Federal Register / Vol. 78, No. 61 / Friday, March 29, 2013 / Notices 19315 

other forms of information technology, 

e.g., permitting electronic submission of 

responses. 

Agency: DOL–ETA. 

Title of Collection: Transmittal of 

Unemployment Insurance Materials. 

OMB Control Number: 1205–0222. 

Affected Public: State, Local, and 

Tribal Governments. 

Total Estimated Number of 

Respondents: 53. 

Total Estimated Number of 

Responses: 301. 

Total Estimated Annual Burden 

Hours: 75. 

Total Estimated Annual Other Costs 

Burden: $0. 

Dated: March 25, 2013. 

Michel Smyth, 

Departmental Clearance Officer. 

[FR Doc. 2013–07365 Filed 3–28–13; 8:45 am] 

BILLING CODE 4510–FW–P 

DEPARTMENT OF LABOR 

Office of the Secretary 

Agency Information Collection 

Activities; Submission for OMB 

Review; Comment Request: Multiple 

Worksite Report and the Report of 

Federal Employment and Wages 

ACTION: Notice. 

SUMMARY: The Department of Labor 

(DOL) is submitting the Bureau of Labor 

Statistics (BLS) sponsored information 

collection request (ICR) titled, ‘‘Multiple 

Worksite Report and the Report of 

Federal Employment and Wages,’’ to the 

Office of Management and Budget 

(OMB) for review and approval for 

continued use in accordance with the 

Paperwork Reduction Act (PRA) of 1995 

(44 U.S.C. 3501 et seq.). 

DATES: Submit comments on or before 

April 29, 2013. 

ADDRESSES: A copy of this ICR with 

applicable supporting documentation; 

including a description of the likely 

respondents, proposed frequency of 

response, and estimated total burden 

may be obtained from the RegInfo.gov 

Web site, http://www.reginfo.gov/ 

public/do/PRAMain, on the day 

following publication of this notice or 

by contacting Michel Smyth by 

telephone at 202–693–4129 (this is not 

a toll-free number) or sending an email 

to DOL_PRA_PUBLIC@dol.gov. 

Submit comments about this request 

to the Office of Information and 

Regulatory Affairs, Attn: OMB Desk 

Officer for DOL–BLS, Office of 

Management and Budget, Room 10235, 

725 17th Street, NW., Washington, DC 

20503, Fax: 202–395–6881 (this is not a 

toll-free number), email: 

OIRA_submission@omb.eop.gov. 

FOR FURTHER INFORMATION CONTACT: 

Contact Michel Smyth by telephone at 

202–693–4129 (this is not a toll-free 

number) or by email at 

DOL_PRA_PUBLIC@dol.gov. 

Authority: 44 U.S.C. 3507(a)(1)(D). 

SUPPLEMENTARY INFORMATION: States use 

the Multiple Worksite Report to collect 

employment and wages data from nonFederal businesses engaged in multiple 

operations within a State and subject to 

State Unemployment Insurance laws. 

The Report of Federal Employment and 

Wages is designed for Federal 

establishments covered under the 

Unemployment Compensation for 

Federal Employees program. These data 

are used for sampling, benchmarking, 

and economic analysis. 

This information collection is subject 

to the PRA. A Federal agency generally 

cannot conduct or sponsor a collection 

of information, and the public is 

generally not required to respond to an 

information collection, unless it is 

approved by the OMB under the PRA 

and displays a currently valid OMB 

Control Number. In addition, 

notwithstanding any other provisions of 

law, no person shall generally be subject 

to penalty for failing to comply with a 

collection of information that does not 

display a valid Control Number. See 5 

CFR 1320.5(a) and 1320.6. The DOL 

obtains OMB approval for this 

information collection under Control 

Number 1220–0134. The current 

approval is scheduled to expire on May 

31, 2013; however, it should be noted 

that existing information collection 

requirements submitted to the OMB 

receive a month-to-month extension 

while they undergo review. For 

additional information, see the related 

notice published in the Federal Register 

on December 19, 2012 (77 FR 75198). 

Interested parties are encouraged to 

send comments to the OMB, Office of 

Information and Regulatory Affairs at 

the address shown in the ADDRESSES

section within 30 days of publication of 

this notice in the Federal Register. In 

order to help ensure appropriate 

consideration, comments should 

mention OMB Control Number 1220– 

0198. The OMB is particularly 

interested in comments that: 

• 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. 

Agency: DOL–BLS. 

Title of Collection: Multiple Worksite 

Report and the Report of Federal 

Employment and Wages. 

OMB Control Number: 1220–0134. 

Affected Public: Federal Government 

and Private Sector—businesses and 

other for profits and not-for-profit 

institutions. 

Total Estimated Number of 

Respondents: 136,058. 

Total Estimated Number of 

Responses: 544,232. 

Total Estimated Annual Burden 

Hours: 201,365. 

Total Estimated Annual Other Costs 

Burden: $0. 

Dated: March 25, 2013. 

Michel Smyth, 

Departmental Clearance Officer. 

[FR Doc. 2013–07368 Filed 3–28–13; 8:45 am] 

BILLING CODE 4510–24–P 

DEPARTMENT OF LABOR 

Employee Benefits Security 

Administration 

Exemptions from Certain Prohibited 

Transaction Restrictions 

AGENCY: Employee Benefits Security 

Administration, Labor. 

ACTION: Grant of Individual Exemptions. 

SUMMARY: This document contains 

exemptions issued by the Department of 

Labor (the Department) from certain of 

the prohibited transaction restrictions of 

the Employee Retirement Income 

Security Act of 1974 (ERISA or the Act) 

and/or the Internal Revenue Code of 

1986 (the Code). This notice includes 

the following: 2013–01, UBS Financial 

Services Inc., D–11610; 2013–02, Atlas 

Energy, Inc. Employee Stock Ownership 

Plan, D–11664; 2013–03, Central Pacific 

Bank 401(k) Retirement and Savings 

Plan, D–11666; 2013–04, Silchester 

International Investors LLP, D–11671; 

2013–05, EquiLend Holdings LLC, D– 

11724; and, 2013–06, Coca-Cola 

Company and Red Re, Inc., L–11738. 

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19316 Federal Register / Vol. 78, No. 61 / Friday, March 29, 2013 / Notices 

1The Department has considered exemption 

applications received prior to December 27, 2011 

under the exemption procedures set forth in 29 CFR 

Part 2570, Subpart B (55 FR 32836, 32847, August 

10, 1990). 2 71 FR 20262 (April 19, 2006). 

3 67 FR 70623 (Nov. 25, 2002), as amended, 71 

FR 20135 (April 19, 2006). 

SUPPLEMENTARY INFORMATION: A notice 

was published in the Federal Register of 

the pendency before the Department of 

a proposal to grant such exemption. The 

notice set forth a summary of facts and 

representations contained in the 

application for exemption and referred 

interested persons to the application for 

a complete statement of the facts and 

representations. The application has 

been available for public inspection at 

the Department in Washington, DC. The 

notice also invited interested persons to 

submit comments on the requested 

exemption to the Department. In 

addition, the notice stated that any 

interested person might submit a 

written request that a public hearing be 

held (where appropriate). The applicant 

has represented that it has complied 

with the requirements of the notification 

to interested persons. No requests for a 

hearing were received by the 

Department. Public comments were 

received by the Department, as 

described in the granted exemption. 

The notice of proposed exemption 

was issued and the exemption is being 

granted solely by the Department 

because, effective December 31, 1978, 

section 102 of Reorganization Plan No. 

4 of 1978, 5 U.S.C. App. 1 (1996), 

transferred the authority of the Secretary 

of the Treasury to issue exemptions of 

the type proposed to the Secretary of 

Labor. 

Statutory Findings 

In accordance with section 408(a) of 

the Act and/or section 4975(c)(2) of the 

Code and the procedures set forth in 29 

CFR Part 2570, Subpart B (76 FR 66637, 

66644, October 27, 2011) 1 and based 

upon the entire record, the Department 

makes the following findings: 

(a) The exemption is administratively 

feasible; 

(b) The exemption is in the interests 

of the plan and its participants and 

beneficiaries; and 

(c) The exemption is protective of the 

rights of the participants and 

beneficiaries of the plan. 

UBS Financial Services Inc. Located in 

Weehawken, New Jersey 

[Prohibited Transaction Exemption 2013–01; 

Exemption Application No. D–11610] 

Exemption 

Section I: Covered Transactions 

The sanctions resulting from the 

application of Code section 4975, by 

reason of Code section 4975(c)(1)(A) and 

(D)–(E), shall not apply, effective 

January 4, 2002, until December 9, 2005, 

to (1) principal trades by UBS Financial 

Services Inc. (the Applicant) with 

certain plans, subject to Code section 

4975, but not subject to Title I of ERISA 

(the IRAs), which resulted in the IRAs 

purchasing or selling securities from the 

Applicant (collectively, the 

Transactions); and (2) compensation 

paid by the IRAs to the Applicant in 

connection with the Transactions (the 

Transaction Compensation). 

This exemption is subject to the 

conditions set forth below in Sections II 

and III. 

Section II: Specific Conditions 

(a) The Transactions and the 

Transaction Compensation were 

corrected (1) pursuant to the 

requirements set forth in the 

Department’s Voluntary Fiduciary 

Correction Program (the VFC Program) 2

and (2) in a manner consistent with 

those transactions described in the 

Applicant’s VFC Program application, 

dated March 5, 2010 (the VFC Program 

Application), that were substantially 

similar to the Transactions but that 

involved plans described in Code 

section 4975(e)(1) and subject to Title I 

of ERISA (the Qualified Plan 

Transactions). 

(b) The Applicant received a ‘‘noaction letter’’ from the Department in 

connection with the Qualified Plan 

Transactions described in the VFC 

Program Application. 

(c) An independent fiduciary 

confirmed that the methods utilized to 

correct the Transactions and 

Transaction Compensation were 

sufficient to return each affected IRA to 

at least the position that it would have 

been in had the Transactions and 

Transaction Compensation not 

occurred, and that the correction 

methods were properly applied to the 

Transactions and Transaction 

Compensation based on a review of a 

representative sample of the corrections, 

selected at random by the independent 

fiduciary. 

For purposes of this exemption, a 

fiduciary is ‘‘independent’’ if it is 

independent of and unrelated to 

Applicant and its affiliates. In this 

regard, a fiduciary will not be deemed 

independent of Applicant and its 

affiliates if: (1) such fiduciary directly or 

indirectly controls, is controlled by, or 

is under common control with 

Applicant or its affiliates, (2) such 

fiduciary directly or indirectly receives 

any compensation or other 

consideration in connection with any 

transaction described in this exemption, 

except that it may receive compensation 

for acting as an independent fiduciary 

from Applicant 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 such fiduciary’s 

decision; or (3) the annual gross revenue 

received by the fiduciary and its 

affiliates, in any fiscal year, from 

Applicant or its affiliates exceeds one 

percent (1%) of the annual gross 

revenue from all sources (for federal 

income tax purposes) of the fiduciary 

and its affiliates for their prior tax year. 

(d) The terms of the Transactions and 

the Transaction Compensation were at 

least as favorable to the IRAs as the 

terms generally available in arm’s-length 

transactions between unrelated parties. 

(e) The Transactions and Transaction 

Compensation were not part of an 

agreement, arrangement or 

understanding designed to benefit a 

disqualified person, as defined in Code 

section 4975(e)(2). 

(f) The Applicant did not take 

advantage of the relief provided by the 

VFC Program and Prohibited 

Transaction Exemption 2002–51 3 (PTE 

2002–51) for three (3) years prior to the 

date of the Applicant’s submission of 

the VFC Program Application. 

Section III: General Conditions 

(a) The Applicant maintains, or 

causes to be maintained, for a period of 

six (6) years from the date of any 

Transaction such records as are 

necessary to enable the persons 

described in Section III(b)(1) to 

determine whether the conditions of 

this exemption have been met, except 

that: 

(1) A separate prohibited transaction 

shall not be considered to have occurred 

if, due to circumstances beyond the 

control of Applicant, the records are lost 

or destroyed prior to the end of the sixyear period; and 

(2) No disqualified person with 

respect to an IRA, other than Applicant, 

shall be subject to excise taxes imposed 

by Code section 4975, if such records 

are not maintained, or are not available 

for examination, as required by Section 

III(b)(1). 

(b)(1) Except as provided in Section 

III(b)(2), the records referred to in 

Section III(a) are unconditionally 

available at their customary location for 

examination during normal business 

hours by: 

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Federal Register / Vol. 78, No. 61 / Friday, March 29, 2013 / Notices 19317 

4For purposes of this exemption, references to 

specific provisions of Title I of the Act, unless 

otherwise specified, refer also to the corresponding 

provisions of the Code. 

(A) Any duly authorized employee or 

representative of the Department, the 

Internal Revenue Service, or the 

Securities and Exchange Commission; 

(B) Any fiduciary of any IRA that 

engaged in a Transaction, or any duly 

authorized employee or representative 

of such fiduciary; or 

(C) Any owner or beneficiary of an 

IRA that engaged in a Transaction or a 

representative of such owner or 

beneficiary. 

(2) None of the persons described in 

Sections III(b)(1)(B) and (C) shall be 

authorized to examine trade secrets of 

Applicant, or commercial or financial 

information which is privileged or 

confidential. 

(3) Should Applicant refuse to 

disclose information on the basis that 

such information is exempt from 

disclosure, Applicant shall, by the close 

of the thirtieth (30th) day following the 

request, provide a written notice 

advising that person of the reasons for 

the refusal and that the Department may 

request such information. 

Effective Date: This exemption is 

effective from January 4, 2002 until 

December 9, 2005. 

The Department invited all interested 

persons to submit written comments 

and/or requests for a public hearing 

with respect to the notice of proposed 

exemption on or before December 16, 

2012. During the comment period, the 

Department received one (1) comment 

on the proposed exemption. The sole 

comment was submitted by the 

Applicant. The Department received no 

hearing requests during the comment 

period. 

The Applicant commented that the 

compensation test for the independent 

fiduciary that is set forth in Section II(c) 

of the proposed exemption did not 

cover compensation received by the 

independent fiduciary and its 

‘‘affiliates’’, while item 10 of the facts 

and representations set forth with the 

proposed exemption included the term 

‘‘affiliates’’ in its discussion of the 

independent fiduciary’s compensation. 

As a result, the Applicant requests that 

the term ‘‘affiliates’’ be inserted into 

Section II(c) of the exemption for 

purposes of clarity. The Department 

concurs, and, accordingly, the final 

exemption has been amended to include 

‘‘affiliates’’ in Section II(c) of the 

exemption. 

For a more complete statement of the 

facts and representations supporting the 

Department’s decision to grant this 

exemption, refer to the notice of 

proposed exemption published on 

November 16, 2012, at 77 FR 68835. 

FOR FURTHER INFORMATION CONTACT: Mr. 

Brian Shiker of the Department, 

telephone (202) 693–8552. (This is not 

a toll-free number.) 

Atlas Energy, Inc. Employee Stock 

Ownership Plan (the Plan) Located in 

Philadelphia, Pennsylvania 

[Prohibited Transaction Exemption 2013–02; 

Exemption Application No. D–11664] 

Exemption 

The restrictions of sections 

406(a)(1)(A), 406(a)(1)(D)–(E), 406(a)(2), 

406(b)(1)–(2) and 407(a) of the Act, and 

the sanctions resulting from the 

application of section 4975 of the Code, 

by reason of section 4975(c)(1)(A) and 

4975(c)(1)(D)–(E) of the Code, shall not 

apply, as of February 17, 2011, to the 

past acquisition and holding of certain 

units of Atlas Pipeline Holdings, L.P. 

(the AHD Units) by the Plan in 

connection with a merger (the Merger) 

of Arkham Corporation with and into 

Atlas Energy, Inc. (the Company), a 

party in interest with respect to the 

Plan, provided that the following 

conditions were satisfied: 

(a) The Plan’s acquisition and holding 

of the AHD Units in connection with the 

Merger occurred as a result of an 

independent act of the Company as a 

corporate entity; 

(b) All shareholders of the Company, 

including the Plan, were treated in a 

like manner with respect to all aspects 

of the Merger; 

(c) An independent fiduciary 

determined that the consideration 

received by the Plan pursuant to the 

Merger was not less than fair market 

value and that the overall terms and 

conditions of the Merger were fair to the 

Plan; 

(d) All shareholders of the Company, 

including the Plan, received the same 

proportionate number of AHD Units 

based upon the number of shares of 

Company stock held by such 

shareholders; 

(e) Pursuant to the terms of the Plan 

and in connection with the Merger, each 

participant was entitled to direct the 

independent fiduciary as to how to vote 

the Company shares allocated to his or 

her account; and 

(f) No commissions or other fees 

associated with the Merger were paid by 

the Plan except for brokerage charges 

and fees with respect to the subsequent 

sale of the AHD Units, which were paid 

by the Plan to a person who is not 

affiliated with any Plan fiduciary. 

For a more complete statement of the 

facts and representations supporting the 

Department’s decision to grant this 

exemption, refer to the notice of 

proposed exemption published on 

December 28, 2012, at 77 FR 76770. 

Effective Date: This exemption will be 

effective February 17, 2011. 

FOR FURTHER INFORMATION CONTACT: Eric 

A. Raps of the Department, telephone 

(202) 693–8532. (This is not a toll-free 

number). 

Central Pacific Bank 401(k) Retirement 

and Savings Plan (the Plan) Located in 

Honolulu, HI 

[Prohibited Transaction Exemption 2013–03; 

Exemption Application No. D–11666] 

Exemption 

Section I: Transactions 

Effective for the period beginning 

April 11, 2011 and ending May 6, 2011, 

the restrictions of sections 406(a)(1)(A), 

406(a)(1)(E), 406(a)(2), 406(b)(1), 

406(b)(2), and 407(a)(1)(A) of the Act 

and the sanctions resulting from the 

application of section 4975 of the Code, 

by reason of section 4975(c)(1)(A) and 

4975(c)(1)(E) of the Code,4 shall not 

apply: 

(a) To the acquisition of certain 

subscription right(s)(the Right or Rights) 

by the individually-directed account(s) 

(the Account or Accounts) of certain 

participant(s) in the Plan in connection 

with an offering (the Offering) of shares 

of common stock (the Stock) of Central 

Pacific Financial Corporation (CPFC) by 

CPFC, a party in interest with respect to 

the Plan; and 

(b) To the holding of the Rights 

received by the Accounts during the 

subscription period of the Offering; 

provided that the conditions, as set forth 

in Section II of this exemption, were 

satisfied for the duration of the 

acquisition and holding. 

Section II: Conditions 

The relief provided in this exemption 

is conditioned upon adherence to the 

material facts and representations 

described, herein, and as set forth in the 

application file, and upon compliance 

with the conditions, as set forth in this 

exemption. 

(a) The receipt of the Rights by the 

Accounts occurred in connection with 

the Offering, and the Rights were made 

available by CPFC to all shareholders of 

the Stock of CPFC, including the 

Accounts; 

(b) The acquisition of the Rights by 

the Accounts resulted from an 

independent corporate act of CPFC; 

(c) Each shareholder of the Stock, 

including each of the Accounts, 

received the same proportionate number 

of Rights, and this proportionate 

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19318 Federal Register / Vol. 78, No. 61 / Friday, March 29, 2013 / Notices 

number of Rights was based on the 

number of shares of Stock held by each 

such shareholder; 

(d) The Rights were acquired pursuant 

to, and in accordance with, provisions 

under the Plan for individually-directed 

investment of the Accounts by the 

individual participants in the Plan, all 

or a portion of whose Accounts in the 

Plan held the Stock (the Invested 

Participant(s)); 

(e) The decision with regard to the 

holding and disposition of the Rights by 

an Account was made by the Invested 

Participant whose Account received the 

Rights; 

(f) If any of the Invested Participants 

failed to give instructions as to the 

exercise of the Rights received in the 

Offering, such Rights were sold in blind 

transactions on the New York Stock 

Exchange and the proceeds from such 

sales were distributed pro-rata to the 

Accounts in the Plan of such Invested 

Participants; 

(g) No brokerage fees, no 

commissions, and no fees or expenses 

were paid by the Plan or by the 

Accounts to any related broker in 

connection with the sale of any of the 

Rights or in connection with the 

exercise of any of the Rights, and no 

brokerage fees, no commissions, no 

subscription fees, and no other charges 

were paid by the Plan or by the 

Accounts with respect to the acquisition 

and holding of the Stock; and 

(h) Based on the difference ($1.13) 

between the average proceeds per Right 

($6.05) received by other holders who 

sold Rights during the Offering and the 

average proceeds per Right ($4.92) 

received by Invested Participants whose 

Accounts sold Rights, between April 26, 

2011 and May 3, 2011, CPFC will make 

a corrective payment to the Plan in the 

amount of $30,618.48 ($1.13 × 27,096 

Rights sold), plus a lost earnings 

component on such amount, calculated 

at a 2.83% annual rate of interest for the 

period from May 6, 2011, to the date of 

the grant of this exemption, and will 

distribute such corrective payment, and 

the lost earnings component, pro rata to 

the Accounts of each of the 186 Invested 

Participants whose Accounts in the Plan 

sold the 27,096 Rights. 

Effective Date: This exemption is 

effective for the period beginning on 

April 11, 2011, the commencement date 

of the Offering, and ending on May 6, 

2011, the close of the Offering. 

For a more complete statement of the 

facts and representations supporting the 

Department’s decision to grant this 

exemption refer to the Notice of 

Proposed Exemption published on 

November 16, 2012, at 77 FR 68838. 

FOR FURTHER INFORMATION CONTACT: Ms. 

Angelena C. Le Blanc of the Department, 

telephone (202) 693–8551. (This is not 

a toll-free number.) 

Silchester International Investors LLP 

(Silchester or the Applicant) Located in 

London, England 

[Prohibited Transaction Exemption 2013–04; 

Exemption Application No. D–11671] 

EXEMPTION 

Section I. Covered Transactions 

The restrictions of section 

406(a)(1)(A), 406(a)(1)(D), and section 

406(b)(2) of ERISA, and the sanctions 

resulting from the application of section 

4975 of the Code, by reason of section 

4975(c)(1)(A) and section 4975(c)(1)(D) 

of the Code, shall not apply to the cross 

trading of securities (the cross trades, or 

the transactions) between various 

Accounts managed by Silchester, where 

at least one of the Accounts involved in 

the cross trade is an ERISA Account, if 

the conditions set forth in Section II 

have been met. 

Section II. Conditions 

(a) Each cross trade is a purchase or 

sale of securities by an ERISA Account 

for no consideration other than cash 

payment against prompt delivery of a 

security for which market quotations are 

readily available. 

(b) A cross trade may only be effected 

on the first business date of the month. 

(c) Each cross trade is effected at a 

price equal to the security’s 

‘‘independent current market price’’ 

(within the meaning of section 270.17a7(b) of Title 17, Code of Federal 

Regulations) on the business date that 

immediately precedes the first business 

date of the month on which the cross 

trade occurs. 

(d) No brokerage commission, fees or 

other remuneration is paid in 

connection with a cross trade involving 

an ERISA Account. Notwithstanding the 

above, customary transfer fees or 

brokerage fees dictated by local market 

restrictions may be applicable, the fact 

of which is disclosed in advance to an 

Independent Fiduciary. In the event 

local market restrictions require the use 

of a broker-dealer, and only in such 

event, broker-dealers that are not 

Affiliates of Silchester or the trustee of 

any Account that is a commingled fund 

will be used to execute the transaction, 

and no more than reasonable 

compensation will be paid to such 

unaffiliated broker-dealer to execute the 

cross trade. In any event, neither 

Silchester nor the trustee of any ERISA 

Account will receive a commission, fee, 

or other remuneration directly or 

indirectly from an ERISA Account in 

connection with a cross trade involving 

an ERISA Account (provided that the 

trustee of an Account may be expected 

to receive remuneration on foreign 

exchange transactions in the ordinary 

course that would be received 

irrespective of whether the trade was a 

cross trade or if the securities were sold 

in the market). 

(e) Prior to engaging in any cross trade 

for an ERISA Account or at the 

inception of any new relationship 

between Silchester and a Plan, 

Silchester shall deliver to the 

Independent Fiduciary (i) a written 

disclosure regarding the conditions 

under which cross trades may take place 

(which disclosure will be separate from 

any other agreement or disclosure in 

respect of the ERISA Account, including 

the Policies and Procedures); (ii) a 

written copy of the Policies and 

Procedures; and (iii) written 

instructions (via email correspondence 

or otherwise) directing the Independent 

Fiduciary to give appropriate 

consideration to: (A) The 

responsibilities, obligations and duties 

imposed upon fiduciaries by Part 4 of 

Title I of the Act, (B) whether the terms 

of the cross trades are fair to the Plan 

and its participants and beneficiaries, 

and to the ERISA Account, and are 

comparable to, and no less favorable 

than, terms obtainable at arm’s-length 

between unaffiliated parties, and (C) 

whether the cross trades are in the best 

interest of the Plan and its participants 

and beneficiaries and of the ERISA 

Account. The receipt of the instructions 

described in clause (iii) must be 

acknowledged in writing (via email 

correspondence or otherwise) by the 

Independent Fiduciary. 

(f) Prior to engaging in any cross trade 

for an ERISA Account, Silchester must 

receive authorization from the 

Independent Fiduciary of such ERISA 

Account to engage in cross trades 

involving the ERISA Account at 

Silchester’s discretion, which 

authorization must be provided in a 

written document in advance of any 

such cross trades, and must be separate 

from any other written agreement or 

disclosure between Silchester and the 

ERISA Account or Plan, as applicable. 

Such authorization will only be 

effective if the Independent Fiduciary 

has already received the disclosures 

described in paragraph (e) above. 

(g) The Independent Fiduciary shall 

represent, in its authorization of 

participation for an ERISA Account, that 

it has the requisite knowledge and 

experience in financial and business 

matters to be capable of evaluating the 

merits and risks of investing in the 

ERISA Account and to be capable of 

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Federal Register / Vol. 78, No. 61 / Friday, March 29, 2013 / Notices 19319 

protecting the Plan’s interests in 

connection with the investment or that 

it has obtained expert advice that allows 

it to adequately evaluate its investment 

in the ERISA Account. If such 

Independent Fiduciary cannot make the 

foregoing representations, then the 

authorization described herein will not 

be effective. 

(h) Both on an annual basis and each 

time Silchester provides notice to the 

Independent Fiduciary in writing that a 

new fund or new Separately Managed 

Account may engage in cross trades, a 

designated representative of Silchester 

will advise each such Independent 

Fiduciary in writing that it can revoke 

the authorization described in 

paragraph (f) at any time in writing by 

withdrawing from the ERISA Account 

(or in the case of an ERISA Account that 

is a Separately Managed Account, by 

written notice to the Applicant). 

(i) On a quarterly basis, Silchester will 

provide (or cause to be provided) to 

each Independent Fiduciary a written 

report detailing all cross trades in which 

the ERISA Account participated during 

such quarter, including the following 

information, as applicable: (i) The 

identity of each security bought or sold; 

(ii) the number of shares or units traded; 

(iii) the Accounts involved in the cross 

trade; and (iv) the trade price and the 

total U.S. dollar value of each security 

involved in the cross trade and the 

method used to establish the trade price. 

The quarterly report will be provided to 

the Independent Fiduciary prior to the 

end of the next following quarter. 

(j) Silchester will not base its fee 

schedule on a Plan’s consent to cross 

trading, nor is any other service (other 

than the investment opportunities and 

cost savings available through a cross 

trade) conditioned on the Plan’s 

consent. 

(k) Silchester adopts, and cross trades 

will be effected in accordance with, the 

Policies and Procedures, which will be 

made further available to an 

Independent Fiduciary upon request. 

(l) A member of Silchester’s 

compliance group reviews cross trades 

within 10 business days of the cross 

trades to confirm compliance with the 

Policies and Procedures and report to 

the compliance group regarding such 

member’s findings, and Silchester 

designates an individual member of its 

compliance group to be responsible for 

annually reviewing a sampling of each 

ERISA Account’s cross trades that is 

sufficient in size and nature to 

determine compliance with the Policies 

and Procedures described herein with 

respect to each such ERISA Account 

and, following such review, such 

individual shall issue an annual written 

report no later than 90 calendar days 

following the end of the ERISA 

Account’s fiscal year to which it relates, 

signed under penalty of perjury, to each 

Independent Fiduciary describing the 

actions performed during the course of 

the review, the level of such 

compliance, and any specific instances 

of non-compliance. 

(m) An Independent Auditor conducts 

an Exemption Audit on an annual basis, 

the audit period for which will be the 

ERISA Account’s fiscal year. Following 

completion of the Exemption Audit, the 

Independent Auditor shall issue a 

written report to Silchester (with copies 

thereof delivered to each Independent 

Fiduciary) presenting its specific 

findings regarding the level of 

compliance with: (1) The Policies and 

Procedures and (2) the objective 

requirements of the exemption. The 

written report shall also contain the 

Independent Auditor’s overall opinion 

regarding whether Silchester’s program 

complied with: (1) the Policies and 

Procedures and (2) the objective 

requirements of the exemption. The 

Exemption Audit and the written report 

must be completed within six months 

following the end of the fiscal year to 

which the Exemption Audit relates. 

(n) The ERISA Account has at least 

U.S. $100 million in assets. 

(o) Each underlying investor in a 

commingled fund ERISA Account and 

each ERISA Account that is a Separately 

Managed Account shall represent in 

writing (which representation is deemed 

to be repeated upon each subsequent 

investment in such ERISA Account) that 

it is a ‘‘qualified purchaser,’’ as that 

term is defined in section 2(a)(51)(A) of 

the Investment Company Act of 1940, as 

amended. 

(p) Silchester will conduct cross 

trades involving an ERISA Account only 

when triggered by contributions or 

withdrawals initiated by investors in 

such ERISA Account where: 

(1) Contributions from one Account 

can be matched against withdrawals 

from another Account and the 

confirmed net contributions/ 

withdrawals (as the case may be) from 

the ERISA Account exceed U.S. $10 

million or 10 basis points or 0.1% of the 

value of the ERISA Account (whichever 

is less); and 

(2) The ERISA Account’s forecasted 

residual cash balance when adjusted for 

month-end cash flows after the cross 

trade will be within 50 basis points or 

0.5% of the cash weightings of each 

such other Account. 

(q) Silchester will not include an 

ERISA Account in a cross trade during 

any period in which the weightings of 

14 or more securities in the ERISA 

Account individually differ by more 

than 50 basis points from the weightings 

of the same securities in the other 

Accounts; and none of the 

circumstances under which different 

weightings across the funds may arise or 

increase will be the result of any 

discretionary or opportunistic actions 

by Silchester. 

(r) The U.S. dollar amount determined 

for the cross trade will be prorated 

across all of the securities eligible for 

the cross trade in each of the Accounts, 

based on each Account’s relative 

weighting of each security included in 

the cross trade, subject to the 

restrictions and/or exclusions set forth 

in the Policies and Procedures. 

(s) No cross trades will be conducted 

between an ERISA Account and any 

Account in which Silchester and/or its 

Affiliates (together or separately) own 

10% or more of the outstanding units in 

such Account in the aggregate. 

(t) Silchester maintains or causes to be 

maintained for a period of six years 

from the date of any cross trade such 

records as are necessary to enable the 

persons described in paragraph (u)(i) 

below to determine whether the 

conditions of this exemption have been 

met, provided that (i) a separate 

prohibited transaction will not be 

considered to have occurred if, due to 

circumstances beyond the control of 

Silchester, the records are lost or 

destroyed prior to the end of the sixyear period, and (ii) no party in interest 

other than Silchester shall be subject to 

a civil penalty that may be assessed 

under section 502(i) of the Act or the 

taxes imposed by section 4975(a) and (b) 

of the Code, if such records are not 

maintained, or are not available for 

examination as required by paragraph 

(u)(i) below. 

(u)(i) Except as provided below in 

paragraph (u)(ii), and notwithstanding 

any provisions of subsections (a)(2) and 

(b) of section 504 of the Act, the records 

referred to above in paragraph (t) are 

unconditionally available at their 

customary location for examination 

during normal business hours by: 

(A) Any duly authorized employee or 

representative of the Department, 

(B) Any Independent Fiduciary, Plan 

investing in an Account, or such Plan’s 

designated representative, and 

(C) The Independent Auditor; and 

(ii) None of the persons described 

above in paragraphs (u)(i)(B)–(C) shall 

be authorized to examine trade secrets 

of Silchester, or commercial or financial 

information which is privileged or 

confidential, and should Silchester 

refuse to disclose information on the 

basis that such information is exempt 

from disclosure, Silchester shall, by the 

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close of the thirtieth (30th) day 

following the request, provide a written 

notice advising that person of the 

reasons for the refusal and that the 

Department may request such 

information. 

Section III. Definitions 

(a) The term ‘‘Account’’ is a group 

trust, a commingled fund, or a 

Separately Managed Account, holding 

assets over which the Applicant has 

discretion. 

(b) The term ‘‘Affiliate’’ of a person 

includes: 

(1) Any person directly or indirectly, 

through one or more intermediaries, 

controlling, controlled by, or under 

common control with, the person; 

(2) Any officer, director, employee, 

relative, or partner of the person; or 

(3) Any corporation or partnership of 

which such person is an officer. 

(c) The term ‘‘control’’ means the 

power to exercise a controlling 

influence over the management or 

policies of a person other than an 

individual. 

(d) The term ‘‘ERISA Account’’ means 

an Account the assets of which are 

‘‘plan assets’’ within the meaning of 

section 3(42) of the Act and 29 CFR 

2510.3–101, as amended. 

(e) The term ‘‘Exemption Audit’’ 

means an engagement with an 

Independent Auditor that consists of the 

following: 

(1) A review of the Policies and 

Procedures for consistency with each of 

the objective requirements of this 

exemption; 

(2) A test of a sample of the ERISA 

Account’s cross trades during the audit 

period that is sufficient in size and 

nature to afford the Independent 

Auditor a reasonable basis: 

(A) To make specific findings 

regarding whether the ERISA Account’s 

cross trades are in compliance with: (i) 

The Policies and Procedures; and (ii) the 

objective requirements of this 

exemption. The findings will 

specifically address the pro rata 

calculation for a cross trade and will 

ensure that the exclusions set forth in 

the Policies and Procedures have been 

applied on a reasonable and consistent 

basis; and 

(B) To render an overall opinion 

regarding the level of compliance with 

the Policies and Procedures and the 

objective requirements of the 

exemption. 

(3) Issuance of a written report 

describing the actions performed by the 

Independent Auditor during the course 

of its review in connection with the 

Exemption Audit and the Independent 

Auditor’s findings with respect thereto. 

(f) The term ‘‘Independent Auditor’’ 

means an auditor with appropriate 

technical training or experience and 

proficiency with ERISA’s fiduciary 

responsibility provisions, capable of 

issuing the written report required in 

connection with the Exemption Audit, 

that derives less than 5% of its annual 

gross revenue from Silchester, and so 

represents the foregoing in writing. 

(g) The term ‘‘Independent Fiduciary’’ 

means a plan fiduciary for each Plan 

investor in a commingled fund ERISA 

Account or, in the case of an ERISA 

Account that is a Separately Managed 

Account, the plan fiduciary for such 

Separately Managed Account, provided 

that in either case such plan fiduciary 

is not Silchester or any Affiliate of 

Silchester and has no interest in the 

subject transactions beyond the interest 

of such Plan. 

(h) The term ‘‘Plan’’ means an 

employee benefit plan described in 

section 3(3) of the Act or a plan 

described in section 4975(e)(1) of the 

Code. 

(i) The term ‘‘Policies and 

Procedures’’ means written cross trading 

policies and procedures adopted by 

Silchester that are designed to assure 

compliance with the conditions for the 

exemption, and provide clear guidelines 

regarding how and under what 

circumstances cross trades will be 

effected by Silchester on behalf of an 

ERISA Account, including (but not 

limited to) descriptions of (i) triggering 

transactions for identifying when a cross 

trade is available, (ii) cross trade 

procedures that must be followed when 

implementing a cross trade, (iii) pricing 

of securities included in a cross trade, 

(iv) reporting of cross trade transactions 

and related information, and the (v) 

Exemption Audit. 

(j) The term ‘‘Separately Managed 

Account’’ means a separately managed 

account over which the Applicant has 

discretion and either: (1) Such 

separately managed account is not 

subject to Title I of the Act or section 

4975 of the Code or (2) the Plan whose 

assets are held in the separately 

managed account has assets of at least 

U.S. $100 million, provided that if the 

assets of a Plan whose assets are held in 

the separately managed account are 

invested in a master trust containing the 

assets of Plans maintained by employers 

in the same controlled group, then such 

master trust has assets of at least U.S. 

$100 million. 

Written Comments 

The Department invited all interested 

persons to submit written comments 

and/or requests for a public hearing 

with respect to the notice of proposed 

exemption on or before February 6, 

2013. During the comment period, the 

Department received one written 

comment from the Applicant 

concerning an update to the procedure 

applicable to Plans withdrawing from 

the Group Trust that is described in the 

Summary of Facts and Representations 

(the Summary) in the notice of proposed 

exemption. The Applicant’s comment 

and the Department’s response thereto 

are described below. The Department 

received no other written comments and 

no hearing requests. 

Applicant’s Comment 

The Applicant’s comment concerned 

an update to the procedure for a Plan’s 

withdrawal from the Group Trust, as 

described in the Summary. Section II(h) 

of the proposed exemption provides 

that, ‘‘[b]oth on an annual basis and 

each time Silchester provides notice to 

the Independent Fiduciary in writing 

that a new fund or new Separately 

Managed Account may engage in cross 

trades, a designated representative of 

Silchester will advise each such 

Independent Fiduciary in writing that it 

can revoke the authorization [for 

Silchester to engage in cross trades on 

behalf of an ERISA Account] at any time 

in writing by withdrawing from the 

ERISA Account * * * .’’ In 

Representation 28 of the Summary, the 

Applicant states that ‘‘the Group Trust’s 

withdrawal provisions are described in 

the Group Trust’s Confidential Private 

Offering Memorandum and delineated 

in the Group Trust Agreement * * * 

[which] provides that a Plan may 

withdraw all or part of its units in the 

Group Trust on the first business day of 

each calendar month (referred to as a 

dealing day) upon six business days’ 

prior written notice.’’ 

According to the Applicant, Silchester 

intends to update the Group Trust 

Agreement and the Confidential Private 

Offering Memorandum, which update 

will include an amendment to the 

notice period required for an ERISA 

Account’s withdrawal from six business 

days to ten business days. The 

Applicant notes that, in accordance 

with Silchester’s standard practice and 

the Group Trust Agreement, ERISA 

Accounts participating in the Group 

Trust will be notified 60 days in 

advance of such amendment to the 

Group Trust Agreement becoming 

effective. The Department takes note of 

the amendment to the Group Trust 

Agreement and of the corresponding 

modification to Representation 28. 

After giving full consideration to the 

entire record, including the written 

comment, the Department has decided 

to grant the exemption, as described 

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Federal Register / Vol. 78, No. 61 / Friday, March 29, 2013 / Notices 19321 

above. The complete application file is 

made 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. 

For a more complete statement of the 

facts and representations supporting the 

Department’s decision to grant this 

exemption, refer to the proposed 

exemption published in the Federal 

Register on December 28, 2012 at 77 FR 

76784. 

FOR FURTHER INFORMATION CONTACT: 

Warren M. Blinder of the Department, 

telephone (202) 693–8553. (This is not 

a toll-free number.) 

EquiLend Holdings LLC (EquiLend), 

Located in New York, New York 

[Prohibited Transaction Exemption 2013–05; 

Exemption Application No. D–11724] 

Exemption 

Section I. Sale of EquiLend Products to 

Plans 

The restrictions of ERISA section 

406(a)(1)(A) and (D) and the sanctions 

resulting from the application of Code 

section 4975(a) and (b), by reason of 

Code section 4975(c)(1)(A) and (D), shall 

not apply, effective October 1, 2012, to 

the sale or licensing of certain data and/ 

or analytical tools to a plan by 

EquiLend, a party in interest with 

respect to such plan. 

This exemption is subject to the 

following conditions: 

(a) The terms of any such sale or 

licensing are at least as favorable to the 

plan as the terms generally available in 

an arm’s-length transaction involving an 

unrelated party; 

(b) Any data sold/licensed to the plan 

will be limited to: 

(1) Current and historical data related 

to transactions, whether or not proposed 

or occurring on EquiLend’s electronic 

securities lending platform (the 

Platform) or, 

(2) Data derived from current and 

historical data using statistical or 

computational techniques; and 

(c) Each analytical tool sold/licensed 

to the plan will be an objective 

statistical or computational tool 

designed to permit the evaluation of 

securities lending activities. 

Section II. Use of Platform by Owner 

Lending Agent/Sale of EquiLend 

Products to Plans Represented by 

Owner Lending Agent/Provision of 

Securities Lending Data Involving Plans 

to EquiLend by Owner Lending Agent 

The restrictions of ERISA sections 

406(a)(1)(A) and (D) and 406(b), FERSA 

section 8477(c)(2), and the sanctions 

resulting from the application of Code 

section 4975(a) and (b), by reason of 

Code section 4975(c)(1)(A) and (D) 

through (F), shall not apply, effective 

October 1, 2012, to: (1) The 

participation in the Platform by an 

equity owner of EquiLend (an Equity 

Owner), in its capacity as a securities 

lending agent for a plan (an Owner 

Lending Agent); (2) the sale or licensing 

of certain data and/or analytical tools by 

EquiLend to a plan for which an Equity 

Owner acts as a securities lending agent; 

and (3) the provision by an Owner 

Lending Agent to EquiLend of securities 

lending data based on off-Platform 

securities lending transactions 

conducted by an Owner Lending Agent 

on behalf of a plan. 

This exemption is subject to the 

following conditions: 

(a) In the case of participation in the 

Platform on behalf of a plan, to the 

extent an applicable exemption is 

required, the securities lending 

transactions conform to the provisions 

of Prohibited Transaction Class 

Exemption (PTE) 2006–16 (71 FR 63786 

(Oct. 31, 2006)) (or its successor), and/ 

or any applicable individual exemption; 

(b) None of the fees imposed by 

EquiLend for securities lending 

transactions conducted through the use 

of the Platform at the direction of an 

Owner Lending Agent will be charged to 

a plan; 

(c) Each securities lender and 

securities borrower participating in a 

securities lending transaction through 

EquiLend will be notified by EquiLend 

as to its responsibilities with respect to 

compliance, as applicable, with ERISA, 

the Code, and FERSA. This requirement 

may be met by including such 

notification in the participation, 

subscription or other user agreement 

required to be executed by each 

participant in EquiLend; 

(d) EquiLend will not act as a 

principal in any securities lending 

transaction involving plan assets; 

(e) Each Owner Lending Agent will 

provide prior written notice to its plan 

clients of its intention to participate in 

EquiLend; 

(f)(1) Except as otherwise provided in 

paragraph (i), the arrangement pursuant 

to which the Owner Lending Agent 

utilizes the services of EquiLend on 

behalf of a plan for securities lending: 

(A) Is subject to the prior written 

authorization of an independent 

fiduciary (an authorizing fiduciary) as 

defined in paragraph (b) of Section III). 

For purposes of subparagraph (f)(1), the 

requirement that the authorizing 

fiduciary be independent shall not 

apply in the case of an Equity Owner 

Plan; 

(B) May be terminated by the 

authorizing fiduciary, without penalty 

to the plan, within the lesser of: (i) The 

time negotiated for such notice of 

termination by the plan and the Owner 

Lending Agent, or (ii) five business 

days. Notwithstanding the foregoing, the 

requirement for prior written 

authorization will be deemed satisfied 

in the case of any plan for which the 

authorizing fiduciary has previously 

provided written authorization to the 

Owner Lending Agent pursuant to PTE 

2006–16 (or any predecessor or 

successor thereto), unless such 

authorizing fiduciary objects to 

participation in the Platform in writing 

to the Owner Lending Agent within 30 

days following disclosure of the 

information described in paragraphs (e) 

and (g) of this Section to such 

authorizing fiduciary; 

(2) Except as otherwise provided in 

paragraph (i), each purchase or license 

of a securities lending-related product 

from EquiLend on behalf of a plan by an 

Owner Lending Agent: 

(A) Is subject to the prior written 

authorization of an authorizing 

fiduciary. For purposes of subparagraph 

(f)(2), the requirement for prior written 

authorization shall not apply to any 

purchase or licensing of an EquiLend 

securities lending-related product by an 

Equity Owner Plan if the fee or cost 

associated with such purchase or 

licensing is not paid by the Equity 

Owner Plan; and 

(B) May be terminated by the 

authorizing fiduciary within: (i) The 

time negotiated for such notice of 

termination by the plan and the Owner 

Lending Agent; or (ii) five business 

days, whichever is lesser, in either case 

without penalty to the plan, provided 

that, such authorizing fiduciary shall be 

deemed to have given the necessary 

authorization in satisfaction of this 

subparagraph (f)(2) with respect to each 

specific product purchased or licensed 

pursuant thereto unless such 

authorizing fiduciary objects to the 

Owner Lending Agent within 15 days 

after the delivery of information 

regarding such specific product to the 

authorizing fiduciary in accordance 

with paragraph (g) of this exemption; 

and 

(3) Except as otherwise provided in 

paragraph (i), provision by an Owner 

Lending Agent to EquiLend of securities 

lending data based on off-Platform 

securities lending transactions 

conducted on behalf of a plan: 

(A) Is subject to the prior written 

authorization of an authorizing 

fiduciary; and 

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19322 Federal Register / Vol. 78, No. 61 / Friday, March 29, 2013 / Notices 

(B) May be terminated by the 

authorizing fiduciary with respect to the 

future provision of data within the 

lesser of (i) the time negotiated for such 

notice of termination by the plan and 

the Owner Lending Agent or (ii) five 

business days, in either case without 

penalty to the plan. Notwithstanding the 

foregoing, the requirement for prior 

written authorization will be deemed 

satisfied unless such authorizing 

fiduciary objects to provision by the 

Owner Lending Agent to EquiLend of 

such data in writing to the Owner 

Lending Agent within 30 days following 

disclosure of the information described 

in paragraph (g) of this Section to such 

authorizing fiduciary. 

(g) The authorization(s) described in 

paragraph (f) of this Section shall not be 

deemed to have been made unless the 

Owner Lending Agent has furnished the 

authorizing fiduciary with any 

reasonably available information that 

the Owner Lending Agent reasonably 

believes to be necessary for the 

authorizing fiduciary to determine 

whether such authorization should be 

made, and any other reasonably 

available information regarding the 

matter that the authorizing fiduciary 

may reasonably request. This includes, 

but is not limited to: (1) A statement 

that the Equity Owner, as securities 

lending agent, has a financial interest in 

the successful operation of EquiLend, 

(2) a statement, provided on an annual 

basis, that the authorizing fiduciary may 

terminate the arrangement(s) described 

in (f) above at any time, and (3) a 

statement that the Owner Lending Agent 

intends to provide to EquiLend 

securities lending data based on offPlatform securities lending transactions 

conducted by the Owner Lending Agent 

on behalf of the plan; 

(h) Any purchase or licensing of data 

and/or analytical tools with respect to 

securities lending activities by a plan 

pursuant to this Section complies with 

the relevant conditions of Section I and 

will be authorized in advance by an 

authorizing fiduciary in accordance 

with the applicable procedures of 

paragraphs (f), (g) and (i); 

(i) In the case of a pooled separate 

account maintained by an insurance 

company qualified to do business in a 

state or a common or collective trust 

fund maintained by a bank or trust 

company supervised by a state or 

federal agency (Commingled Investment 

Fund), the requirements of paragraph (f) 

of this Section shall not apply, provided 

that— 

(1) The information described in 

paragraph (g) (including information 

with respect to any material change in 

the arrangement) of this Section and a 

description of the operation of the 

Platform (including a description of the 

fee structure paid by securities lenders 

and borrowers), shall be furnished by 

the Owner Lending Agent to the 

authorizing fiduciary (described in 

paragraph (b) of Section III) with respect 

to each plan whose assets are invested 

in the account or fund, not less than 30 

days prior to implementation of any 

such arrangement or material change 

thereto, or, not less than 15 days prior 

to the purchase or license of any 

specific securities lending-related 

product, and, where requested, upon the 

reasonable request of the authorizing 

fiduciary. For purposes of this 

subparagraph, the requirement that the 

authorizing fiduciary be independent 

shall not apply in the case of an Equity 

Owner Plan; 

(2) In the event any such authorizing 

fiduciary notifies the Owner Lending 

Agent that it objects to participation in 

the Platform, or to the purchase or 

license of any EquiLend securities 

lending-related tool or product, or to the 

further provision by an Owner Lending 

Agent to EquiLend of securities lending 

data based on off-Platform securities 

lending transactions conducted on 

behalf of the plan, the plan on whose 

behalf the objection was tendered is 

given the opportunity to terminate its 

investment in the account or fund, 

without penalty to the plan, within such 

time as may be necessary to effect the 

withdrawal in an orderly manner that is 

equitable to all withdrawing plans and 

to the non-withdrawing plans. In the 

case of a plan that elects to withdraw 

pursuant to the foregoing, such 

withdrawal shall be effected prior to the 

implementation of, or material change 

in, the arrangement or purchase or 

license, but any existing arrangement 

need not be discontinued by reason of 

a plan electing to withdraw; and 

(3) In the case of a plan whose assets 

are proposed to be invested in the 

pooled account or fund subsequent to 

the implementation of the arrangements 

and which has not authorized the 

arrangements in the manner described 

in paragraphs (i)(1) and (i)(2), the plan’s 

investment in the account or fund shall 

be authorized in the manner described 

in paragraph (f)(1)(A), (f)(2)(A), and 

(f)(3)(A); 

(j) The Equity Owner, together with 

its affiliates (as defined in Section III(a)), 

does not own at the time of the 

execution of a securities lending 

transaction on behalf of a plan by the 

Equity Owner (i.e., in its capacity as 

Owner Lending Agent) through 

EquiLend or at the time of the purchase, 

or commencement of licensing, of data 

and/or analytical tools by the plan, more 

than 20% of: 

(1) If EquiLend is a corporation, 

including a limited liability company 

taxable as a corporation, the combined 

voting power of all classes of stock 

entitled to vote or the total value of 

shares of all classes of stock of 

EquiLend, or 

(2) If EquiLend is a partnership, 

including a limited liability company 

taxable as a partnership, the capital 

interest or the profits interest of 

EquiLend; 

(k) Any information, authorization, or 

termination of authorization may be 

provided by mail or electronically; and 

(l) No Equity Owner Plan, as defined 

in Section III(e), will participate in the 

Platform, other than through a 

Commingled Investment Fund in which 

the aggregate investment of all Equity 

Owner Plans at the time of the 

transaction constitutes less than 20% of 

the total assets of such fund. 

Notwithstanding the foregoing, this 

prohibition shall not apply to the 

participation by an Equity Owner Plan 

as of the date that the aggregate loan 

balance of all securities lending 

transactions entered into through 

EquiLend by all participants 

outstanding on such date (excluding 

transactions entered into on behalf of 

Equity Owner Plans) is equal to or 

greater than $10 billion; provided that if 

such aggregate loan balance is later 

determined to be less than $10 billion, 

no additional participation by an Equity 

Owner Plan (other than through a 

Commingled Investment Fund) shall 

occur until such time as the $10 billion 

threshold amount is again met. 

Section III. Defintions 

For purposes of this exemption: 

(a) An ‘‘affiliate’’ of another person 

means: 

(1) Any person directly or indirectly, 

through one or more intermediaries, 

controlling, controlled by, or under 

common control with such other 

person; 

(2) Any officer, director, partner, 

employee, relative (as defined in ERISA 

section 3(15)) of such other person; and 

(3) Any corporation or partnership of 

which such other person is an officer, 

director or partner. 

For purposes of this paragraph, the 

term ‘‘control’’ means the power to 

exercise a controlling influence over the 

management or policies of a person 

other than an individual. 

(b) The term ‘‘authorizing fiduciary’’ 

means, with respect to an Owner 

Lending Agent, a plan fiduciary who is 

independent of such Owner Lending 

Agent. In this regard, an authorizing 

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Federal Register / Vol. 78, No. 61 / Friday, March 29, 2013 / Notices 19323 

5The Actives Plan and the Retiree Plan are, 

herein, collectively referred to as the ‘‘Plans.’’ 

fiduciary will not be considered 

independent of an Owner Lending 

Agent if: 

(1) Such fiduciary directly or 

indirectly controls, is controlled by, or 

is under common control with the 

Owner Lending Agent; or 

(2) Such fiduciary directly or 

indirectly receives any compensation or 

other consideration from the Owner 

Lending Agent or an affiliate for his or 

her own personal account in connection 

with any securities lending transaction 

described herein; provided that 

Commingled Investment Funds and 

Equity Owner Plans maintained by such 

Owner Lending Agent or an affiliate will 

not be deemed affiliates of such Owner 

Lending Agent for purposes of this 

subparagraph (2). 

For purposes of Section II, no Equity 

Owner or any affiliate may be an 

authorizing fiduciary except in the case 

of an Equity Owner Plan. 

Notwithstanding the foregoing, the 

requirements for consent by an 

authorizing fiduciary with respect to 

participation in the Platform, and the 

annual right of such fiduciary to 

terminate such participation, shall be 

deemed met to the extent that the 

Owner Lending Agent’s proposed 

utilization of the services of EquiLend 

on behalf of a plan for securities lending 

has been approved by an order of a 

United States district court. 

(c) The term ‘‘Owner Lending Agent’’ 

means an Equity Owner in its capacity 

as a fiduciary of a plan acting as 

securities lending agent in connection 

with the loan of plan assets that are 

securities. 

(d) The term ‘‘Equity Owner’’ means 

an entity that either directly or through 

an affiliate owns an equity ownership 

interest in EquiLend. 

(e) The term ‘‘Equity Owner Plan’’ 

means a plan which is established or 

maintained by an Equity Owner of 

EquiLend as an employer of employees 

covered by such plan, or by its affiliate. 

(f) The terms ‘‘plan’’ means: 

(1) An ‘‘employee benefit plan’’ 

within the meaning of ERISA section 

3(3), subject to Part 4 of Subtitle B of 

Title I of ERISA, 

(2) A ‘‘plan’’ that is within the 

meaning of Code section 4975(e)(1) and 

subject to Code section 4975, or 

(3) The Federal Thrift Savings Fund. 

Effective Date: The exemption is 

effective October 1, 2012 with respect to 

arrangements entered into on or after 

that date. The provisions of PTE 2002– 

30 shall continue to apply to 

arrangements entered into before 

October 1, 2012. 

For a more complete statement of the 

facts and representations supporting the 

Department’s decision to grant this 

exemption, refer to the notice of 

proposed exemption published on 

November 16, 2012 at 77 FR 68844. 

FOR FURTHER INFORMATION CONTACT: 

Brian Shiker of the Department, 

telephone (202) 693–8552. (This is not 

a toll-free number.) 

Coca-Cola Company (TCCC) and Red 

Re, Inc. (Red Re), Located in Atlanta, 

Georgia and Charleston, South 

Carolina, respectively 

[Prohibited Transaction Exemption 2013–06; 

Exemption Application No. L–11738] 

Exemption 

Section I. Transactions 

The restrictions of sections 

406(a)(1)(D) and 406(b) of the Act shall 

not apply to: 

(a) The reinsurance of risks and the 

receipt of premiums therefrom by Red 

Re, an affiliate of TCCC, as the term 

‘‘affiliate’’ is defined in Section III(a)(1) 

below, in connection with group term 

life insurance sold by Metropolitan Life 

Insurance Company or any successor 

insurance company (a Fronting Insurer) 

to The Coca-Cola Company Health and 

Welfare Benefits Plan (the Actives Plan) 

and to The Coca-Cola Company Retiree 

Benefits Plan (the Retiree Plan); and 

(b) The reinsurance of risks and the 

receipt of premiums therefrom by Red 

Re in connection with accidental death 

and dismemberment insurance (AD&D) 

sold by a Fronting Insurer to the Actives 

Plan and to the Retiree Plan; provided 

the conditions set forth in Section II, 

below, are satisfied.5

Section II. Conditions 

The relief provided in this exemption 

is conditioned upon adherence to the 

material facts and representations 

described herein, and as set forth in the 

application file, and upon compliance 

with the following conditions: 

(a) Red Re— 

(1) Is a party in interest with respect 

to the Plans by reason of a stock or 

partnership affiliation with TCCC that is 

described in section 3(14)(E) or 3(14)(G) 

of the Act; 

(2) Is licensed to sell insurance or 

conduct reinsurance operations in at 

least one state, as defined in section 

3(10) of the Act; 

(3) Has obtained a Certificate of 

Authority from the Director of the 

Department of Insurance of its 

domiciliary state (South Carolina), 

which has neither been revoked nor 

suspended; 

(4)(A) Has undergone and shall 

continue to undergo an examination by 

an independent certified public 

accountant for its last completed taxable 

year immediately prior to the taxable 

year of the reinsurance transaction 

covered by this exemption; or 

(B) Has undergone a financial 

examination (within the meaning of the 

law of South Carolina) by the Director 

of the South Carolina Department of 

Insurance within five (5) years prior to 

the end of the year preceding the year 

in which such reinsurance transaction 

has occurred; and 

(5) Is licensed to conduct reinsurance 

transactions by South Carolina, whose 

law requires that an actuarial review of 

reserves be conducted annually by an 

independent firm of actuaries and 

reported to the appropriate regulatory 

authority; 

(b) The Plans pay no more than 

adequate consideration for the 

insurance contracts; 

(c) No commissions are paid by the 

Plans with respect to the direct sale of 

such contracts or the reinsurance 

thereof; 

(d) In the initial year of every contract 

involving Red Re and a Fronting 

Insurer, there will be an immediate and 

objectively determined benefit to 

participants and beneficiaries of the 

Plans in the form of increased benefits, 

and such benefits will continue in all 

subsequent years of each contract and in 

every renewal of each contract, and will 

approximate the increase in benefits 

that are effective January 1, 2013, as 

described in the Notice of Proposed 

Exemption (the Notice); 

(e) In the initial year and in 

subsequent years of coverage provided 

by a Fronting Insurer, the formula used 

by the Fronting Insurer to calculate 

premiums will be similar to formulae 

used by other insurers providing 

comparable coverage under similar 

programs. Furthermore, the premium 

charge calculated in accordance with 

the formula will be reasonable and will 

be comparable to the premium charged 

by the Fronting Insurer and its 

competitors with the same or a better 

rating providing the same coverage 

under comparable programs; 

(f) The Fronting Insurer has a 

financial strength rating of ‘‘A’’ or better 

from A. M. Best Company (A. M. Best). 

The reinsurance arrangement between 

the Fronting Insurer and Red Re will be 

indemnity insurance only, (i.e., the 

Fronting Insurer will not be relieved of 

liability to the Plans should Red Re be 

unable or unwilling to cover any 

liability arising from the reinsurance 

arrangement); 

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19324 Federal Register / Vol. 78, No. 61 / Friday, March 29, 2013 / Notices 

(g) The Plans retain an independent, 

qualified fiduciary or successor to such 

fiduciary, as defined in Section III(c), 

below, (the I/F) to analyze the 

transactions and to render an opinion 

that the requirements of Section II(a) 

through (f) and (h) of this exemption 

have been satisfied; 

(h) Participants and beneficiaries in 

the Plans will receive in subsequent 

years of every contract of reinsurance 

involving Red Re and a Fronting Insurer 

no less than the immediate and 

objectively determined increased 

benefits such participant and 

beneficiary received in the initial year of 

each such contract involving Red Re 

and the Fronting Insurer; 

(i) The I/F will: monitor the 

transactions herein on behalf of the 

Plans on a continuing basis to ensure 

such transactions remain in the interest 

of the Plans; take all appropriate actions 

to safeguard the interests of the Plans; 

and enforce compliance with all 

conditions and obligations imposed on 

any party dealing with the Plans; and 

(j) In connection with the provision to 

participants in the Plans of the group 

term life insurance and the AD&D 

coverage provided by a Fronting Insurer 

which is reinsured by Red Re, the I/F 

will review all contracts (and any 

renewal of such contracts) of the 

reinsurance of risks and the receipt of 

premiums therefrom by Red Re and 

must determine that the requirements of 

this exemption and the terms of the 

benefit enhancements continue to be 

satisfied. 

Section III. Definitions 

(a) The term, ‘‘affiliate,’’ of a person 

includes: 

(1) Any person directly or indirectly, 

through one or more intermediaries, 

controlling, controlled by, or under 

common control with the person; 

(2) Any officer, director, employee, 

relative, or partner in any such person; 

and 

(3) Any corporation or partnership of 

which such person is an officer, 

director, partner, or employee. 

(b) The term, ‘‘control,’’ means the 

power to exercise a controlling 

influence over the management or 

policies of a person other than an 

individual. 

(c) For purposes of the exemption, an 

I/F is a person, or a successor to such 

person, who is not an affiliate of TCCC 

and: 

(1) Does not have an ownership 

interest in TCCC, in Red Re, or in an 

affiliate of either; 

(2) Is not a fiduciary with respect to 

the Plans prior to its appointment to 

serve as the I/F; 

(3) Has acknowledged in writing 

acceptance of fiduciary responsibility 

and has agreed not to participate in any 

decision with respect to any transaction 

in which it has an interest that might 

affect its best judgment as a fiduciary; 

and 

(4) Has appropriate training, 

experience, and facilities to act on 

behalf of the Plans regarding the subject 

transactions in accordance with the 

fiduciary duties and responsibilities 

prescribed by the Act. 

For purposes of this definition of an 

‘‘I/F,’’ no organization or individual 

may serve as an I/F for any fiscal year 

if the gross income received by such 

organization or individual (or 

partnership or corporation of which 

such individual is an officer, director, or 

10 percent or more partner or 

shareholder) for that fiscal year exceeds 

two percent (2%) of that organization’s 

or individual’s annual gross income 

from all sources for the prior fiscal year 

from TCCC or from Red Re, or from an 

affiliate of either (including amounts 

received for services as I/F under any 

prohibited transaction exemption 

granted by the Department). 

In addition, no organization or 

individual who is an I/F, and no 

partnership or corporation of which 

such organization or individual is an 

officer, director, or 10 percent (10%) or 

more partner or shareholder, may 

acquire any property from, sell any 

property to, or borrow any funds from 

TCCC or from Red Re, or from any 

affiliate of either during the period that 

such organization or individual serves 

as an I/F, and continuing for a period of 

six (6) months after such organization or 

individual ceases to be the I/F, or 

negotiates any such transaction during 

the period that such organization or 

individual serves as the I/F. 

In the event a successor I/F is 

appointed to represent the interests of 

the Plans with respect to the subject 

transactions, there should be no lapse in 

time between the resignation or 

termination of the former I/F and the 

appointment of the successor I/F. 

Effective Date:This exemption is 

effective as of January 1, 2013. 

Written Comments 

In the Notice, the Department invited 

all interested persons to submit written 

comments and requests for a hearing 

within 35 days of the date of the 

publication on December 28, 2012, of 

the Notice in the Federal Register. The 

Notice stated that all comments and 

requests for hearing were due by 

February 1, 2013. In a telephone 

conversation on January 8, 2013, TCCC 

informed the Department that the 

notification to all interested persons of 

the publication of the Notice in the 

Federal Register was not completed 

until January 14, 2013, because the New 

Year’s holiday and other issues delayed 

the first class mailing to all such 

interested persons. In order to ensure 

that all interested persons would have 

thirty (30) days to submit written 

comments and requests for a hearing, 

the Department required (and TCCC 

agreed) to an extension of time for the 

submission of comments and requests 

for a hearing from such interested 

persons. Accordingly, the deadline for 

all comments and requests for hearing 

was extended to February 13, 2013. In 

a letter dated February 12, 2013, TCCC 

confirmed that the required notification 

was sent to all interested persons via 

first class mail no later than January 14, 

2013. 

During the comment period, the 

Department received no requests for a 

hearing. However, the Department did 

receive two written comments from 

TCCC in letters, dated February 12 and 

February 15, 2013. In the February 12 

letter, TCCC requested clarification of 

the operative language of the Notice. In 

addition, TCCC informed the 

Department of corrections to the 

information that appeared in the 

Summary of Facts and Representations 

(SFR) of the Notice. In the February 15 

letter, TCCC clarified the comments it 

had made in the February 12 letter, at 

the Department’s request. TCCC’s 

comments and the Department’s 

amendments are discussed in 

paragraphs 1–4, below, in an order that 

corresponds to the appearance of the 

relevant language in the Notice. 

1. TCCC has requested a modification 

to the language of Section I(b), as set 

forth on page 76779, in column 2, lines 

68–73 and in column 3, lines 1–4 of the 

Notice. With regard to Section I(b), 

TCCC requests that the Department 

make clear that the covered transactions 

include the reinsurance of the group 

term life insurance benefits offered 

under both the Retiree Plan and the 

Actives Plan. 

The Department concurs with TCCC’s 

request and has amended the language 

of Section I(b) in the exemption. The 

Department has also corrected the 

phrase, ‘‘accidental death and 

disability,’’ in Section I(b) of the Notice 

on page 76779, in column 2, lines 70– 

71, to read ‘‘accidental death and 

dismemberment.’’ 

In addition, in order to make clear 

that the covered transactions include 

the reinsurance of the AD&D benefits 

offered under both the Retiree Plan and 

the Actives Plan, the Department has 

amended the language of Section I(a). 

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Federal Register / Vol. 78, No. 61 / Friday, March 29, 2013 / Notices 19325 

Accordingly, Sections I(a) and (b) of the 

exemption read as follows: 

(a) The reinsurance of risks and the 

receipt of premiums therefrom by Red 

Re, an affiliate of TCCC, as the term 

‘‘affiliate’’ is defined in Section III(a)(1) 

below, in connection with group term 

life insurance sold by Metropolitan Life 

Insurance Company or any successor 

insurance company (a Fronting Insurer) 

to The Coca-Cola Company Health and 

Welfare Benefits Plan (the Actives Plan) 

and to The Coca-Cola Company Retiree 

Benefits Plan (the Retiree Plan); and 

(b) The reinsurance of risks and the 

receipt of premiums therefrom by Red 

Re in connection with accidental death 

and dismemberment insurance (AD&D) 

sold by a Fronting Insurer to the Actives 

Plan and to the Retiree Plan; provided 

the conditions set forth in Section II, 

below, are satisfied. 

2. The Department has also clarified 

Section II(d) of the conditions of the 

exemption, as set forth in the Notice on 

page 76780, in column 1, line 2, in order 

to ensure that any benefit enhancements 

that are substituted will approximate 

those that became effective on January 

1, 2013. Accordingly, Section II(d), as 

amended, reads as follows: 

(d) In the initial year of every contract 

involving Red Re and a Fronting 

Insurer, there will be an immediate and 

objectively determined benefit to 

participants and beneficiaries of the 

Plans in the form of increased benefits, 

and such benefits will continue in all 

subsequent years of each contract and in 

every renewal of each contract, and will 

approximate the increase in benefits 

that are effective January 1, 2013, as 

described in the Notice of Proposed 

Exemption (the Notice). 

3. The Department has also clarified 

Section II(j) of the conditions of the 

exemption, as set forth in the Notice on 

page 76780, in column 1, lines 56–68, 

and in column 2, lines 1–2 on its own 

initiative. As published in the Notice, 

Section II(j) states: 

(j) At the conclusion of the five-year 

period (the 5-Year Period), from January 

1, 2013 to December 31, 2017, in which 

MetLife has provided a rate guarantee in 

connection with the provision to 

participants in the Plans of the group 

term life insurance and the AD&D 

coverage which is reinsured by Red Re, 

the I/F will review any renewal of the 

reinsurance of risks and the receipt of 

premiums therefrom by Red Re and 

must determine that the requirements of 

this proposed exemption and the terms 

of the benefit enhancements continue to 

be satisfied. 

The Department notes that the relief 

provided by the exemption will extend 

beyond the five year period in which 

MetLife will provide a rate guarantee in 

connection with the provision to the 

participants in the Plans of the group 

term life insurance and the AD&D 

coverage which is reinsured by Red Re. 

In order to clarify the role of the I/F with 

respect to the renewal of the contract 

with MetLife and all contracts and 

renewals with any Fronting Insurer 

which are reinsured by Red Re, Section 

II(j) has been revised to read as follows: 

(j) In connection with the provision to 

participants in the Plans of the group 

term life insurance and the AD&D 

coverage provided by a Fronting Insurer 

which is reinsured by Red Re, the I/F 

will review all contracts (and all 

renewals of such contracts) of the 

reinsurance of risks and the receipt of 

premiums therefrom by Red Re and 

must determine that the requirements of 

this exemption and the terms of the 

benefit enhancements continue to be 

satisfied. 

4. In addition to the changes 

discussed above, TCCC has requested 

clarifications to the SFR of the Notice. 

a. TCCC states that Representation 6, 

as set forth in the SFR on page 76781, 

in column 1, lines 65–68, omits the fact 

that the Retiree Plan also provides basic 

life insurance to its participants. 

Further, TCCC indicates with respect to 

the last sentence of Representation 6, as 

set forth in the SFR on page 76781, in 

column 2, line 21, the conversion period 

is thirty-one (31) days, not sixty (60) 

days. Finally, TCCC points out that with 

respect to the second paragraph of 

Representation 6, as set forth in the SFR 

on page 76781, in column 2, line 28, 

that the ‘‘retiree only’’ supplemental 

AD&D coverage available includes 

increments of $50,000 and $100,000, as 

well as increments of $200,000, 

$300,000, and $400,000. 

b. TCCC indicates that the proposed 

new AD&D benefit described in 

Representation 13 of the SFR on page 

76782, in column 1, line 58, ends at age 

70 for retirees. 

c. TCCC points out that in 

Representation 15 of the SFR on page 

76782, in column 2, line 22, the 

effective date shown in the second 

sentence should be ‘‘January 1, 2013,’’ 

not ‘‘January 1, 2012.’’ In addition, 

TCCC explains that in Representation 13 

of the SFR on page 76782, in column 2, 

lines 30–35, the coverage maximums in 

the Plans are different. In this regard, 

the text of the SFR, according to TCCC, 

correctly describes the increase in the 

maximum to $2 million in the Actives 

Plan. TCCC also states that the 

maximum coverage applicable to the 

Retiree Plan remains at $1.5 million. 

Finally, TCCC explains that in 

Representation 13 of the SFR on page 

76782, in column 2, lines 54–55, the 

Spouse Education Benefit discussed 

covers four (4) years, rather than three 

(3) years. 

After full consideration and review of 

the entire record, including the written 

comments filed by TCCC, the 

Department has determined to grant the 

exemption, as amended, corrected, and 

clarified above. Comments and 

responses submitted to the Department 

by TCCC have been included as part of 

the public record of the exemption 

application. Copies of the comments 

from TCCC have been posted on the 

Department’s Web site at http:// 

www.dol.gov/ebsa. The complete 

application file (L–11738), including all 

supplemental submissions received by 

the Department, is available for public 

inspection in the Public Documents 

Room of the Employee Benefits Security 

Administration, Room N–1513, U.S. 

Department of Labor, 200 Constitution 

Avenue NW., Washington, DC 20210. 

For a more complete statement of the 

facts and representations supporting the 

Department’s decision to grant this 

exemption, refer to the Notice published 

on December 28, 2012 at 77 FR 76779. 

FURTHER INFORMATION CONTACT: 

Angelena C. Le Blanc of the Department, 

telephone (202) 693–8551 (This is not a 

toll-free number.) 

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/or section 

4975(c)(2) of the Code does not relieve 

a fiduciary or other party in interest or 

disqualified person from certain other 

provisions to which the exemption does 

not apply and the general fiduciary 

responsibility provisions of section 404 

of the Act, which among other things 

require a fiduciary to discharge his 

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 requirement of section 

401(a) of the Code that the plan must 

operate for the exclusive benefit of the 

employees of the employer maintaining 

the plan and their beneficiaries; 

(2) This exemption is supplemental to 

and not in derogation of, any other 

provisions of the Act and/or the Code, 

including statutory or administrative 

exemptions and transactional rules. 

Furthermore, the fact that a transaction 

is subject to an administrative or 

statutory exemption is not dispositive of 

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19326 Federal Register / Vol. 78, No. 61 / Friday, March 29, 2013 / Notices 

1 77 FR 58175 (Sept. 19, 2012), available at 

http://www.copyright.gov/fedreg/2012/ 

77fr58175.pdf. 

whether the transaction is in fact a 

prohibited transaction; and 

(3) The availability of this exemption 

is subject to the express condition that 

the material facts and representations 

contained in the application accurately 

describes all material terms of the 

transaction which is the subject of the 

exemption. 

Signed at Washington, DC, this 26th day of 

March, 2013. 

Lyssa E. Hall, 

Acting Director of Exemption Determinations, 

Employee Benefits Security Administration, 

U.S. Department of Labor. 

[FR Doc. 2013–07380 Filed 3–28–13; 8:45 am] 

BILLING CODE 4510–29–P 

LEGAL SERVICES CORPORATION 

Notice of Funding Availability for 

Calendar Year 2014 Competitive Grant 

Funds Request for Proposals: 2014 

Competitive Grant Funds 

AGENCY: Legal Services Corporation. 

ACTION: Notice. 

SUMMARY: The Legal Services 

Corporation (LSC) is the national 

organization charged with administering 

Federal funds provided for civil legal 

services to low-income people. 

This Request for Proposals (RFP) 

announces the availability of 

competitive grant funds and is soliciting 

grant proposals from interested parties 

who are qualified to provide effective, 

efficient and high quality civil legal 

services to eligible clients in the service 

area(s) of the states and territories 

identified below. The exact amount of 

congressionally appropriated funds and 

the date, terms, and conditions of their 

availability for calendar year 2014 have 

not been determined. 

DATES: This RFP is available the week of 

April 8, 2013. Legal Services 

Corporation must receive all applicants’ 

Notice of Intent to Compete (NIC) on or 

before May 10, 2013, 5:00 p.m., E.T. 

Other key application and filing dates, 

including the dates for filing grant 

applications, are published at 

www.grants.lsc.gov/resources/notices. 

ADDRESSES: Legal Services Corporation: 

Competitive Grants, located at 3333 K 

Street NW., Third Floor, Washington, 

DC, 20007–3522. 

FOR FURTHER INFORMATION CONTACT: The 

Office of Program Performance by email 

at competition@lsc.gov, or visit the 

grants competition Web site at 

www.grants.lsc.gov. 

SUPPLEMENTARY INFORMATION: LSC will 

accept proposals from any of the 

following entities: (1) Non-profit 

organizations that have as a purpose the 

provision of legal assistance to eligible 

clients; (2) private attorneys; (3) groups 

of private attorneys or law firms; (4) 

state or local governments; or (5) substate regional planning and coordination 

agencies that are composed of sub-state 

areas and whose governing boards are 

controlled by locally elected officials. 

The RFP, containing the NIC and 

grant application, guidelines, proposal 

content requirements, service area 

descriptions, and specific selection 

criteria, will be available at 

www.grants.lsc.gov the week of April 8, 

2013. 

Below are the service areas for which 

LSC is requesting grant proposals. 

Service area descriptions will be 

available at www.grants.lsc.gov/aboutgrants/where-we-fund. LSC will post all 

updates and/or changes to this notice at 

www.grants.lsc.gov. Interested parties 

are asked to visit www.grants.lsc.gov 

regularly for updates on the LSC 

competitive grants process. 

State or Territory Service 

Area(s) 

Alabama ................................ MAL. 

American Samoa ................... AS–1. 

Arizona .................................. AZ–2, AZ–3, 

AZ–5, MAZ, 

NAZ–5, 

NAZ–6. 

Arkansas ............................... AR–6, AR–7, 

MAR. 

California ............................... CA–1, CA–27, 

CA–28, 

NCA–1. 

Connecticut ........................... CT–1. 

Delaware ............................... MDE. 

District of Columbia ............... DC–1. 

Illinois .................................... IL–3, IL–7. 

Kentucky ................................ KY–10, KY–2, 

KY–5, KY– 

9, MKY. 

Louisiana ............................... LA–1, LA–12, 

MLA. 

Maryland ................................ MD–1, MMD. 

Massachusetts ...................... MA–10, MA– 

11. 

Michigan ................................ MI–12, MI–13, 

MI–15, MI– 

9, MMI, 

NMI–1. 

Minnesota .............................. MN–1, MN–4, 

MN–5, MN– 

6, MMN. 

Mississippi ............................. MS–10, MS– 

9, MMS, 

NMS–1. 

Missouri ................................. MO–3, MO–4, 

MO–5, MO– 

7, MMO. 

New Hampshire ..................... NH–1. 

New Mexico ........................... NM–1, NM–5, 

MNM, 

NNM–2, 

NNM–4. 

New York ............................... NY–9. 

State or Territory Service 

Area(s) 

North Dakota ......................... ND–3, MND, 

NND–3. 

Ohio ....................................... OH–18, OH– 

20, OH–21, 

OH–23, 

MOH. 

Oklahoma .............................. MOK, NOK–1. 

Pennsylvania ......................... PA–24. 

Puerto Rico ........................... PR–2. 

South Dakota ........................ SD–2, SD–4, 

NSD–1. 

Tennessee ............................. TN–10, TN–4, 

TN–7, TN– 

9, MTN. 

Texas ..................................... TX–13, TX– 

14, TX–15, 

MTX, NTX– 

1. 

Vermont ................................. VT–1. 

Virginia .................................. VA–17, VA– 

18, VA–19, 

VA–20, 

MVA. 

West Virginia ......................... WV–5. 

Wisconsin .............................. WI–5, MWI. 

Wyoming ............................... WY–4, NWY– 

1. 

Dated: March 21, 2013. 

Victor Fortuno, 

General Counsel & Vice President, Legal 

Services Corporation. 

[FR Doc. 2013–07269 Filed 3–28–13; 8:45 am] 

BILLING CODE 7050–01–P 

LIBRARY OF CONGRESS 

United States Copyright Office 

[Docket No. 2013–3] 

Resale Royalty Right; Public Hearing 

AGENCY: U.S. Copyright Office, Library 

of Congress. 

ACTION: Notice of public hearing. 

SUMMARY: The United States Copyright 

Office will host a public hearing to 

discuss issues relating to the 

consideration of a federal resale royalty 

right in the United States. The meeting 

will provide a forum for interested 

parties to address the legal and factual 

questions raised in the comments 

received by this Office in response to its 

September 2012 Notice of Inquiry.1

DATES: The public hearing will take 

place on April 23, 2013, from 1:00 p.m. 

to 5:00 p.m. The Copyright Office 

strongly prefers that requests for 

participation be submitted 

electronically. A participation request 

form is posted on the Copyright Office 

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