC will thereafter periodically examine, among other things, the trust company's management, operations, internal controls, audits, earnings, asset management and compliance with applicable laws and regulations. The Applicants state that the establishment and operation of Trustco will be further overseen by an independent fiduciary (currently, Ernst & Young LLP). In this regard, the independent fiduciary will review the services that will be provided by Trustco, and, if the services are reasonable and appropriate for the trust company, give an express approval for such services. The independent fiduciary will also review the provision of trust services by Trustco to ensure that the terms contained therein reflect terms at least as favorable to Trustco and the Retirement Fund. Thereafter, the independent fiduciary must perform periodic reviews to ensure that the services being provided by Trustco remain appropriate for Pentegra and Trustco. The Applicants additionally state that Trustco's financial statements will be audited each year by an independent certified public accountant, and such audited statements will be reviewed by the independent fiduciary. The Applicants represent also that the Trustco board will be independent from the Pentegra and Thrift Plan boards (as described in further detail below). The Applicants state that, at least once a year, the Trustco board of directors will provide a written report to the Fund Board, describing in detail: the services provided by Trustco, the fees received for such services, and an estimate of the fees the trust company expects to receive the following year. A commenter requested specific information regarding:
(1)Pentegra clients that have requested the creation of Trustco;
(2)Pentegra's stand-alone expenses, and the percentage that such expenses will increase if Trustco is established;
(3)the revenue streams that will result from the creation of Trustco; and
(4)the return on investment that the creation of Trustco will provide to the Fund. With regard to
(1)above, the Applicants represent that certain employers that receive services from Pentegra have asked Pentegra to provide related trust services. Specifically, sponsors of qualified and nonqualified plans that receive recordkeeping services from Pentegra have asked whether Pentegra can serve as trustee with respect to such plans. The Applicants represent also that certain Pentegra clients have indicated that they would prefer to have all of their services, including trust services, provided by one entity. With regard to
(2)above, the Applicants state that preliminary financial projections for Trustco indicate that Trusto will incur expenses of $866,500 in year one. If 2004 had been the first year of the existence of Trustco, the projected expenses of $866,500 would represent a 29.5% increase over Pentegra's 2004 budgeted stand-alone expenses of $2,942,388. With regard to
(3)above, the Applicants state that Trustco anticipates charging an asset-based fee of four basis points for 401(k) plan trust services. According to the Applicants, this is the same fee that is charged by trust companies to plans that receive non-trust services from Pentegra. With respect to trust services provided to employee stock ownership plans (ESOPs), the Applicants state that Trustco anticipates charging $7,000 per plan. According to the Applicants, this is the same fee charged by trust companies to ESOPs that receive non-trust services from Pentegra. With regard to
(4)above, the Applicants anticipate that the creation of Trustco will result in the following expenses in years One through Five, respectively: $866,500; $1,057,825; $1,188,466; $1,327,115 and $1,474,429. The Applicants further anticipate that the creation of Trustco will result in the following revenue in years one through five, respectively: $869,729; $1,085,667; $1,306,877; $1,533,609 and $1,766,124. Accordingly, the Applicants expect that Trustco will be profitable from the first year of its existence onward. Given the expected capital investment of $2 million by Pentegra, the expected returns on investment regarding the proposed trust company are: 0.2% for Year One; 1.4% for Year Two; 5.9% for Year Three; 10.3% for Year Four; and 14.6% for Year Five. Several commenters questioned the necessity of the Fund's proposed creation of Trustco. These commenters expressed concern that Trustco might not be an appropriate investment for the Fund. In response, the Applicants state that the following factors were relevant to the Fund's decision to create Trustco:
(1)Employers currently receiving services from Pentegra have asked Pentegra to provide related trust services; and
(2)the “market” for defined benefit pension plans is stagnant, at best. The Applicants state that, given these factors, the creation of Trustco is necessary since it will enable Pentegra, a Fund asset, to retain existing clients and attract new ones in a shrinking market. The Applicants state further that the creation of Trustco is appropriate since it will enable the Fund to “unlock” the employee benefit plan-expertise contained in Pentegra and create greater economies of scale with respect to the costs of administering the Fund. Commenters expressed further concern regarding the impact the creation of Trustco would have on benefits provided under the Fund. In response, the Applicants represent that the Fund does not permit the reduction of accrued benefits, regardless of any investments made by the Fund. The Applicants state that any expenses incurred in connection with the formation of Trustco will not result in a reduction of benefits accrued by participants in the Fund. Another commenter inquired the following:
(1)How, and in what amounts, would Trustco provide value to the participants and beneficiaries of the Fund;
(2)whether Trustco is sufficiently separate from the Fund and Pentegra so as not to create a significant risk or liability to Pentegra, the Fund, the Thrift Plan, and affected participants and beneficiaries;
(3)what is the source and amount of Trustco's initial capitalization;
(4)whether Trustco will be staffed with competent, experienced staff and have sufficient bonding or insurance to mitigate liability; and
(5)what is the expected timeframe for Trustco to become profitable. With regard to
(1)above, the Applicants state that the creation of Trustco would benefit the Fund by permitting Pentegra to use existing resources/skills to retain clients and attract new ones. The Applicants state further that the creation of Trustco would enable the Fund to further diversify its portfolio and create new products and services, the benefits of which would inure to the Fund's participants. The Applicants represent that preliminary financial projections for Trustco project that net income will increase from $3,229 in Year One to $291,694 in Year Five. With regard to
(2)above, the Applicants state that the Trustco board of directors will be structured to be independent from the Pentegra and Fund boards of directors. Any member of the Fund board who is also a member of the Trustco board will abstain from any discussions or deliberations undertaken by the respective boards of directors with respect to any service or lease agreements between the Fund and Trustco. The Applicants represent also that Trustco will be subject to a limited amount of liability since Trustco will provide only directed, nondiscretionary trust services and will not have any investment discretion with respect to the assets being held in trust. Additionally, Trustco will not engage in any securities lending transactions and/or provide any cash management services. With regard to
(3)above, the Applicants state that the Fund will provide the trust company's initial capitalization of $2,000,000, an amount that is consistent with OCC requirements. The Applicants anticipate that, on an ongoing basis, no more than one-half of one percent of the Fund's assets will be invested in Trustco. With regard to
(4)above, the Applicants represent that Trustco will be staffed with competent, experienced employees, at least one of which will be a Trustco officer who will be fully dedicated to overseeing the company's day-to-day operations. The Applicants state that the OCC will carefully evaluate the credentials of such officer prior to the establishment of Trustco as a trust company. The Applicants state further that Trustco will have the necessary insurance to comply with any applicable laws and/or regulations. With regard to
(5)above, the Applicants represent that preliminary financial projections (described above) indicate that Trustco will be profitable in its initial and subsequent years of operation. Another commenter questioned:
(1)Whether it would be more appropriate for the Thrift Plan, and not the Fund, to own a profit-making enterprise such as Trustco; and
(2)whether a business plan has been developed by Pentegra for Trustco. With regard to
(1)above, the Applicants state that the Fund may invest a portion of its assets in a trust company as long as such an investment is prudent, in the best interests of the participants and beneficiaries of the Fund, and supports the primary objective of the Fund's investment program of meeting/beating its liabilities. In contrast, the Thrift Plan is a tax-qualified multiple employer defined contribution plan and, therefore, participants in the Thrift Plan determine how to invest their accounts (within the array of investment options offered under the Thrift Plan). The Applicants represent that there is no opportunity for the Thrift Plan to more aggressively pursue a return on investments through fee-based services because the assets of the Thrift Plan are fully allocated to the accounts of the participants who control the investments. With regard to
(2)above, the Applicants represent that before Trustco can be created, a formal business plan must be submitted to, and approved by, the OCC and the Fund Board of Directors. The Applicants represent that waiting to develop a formal business plan until after the proposed exemption is granted precludes the possibility that the Fund will pay an unnecessary and costly expense ( *i.e.* , in the event the Department did not grant the proposed exemption). 2 2 A copy of the preliminary financial projections provided by Pentegra to the Department of Labor for the first five years of Trustco's existence is on file with the Department under D-11039. As noted above, the Department received a letter from Ernst & Young on February 9, 2006. In the letter, Ernst & Young states that it reviewed the application (D-11039) for this exemption submitted by the Applicants to the Department as well as the comments submitted by Retirement Fund participants. Ernst & Young states further that the rationale expressed by the Applicants for providing trust services is consistent with the provision of services Pentegra currently provides. Ernst & Young acknowledges that it will review whether the provision of trust services by Trustco reflect terms that are at least as favorable to Trustco and the Retirement Fund as the terms generally available in arm's length transactions between Trustco and employers which do not participate in the Retirement Fund. Ernst & Young states that it is reasonable to assume that the contemplated formation of a national trust company will be in the interests of the Retirement Fund participants and that the OCC's oversight will provide sufficient protection. After full consideration and review of the entire record, including the written comments, the Applicants response, and the independent fiduciary's statements, the Department has determined to grant the individual exemption to amend 95-31, as proposed. The comments, the Applicants' response, and the independent fiduciary's letter have been included as part of the public record of the exemption application. The complete application file, including all supplemental submissions received by the Department, is available for public inspection in the Public Disclosure Room of the Employee Benefits Security Administration, Room N-1513, U.S. Department of Labor, 200 Constitution Avenue, NW., Washington, DC 20210. General Information The attention of interested persons is directed to the following:
(1)The fact that a transaction is the subject of an exemption under section 408(a) of the Act and section 4975(c)(2) of the Code does not relieve a fiduciary or other party in interest or disqualified person from certain other provisions of the Act and the Code, including any prohibited transaction provisions to which the exemption does not apply and the general fiduciary responsibility provisions of section 404 of the Act, which require, among other things, a fiduciary to discharge his or her duties respecting the plan solely in the interest of the participants and beneficiaries of the plan and in a prudent fashion in accordance with section 404(a)(1)(B) of the Act; nor does it affect the requirements of section 401(a) of the Code that the plan operate for the exclusive benefit of the employees of the employer maintaining the plan and their beneficiaries;
(2)The exemption will not extend to transactions prohibited under section 406(b)(3) of the Act and section 4975(c)(1)(F) of the Code;
(3)The Department finds that the amended exemption is administratively feasible, in the interests of the plan and of its participants and beneficiaries, and protective of the rights of participants and beneficiaries of the plan;
(4)This exemption supplements, and is not in derogation of, any other provisions of the Act and the Code, including statutory or administrative exemptions. Furthermore, the fact that a transaction is subject to an administrative or statutory exemption is not dispositive of whether the transaction is in fact a prohibited transaction; and
(5)This exemption is subject to the express condition that the facts, representations, and statements made, or referred to, in: PTE 95-31, the notice of proposed exemption relating to the amendment of PTE 95-31, and this grant, accurately describe, where relevant, the material terms of the transactions to be consummated pursuant to this exemption. Exemption Section I. Covered Transactions The restrictions of sections 406(a) and 406(b)(1) and (b)(2) of the Act and the sanctions resulting from the application of section 4975 of the Code, by reason of section 4975(c)(1)(A) through
(E)of the Code, shall not apply to the provision of certain services, and the receipt of compensation for such services, by Pentegra Services, Inc. (Pentegra), a wholly-owned, for-profit subsidiary corporation of the Fund, and Trustco, a wholly-owned subsidiary corporation of Pentegra (collectively, the Service Providers), to: The Thrift Plan; employers that participate in the Fund and/or the Thrift Plan (the Employers); employee benefit plans sponsored by the Employers (the Plans); and the individual retirement accounts (the IRAs) established by certain employees, officers, directors and/or shareholders of the Employers (the Individuals); provided that the following conditions are met:
(a)A qualified, independent fiduciary of the Fund determines that the services provided by the Service Providers are in the best interests of the Fund and are protective of the rights of the participants and beneficiaries of the Fund;
(b)The terms associated with the provision of services by the Service Providers to the Plans, the Thrift Plan, and the IRAs, at the time such services are entered into, are not less favorable to all parties to the transaction than the terms generally available in comparable arm's-length transactions involving unrelated parties;
(c)The Service Providers receive reasonable compensation for the provision of services, as determined by an independent fiduciary;
(d)Prior to the provision of services by the Service Providers, the independent fiduciary will first review such services and will determine that such services are reasonable and appropriate for the Service Providers, taking into account such factors as: Whether the Service Providers have the capability to perform such services, whether the fees to be charged reflect arm's-length terms, whether Service Provider personnel have the qualifications to provide such services, and whether such arrangements are reasonable based upon a comparison with similarly qualified firms in the same or similar locales in which the Service Providers propose to operate;
(e)No services will be provided by the Service Providers without the prior review and approval of the independent fiduciary;
(f)Not less frequently than quarterly, the independent fiduciary will perform periodic reviews to ensure that the services offered by the Service Providers remain appropriate for the Service Providers and that the fees charged by the Service Providers represent reasonable compensation for such services;
(g)Not less frequently than annually, the Service Providers will provide a written report to the board of directors of the Fund describing in detail the services provided to the Plans, the Employers, the IRAs, and the Thrift Plan, a detailed accounting of the fees received for such services, and an estimate as to the amount of fees the Service Providers expect to receive during the following year from such Plans and Employers;
(h)Not less frequently than annually, the independent fiduciary will conduct a detailed review of approximately 10 percent of all transactions completed by the Service Providers which will include a reasonable cross-section of all services performed; such transactions will be reviewed for compliance with the terms and conditions of this exemption;
(i)The financial statements of the Service Providers will be audited each year by an independent certified public accountant, and such audited statements will be reviewed by the independent fiduciary;
(j)The independent fiduciary shall have the authority to prohibit the Service Providers from performing services that such fiduciary deems inappropriate and not in the best interests of the Service Providers and the Fund;
(k)Each Service Provider contract with an Employer, an IRA, the Thrift Plan or a Plan will be subject to termination without penalty by any of the parties to the contract for any reason upon reasonable written notice;
(l)Trustco will act solely as a directed trustee and will not:
(1)Have any investment discretion with respect to the assets being held in trust,
(2)Engage in any securities lending transactions, and/or
(3)Provide any cash management services; and
(m)A majority of the Board of Directors of the Thrift Plan will at all times be independent of, and separate from, the Board of Directors of the Fund, the Board of Directors of Pentegra, and the Board of Directors of Trustco, and, with respect to the selection of Trustco and/or Pentegra as provider(s) of services to the Thrift Plan:
(1)Such majority members alone will give prior approval upon determining that such services are necessary and the associated fees charged are reasonable; and
(2)Any member of the Board of Directors of the Thrift Plan contemporaneously participating as a member of the Board of Directors of Pentegra (Trustco) will remove himself or herself from all consideration by the Thrift Plan regarding the provision of services by Trustco (Pentegra) to the Thrift Plan and will not otherwise exercise, with respect to such provision(s) of services, any of the authority, control or responsibility which makes him or her a fiduciary. Section II. Recordkeeping
(1)The independent fiduciary and the Fund will maintain, or cause to be maintained, for a period of 6 years, the records necessary to enable the persons described in paragraph
(2)of this section to determine whether the conditions of this exemption have been met, except that:
(a)A prohibited transaction will not be considered to have occurred if, due to circumstances beyond the control of the independent fiduciary and the Fund, or their agents, the records are lost or destroyed before the end of the six year period; and
(b)no party in interest other than the independent fiduciary and the Board of Directors of the Fund shall be subject to the civil penalty that may be assessed under section 502(i) of the Act, or to the taxes imposed by section 4975(a) and
(b)of the Code, if the records are not maintained, or are not available for examination as required by paragraph
(2)below. (2)(a) Except as provided in section
(b)of this paragraph and notwithstanding any provisions of subsections (a)(2) and
(b)of section 504 of the Act, the records referred to in paragraph
(1)of this section shall be unconditionally available at their customary location during normal business hours by:
(1)Any duly authorized employee or representative of the Department or the Internal Revenue Service;
(2)Any employer participating in the Fund and/or Thrift Plan or any duly authorized employee or representative of such employer;
(3)Any participant or beneficiary of the Fund, Thrift Plan, or Plan or any duly authorized representative of such participant or beneficiary; and
(4)Any Individual;
(b)None of the persons described above in subparagraphs (a)(2) and (a)(3) of this paragraph
(2)shall be authorized to examine trade secrets of the independent fiduciary or the Fund, or their affiliates, or commercial or financial information which is privileged or confidential.
(3)For purposes of this section, references to the Fund shall also include the Service Providers. The availability of this exemption is subject to the express condition that the material facts and representations contained in the application for exemption are true and complete and accurately describe all material terms of the transactions. In the case of continuing transactions, if any of the material facts or representations described in the application change, the exemption will cease to apply as of the date of such change. In the event of any such change, an application for a new exemption must be made to the Department. For a more complete statement of the facts and representations supporting the Department's decision to grant this exemption, refer to the proposed exemption and PTE 95-31 which are cited above. Ivan L. Strasfeld, Director of Exemption Determinations, Employee Benefits Security Administration, U.S. Department of Labor. [FR Doc. E6-17922 Filed 10-25-06; 8:45 am] BILLING CODE 4510-29-P DEPARTMENT OF LABOR Employee Benefits Security Administration [Application No. L-11348] Notice of Proposed Individual Exemption Involving Kaiser Aluminum Corporation and Its Subsidiaries (Together, Kaiser) Located in Foothill Ranch, CA AGENCY: Employee Benefits Security Administration, U.S. Department of Labor. ACTION: Notice of proposed individual exemption. This document contains a notice of pendency before the Department of Labor (the Department) of a proposed individual exemption from certain prohibited transaction restrictions of the Employee Retirement Income Security Act of 1974 (the Act or ERISA). 1 If granted, the proposed exemption would permit, effective July 6, 2006,
(1)the acquisition by the VEBA for Retirees of Kaiser Aluminum (the Hourly VEBA) and by the Kaiser Aluminum Salaried Retirees VEBA (the Salaried VEBA; together, the VEBAs) of certain publicly traded common stock issued by Kaiser (the Stock or the Shares), through an in-kind contribution to the VEBAs by Kaiser of such Stock, for the purpose of prefunding VEBA welfare benefits;
(2)the holding by the VEBAs of such Stock acquired pursuant to the contribution; and
(3)the management of the Shares, including their voting and disposition, by an independent fiduciary (the Independent Fiduciary) designated to represent the interests of each VEBA with respect to the transactions. The proposed exemption, if granted, would affect the VEBAs and their participants and beneficiaries. 1 Because the VEBAs are not qualified under section 401 of the Internal Revenue Code of 1986, as amended (the Code) there is no jurisdiction under Title II of the Act pursuant to section 4975 of the Code. However, there is jurisdiction under Title I of the Act. EFFECTIVE DATE: If granted, this proposed exemption will be effective as of July 6, 2006. DATES: Written comments and requests for a public hearing on the proposed exemption should be submitted to the Department by November 21, 2006. ADDRESS: All written comments and requests for a public hearing concerning the proposed exemption should be sent to the Office of Exemptions Determinations, Employee Benefits Security Administration, Room N-5700, U.S. Department of Labor, 200 Constitution Avenue, NW., Washington, DC 20210, Attention: Application No. D-11348. Alternatively, interested persons are invited to submit comments or hearing requests to the Department by e-mail to *chuksorji.blessed@dol.gov* or by facsimile at
(202)219-0204. The application pertaining to the proposed exemption and the comments received will be available for public inspection in the Public Disclosure Room of the Employee Benefits Security Administration, U.S. Department of Labor, Room N-1513, 200 Constitution Avenue, NW., Washington, DC 20210. FOR FURTHER INFORMATION CONTACT: Ms. Blessed Chuksorji, Office of Exemption Determinations, Employee Benefits Security Administration, U.S. Department of Labor, telephone
(202)693-8567. (This is not a toll-free number.) SUPPLEMENTARY INFORMATION: This document contains a notice of proposed individual exemption from the restrictions of sections 406(a)(1)(E), 406(a)(2), 406(b)(1), 406(b)(2) and 407(a) of the Act. The proposed exemption has been requested in an application filed by Kaiser pursuant to section 408(a) of the Act, and in accordance with the procedures set forth in 29 CFR part 2570, Subpart B (55 FR 32836, August 10, 1990). Effective December 31, 1978, section 102 of Reorganization Plan No. 4 of 1978, (43 FR 47713, October 17, 1978) transferred the authority of the Secretary of the Treasury to issue exemptions of the type requested to the Secretary of Labor. Accordingly, this proposed exemption is being issued solely by the Department. Summary of Facts and Representations The Applicant 1. Kaiser is a U.S. manufacturer and distributor of fabricated aluminum products. Kaiser's fabricated products business, which operates 11 facilities, is a leading producer of rolled, extruded, drawn and forged aluminum products, serving market segments with a variety of transportation and industrial end uses. Kaiser has approximately 2,300 employees in the United States, of which approximately 1,134 are represented by the
(USW)2 and other unions (collectively, the Unions). As of June 30, 2006, Kaiser had total assets of $1,579,900,000. Kaiser maintains its headquarters in Foothill Ranch, California. 2 The USW is the result of a merger that took effect April 12, 2005, between the Paper, Allied-Industrial, Chemical and Energy Workers International Union, AFL-CLC
(PACE)and the United Steelworkers of America AFL-CIO-CLC (USWA). The resulting union is known as the USW. The Bankruptcy Proceedings and Kaiser's Negotiations 2. On February 12, 2002, Kaiser and certain affiliates filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (the Bankruptcy Code). Additional affiliates filed for similar relief on March 15, 2002 and its remaining domestic affiliates filed on January 14, 2003. The Chapter 11 cases were consolidated for procedural purposes only, and were administered jointly in the United States District Court for the District of Delaware (the Bankruptcy Court). On July 6, 2006, Kaiser emerged from bankruptcy. 3 3 Following its emergence from bankruptcy, Kaiser retains a 49% interest in Anglesey, a United Kingdom corporation that owns and operates an aluminum smelter in Holyhead, Wales. 3. Kaiser explains that its ability to emerge from bankruptcy was dependent on the achievement of a number of interrelated agreements among its creditors, lenders, interested government agencies, and employees. Kaiser indicates that the negotiation of modifications to the collective bargaining agreements with the Unions was important to its successful reorganization. A key issue in these negotiations was the extent to which Kaiser could restructure retiree benefit obligations in order to emerge as a viable entity. As a result, Kaiser began negotiations with the International Association of Machinists and Aerospace Workers (IAM), the United Automobile, Aerospace and Agricultural Implement Workers of America (UAW), the International Chemical Workers Union Council—United Food & Commercial Workers (ICWU), PACE, the USW (collectively, Unions) and a committee of five former Kaiser executives (the Salaried Committee) appointed pursuant to the Bankruptcy Code as authorized representatives of current and future salaried retirees. These series of negotiations culminated in agreements to terminate existing retiree welfare arrangements and establish the VEBAs described herein. Kaiser, the Unions, and the respective VEBA Committees recognized that terminating the existing retiree welfare arrangements and establishing the VEBAs was the only viable alternative for funding future welfare benefits for current and certain future retirees. Therefore, all legacy retiree welfare benefit obligations were discharged as of May 31, 2004, in connection with the Bankruptcy Court order issued on June 1, 2004. The Hourly VEBA 4. Pursuant to the Hourly Settlement Agreement, Kaiser and the Unions created the Board of Trustees of the Hourly VEBA (the Hourly Board) 4 to implement new retiree medical arrangements through the establishment of the Hourly Trust, which in turn funds benefits provided under the Hourly Plan. Together, the Hourly Trust and the Hourly Plan comprise the Hourly VEBA, 5 which was established as of June 1, 2004 through a series of court orders. National City Bank, located in Pittsburgh, Pennsylvania, serves as the Hourly VEBA's trustee (the Hourly Trustee). 4 Kaiser explains that the Hourly Board was established pursuant to the Hourly Settlement Agreement and consists of four individuals, two appointed by Kaiser and two appointed by the USW. The members serve until death, incapacity, resignation or removal by unanimous vote of the remaining members as set forth in the Hourly Trust Agreement, Section 9.3. In addition, both Kaiser and the USW have the power to remove and replace the Hourly Board members it appoints at any time. 5 Kaiser represents that the Hourly VEBA was negotiated to provide medical benefits for current and future retirees who had worked under union-negotiated collective bargaining agreements and who previously had been entitled to medical coverage under plans maintained by Kaiser that were terminated during the bankruptcy proceedings. The Hourly VEBA is sponsored by the Hourly Board. The Hourly Board is also the Hourly VEBA's named fiduciary and plan administrator. In this regard, the Hourly Board determines the benefits to be provided under the Hourly Plan, including, without limitation, which participants are eligible to receive benefits, in what form, and in what amount, and the contributions (if any) that the participants are required to make to help defray the cost of their coverage. In addition, the Hourly Board may retain independent professional service providers that it deems necessary and appropriate to administer the Hourly VEBA. The Hourly Board receives no compensation from the Hourly VEBA. Kaiser's obligation to contribute to the Hourly VEBA will terminate in 2012. As of July 31, 2006, the Hourly VEBA had 7,120 participants. Also, as of July 31, 2006, the Hourly VEBA had assets of $102,338,684.35. The Salaried VEBA 5. In January 2004, Kaiser and the Salaried Committee 6 reached and entered into the Salaried Settlement Agreement, which provided for the creation of the Salaried VEBA. The Salaried Committee chose to form a separate VEBA for the benefit of eligible salaried retirees in order for them to receive partial recompense from Kaiser for the termination of their retiree benefits, rather than to participate in a single VEBA with the Unions. The Salaried VEBA is comprised of a trust, the Salaried Trust, and a plan, the Salaried Plan. The Salaried Trust is the funding vehicle for the Salaried Plan and together, these form the Salaried VEBA. 6 The Salaried Committee was dissolved effective July 6, 2006. Its members consisted of five former executives of Kaiser who served without compensation. On May 31, 2004, the Salaried Trust was formed under a Trust Agreement entered into between the Salaried Board, consisting of three salaried retired employees of Kaiser and Union Bank of California, N.A., the Salaried Trustee. On this same date, the Salaried Board adopted the Salaried Plan. The Salaried Trust was formed to hold and distribute trust fund assets in the form of retiree benefits to eligible salaried retirees of Kaiser and their spouses and dependents. The Salaried Plan was formed for the purpose of providing retiree benefits. The Salaried Board is the named fiduciary for the Salaried VEBA. Kaiser states that the Salaried VEBA is intended to qualify as a medical reimbursement plan within the meaning of section 105 of the Code and an employee welfare benefit plan within the meaning of section of 3(1) of the Act. The Salaried Board is both the sponsor and administrator of the Salaried VEBA. Kaiser is obligated to make certain cash contributions to the Salaried Trust and to pay a certain portion of the Salaried VEBA's administrative costs. 7 7 Under the Salaried Settlement Agreement, Kaiser states it is obligated to reimburse one-half of the Salaried VEBA's administrative expenses, not to exceed $36,250. The Salaried Trustee receives all cash contributions on behalf of the Salaried Trust. In turn, the Salaried Trustee, at the direction of the Salaried Board, invests the proceeds, disburses funds to cover the creation and administrative costs of both the Salaried Trust and the Salaried Plan, and disburses funds to pay benefits, if and when the benefits are distributed under the Salaried Plan. Kaiser explains that the Salaried Board has engaged a professional employee benefits plan administrator to carry out a majority of the tasks associated with the day-to-day administration of the Salaried Plan. As of December 31, 2005, the Salaried VEBA had 4,117 participants. As of August 23, 2006, the Salaried VEBA had $77,901,362.49 in assets. Funding Arrangements for the VEBAs 6. Under the terms of the Hourly Settlement Agreement and the Salaried Settlement Agreement, Kaiser agreed to fund the Hourly Trust and the Salaried Trust, which would, in turn, fund benefits provided by the Hourly Plan and the Salaried Plan through
(a)in-kind contributions of Stock,
(b)cash contributions in fixed amounts, and
(c)profit sharing pool contributions. (a)(1) *Contribution of Stock to the Hourly VEBA.* On July 7, 2006, Kaiser issued 8,809,000 shares of its common stock to the Hourly Trust. 8 This Stock contribution represented 44% of Kaiser's fully diluted common equity. The Shares contributed to the Hourly Trust are subject to provisions in the Stock Transfer Restriction Agreement and the Registration Rights Agreement, each of which is discussed below. 8 The Hourly VEBA was entitled to receive 11,439,900 Shares (representing a 57.2% ownership interest in Kaiser) but sold, pursuant to procedures approved by the Bankruptcy Court, rights to 2,630,000 of such Shares to unrelated third parties in pre-emergence sales. For purposes of the percentage limitations contained in the Stock Transfer Restriction Agreement described below, and unless Kaiser later agrees otherwise or the IRS rules that these pre-emergence sales do not count as sales on or after the Effective Date for purposes of preserving net operating loss carryovers, the pre-emergence sales are treated as if they occurred on or after the Effective Date. The Stock Transfer Restriction Agreement, which was executed by and between Kaiser and the Hourly Trustee and assented to and acknowledged by the Hourly Independent Fiduciary, provides that, during the ten-year period commencing on the Effective Date ( *i.e.* , July 6, 2006), the Hourly Trustee is prohibited from disposing of any of the Shares, unless at the time of the disposition, the number of Shares to be included in the transfer, together with all such Shares included in other transfers by the Hourly Trust that have occurred during the 12 months preceding the transfer, is not more than 15% of the total number of Shares received by the Hourly Trust pursuant to the Plan of Reorganization (except, at the outset, larger amounts of Shares may be permitted to be sold in specified transactions). However, Kaiser's Board of Directors may, but is not required to, allow dispositions by the Hourly Trustee that would otherwise violate this restriction. The principal purpose of the Stock Transfer Restriction Agreement is to assure that Kaiser's net operating loss carryovers (the NOLs) will continue to be available to Kaiser without limitation following its emergence from bankruptcy. The NOLs will enable Kaiser to operate without an excessive tax burden for a number of years. 9 In order to preserve the full value of the NOLs, Kaiser must not undergo another change of ownership following the Effective Date while the NOLs are still available for use by Kaiser. 9 In the Disclosure Statement related to Kaiser's Plan of Reorganization, the present value of the estimated tax savings from the NOLs was estimated at approximately $65 million to $85 million. The Registration Rights Agreement, which was executed by and between Kaiser and the Hourly Trustee and assented to and acknowledged by the Independent Fiduciary for the Hourly VEBA (the Hourly Independent Fiduciary) on the Effective Date, provides generally that, during the period commencing on July 6, 2006 and ending March 31, 2007, the Hourly Trustee may request (and shall request if the Hourly Independent Fiduciary directs) that Kaiser effect a registration under the Securities Exchange Act of 1933 to permit the resale of a portion of the Shares held by the Hourly Trustee in an underwritten public offering meeting specified requirements and that, at any time following March 31, 2007, the Hourly Trustee may request (and shall request if the Hourly Independent Fiduciary directs) that Kaiser effect a registration to permit the resale of the Shares held by the Hourly Trust on a continuous basis. (a)(2) *Contribution of Stock to the Salaried VEBA.* On July 6, 2006, Kaiser issued 999,867 shares of its common stock to the Salaried Trust. 10 This Stock contribution represented slightly less than 5% of Kaiser's fully diluted common equity. 10 The Salaried VEBA was entitled to receive 1,940,000 Shares (representing a 9.7% ownership interest in Kaiser) but sold, pursuant to procedures approved by the Bankruptcy Court, rights to 940,233 of such Shares to unrelated third parties in pre-emergence sales.
(b)*Cash Contributions.* After an initial one-time contribution to the Trusts of $1.2 million in cash in June 2004 and continuing until its emergence from bankruptcy, Kaiser contributed cash to the Trusts at the rate of $1.9 million per month, with the initial and monthly cash contributions to the Trusts aggregating $48.7 million as of the Effective Date. These cash contributions were credited against $36 million in cash due to the Trusts on the Effective Date and will be credited against the first approximately $12.7 million of variable cash contributions that Kaiser is obligated to make to the Trusts from the profit sharing pool described below. Of the $48.7 million of cash contributions made to the Trusts prior to the Effective Date, $41.0 million was contributed to the Hourly Trust and $7.7 million was contributed to the Salaried Trust. In addition, Kaiser made a one-time contribution to the Hourly Trust of $1 million in cash on March 31, 2005; such cash contribution has not been and will not be credited against any of Kaiser's obligations to contribute additional cash to the Hourly Trust. Any variable cash contributions from the profit sharing pool described below will be made 85.5% to the Hourly Trust and 14.5% to the Salaried Trust.
(c)*Profit Sharing Pool.* Following the Effective Date, Kaiser established a profit sharing pool (the Pool) and, subject to the $12.7 million credit described above, is required to distribute the Pool, if any, for a fiscal year on the earlier of 120 days following the end of the fiscal year or 15 days after Kaiser files the Annual Report on Form 10-K for the fiscal year with the SEC (or, if no such report is required to be filed, within 15 days of the delivery of the independent auditor's opinion of Kaiser's annual financial statements for the fiscal year). The Pool, if any, for a fiscal year will be 10% of the first $20 million of adjusted pre-tax profit, plus 20% of adjusted pre-tax profit in excess of $20 million, provided that the Pool will not exceed $20 million and the Pool will be limited (with no carryover to future years) to the extent that the Pool would cause Kaiser's liquidity to be less than $50 million. As indicated above, the Pool, if any, will be distributed 85.5% to the Hourly Trust and 14.5% to the Salaried Trust. The Stock Valuation 7. Based on a valuation analysis performed by Lazard Frerès & Co., LLC (Lazard), an independent financial adviser and an investment banker located in New York, New York, Kaiser's reorganized value (the Reorganized Value) was estimated to be approximately $395 million to $470 million, with a midpoint of approximately $430 million as of September 30, 2005. The Reorganized Value consisted of the theoretical enterprise value of Kaiser, plus excess cash and other non-operating cash flows and assets. Lazard estimated the Reorganized Value as of September 30, 2005, under the assumption that the Reorganized Value would not change materially through the assumed Effective Date of December 31, 2005. The imputed reorganized equity value (the Equity Value) of Kaiser, which took into account estimated debt balances and other obligations as of the assumed Effective Date, was estimated to range from approximately $340 million to $415 million, with a midpoint of approximately $380 million. Based on the imputed range on this Effective Date, the Equity Value per share of the Stock was estimated to be approximately $17.00 to $20.75, with a midpoint of approximately $19.00. Thus, the estimated Equity Value of the 11,439,900 Shares of Kaiser common stock that were originally to be contributed to the Hourly VEBA before the pre-emergence sales had an estimated value of between $194.5 million and $237.4 million, with a midpoint of $217.4 million. With respect to the Salaried VEBA, the 1,940,000 Shares of Kaiser common stock that were originally to be contributed to such VEBA before the pre-emergence sales had an estimated value of between $33 million and $40.3 million, with a midpoint of $36.9 million. In preparing its estimate of the Reorganized Value of Kaiser, Lazard:
(a)Reviewed historical financial information concerning Kaiser;
(b)reviewed internal financial and operating data regarding Kaiser and financial projections relating to Kaiser's business and prospects; and
(c)met with certain members of the senior management of Kaiser to discuss Kaiser's operations and future prospects. Although Lazard conducted a review and analysis of Kaiser's businesses, operating assets and liabilities, and business plans, Lazard assumed and relied on the accuracy and completeness of the information furnished to it by Kaiser and by other firms retained by Kaiser as well as publicly-available information. In preparing its valuation analysis of Kaiser, Lazard analyzed the enterprise values of public companies that it deemed to be generally comparable to the operating businesses of Kaiser. In addition, Lazard utilized a discounted cash flow approach in which it computed the present value of Kaiser's free cash flows and terminal value. Further, Lazard analyzed the financial terms of certain acquisitions of companies that it believed were comparable to the operating businesses of Kaiser. Administrative Exemptive Relief 8. Accordingly, Kaiser requests an administrative exemption from the Department with respect to:
(1)The past contribution and the acquisition by the VEBAs of the Shares;
(2)the holding by the VEBAs of such Shares acquired pursuant to the contributions; and
(3)the management of the Shares by an Independent Fiduciary. Kaiser explains that the contribution of the Shares to the Hourly and Salaried Trusts would violate sections 406(a)(1)(E), 406(a)(2), and 407(a) of the Act. Section 406(a)(1)(E) of the Act provides that a fiduciary with respect to a plan shall not cause the plan to engage in a transaction if he knows or should know that such transaction constitutes a direct or indirect “acquisition, on behalf of the plan, of any employer security * * * in violation of Section 407(a).” Section 406(a)(2) of the Act prohibits a fiduciary who has authority or discretionary control of plan assets to permit the plan to hold any employer security if he knows or should know that holding such security violates Section 407(a). Section 407(a)(1) of the Act states that a plan may not acquire or hold any employer security which is not a qualifying employer security. Section 407(a)(2) of the Act states that a plan may not acquire any qualifying employer security, if immediately after such acquisition the aggregate fair market value of the employer securities held by the plan exceeds 10% of the fair market value of the assets of the plan. Section 407(d)(5) of the Act defines the term “qualifying employer security” to mean an employer security which is a stock, a marketable obligation, or an interest in certain publicly traded partnerships. After December 17, 1987, in the case of a plan, other than an eligible individual account plan, an employer security will be considered a qualifying employer security only if such employer security satisfies the requirements of section 407(f)(1) of the Act. Section 407(f)(1) of the Act states that stock satisfies the requirements of this paragraph if, immediately following the acquisition of such stock no more than 25% of the aggregate amount of the same class issued and outstanding at the time of acquisition is held by the plan, and at least 50% of the aggregate amount of such stock is held by persons independent of the issuer. In this regard, Kaiser represents that the Stock held by the Trusts would not comply with the requirements of section 407(f)(1) of the Act, because at least 50% of the Shares would not be held by persons “independent of Kaiser,” and, in the case of the Hourly Trust, more than 25% of the Shares issued and outstanding would be held by the Hourly Trust immediately after their acquisition. In addition, even if the Shares constituted qualifying employer securities as provided in section 407(d)(5) of the Act, Kaiser states that the contribution of the Shares would cause each of the Trusts to exceed the 10% assets limitation under section 407(a)(2) of the Act. If granted, the exemption would be effective as of July 6, 2006. Rationale for Exemptive Relief 9. Without an administrative exemption, Kaiser states that it would have contributed the maximum number of Shares allowable under sections 406 and 407 of the Act to the VEBAs, which in turn could retain the Shares for the purpose of providing retiree welfare benefits. Kaiser explains that because of the 10% asset limitation imposed by section 407(a)(2), it is likely that very few Shares would be contributed to the Trusts. In this event, Kaiser represents that it would have been necessary to develop a new agreement or an alternative means of utilizing the Shares for the exclusive benefit of participants and beneficiaries of the Trusts. As a result, Kaiser explains that this would have unwound the Agreements already reached with the Unions, the Hourly Board and the Salaried Committee. Kaiser represents that the chain of events that this would set into effect would have jeopardized Kaiser's ability to reorganize and would have rendered Kaiser unable to make any contributions to fund health benefits for its retirees. Lastly, Kaiser states that the Trustees would have had no choice but to amend the Trusts to provide for a distribution of Shares to the beneficiaries of both Trusts. Kaiser notes that this would be extremely difficult to accomplish in the case of the uncertain number of future retirees whose eligibility for future benefits depends upon the length of credited service with Kaiser at the time they eventually retire or terminate their employment. Furthermore, Kaiser states that if the Shares were distributed in kind, each covered retiree would have received a relatively small number of Shares, which would be fully taxable upon receipt. Kaiser explains that retirees would likely sell at least some of the Shares upon receipt to cover their tax liability. If this occurred, Kaiser indicates that the resultant selling pressure would likely adversely affect the market, so that the sale price for the Shares would be less than their economic value. Finally, Kaiser explains that individual retirees would not be able to manage the Shares and replicate for themselves the benefits provided for under the terms of the VEBAs. 11 11 The Department expresses no opinion on the application of ERISA's prohibited transaction restrictions to the alternate uses of the Shares as described above. Independent Fiduciary for the Hourly VEBA 10.
(a)*Duties and Responsibilities.* Pursuant to the Plan of Reorganization, on October 6, 2005, the Hourly Board entered into the Hourly Independent Fiduciary Agreement with IFS of Washington, DC, to serve as the Hourly VEBA's Independent Fiduciary. (The Department's views on the duties of the Independent Fiduciary are presented in Representation 12). IFS is a wholly owned Delaware corporation with no subsidiaries or affiliates. IFS engages in structuring and monitoring pension and welfare fund investment programs and fiduciary decision-making on behalf of such funds. IFS represents that it is independent from Kaiser, the USW, the Hourly Board and the Hourly Trustee. Prior to its retention by the Hourly Board to serve as the Hourly Independent Fiduciary, IFS states that it had no previous relationship with Kaiser or any of its benefit plans or with any of the other parties who will have fiduciary responsibilities to the Hourly Plan in connection with the transactions described herein. IFS is engaged, and has been in the past engaged, to provide investment consulting services to employee benefit plans covering members of one or more of the Unions. However, IFS states that none of these engagements has or had any relationship to the covered transactions. Under the terms of the Hourly Independent Fiduciary Agreement, IFS' duties with respect to the Stock contribution include or have included:
(a)Conducting a due diligence review of the transactions for which exemptive relief has been requested;
(b)negotiating additional or different terms on behalf of the Hourly VEBA, as appropriate, in connection with Kaiser's application for exemptive relief;
(c)determining whether the Hourly VEBA should participate in the transactions;
(d)furnishing the Department a statement outlining such determinations and the rationale;
(e)effecting the transactions by directing National City Bank, the institutional trustee, to accept and maintain the Shares on behalf of the Hourly VEBA in accordance with the relevant terms of the Plan of Reorganization, issued by the Bankruptcy Court;
(f)arranging for periodic valuations of the Shares that have been contributed to the Hourly VEBA, including the selection and retention of
(i)the valuation firm to perform such services, or
(ii)upon IFS' advice to the Hourly Trustees, a financial advisory firm (which may be the same firm as the valuation firm) to evaluate the merits of a merger, acquisition, or tender offer affecting the value of such Shares;
(g)directing the Hourly Trustee to demand that Kaiser prepare and file with the SEC a “shelf” registration statement covering the resale of the Shares or to permit the Hourly VEBA to sell the Shares without registration pursuant to Rule 144 under the 1933 Securities Act or otherwise; and
(h)managing the Shares that have been contributed to the Hourly VEBA, including the authority to direct the Hourly Trustee as to the voting of the Shares and as to the effecting of any purchase, sale, exchange, or liquidation of the Shares.
(b)*Views about the Transactions.* IFS believes that the transactions were in the best interests of the Hourly VEBA's participants and beneficiaries and protective of their interests because a retiree welfare plan that is funded primarily with company stock is preferable to a plan that is unfunded and preferable to no plan at all. IFS states its determination on whether to acquire the Shares was consistent with its fiduciary obligations since management of the Shares would be in its sole discretion. Since being hired as the Hourly Independent Fiduciary, IFS states that it has been instrumental in several changes in the terms of the Plan and the VEBA Trust that protect the interest of the Hourly Plan's participants. Among these are clarifications to the Registration Rights Agreement regarding the circumstances under which Kaiser would be required to accede to IFS' demand for an underwritten offering, and amendments to the Summary Plan Description and the VEBA Trust Agreement to clarify that the Plan's benefit obligation would be conditioned on available cash and that no fiduciary or other person would be required to liquidate any plan asset to generate cash. In IFS' view, both of these changes would reduce the likelihood that the Shares would be liquidated at an inopportune time in terms of price or market effect. In addition, IFS states that it sought and obtained approval from the Hourly Board to hire professionals that might be needed in the execution of IFS' responsibilities. Finally, IFS anticipates that it would implement a program to liquidate the Hourly Plan's holdings of the Shares over time to generate cash for the payment of benefits under the Hourly Plan and to diversify the Hourly Plan's investment assets.
(c)*Pricing of the Hourly VEBA's Shares.* IFS retained an independent corporate valuator, Empire Valuation Consultants (Empire), to advise IFS in valuing the Shares that were to be contributed. In this regard, Empire analyzed Lazard's estimate and on April 12, 2006, completed a preliminary analysis of Kaiser's financial information in light of the current and projected economic and industry climates, using the discounted cash flow method and the guideline company method, to reach an estimate of the fair market value of Kaiser (and thereby of the Shares that were to be contributed to the Hourly VEBA). This preliminary analysis was updated in a valuation report prepared by Empire on August 18, 2006 12 to reflect the fair market value of the Stock owned by the Hourly VEBA. The Hourly VEBA received its 8,809,000 Shares as of July 7, 2006. Empire placed the fair market value of such Stock at $36.50 per Share as of July 7, 2006. The update also took into account the restrictions on marketability under the Stock Transfer Restriction Agreement and other benefits or detriments placed on the Hourly VEBA's Shares. In the interim, the market-driven sales of pre-emergence Shares described above provided a benchmark for assessing the value of the Shares to which the Hourly VEBA was eventually entitled on July 7, 2006. 12 Kaiser represents that the Stock was not listed on the Effective Date. Kaiser explains that the Stock did not begin to trade until the next day, July 7, 2006. IFS, with its advisers, continued to monitor Kaiser's financial status to determine whether additional steps were needed to value the Shares as of the Effective Date. Thus, on July 7, 2006, the Stock was listed on the NASDAQ exchange at an opening value of $45.00 per share. 13 At such time as IFS concludes that a sufficient market exists for the Shares, it is anticipated that the NASDAQ trading price will constitute a helpful reference point for determining the fair market value of the Shares held by the Hourly VEBA. However, while the Hourly VEBA continues to hold Shares constituting a large proportion of the Stock, IFS may determine to apply a control premium, blockage discount, marketability or liquidity discount (owing to the restrictions in the Stock Transfer Restriction Agreement) or other appropriate adjustments to the NASDAQ trading price of the Shares. 13 On July 7, 2006, the last reported sales price for the Kaiser common stock on the NASDAQ Global Market was $42.20.
(c)*Views on the Stock Transfer Restriction Agreement and the Registration Rights Agreement.* IFS explains that although the Stock Transfer Restriction Agreement and the Registration Rights Agreement circumscribe its discretion, the limitations imposed therein are designed to help assure an orderly market for the Shares and to prevent the loss of Kaiser's NOLs. IFS explains that preserving these tax credits would ease the tax burden on Kaiser thereby enhancing Kaiser's ability to meet its cash obligations, including its obligations to the Hourly Plan, and enhancing the value of Kaiser whose Shares the Hourly Plan would own. Concerning the Stock Transfer Restriction Agreement, IFS explains that, generally, during the ten-year period commencing on the Effective Date, the Hourly VEBA is prohibited from disposing of the Shares unless at the time of disposition, the number of such Shares to be included in the transfer, together with all such Shares included in other transfers that occurred during the 12 months preceding the transfer, is not more than 15% of the total number of Shares received by the Hourly Trust. Notwithstanding this general rule, however, IFS notes that the Hourly VEBA may sell as much as 30% of its Shares in the first year after the Effective Date, as long as it does not sell more than 45% of its Shares during the three-year period beginning on such Effective Date. 14 14 IFS represents that the Hourly VEBA may sell more than 15% in any year if the Kaiser Board consents. IFS acknowledges that the maximum restriction period of ten years, pursuant to the Stock Transfer Restriction Agreement, is a long duration. However, IFS explains that the overall restriction scheme is on par with other previously granted individual exemptions and is less restrictive in some respects, due to the sales permitted. 15 For example, after the first few years, IFS notes that the Hourly VEBA would have had a substantial opportunity to sell the Stock on the open market. If prudent to do so, IFS further explains that the Hourly VEBA may sell 100% of its Stock in just over six years. More significantly, IFS points out that the NOLs will be forfeited if, in any rolling three-year period, a change of ownership occurs with respect to 50% or more of Kaiser's Stock. 15 For instance, IFS cites Navistar International Transportation Corporation (PTE 93-69, 58 FR 51105 (September 30, 1993)) where the Navistar plan could sell no shares at all for five years. Additionally, IFS states that in Wheeling-Pittsburgh Steel Corporation (PTE 2005-04, 70 FR 5703 (February 2, 2005)) the plan could sell no shares for two years, although the company consented to a sale near the end of the restriction period. In both cases, IFS explains that the plans after the first few years had to have essentially the same number of shares that initially had been contributed to their plans. With respect to the Registration Rights Agreement, IFS explains that between July 6, 2006 and March 31, 2007, it may direct the Hourly Trustee to demand that Kaiser effect a registration to permit the sale of a portion of the Shares held by the Hourly VEBA. At any time after March 31, 2007, IFS states it may direct the Hourly VEBA Trustee to demand that Kaiser effect a shelf registration, to permit the sale of shares on a continuous basis. IFS further represents that all expenses associated with effecting a demand or shelf registration, including piggy-back rights, will be borne by Kaiser. 16 16 The Department notes that a shelf registration is a registration of a new issue, which can be prepared up to two years in advance, so that the issue can be offered as soon as funds are needed or market conditions are available. Piggy-back rights are the rights of an investor to register and sell his/her unregistered stock in the event that the company conducts an offering. IFS states that the terms of the Registration Rights Agreement are comparable to the terms found in previously granted exemptions. For example, IFS explains that the Hourly VEBA will not need to wait five years before making a demand registration for an underwritten offering. In addition, IFS states that the Hourly VEBA will not have responsibility for the costs of effecting a demand registration. IFS further represents that the Hourly VEBA may demand a shelf registration (after the first year) that will allow it to market the Stock as rapidly as possible under the Stock Transfer Restriction Agreement. Under these circumstances, Kaiser will be responsible for paying registration expenses, while the Hourly VEBA will be responsible for paying underwriting commissions and other selling fees. Finally, IFS states that the Hourly VEBA may participate on a piggy-back basis if Kaiser proposes to file a registration statement, whether or not for its own account. IFS explains that if the marketability of Kaiser's offering is affected, the number of Hourly VEBA shares that may be included is generally limited. Independent Fiduciary for the Salaried VEBA 11.
(a)*Duties and Responsibilities.* Pursuant to the Plan of Reorganization, on September 6, 2005, the Salaried Board for the Salaried VEBA entered into an agreement (the Salaried Independent Fiduciary Agreement) with FCI of Washington, DC to serve as the Salaried VEBA's Independent Fiduciary. The Salaried Board determined that it was appropriate and desirable to retain the services of FCI to exercise the Salaried Trust's responsibilities and control over all matters concerning the Shares including, without limitation, control over the acquisition, holding, management and disposition of the Shares. FCI, a Delaware corporation, explains that it is a pension consultant and investment adviser registered under the Investment Advisers Act of 1940. FCI primarily acts as an investment manager and independent fiduciary for employee benefit plans covered by the Act. FCI states that it is independent from Kaiser, the USW, the Salaried Board and the Salaried Trustee. FCI is wholly owned by eight of its employees and has no affiliates or subsidiaries. FCI explains that prior to its engagement by the Salaried Board, FCI had no previous relationship with Kaiser or any of its benefit plans or with any of the other parties who will have fiduciary responsibility to the Salaried VEBA in connection with the proposed exemptive relief from the Department. Pursuant to the Salaried Independent Fiduciary Agreement, FCI agreed to:
(a)Represent the Salaried Trust in discussions with the DOL concerning administrative exemptive relief and any administrative requirements imposed by the Department as a condition for exemptive relief;
(b)issue a determination of whether the Stock contribution would be in the best interest of the Salaried VEBA and its current and future participants and beneficiaries;
(c)provide documentation to the Department or satisfaction of such other conditions as may be required in connection with obtaining the requested administrative relief;
(d)manage the Shares on an ongoing basis subject to the terms and conditions of the Salaried Trust Agreement, the Salaried Independent Fiduciary Agreement, and the Department's administrative relief;
(e)determine, in its sole discretion, whether and when to sell the Shares, and in what amounts, and upon such terms and conditions that would be in the best interests of the Salaried Plan and its current and future participants and beneficiaries, but subject to the restrictions contained in the Certificate of Incorporation; 17 and
(f)vote the Shares in person or by proxy in such manner as the Independent Fiduciary deems to be in the best interests of the Salaried Plan and its current and future participants and beneficiaries on all matters brought before the holders of Kaiser common stock for a vote. 17 The Salaried VEBA, like all Kaiser shareholders, will be prohibited from selling directly to a 5% shareholder (or one who would become a 5% shareholder as a result of the sale) unless Kaiser consents to the sale. This restriction, which is contained in the Certificate of Incorporation, is intended to preserve Kaiser's NOLs. FCI states that it would represent the interests of the Salaried VEBA and its participants and beneficiaries for the duration of the administrative relief granted for acquiring and holding of the Stock and would take all necessary actions on behalf of the Plan in accordance with the terms of the Salaried Independent Fiduciary Agreement. FCI anticipates that the Salaried VEBA would implement a program to liquidate its holdings of the Shares over time with the objectives of generating cash for the payment of benefits under the Salaried VEBA and diversifying the Salaried VEBA's investment assets. Because the Shares would be freely tradable, FCI indicates that it would value the Shares at the market price. In the event the Shares are thinly-traded, FCI states that it would retain an independent firm to provide a valuation. Such valuations would then be based on either of three methodologies:
(a)Comparable companies,
(b)comparable transactions, or
(c)discounted cash flow.
(b)*Views about the Transactions.* FCI believes that the transactions would be in the best interests of the Salaried VEBA and protective of the participants and beneficiaries of such VEBA because a retiree welfare plan that is funded primarily with Kaiser Stock is preferable to a plan that is unfunded, and preferable to no plan at all. FCI notes that Kaiser and the Salaried Committee bargained at arm's length over the extent to which Kaiser would continue its pre-bankruptcy retiree welfare programs and the nature of the post-bankruptcy retiree welfare plans. Ultimately, FCI explains that the bargaining parties agreed that the pre-bankruptcy programs would be terminated and replaced with the Hourly VEBA and the Salaried VEBA. With respect to the Salaried VEBA, FCI further explains that Kaiser agreed to make certain cash contributions to the Salaried VEBA and to contribute a substantial number of Shares. In addition, FCI represents that the Plan of Reorganization provides for the hiring of an independent fiduciary for the purpose of determining whether to acquire the Shares, and assuming the independent fiduciary's decision is to acquire the Shares, to manage the Shares. FCI explains that it was hired by the Salaried Board to perform these fiduciary services and that its determination to acquire the Shares would be consistent with section 404 of the Act. FCI further represents that management of the Shares would be in its sole discretion, subject to the terms of the Salaried Trust, the Salaried Plan, the Salaried Independent Fiduciary Agreement, and the Certificate of Incorporation. FCI recognizes that while the Certificate of Incorporation limits its discretion, it explains that in its experience the limitations imposed by the Certificate of Incorporation are typical of the terms of similar transactions between unrelated parties acting at arm's length under similar circumstances to preserve the value of the NOLs of a company emerging from bankruptcy. Moreover, FCI states that preserving the NOLs would materially ease the tax burden on Kaiser following its emergence from bankruptcy, thereby enhancing Kaiser's ability to meet its cash contribution obligations, including its obligations to the Salaried VEBA. FCI explains this would enhance the value of Kaiser whose Shares the Salaried VEBA would then own. Finally, FCI represents that administrative relief from the prohibited transaction provisions of the Act is critical to the operation of the Salaried VEBA. If the relief sought is not granted, the consequences for the Salaried VEBA's participants and beneficiaries would likely be adverse, and would have required Kaiser to distribute the Shares directly to the Salaried Plan participants and beneficiaries, thereby frustrating the benefit objectives of the Salaried VEBA and forcing the participants and beneficiaries to face adverse tax consequences.
(c)*Pricing of the Salaried VEBA's Shares.* FCI represents that the Shares received by the Salaried VEBA were freely tradable when received on July 13, 2006, so no appraisal was necessary. The Salaried VEBA trustees were able to sell a sufficient amount of the Salaried VEBA's Shares during certain pre-emergence sales so the Salaried VEBA received less than 5 percent of the outstanding Stock and was therefore no longer subject to the NOL restrictions by the time the Stock was distributed. The Salaried VEBA received its 999,867 Shares on July 13, 2006. Union Bank of California, the custodian for the Salaried VEBA, booked the Shares at a total value of $44,244,114.75 (or $44.25 per Share) on the NASDAQ. FCI states that it sold 10,000 Shares on the open market that day at an average price of $44.23 per Share. Duties of the Independent Fiduciary 12. The Department notes that the appointment of Independent Fiduciaries to represent the interests of the Hourly and Salaried VEBAs with respect to the covered transactions described in this exemption request is a material factor in its determination to propose exemptive relief. The Department believes that it would be helpful to provide general information regarding its views on the responsibilities of an independent fiduciary in connection with the in kind contribution of property to an employee benefit plan. As noted in the Department's Interpretive Bulletin, 29 CFR 2509.94-3(d) (59 FR 66736, December 28, 1994), apart from consideration of the prohibited transaction provisions, plan fiduciaries must determine that acceptance of an in kind contribution is consistent with the general standards of fiduciary conduct under the Act. It is the view of the Department that acceptance of an in kind contribution is a fiduciary action subject to section 404 of the Act. In this regard, section 404(a)(1)(A) and
(B)of the Act requires that fiduciaries discharge their duties to a plan solely in the interests of the participants and beneficiaries, for the exclusive purpose of providing benefits to participants and beneficiaries and defraying reasonable administrative expenses, and with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. In addition, section 404(a)(1)(C) of the Act requires that fiduciaries diversify plan investments so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so. Accordingly, the fiduciaries of a plan must act “prudently,” “solely in the interest” of the plan's participants and beneficiaries, and with a view to the need to diversify plan assets when deciding whether to accept an in kind contribution. If accepting an in kind contribution is not “prudent,” or not “solely in the interest” of the participants and beneficiaries of the plan, the responsible fiduciaries of the plan would be liable for any losses resulting from such a breach of fiduciary responsibility, even if the contribution in kind does not constitute a prohibited transaction under section 406 of the Act. 13. In summary, Kaiser represents that the transactions have satisfied or will satisfy the statutory criteria for an exemption under section 408(a) of the Act because:
(a)An Independent Fiduciary has represented and will separately represent each VEBA and its participants and beneficiaries for all purposes with respect to the Shares and has determined or will determine that each such transaction is in the interests of the VEBA it represents.
(b)The Independent Fiduciary for the Hourly VEBA has discharged or will discharge its duties consistent with the terms of the Hourly Trust, the Stock Transfer Restriction Agreement, the Certificate of Incorporation, the Registration Rights Agreement, the Hourly Independent Fiduciary Agreement, and successors to these documents.
(c)The Independent Fiduciary for the Salaried VEBA has discharged or will discharge its duties consistent with the terms of the Salaried Trust, the Certificate of Incorporation, the Salaried Independent Fiduciary Agreement, and successors to these documents.
(d)The Independent Fiduciaries have negotiated and approved or will negotiate and approve on behalf of their respective VEBAs any transactions between the VEBA and Kaiser involving the Shares that may be necessary in connection with the transactions (including but not limited to registration of the Shares contributed to the Hourly Trust).
(e)The VEBAs have not incurred or will not incur any fees, costs or other charges (other than those described in the Hourly and Salaried Trusts, the Independent Fiduciary Agreements, the Hourly Settlement Agreement, and the Salaried Settlement Agreement) as a result of any of the transactions described herein.
(f)The terms of the transactions have been and will be no less favorable to the VEBAs than terms negotiated at arm's length under similar circumstances between unrelated third parties.
(g)The Hourly Board and the Salaried Board have maintained and will maintain for a period of six years from the date any Shares are contributed to the VEBAs, the records necessary to enable certain persons, such as the Salaried Board, VEBA participants, Kaiser or any authorized employee or representative of the Department, to see whether the conditions of this exemption have been met. Notice to Interested Persons Notice of the proposed exemption will be provided to all interested persons by first class mail within 8 days of approval by the Department. Such notice will include a copy of the notice of proposed exemption, as well as a supplemental statement or “Summary Notice,” as required pursuant to 29 CFR 2570.43(b)(2), which shall inform interested persons of their right to comment on the proposed exemption and/or to request a hearing. Comments and hearing requests with respect to the notice of proposed exemption are due within 29 days of the date of approval of the notice of pendency by the Department. General Information The attention of interested persons is directed to the following:
(1)The fact that a transaction is the subject of an exemption under section 408(a) of the Act does not relieve a fiduciary or other party in interest or disqualified person from certain other provisions of the Act, including any prohibited transaction provisions to which the exemption does not apply and the general fiduciary responsibility provisions of section 404 of the Act, which require, among other things, a fiduciary to discharge his or her duties respecting the plan solely in the interest of the participants and beneficiaries of the plan and in a prudent fashion in accordance with section 404(a)(1)(B) of the Act;
(2)The proposed exemption, if granted, will not extend to transactions prohibited under section 406(b)(3) of the Act;
(3)Before an exemption can be granted under section 408(a) of the Act, the Department must find that the exemption is administratively feasible, in the interest of the plan and of its participants and beneficiaries and protective of the rights of participants and beneficiaries of the plan; and
(4)The proposed exemption, if granted, will be supplemental to, and not in derogation of, any other provisions of the Act, including statutory or administrative exemptions. Furthermore, the fact that a transaction is subject to an administrative or statutory exemption is not dispositive of whether the transaction is in fact a prohibited transaction. Written Comments and Hearing Requests All interested persons are invited to submit written comments and/or requests for a public hearing on the pending exemption to the address above, within the time frame set forth above, after the approval of this notice of pendency. All comments and hearing requests will be made a part of the record. Comments and hearing requests should state the reasons for the writer's interest in the proposed exemption. Comments and hearing requests received will also be available for public inspection with the referenced application at the address set forth above. Proposed Exemption Based on the facts and representations set forth in the application, the Department is considering granting the requested exemption under the authority of section 408(a) of the Act and in accordance with the procedures set forth in 29 CFR Part 2570, Subpart B (55 FR 32836, August 10, 1990), as follows: Section I. Covered Transactions If the exemption is granted, the restrictions of sections 406(a)(1)(E), 406(a)(2), 406(b)(1), 406(b)(2), and 407(a) of the Act shall not apply, effective July 6, 2006, to:
(1)the acquisition by the VEBA for Retirees of Kaiser Aluminum (the Hourly VEBA) and by the Kaiser Aluminum Salaried Retirees VEBA (the Salaried VEBA; together, the VEBAs) of certain publicly traded common stock issued by Kaiser (the Stock or the Shares), through an in-kind contribution to the VEBAs by Kaiser of such Stock, for the purpose of prefunding VEBA welfare benefits;
(2)the holding by the VEBAs of such Stock acquired pursuant to the contributions; and
(3)the management of the Shares, including their voting and disposition, by an independent fiduciary (the Independent Fiduciary) designated to represent the interests of each VEBA with respect to the transactions. Section II. Conditions This proposed exemption is conditioned upon adherence to the material facts and representations described herein and upon satisfaction of the following conditions:
(a)An Independent Fiduciary has been appointed to separately represent each VEBA and its participants and beneficiaries for all purposes related to the contributions for the duration of each VEBA's holding of the Shares and will have sole responsibility relating to the acquisition, holding, disposition, ongoing management, and voting of the Stock. The Independent Fiduciary has determined or will determine, before taking any actions regarding the Shares, that each such action or transaction is in the interests of the VEBA it represents.
(b)The Independent Fiduciary for the Hourly VEBA has discharged or will discharge its duties consistent with the terms of the Hourly Trust Agreement, the Stock Transfer Restriction Agreement, the Certificate of Incorporation, the Registration Rights Agreement, the Hourly Independent Fiduciary Agreement, and successors to these documents.
(c)The Independent Fiduciary for the Salaried VEBA has discharged or will discharge its duties consistent with the terms of the Trust Agreement between the Salaried Board of Trustees (the Salaried Board) and the Salaried Trustee (the Salaried Trust Agreement), the Certificate of Incorporation, the Salaried Independent Fiduciary Agreement, and successors to these documents.
(d)The Independent Fiduciaries have negotiated and approved or will negotiate and approve on behalf of their respective VEBAs any transactions between the VEBA and Kaiser involving the Shares that may be necessary in connection with the subject transactions (including, but not limited to, registration of the Shares contributed to the Hourly Trust), as well as the ongoing management and voting of such Shares.
(e)The Independent Fiduciary has authorized or will authorize the Trustee of the respective VEBA to accept or dispose of the Shares only after such Independent Fiduciary determines, at the time of each transaction, that such transaction is feasible, in the interest of the Hourly or Salaried VEBA, and protective of the participants and beneficiaries of such VEBAs.
(f)The VEBAs have incurred or will incur no fees, costs or other charges (other than those described in the Hourly and Salaried Trusts, the Independent Fiduciary Agreements, the Hourly Settlement Agreement, and the Salaried Settlement Agreement) as a result of any of the transactions described herein.
(g)The terms of any transactions between the VEBAs and Kaiser have been or will be no less favorable to the VEBAs than terms negotiated at arm's length under similar circumstances between unrelated third parties.
(h)The Board of Trustees of the Hourly VEBA (the Hourly Board) and the Board of Trustees of the Salaried Board have maintained or will maintain for a period of six years from the date any Shares are contributed to the VEBAs, any and all records necessary to enable the persons described in paragraph
(i)below to determine whether conditions of this exemption have been met, except that
(1)a prohibited transaction will not be considered to have occurred if, due to circumstances beyond the control of the Hourly Board and the Salaried Board, the records are lost or destroyed prior to the end of the six-year period, and
(2)no party in interest other than the Hourly Board and the Salaried Board shall be subject to the civil penalty that may be assessed under section 502(i) of the Act if the records are not maintained, or are not available for examination as required by paragraph
(i)below. (i)(1) Except as provided in section
(2)of this paragraph and not withstanding any provisions of subsections (a)(2) and
(b)of section 504 of the Act, the records referred to in paragraph
(h)above have been or shall be unconditionally available at their customary location during normal business hours by:
(A)Any duly authorized employee or representative of the Department;
(B)The United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union (the USW) or any duly authorized representative of the USW, and other unions or their duly authorized representatives, as to the Hourly VEBA only;
(C)The Salaried Board or any duly authorized representative of the Salaried Board, as to the Salaried VEBA only;
(D)Kaiser or any duly authorized representative of Kaiser; and
(E)Any participant or beneficiary of the VEBAs, or any duly authorized representative of such participant or beneficiary, as to the VEBA in which such participant or beneficiary participates.
(2)None of the persons described above in subparagraph (1)(B), (C), or
(E)of this paragraph
(i)has been or shall be authorized to examine the trade secrets of Kaiser, or commercial or financial information that is privileged or confidential. Section III. Definitions For purposes of this proposed exemption, the term—
(a)“Certificate of Incorporation” means the certificate of incorporation of Kaiser as amended and restated as of the Effective Date of Kaiser's Plan of Reorganization.
(b)“Effective Date” means July 6, 2006, which is also the effective date of Kaiser's Plan of Reorganization.
(c)“Hourly Board” means the Board of Trustees of the Hourly VEBA.
(d)“Hourly Independent Fiduciary Agreement” means the agreement between the Hourly Independent Fiduciary and the Hourly Board.
(e)“Hourly Settlement Agreement” means the modified collective bargaining agreements with various unions in the form of an agreement under sections 1113 and 1114 of the United States Bankruptcy Code (the Bankruptcy Code) between the USW and Kaiser.
(f)“Hourly Trust” means the trust established under the Trust Agreement between the Hourly Board and the Hourly Trustee, effective June 1, 2004.
(g)“Hourly VEBA” means “The VEBA For Retirees of Kaiser Aluminum” and its associated voluntary employees' beneficiary association trust.
(h)“Independent Fiduciary” means the Independent Fiduciary for the Hourly VEBA (or the Hourly Independent Fiduciary) and the Independent Fiduciary for the Salaried VEBA (or the Salaried Independent Fiduciary). Such Independent Fiduciary is
(1)independent of and unrelated to Kaiser or its affiliates; and
(2)appointed to act on behalf of the VEBAs with respect to the acquisition, holding, management, and disposition of the Shares. In this regard, the fiduciary will not be deemed to be independent of and unrelated to Kaiser if:
(1)Such fiduciary directly or indirectly controls, is controlled by or is under common control with Kaiser;
(2)such fiduciary directly or indirectly receives any compensation or other consideration in connection with any transaction described in this proposed exemption; except that the Independent Fiduciary may receive compensation for acting as an Independent Fiduciary from Kaiser in connection with the transactions described herein if the amount or payment of such compensation is not contingent upon or in any way affected by the Independent Fiduciary's ultimate decision, and
(3)the annual gross revenue received by the Independent Fiduciary, during any year of its engagement, from Kaiser exceeds one percent (1%) of the Independent Fiduciary's annual gross revenue from all sources (for Federal income tax purposes) for its prior tax year. Finally, the Hourly VEBA's Independent Fiduciary is Independent Fiduciary Services, Inc. (IFS), which has been appointed by the Hourly Board; and the Salaried VEBA's Independent Fiduciary is Fiduciary Counselors Inc. (FCI), which has been appointed by the Salaried Board.
(i)“Independent Fiduciary Agreements” means the Hourly Independent Fiduciary Agreement and the Salaried Independent Fiduciary Agreement.
(j)“Kaiser” means Kaiser Aluminum Corporation and its wholly owned subsidiaries.
(k)“Registration Rights Agreement” refers to the Registration Rights Agreement between Kaiser, National City Bank, and the Pension Benefit Guaranty Corporation, acknowledged by the Hourly Independent Fiduciary with respect to management of the Stock held by the Hourly Trust.
(l)“Salaried Board” means the Board of Trustees of the Kaiser Aluminum Salaried Retirees VEBA.
(m)“Salaried Independent Fiduciary Agreement” means the agreement between the Salaried Independent Fiduciary and the Salaried Board.
(n)“Salaried Settlement Agreement” means the settlement, in the form of an agreement under section 1114 of the Bankruptcy Code, between Kaiser and a committee of five former executives of Kaiser appointed pursuant to section 1114 of the Bankruptcy Code as authorized representatives of current and future salaried retirees.
(o)“Salaried Trust” means the trust established under the Trust Agreement between the Salaried Board and the Salaried Trustee, effective May 31, 2004.
(p)“Salaried VEBA” means the Kaiser Aluminum Salaried Retirees VEBA and its associated voluntary employees' beneficiary association trust.
(q)“Shares” or “Stock” refers to shares of common stock of reorganized Kaiser, par value $.01 per share.
(r)“Stock Transfer Restriction Agreement” means the agreement between Kaiser, National City Bank, and the PBGC, acknowledged by the Hourly Independent Fiduciary with respect to management of the Kaiser's Stock held by the Hourly Trust.
(s)“Trusts” means the Salaried Trust and the Hourly Trust.
(t)“USW” means the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union.
(u)“VEBA” means a voluntary employees’ beneficiary association.
(v)“VEBAs” refers to the Hourly VEBA and Salaried VEBA. The availability of this exemption is subject to the express condition that the material facts and representations contained in the application for exemption are true and complete and accurately describe all material terms of the transactions. In the case of continuing transactions, if any of the material facts or representations described in the applications change, the exemption will cease to apply as of the date of such change. In the event of any such change, an application for a new exemption must be made to the Department. Ivan L. Strasfeld, Director of Exemption Determinations, Employee Benefits Security Administration, U.S. Department of Labor. [FR Doc. E6-17921 Filed 10-25-06; 8:45 am] BILLING CODE 4510-29-P MILLENNIUM CHALLENGE CORPORATION [MCC FR 06-16] Report on Countries That Are Candidates for Millennium Challenge Account Eligibility in Fiscal Year 2007 and Countries That Would Be Candidates but for Legal Prohibitions—Update AGENCY: Millennium Challenge Corporation. ACTION: Notice. SUMMARY: MCC is providing an update to the report originally submitted on August 11, 2006 to reflect a change in the statutory eligibility status of candidate countries. Report on Countries That Are Candidates for Millennium Challenge Account Eligibility for Fiscal Year 2007 and Countries That Would Be Candidates but for Legal Prohibitions—Update MCC is providing an update to the report originally submitted on August 11, 2006 to reflect a change in the statutory eligibility status of candidate countries. This report to Congress is provided in accordance with section 608(a) of the Millennium Challenge Act of 2003, 22 U.S.C. 7701, 7707(a) (“Act”). The Act authorizes the provision of Millennium Challenge Account (“MCA”) assistance to countries that enter into compacts with the United States to support policies and programs that advance the progress of such countries toward achieving lasting economic growth and poverty reduction. The Act requires the Millennium Challenge Corporation (“MCC”) to take a number of steps in determining the countries that will be eligible for MCA assistance for fiscal year
(FY)2007, based on their demonstrated commitment to just and democratic governance, economic freedom and investing in their people and the opportunity to reduce poverty and generate economic growth in the country. These steps include the submission of reports to the congressional committees specified in the Act and the publication of notices in the **Federal Register** that identify: 1. The countries that are “candidate countries” for MCA assistance for FY 2007 based on their per capita income levels and their eligibility to receive assistance under U.S. law and countries that would be candidate countries but for specified legal prohibitions on assistance (section 608(a) of the Act); 2. The criteria and methodology that the MCC Board of Directors (“Board”) will use to measure and evaluate the relative policy performance of the “candidate countries” consistent with the requirements of subsections
(a)and
(b)of section 607 of the Act in order to select “MCA eligible countries” from among the “candidate countries” (section 608(b) of the Act); and 3. The list of countries determined by the Board to be “MCA eligible countries” for FY 2007, with a justification for such eligibility determination and selection for compact negotiation, including which of the MCA eligible countries the Board will seek to enter into MCA Compacts (section 608(d) of the Act). This report is the first of three required reports listed above. Candidate Countries for FY 2007 The Act requires the identification of all countries that are candidates for MCA assistance for FY 2007 and the identification of all countries that would be candidate countries but for specified legal prohibitions on assistance. Sections 606(a) and
(b)of the Act provide that for FY 2007 a country shall be a candidate for the MCA if it: • Meets one of the following two income level tests: ○ Has a per capita income equal to or less than the historical ceiling of the International Development Association eligibility for the fiscal year involved (or $1,675 gross national income
(GNI)per capita for FY 2007) (the “low income category”); or ○ Is classified as a lower middle income country in the then-most recent edition of the World Development Report for Reconstruction and Development published by the International Bank for Reconstruction and Development and has an income greater than the historical ceiling for International Development Association eligibility for the fiscal year involved (or $1,676 to $3,465 GNI per capita for FY 2007) (the “lower middle income category”); and • Is not ineligible to receive U.S. economic assistance under part I of the Foreign Assistance Act of 1961, as amended, (“Foreign Assistance Act”), by reason of the application of the Foreign Assistance Act or any other provision of law. Pursuant to section 606(c) of the Act, the Board has identified the following countries as candidate countries under the Act for FY 2007. In so doing, the Board has anticipated that prohibitions against assistance as applied to countries in the Foreign Operations, Export Financing, and Related Programs Appropriations Act, 2006 (Pub. L. 109-102) (FY 2006 FOAA) will again apply for FY 2007, even though the Foreign Operations, Export Financing and Related Programs Appropriations Act for FY 2007 has not yet been enacted and certain findings under other statutes have not yet been made. As noted below, MCC will provide any required updates on subsequent changes in applicable legislation or other circumstances that affects the status of any country as a candidate country for FY 2007. Candidate Countries: Low Income Category 1. Afghanistan 2. Angola 3. Armenia 4. Azerbaijan 5. Bangladesh 6. Benin 7. Bhutan 8. Bolivia 9. Burkina Faso 10. Burundi 11. Cameroon 12. Central African Republic 13. Chad 14. Comoros 15. Congo, Democratic Republic of the 16. Congo, Republic of the 17. Djibouti 18. East Timor 19. Egypt 20. Eritrea 21. Ethiopia 22. Gambia, The 23. Georgia 24. Ghana 25. Guinea 26. Guinea-Bissau 27. Guyana 28. Haiti 29. Honduras 30. India 31. Indonesia 32. Iraq 33. Kenya 34. Kiribati 35. Kyrgyzstan 36. Laos 37. Lesotho 38. Liberia 39. Madagascar 40. Malawi 41. Mali 42. Mauritania 43. Moldova 44. Mongolia 45. Mozambique 46. Nepal 47. Nicaragua 48. Niger 49. Nigeria 50. Pakistan 51. Papua New Guinea 52. Paraguay 53. Philippines 54. Rwanda 55. Sao Tome and Principe 56. Senegal 57. Sierra Leone 58. Solomon Islands 59. Sri Lanka 60. Tajikistan 61. Tanzania 62. Togo 63. Turkmenistan 64. Uganda 65. Ukraine 66. Vanuatu 67. Vietnam 68. Yemen 69. Zambia Candidate Countries: Lower Middle Income Category 1. Albania 2. Algeria 3. Belarus 4. Brazil 5. Bulgaria 6. Cape Verde 7. Colombia 8. Dominican Republic 9. Ecuador 10. El Salvador 11. Fiji Islands 12. Guatemala 13. Jamaica 14. Jordan 15. Kazakhstan 16. Macedonia 17. Maldives 18. Marshall Islands 19. Micronesia, Federated States of 20. Montenegro 21. Morocco 22. Namibia 23. Peru 24. Samoa 25. Suriname 26. Swaziland 27. Tonga 28. Tunisia 29. Tuvalu Countries That Would Be Candidate Countries but for Legal Prohibitions That Prohibit Assistance Countries that would be considered candidate countries for FY 2007, but are ineligible to receive United States economic assistance under part I of the Foreign Assistance Act by reason of the application of any provision of the Foreign Assistance Act or any other provision of law are listed below. As noted above, this list is based on legal prohibitions against economic assistance that apply for FY 2006 and that are anticipated to apply again for FY 2007. Prohibited Countries: Low Income Category 1. Burma is subject to numerous restrictions, including but not limited to section 570 of the FY 1997 Foreign Operations, Export Financing, and Related Programs Appropriations Act (Pub. L. 104-208) which prohibits assistance to the government of Burma until it makes progress on improving human rights and implementing democratic government, and due to its status as a major drug-transit or major illicit drug producing country for 2005 (Presidential Determination No. 2005-36 (9/15/2005)) and a Tier III country under the Trafficking Victims Protection Act (Presidential Determination No. 2005-37 (9/21/2005)). 2. Cambodia's central government is subject to section 554 of the FY 2006 FOAA. 3. The Cote d'Ivoire is subject to section 508 of the FY 2006 FOAA which prohibits assistance to the government of a country whose duly elected head of government is deposed by decree or military coup. 4. Cuba is subject to numerous restrictions, including but not limited to section 620A of the Foreign Assistance Act which prohibits assistance to governments supporting international terrorism, provisions of the Cuban Liberty and Democratic Solidarity Act of 1996 (Pub. L. 104-114), and section 507 of the FY 2006 FOAA. 5. North Korea is subject to numerous restrictions, including but not limited to section 620A of the Foreign Assistance Act which prohibits assistance to governments supporting international terrorism and section 507 of the FY 2006 FOAA. 6. Somalia is subject to section 620(q) of the Foreign Assistance Act and section 512 of the FY 2006 FOAA, which prohibit assistance to countries in default in payment to the U.S. in certain circumstances. 7. Sudan is subject to numerous restrictions, including but not limited to section 620A of the Foreign Assistance Act which prohibits assistance to governments supporting international terrorism, section 512 of the FY 2006 FOAA and section 620(q) of the Foreign Assistance Act which prohibit assistance to countries in default in payment to the U.S. in certain circumstances, section 508 of the FY 2006 FOAA which prohibits assistance to a country whose duly elected head of government is deposed by military coup or decree, and section 569 of the FY 2006 FOAA. 8. Syria is subject to numerous restrictions, including but not limited to section 620A of the Foreign Assistance Act which prohibits assistance to governments supporting international terrorism, section 507 of the FY 2006 FOAA, and section 512 of the FY 2006 FOAA and section 620(q) of the Foreign Assistance Act which prohibit assistance to countries in default in payment to the U.S. in certain circumstances. 9. Uzbekistan's central government is subject to section 586 of the FY 2006 FOAA, which requires that funds appropriated for assistance to the central government of Uzbekistan may be made available only if the Secretary of State determines and reports to the Congress that the government is making substantial and continuing progress in meeting its commitments under a framework agreement with the United States. 10. Zimbabwe is subject to section 620(q) of the Foreign Assistance Act and section 512 of the FY 2006 FOAA which prohibit assistance to countries in default in payment to the United States in certain circumstances. Prohibited Countries: Lower Middle Income Category 1. Republika Srpska, which is part of the country of Bosnia and Herzegovina, is subject to section 561 of the FY 2006 FOAA, which prohibits assistance to any country, entity, or municipality whose competent authorities have failed, as determined by the Secretary of State, to take necessary and significant steps to implement its international legal obligations with respect to the International Criminal Tribunal for the former Yugoslavia. 2. China, according to the Department of State, is not eligible to receive economic assistance from the United States, absent special authority, because of concerns relative to China's record on human rights. 3. Iran is subject to numerous restrictions, including but not limited to section 620A of the Foreign Assistance Act which prohibits assistance to governments supporting international terrorism and section 507 of the FY 2006 FOAA. 4. Serbia is subject to section 561of the FY 2006 FOAA, which prohibits assistance to any country, entity, or municipality whose competent authorities have failed, as determined by the Secretary of State, to take necessary and significant steps to implement its international legal obligations with respect to the International Criminal Tribunal for the former Yugoslavia. In addition, section 563 of the FY 2006 FOAA restricts certain assistance for the central Government of Serbia if the Secretary does not make a certification regarding, among other things, cooperation with the International Criminal Tribunal for the former Yugoslavia. 5. Thailand is subject to section 508 of the FY 2006 FOAA which prohibits assistance to the government of a country whose duly elected head of government is deposed by decree or military coup. Countries identified above as candidate countries, as well as countries that would be considered candidate countries but for the applicability of legal provisions that prohibit U.S. economic assistance, may be the subject of future statutory restrictions or determinations, or changed country circumstances, that affect their legal eligibility for assistance under part I of the Foreign Assistance Act by reason of application of Foreign Assistance Act or any other provision of law for FY 2007. MCC will include any required updates on such statutory eligibility that affect countries' identification as candidate countries for FY 2007, at such time as it publishes the notices required by sections 608(b) and 608(d) of the Act or at other appropriate times. Any such updates with regard to the legal eligibility or ineligibility of particular countries identified in this report will not affect the date on which the Board is authorized to determine eligible countries from among candidate countries which, in accordance with section 608(a) of the Act, shall be no sooner than 90 days from the date of publication of this report. Dated: October 20, 2006. John C. Mantini, Acting General Counsel, Millennium Challenge Corporation. [FR Doc. E6-17914 Filed 10-25-06; 8:45 am] BILLING CODE 9210-01-P NATIONAL ARCHIVES AND RECORDS ADMINISTRATION National Industrial Security Program Policy Advisory Committee; Meeting AGENCY: National Archives and Records Administration. ACTION: Notice of meeting. SUMMARY: In accordance with the Federal Advisory Committee Act (5 U.S.C. app. 2) and implementing regulation 41 CFR 101.6, the National Archives and Records Administration
(NARA)announces the meeting of the National Industrial Security Program Policy Advisory Committee. DATES: November 2, 2006. *Time:* 10 a.m.-12 noon ADDRESSES: National Archives and Records Administration, 700 Pennsylvania Avenue, NW., Archivist Reception Room, Room 105, Washington, DC 20408. *Purpose:* To discuss National Industrial Security Program policy matters. This meeting will be open to the public. However, due to space limitations and access procedures, the name and telephone number of individuals planning to attend must be submitted to the Information Security Oversight Office
(ISOO)no later than October 27, 2006. ISOO will provide additional instructions for gaining access to the location of the meeting. FOR FURTHER INFORMATION CONTACT: Patrick Viscuso, Senior Program Analyst, Information Security Oversight Office, National Archives Building, 700 Pennsylvania Avenue, Washington, DC 20408, telephone number
(202)387-5313. This notice is published less than 15 calendar days before the meeting because of scheduling difficulties. Dated: October 24, 2006. Mary Ann Hadyka, Committee Management Officer. [FR Doc. E6-18002 Filed 10-25-06; 8:45 am] BILLING CODE 7515-01-P NATIONAL FOUNDATION ON THE ARTS AND HUMANITIES Proposed Collection, Submission for OMB Review AGENCY: Institute of Museum and Library Services. ACTION: Notice. SUMMARY: The Institute of Museum and Library Services announces the following information collection has been submitted to the Office of Management and Budget
(OMB)for review and approval in accordance with the Paperwork Reduction Act of 1995 (Pub. L. 104-13, 44 U.S.C. Chapter 35). This program helps to ensure that requested data can be provided in the desired format, reporting burden (time and financial resources) is minimized, collection instruments are clearly understood, and the impact of collection requirements on respondents can be properly assessed. A copy of the proposed information collection request can be obtained by contacting the individual listed below in the addressee section of this notice. DATES: Written comments must be submitted to the office listed in the contact section below on or before November 27, 2006. OMB is particularly interested in comments that help the agency to: • Evaluate whether the proposed 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 proposed collocation 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 submissions of responses. ADDRESSES: Karen Motylewski, Evaluation Officer, Institute of Museum and Library Services, 1800 M Street, NW., 9th Floor, Washington, DC. Ms. Motylewski can be reached by telephone: 202-653-4686; fax: 202-653-8625; or e-mail: *kmotylewski@imls.gov.* SUPPLEMENTARY INFORMATION: *Background:* The Institute of Museum and Library Services
(IMLS)is an independent Federal grant-making agency authorized by the Museum and Library Services Act, Public Law 104-208. IMLS is charged with promoting the improvement of library and museum services for the benefit of the public. Through grant-making, IMLS seeks to assure that libraries and museums are able to play an active role in cultivating an educated and engaged citizenry. IMLS builds the capacities of libraries and museums by encouraging the highest standards in management, pubic service, and education; leadership in the use of technology; strategic planning for results, and partnerships to create new networks that support lifelong learning and the effective management of assets. According to its strategic plan, IMLS is dedicated to creating and sustaining a nation of learners by helping libraries and museums serve their communities. IMLS believes that libraries and museums are key resources for education in the United States and promote the vision of a learning society in which learning is seen as a community-wide responsibility supported by both formal and informal educational entities. *Current Actions:* The Institute of Museum and Library Services and the Corporation for Public Broadcasting
(CPB)are partnering under a Memorandum of Understanding to make competitive grants and support capacity-building for community partnerships among museum, library and public broadcasting outlets and other community organizations to meet locally identified community needs in an initiative titled Partnership for a Nation of Learners (PNL). IMLS seeks clearance for the partnership to collect and analyze information related to evaluation of the PNL initiative. As part of the PNL evaluation, a survey will be sent to applicants who did not receive grant funding. This survey will give unfunded applicants an opportunity to provide feedback to IMLS and CPB on the application process. The evaluation will also yield information on what applicants learned through the application process, their current partnering activity, and their future interest in learning more about partnering. Information gathered will help IMLS and CPB to identify potential areas for improvement in PNL, determine the level of need/interest for the initiative within the key stakeholder groups, and assess the initiative's contribution to local community results and the IMLS and CPB missions. *Agency:* Institute of Museum and Library Services. *Title:* Partnership for a Nation of Learners
(PNL)Evaluation. *OMB Number:* Agency Number: 3137. *Frequency:* One time. *Affected Public:* Personnel of museums, museum organizations, libraries, library organizations, and public broadcasting outlets. *Number of Respondents:* 148 (80% of 185). *Estimated Time Per Respondent:* 20 minutes. *Total Burden Hours:* 50 hours. *Total Annualized Capital/Startup Costs:* 0. *Total Annual Costs:* 0. FOR FURTHER INFORMATION CONTACT: Comments should be sent to the Office of Information and Regulatory Affairs, Attn.: OMB Desk Officer for Education, Office of Management and Budget, Room 10235, Washington, DC 20503
(202)395-7316. Dated: October 13, 2006. Rebecca Danvers, Director, Office of Research and Technology. [FR Doc. E6-17924 Filed 10-25-06; 8:45 am] BILLING CODE 7036-01-P NATIONAL FOUNDATION ON THE ARTS AND HUMANITIES Proposed Collection, Submission for OMB Review AGENCY: Institute of Museum and Library Services. ACTION: Notice. SUMMARY: The Institute of Museum and Library Services announces the following information collection has been submitted to the Office of Management and Budget
(OMB)for review and approval in accordance with the Paperwork Reduction Act of 1995 (Pub. L. 104-13, 44 U.S.C. Chapter 35). This program helps to ensure that requested data can be provided in the desired format, reporting burden (time and financial resources) is minimized, collection instruments are clearly understood, and the impact of collection requirements on respondents can be properly assessed. A copy of the proposed information collection request can be obtained by contacting the individual listed below in the addressee section of this notice. DATES: Written comments must be submitted to the office listed in the contact section below on or before November 27, 2006. OMB is particularly interested in comments that help the agency to: • Evaluate whether the proposed 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 proposed collocation 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 submissions of responses. ADDRESSES: Karen Motylewski, Evaluation Officer, Institute of Museum and Library Services, 1800 M Street, NW., 9th Floor, Washington, DC. Ms. Motylewski can be reached by telephone: 202-653-4686; fax: 202-653-8625; or e-mail: *kmotylewski@imls.gov.* SUPPLEMENTARY INFORMATION: *Background:* The Institute of Museum and Library Services
(IMLS)is an independent Federal grant-making agency authorized by the Museum and Library Services Act, Public Law 104-208. IMLS is charged with promoting the improvement of library and museum services for the benefit of the public. Through grant-making, IMLS seeks to assure that libraries and museums are able to play an active role in cultivating an educated and engaged citizenry. IMLS builds the capacities of libraries and museums by encouraging the highest standards in management, pubic service, and education; leadership in the use of technology; strategic planning for results, and partnerships to create new networks that support lifelong learning and the effective management of assets. According to its strategic plan, IMLS is dedicated to creating and sustaining a nation of learners by helping libraries and museums serve their communities. IMLS believes that libraries and museums are key resources for education in the United States and promote the vision of a learning society in which learning is seen as a community-wide responsibility supported by both formal and informal educational entities. *Current Actions:* The Institute of Museum and Library Services and the Corporation for Public Broadcasting
(CPB)are partnering under a Memorandum of Understanding to make competitive grants and support capacity-building for community partnerships among museum, library and public broadcasting outlets and other community organizations to meet locally identified community needs in an initiative titled Partnership for a Nation of Learners (PNL). IMLS seeks clearance for the partnership to collect and analyze information related to evaluation of the PNL initiative. An estimated 3,000 persons will have engaged in one or more the PNL programs. An online survey of participants will be conducted after the final event is completed in June 2006. The survey will give these individuals an opportunity to provide feedback on the effectiveness of the PNL professional development program. The evaluation will yield information on what participants learned through the program, their current partnering activity, and their future interest in and need for learning about partnering. Information gathered will help IMLS and CPB to identify potential areas for improvement in PNL professional development activities, determine the level of need/interest for this resource within the key stakeholder groups, and assess the contribution of the professional development resources to meeting local needs and the IMLS and CPB missions. *Agency:* Institute of Museum and Library Services. *Title:* Partnership for a Nation of Learners
(PNL)Evaluation. *OMB Number:* Agency Number: 3137. *Frequency:* One time *Affected Public:* Personnel of museums, museum organizations, libraries, library organizations, and public broadcasting outlets. *Number of Respondents:* 2400 (80% of 3,000). *Estimated Time per Respondent:* 10 minutes. *Total Burden Hours:* 400. *Total Annualized Capital/Startup Costs:* 0. *Total Annual Costs:* 0. FOR FURTHER INFORMATION CONTACT: Comments should be sent to the Office of Information and Regulatory Affairs, Attn.: OMB Desk Officer for Education, Office of Management and Budget, Room 10235, Washington, DC 20503
(202)395-7316. Dated: October 13, 2006. Rebecca Danvers, Director, Office of Research and Technology. [FR Doc. E6-17926 Filed 10-25-06; 8:45 am] BILLING CODE 7036-01-P NUCLEAR REGULATORY COMMISSION [Docket No. 50-255] Nuclear Management Company, LLC; Palisades Plant Exemption 1.0 Background Nuclear Management Company, LLC (NMC), is the holder of Facility Operating License No. DPR-20, which authorizes operation of the Palisades Nuclear Plant (Palisades). The license provides, among other things, that the facility is subject to all rules, regulations, and orders of the Nuclear Regulatory Commission (NRC, the Commission) now or hereafter in effect. The facility consists of a pressurized-water reactor located in VanBuren County, Michigan. 2.0 Request/Action Title 10 of the *Code of Federal Regulations* (10 CFR), part 50.46, “Acceptance criteria for emergency core cooling systems for light-water nuclear power reactors,” requires that the calculated emergency core cooling system
(ECCS)performance for reactors with zircaloy or ZIRLO fuel cladding meet certain criteria. Appendix K to 10 CFR part 50, “ECCS Evaluation Models,” presumes the use of zircaloy or ZIRLO fuel cladding when doing calculations for energy release, cladding oxidation, and hydrogen generation after a postulated loss-of-coolant accident. Framatome ANP developed M5 advanced fuel rod cladding and fuel assembly structural material for high-burnup fuel applications. M5 is an alloy comprised primarily of zirconium (~99 percent) and niobium (~1 percent). The NRC staff approved the use of M5 material in topical report BAW-10227P-A, Revision 1, “Evaluation of Advanced Cladding and Structural Material
(M5)in PWR Reactor Fuel,” dated June 18, 2003. The M5 cladding is a proprietary, zirconium-based alloy that is chemically different from zircaloy or ZIRLO cladding materials, which are approved for use in the previously-mentioned NRC regulations. Therefore, a plant-specific exemption from these regulations is necessary to allow the use of M5 cladding. Accordingly, NMC's application of October 4, 2005, as supplemented June 14, 2006, requested an exemption from the requirements of 10 CFR 50.46 and Appendix K to 10 CFR part 50 to allow the use of M5 fuel cladding at Palisades. 3.0 Discussion Pursuant to 10 CFR 50.12, the Commission may, upon application by any interested person or upon its own initiative, grant exemptions from the requirements of 10 CFR part 50.46 and Appendix K to 10 CFR part 50 when
(1)the exemptions are authorized by law, will not present an undue risk to public health or safety, and are consistent with the common defense and security; and
(2)when special circumstances are present. Authorized by Law This exemption would allow the use of M5 advanced alloy, in lieu of zircaloy or ZIRLO, for fuel rod cladding in fuel assemblies at Palisades. As stated above, 10 CFR 50.12 allows the NRC to grant exemptions from the requirements of 10 CFR part 50.46 and Appendix K to 10 CFR part 50. Therefore, the exemption is authorized by law. No Undue Risk to Public Health and Safety The staff has previously reviewed exemption requests for use of the M5 advanced alloy material for other pressurized-water reactors. Exemptions from 10 CFR 50.46 and 10 CFR part 50, Appendix K, have been issued at Crystal River Unit 3 Nuclear Generating Plant and Arkansas Nuclear One, Unit 1. In the approved topical report BAW-10227P-A, Revision 1, “Evaluation of Advanced Cladding and Structural Material
(M5)in PWR Reactor Fuel,” dated June 18, 2003, Framatome ANP demonstrated that the effectiveness of the ECCS will not be affected by a change from zircaloy fuel rod cladding to M5 fuel rod cladding. The analysis described in the topical report also demonstrated that the ECCS acceptance criteria applied to reactors fueled with zircaloy clad fuel are also applicable to reactors fueled with M5 fuel rod cladding. Appendix K, paragraph I.A.5, of 10 CFR part 50 ensures that cladding oxidation and hydrogen generation are appropriately limited during a loss-of-coolant accident (LOCA), and conservatively accounted for in the ECCS evaluation model. Appendix K requires that the Baker-Just equation be used in the ECCS evaluation model to determine the rate of energy release, cladding oxidation, and hydrogen generation. In the approved topical report BAW-10227P-A, Revision 1, Framatome ANP demonstrated that the Baker-Just model is conservative in all post-LOCA scenarios with respect to the use of the M5 advanced alloy as a fuel rod cladding material, and that the amount of hydrogen generated in an M5-clad core during a LOCA will remain within the Palisades design basis. The NRC staff has reviewed the advanced cladding and structural material, M5, for pressurized-water reactor fuel mechanical designs as described in BAW-10227P-A, Revision 1. In its safety evaluation for this topical report, the NRC staff concluded that, to the extent and limitations specified in the staff's evaluation, the M5 properties and mechanical design methodology are acceptable for referencing in fuel reload licensing applications. Based on the above, no new accident precursors are created by the use of M5 fuel cladding at Palisades; thus, the probability of postulated accidents is not increased. Also, based on the above, the consequences of postulated accidents are not increased. Therefore, there is no undue risk to public health and safety. Consistent With Common Defense and Security The proposed exemption would allow the use of M5 advanced alloy for fuel rod cladding in fuel assemblies at Palisades. This change to the plant has no relation to security issues. Therefore, the common defense and security is not impacted by this exemption. Special Circumstances Special circumstances, in accordance with 10 CFR 50.12, are present whenever application of the regulation in the particular circumstances would not serve the underlying purpose of the rule, or is not necessary to achieve the underlying purpose of the rule. The underlying purpose of 10 CFR, part 50.46, is to ensure that facilities have adequate acceptance criteria for ECCS. As discussed above, topical report BAW-10227P-A, Revision 1, demonstrated that the effectiveness of the ECCS will not be affected by a change from zircaloy fuel rod cladding to M5 fuel rod cladding. It also demonstrated that the ECCS acceptance criteria applied to reactors fueled with zircaloy clad fuel are applicable to reactors fueled with M5 fuel rod cladding. The underlying purpose of 10 CFR, part 50, Appendix K, paragraph I.A.5, is to ensure that cladding oxidation and hydrogen generation are appropriately limited during a LOCA and conservatively accounted for in the ECCS evaluation model. As mentioned above, topical report BAW-10227P-A, Revision 1, demonstrated that the Baker-Just model is conservative in all post-LOCA scenarios with respect to the use of the M5 advanced alloy as a fuel rod cladding material, and the staff concludes that the amount of hydrogen generated in an M5-clad core during a LOCA would remain within the Palisades design basis. As previously mentioned, the NRC staff's review of the M5 material for pressurized-water reactor fuel mechanical designs concluded that, to the extent and limitations specified in the staff's evaluation, the M5 properties and mechanical design methodology are acceptable for referencing in fuel reload licensing applications. Therefore, since the underlying purposes of 10 CFR 50.46 and 10 CFR part 50, Appendix K, are achieved, the special circumstances required by these regulations for the granting of an exemption from 10 CFR 50.46 and 10 CFR part 50 exist. 4.0 Conclusion Accordingly, the Commission has determined that, pursuant to 10 CFR 50.12, the exemption is authorized by law, will not present an undue risk to the public health and safety, and is consistent with the common defense and security. Also, special circumstances are present. Therefore, the Commission hereby grants NMC an exemption from the requirements of 10 CFR 50.46 and 10 CFR part 50, Appendix K, for Palisades. Pursuant to 10 CFR 51.32, the Commission has determined that the granting of this exemption will not have a significant effect on the quality of the human environment (71 FR 58442). This exemption is effective upon issuance. Dated at Rockville, Maryland, this 16th day of October 2006. For the Nuclear Regulatory Commission. Catherine Haney, Director, Division of Operating Reactor Licensing, Office of Nuclear Reactor Regulation. [FR Doc. E6-17937 Filed 10-25-06; 8:45 am] BILLING CODE 7590-01-P SECURITIES AND EXCHANGE COMMISSION Submission for OMB Review; Comment Request *Upon Written Request, Copies Available From:* Securities and Exchange Commission, Office of Filings and Information Services, Washington, DC 20549. *Extension:* Rule 38a-1; SEC File No. 270-522; OMB Control No. 3235-0586. Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 *et seq.* ) the Securities and Exchange Commission (“Commission”) has submitted to the Office of Management and Budget (“OMB”) a request for extension of the previously approved collection of information discussed below. Rule 38a-1 (17 CFR 270.38a-1) under the Investment Company Act of 1940 (15 U.S.C. 80a) (“Investment Company Act”) is intended to protect investors by fostering better fund compliance with securities laws. The rule requires every registered investment company and business development company (“fund”) to:
(i)Adopt and implement written policies and procedures reasonably designed to prevent violations of the federal securities laws,
(ii)obtain the fund board of director's approval of those policies and procedures,
(iii)annually review the adequacy of those policies and procedures and the policies and procedures of each investment adviser, principal underwriter, administrator, and transfer agent of the fund and the effectiveness of their implementation,
(iv)designate a chief compliance officer to administer the fund's policies and procedures and prepare an annual report to the board that addresses certain specified items relating to the policies and procedures, and
(v)maintain for five years the compliance policies and procedures and the chief compliance officer's annual report to the board. The rule contains certain information collection requirements that are designed to ensure that funds establish and maintain comprehensive, written internal compliance programs. The information collections also assist the Commission's examination staff in assessing the adequacy of funds' compliance programs. While Rule 38a-1 requires each fund to maintain written policies and procedures, most funds are located within a fund complex. The experience of the Commission's examination and oversight staff suggests that each fund in a complex is able to draw extensively from the fund complex's “master” compliance program to assemble appropriate compliance policies and procedures. Many fund complexes already have written policies and procedures documenting their compliance programs. Further, a fund needing to develop or revise policies and procedures on one or more topics in order to achieve a comprehensive compliance program can draw on a number or outlines and model programs available from a variety of industry representatives, commentators, and organizations. There are approximately 4966 funds subject to Rule 38a-1. Among these funds, 149 were newly registered in the past year. These 149 funds, therefore, were required to adopt and document the policies and procedures that make up their compliance program. Commission staff estimates that the average annual hour burden for a fund to adopt and document these policies and procedures is 69 hours. Thus, we estimate that the aggregate annual burden hours associated with the adoption and documentation requirement is 10,281 hours. The remaining 4817 funds would have adopted Rule 38a-1 compliance policies and procedures in previous years, and are required to conduct an annual review of the adequacy of their existing policies and procedures and the policies and procedures of each investment adviser, principal underwriter, administrator, and transfer agent of the fund, and the effectiveness of their implementation. In addition, each fund chief compliance officer is required to prepare an annual report that addresses the operation of the policies and procedures of the fund and the policies and procedures of each investment adviser, principal underwriter, administrator, and transfer agent of the fund, any material changes made to those policies and procedures since the date of the last report, any material changes to the policies and procedures recommended as a result of the annual review, and certain compliance matters that occurred since the date of the last report. The staff estimates that each fund spends 60 hours per year, on average, conducting the annual review and preparing the annual report to the board of directors. Thus, we estimate that the annual aggregate burden hours associated with the annual review and annual report requirement is 289,020 hours. Finally, the staff estimates that each fund spends 8 hours annually, on average, maintaining the records required by proposed Rule 38a-1. Thus, the annual aggregate burden hours associated with the recordkeeping requirement is 39,728 hours. In total, the staff estimates that the aggregate annual information collection burden of Rule 38a-1 is 339,029 hours. The estimate of burden hours is made solely for the purposes of the Paperwork Reduction Act. The estimate is not derived from a comprehensive or even a representative survey or study of the costs of Commission rules. Complying with this collection of information requirement is mandatory. Responses will not be kept confidential. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number. General comments regarding the above information should be directed to the following persons:
(i)Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Office of Management and Budget, Room 10102, New Executive Office Building, Washington, DC 20503 or by email to: *David_Rostker@omb.eop.gov* ; and
(ii)R. Corey Booth, Director/Chief Information Officer, Securities and Exchange Commission, C/O Shirley Martinson, 6432 General Green Way, Alexandria, Virginia 22312, or by email to: *PRA_Mailbox@sec.gov* . Comments must be submitted to OMB within 30 days of this notice. Dated: October 19, 2006. Nancy M. Morris, Secretary. [FR Doc. E6-17927 Filed 10-25-06; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION Proposed Collection; Comment Request *Upon Written Request, Copies Available From:* Securities and Exchange Commission, Office of Filings and Information Services, Washington, DC 20549. *Extension:* Rule 15c2-12; SEC File No. 270-330; OMB Control No. 3235-0372. Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 *et seq.* ), the Securities and Exchange Commission (“Commission”) is soliciting comments on the collection of information summarized below. The Commission plans to submit this existing collection of information to the Office of Management and Budget for extension and approval. Rule 15c2-12 Disclosure Requirements for Municipal Securities Rule 15c2-12 (17 CFR 240.15c2-12) under the Securities Exchange Act of 1934 (15 U.S.C. 78 et. seq.) requires underwriters of municipal securities:
(1)To obtain and review a copy of an official statement deemed final by an issuer of the securities, except for the omission of specified information;
(2)in non-competitively bid offerings, to make available, upon request, the most recent preliminary official statement, if any;
(3)to contract with the issuer of the securities, or its agent, to receive, within specified time periods, sufficient copies of the issuer's final official statement to comply both with this rule and any rules of the MSRB;
(4)to provide, for a specified period of time, copies of the final official statement to any potential customer upon request;
(5)before purchasing or selling municipal securities in connection with an offering, to reasonably determine that the issuer or other specified person has undertaken, in a written agreement or contract, for the benefit of holders of such municipal securities, to provide certain information about the issue or issuer on a continuing basis to a nationally recognized municipal securities information repository; and
(6)to review the information the issuer of the municipal security has undertaken to provide prior to recommending a transaction in the municipal security. These disclosure and recordkeeping requirements will ensure that investors have adequate access to official disclosure documents that contain details about the value and risks of particular municipal securities at the time of issuance while the existence of compulsory repositories will ensure that investors have continued access to terms and provisions relating to certain static features of those municipal securities. The provisions of Rule 15c2-12 regarding an issuer's continuing disclosure requirements assist investors by ensuring that information about an issue or issuer remains available after the issuance. Municipal offerings of less than $1 million are exempt from the rule, as are offerings of municipal securities issued in large denominations that are sold to no more than 35 sophisticated investors, have short-term maturities, or have short-term tender or put features. It is estimated that approximately 12,000 brokers, dealers, municipal securities dealers, issuers of municipal securities, and nationally recognized municipal securities information repositories will spend a total of 123,850 hours per year complying with Rule 15c2-12. Written comments are invited on:
(a)Whether the proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information shall have practical utility;
(b)the accuracy of the agency's estimates of the burden of the proposed collection of information;
(c)ways to enhance the quality, utility, and clarity of the information to be collected; and
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication. The recordkeeping requirement is mandatory to ensure that investors have access to information about the issuer and particular issues of municipal securities. This rule does not involve the collection of confidential information. Please note that an agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number. Please direct your written comments to
(i)Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Office of Management and Budget, Room 10102, New Executive Office Building, Washington, DC 20503 or by sending an e-mail to: *David Rostker@omb.oep.gov;* and
(ii)R. Corey Booth, Director/Chief Information Officer, Securities and Exchange Commission, c/o Shirley Martinson, 6432 General Green Way, Alexandria, Virginia 22312 or send an e-mail to *PRA_Mailbox@sec.gov.* Comments must be submitted to OMB within 60 days of this notice. October 16, 2006. Nancy M. Morris, Secretary. [FR Doc. E6-17929 Filed 10-25-06; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-54633] Notice of Intention To Cancel Registrations of Certain Transfer Agents October 20, 2006. Notice is hereby given that the Securities and Exchange Commission (“Commission”) intends to issue an order, pursuant to Section 17A(c)(4)(B) of the Securities Exchange Act of 1934 (“Act”), 1 cancelling the registrations of the transfer agents whose names appear in the attached Appendix. 1 15 U.S.C. 78q-1(c)(4)(B). *For Further Information Contact:* Jerry W. Carpenter, Assistant Director, or Catherine Moore, Special Counsel, at
(202)551-5710, Division of Market Regulation, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-6628. Background Section 17A(c)(4)(B) of the Act provides that if the Commission finds that any transfer agent registered with the Commission is no longer in existence or has ceased to do business as a transfer agent, the Commission shall by order cancel that transfer agent's registration. Accordingly, at any time after November 27, 2006, the Commission intends to issue an order cancelling the registrations of the transfer agents listed in the Appendix. The Commission has made efforts to locate and to determine the status of each of the transfer agents listed in the Appendix. In some cases, the Commission was unable to locate the transfer agent, and in other cases, the Commission learned that the transfer agent had ceased doing business as a transfer agent. Therefore, based on the facts it has, the Commission believes that the transfer agents listed in the Appendix are no longer in existence or have ceased doing business as transfer agents. Any transfer agent listed in the Appendix that believes its registration should not be cancelled must notify the Commission in writing prior to November 27, 2006. Written notifications may be mailed to: Catherine Moore, Division of Market Regulation, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20459-6628. Written notifications may also be e-mailed to: *marketreg@sec.gov* to the attention of Catherine Moore, with the phrase “Notice of Intention to Cancel Transfer Agent Registration” in the subject line. 2 17 CFR 200.30-3(a)(22). For the Commission by the Division of Market Regulation, pursuant to delegated authority. 2 Nancy M. Morris, Secretary. Appendix Registration No. Name 84-0019 LG & E Energy Corp. 84-0548 American Bancservices Inc. 84-0711 Niagara Mohawk Power Corp. 84-0904 Pfizer Inc. 84-1257 BNY Clearing Services LLC. 84-1663 Merrill Lynch Investment Partners Inc. 84-1735 Alpha Tech Stock Transfer Trust. 84-1737 Declaration Service Company. 84-1828 Consumers Financial Corp. 84-1923 WOC Stock Transfer Company, Inc. 84-5494 Metropolitan Mortgage and Securities Co., Inc. 84-5550 Cinergy Service, Inc. 84-5606 Sunstates Corporation. 84-5647 Penn Street Advisors, Inc. 84-5694 Khan Funds. 84-5720 Bulto Transfer Agency, Limited Liability Company. 84-5727 Impact Administrative Service, Inc. 84-5754 Alpine Fiduciary Services, Inc. 84-5755 River Oaks Partnership Services, Inc. 84-5756 IDM Corporation. 84-5773 RVM Industries, Inc. 84-5812 Stock Transfer of America, Inc. 84-5816 Wasatch Stock Transfer, Inc. 84-5820 Gerdine & Associates. 84-5826 Lewis, Corey L. 84-5847 Financial Strategies, LLC. 84-5872 D-Lanz Development Group, Inc. 84-5873 CBIZ Retirement Services, Inc. 84-5885 Sovereign Depository Corporation. 84-5897 Newport Stock Transfer Agency, Inc. 84-5899 U.S. Corporate Support Services, Inc. 84-5912 Femis Kerger & Company Transfer Agent & Registrar. 84-6019 Touch America. 84-6032 Merge Media, Inc. 84-6034 Chapman Capital Management, Inc. 84-6039 First Financial Escrow & Transfer, Inc. 84-6045 Pharmacy Buying Association, Inc. 84-6059 Street Transfer & Registrar Agency. 84-6077 Brown Brothers Harriman & Co. 84-6092 Brookhill Stock Transfer Business Trust. 84-6097 Certified Water Systems, Inc. 84-6101 Lauries Happy Thoughts, Inc. 84-6126 Fidelity Custodian Services, Inc. 84-6131 Carolyn Plant. 84-6157 Encompass Corporate Services. [FR Doc. E6-17928 Filed 10-25-06; 8:45 am] BILLING CODE 8011-01-P SECURITIES AND EXCHANGE COMMISSION [File No. 500-1] In the Matter of Conversion Solutions Holdings Corp.; Order of Suspension of Trading October 24, 2006. It appears to the Securities and Exchange Commission that there is a lack of current and accurate information concerning the securities of Conversion Solutions Holding Corp. (“Conversion”), a Delaware Corporation located in Kennesaw, Georgia, which trades in the over-the-counter market under the symbol “CSHD”. Questions have arisen regarding the accuracy and completeness of information contained in Conversion's press releases and public filings with the Commission concerning, among other things,
(1)The company's purported ownership and control of two bond issuances, in the face amount of €5 billion and $500 million, issued by the Republic of Venezuela, and
(2)the company's purported contractual relationship with Deutsche Bank. The Commission is of the opinion that the public interest and the protection of investors require a suspension of trading in the securities of the above-listed company. *Therefore, it is ordered* , pursuant to section 12(k) of the Securities Exchange Act of 1934, that trading in the above-listed company is suspended for the period from 9:30 a.m. EDT, October 24, 2006, through 11:59 p.m. EST, on November 6, 2006. By the Commission. Jill M. Peterson, Assistant Secretary. [FR Doc. 06-8939 Filed 10-24-06; 11:15 am]
Connectionstraces to 9
12 references not yet in our index
  • 5 CFR 1320.10
  • 29 CFR 2570
  • Pub. L. 109-102
  • Pub. L. 104-208
  • Pub. L. 104-114
  • 41 CFR 101.6
  • Pub. L. 104-13
  • 10 CFR 50
  • 17 CFR 270.38
  • 15 USC 80a
  • 17 CFR 240.15
  • 15 USC 78
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cites case law
Notices
Announcement of meeting
C.F.R.§ 2509.94-3
C.F.R.§ 2570.43
U.S.C.§ 7701
C.F.R.§ 50.46
C.F.R.§ 50.12
C.F.R.§ 51.32
U.S.C.§ 3501
U.S.C.§ 78q–1
C.F.R.§ 200.30-3
Cite5 CFR 1320.10
Cite29 CFR 2570
Pub. L.Pub. L. 109-102
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