Federal Register / Vol. 73, No. 12 / Thursday, January 17, 2008 / Notices 3291 

exercise its regulatory authority over the 

market for Rule 144A Securities, in the 

event that it detects improper practices 

or fraud. 

39. The Applicant represents that this 

regulatory structure provides a 

considerable incentive to the issuer of 

the securities and the members of the 

selling syndicate to insure that the 

information contained in a Rule 144A 

offering memorandum is complete and 

accurate in all material respects. Among 

other things, the lead manager typically 

obtains an opinion from a law firm, 

commonly referred to as a ‘‘l0b–5’’

opinion, stating that the law firm has no 

reason to believe that the offering 

memorandum contains any untrue 

statement of material fact or omits to 

state a material fact necessary in order 

to make sure the statements made, in 

light of the circumstances under which 

they were made, are not misleading. 

40. The Applicant represents that 

Rule 144A offerings generally are 

structured in the same manner as 

underwritten registered offerings. The 

major difference is that a Rule l44A 

offering uses an offering memorandum 

rather than a prospectus that is filed 

with the SEC. The marketing process is 

the same in most respects, except that 

the selling efforts are limited to 

contacting QIBs and there are no general 

solicitations for buyers (e.g., no general 

advertising). In addition, the Affiliated 

Broker-Dealer’s role in these offerings is 

typically that of a lead or co-manager. 

Generally, there are no non-manager 

members in a Rule 144A selling 

syndicate. However, the Applicant 

requests that the proposed exemption 

extend to authorization for situations 

where the Affiliated Broker-Dealer acts 

only as a syndicate member, not as a 

manager. 

Summary 

41. The proposed exemption is 

administratively feasible. In this regard, 

compliance with the terms and 

conditions of the proposed exemption 

will be verifiable and subject to audit. 

42. The proposed exemption is in the 

interest of participants and beneficiaries 

of Client Plans that engage in the 

covered transactions. In this regard, it is 

represented that the proposed 

exemption will increase investment 

opportunities and will reduce 

administrative costs for Client Plans. 

43. In summary, the Applicant 

represents that the proposed 

transactions will satisfy the statutory 

criteria for an exemption set forth in 

section 408(a) of the Act because: 

(a) The Client Plans and In-House 

Plans will gain access to desirable 

investment opportunities; 

(b) In each offering, the Asset Manager 

will purchase the securities for its Client 

Plans and In-House Plans from an 

underwriter or broker-dealer other than 

the Affiliated Broker-Dealer; 

(c) Conditions similar to those of PTE 

75–1, Part III, will restrict the types of 

securities that may be purchased, the 

types of underwriting or selling 

syndicates and issuers involved, and the 

price and timing of the purchases; 

(d) The amount of securities that the 

Asset Manager may purchase on behalf 

of Client Plans and In-House Plans will 

be subject to percentage limitations; 

(e) The Affiliated Broker-Dealer will 

not be permitted to receive, either 

directly, indirectly or through 

designation, any selling concessions 

with respect to the securities sold to the 

Asset Manager for the account of a 

Client Plan or an In-House Plan; 

(f) Prior to any purchase of securities, 

the Asset Manager will make the 

required disclosures to an Independent 

Fiduciary of each Client Plan and obtain 

the required written authorization to 

engage in the covered transactions; 

(g) The Asset Manager will provide 

regular reporting to an Independent 

Fiduciary of each Client Plan with 

respect to all securities purchased 

pursuant to the exemption, if granted; 

(h) Each Client Plan and each InHouse Plan will be subject to net asset 

requirements, with certain exceptions 

for Pooled Funds; and 

(i) The Asset Manager must have total 

assets under management in excess of 

$5 billion and shareholders’ or partners’

equity in excess of $1 million, in 

addition to qualifying as a QPAM, 

pursuant to Part V(a) of PTE 84–14. 

Notice To Intersted Persons: The 

Applicant represents that because those 

potentially interested Plans proposing to 

engage in the covered transactions 

cannot all be identified, the only 

practical means of notifying 

Independent Plan Fiduciaries or Plan 

Participants of such affected Plans is by 

publication of the proposed exemption 

in the Federal Register. Therefore, any 

comments from interested persons must 

be received by the Department no later 

than 30 days from the publication of 

this notice of proposed exemption in the 

Federal Register. 

FOR FURTHER INFORMATION CONTACT: Mr. 

Gary H. Lefkowitz of the Department, 

telephone (202) 693–8546. (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 of the Act and/or 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, 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) Before an exemption may be 

granted under section 408(a) of the Act 

and/or section 4975(c)(2) of the Code, 

the Department must find that the 

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; 

(3) The proposed exemptions, if 

granted, will be supplemental to, and 

not in derogation of, any other 

provisions of the Act and/or the Code, 

including statutory or administrative 

exemptions and transitional rules. 

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 

(4) The proposed exemptions, if 

granted, will be subject to the express 

condition that the material facts and 

representations contained in each 

application are true and complete, and 

that each application accurately 

describes all material terms of the 

transaction which is the subject of the 

exemption. 

Signed at Washington, DC, this 14th day of 

January, 2008. 

Ivan Strasfeld, 

Director of Exemption Determinations, 

Employee Benefits Security Administration. 

U.S. Department of Labor. 

[FR Doc. E8–799 Filed 1–16–08; 8:45 am] 

BILLING CODE 4510–29–P 

DEPARTMENT OF VETERANS 

AFFAIRS 

Advisory Committee on Women 

Veterans; Notice of Meeting 

The Department of Veterans Affairs 

(VA) gives notice under Public Law 92–

463 (Federal Advisory Committee Act) 

that the Advisory Committee on Women 

mstockstill on PROD1PC66 with NOTICES

3292 Federal Register / Vol. 73, No. 12 / Thursday, January 17, 2008 / Notices 

Veterans will meet February 19–21, 

2008 at 1575 I Street, NW., Washington, 

DC, from 8:30 a.m.–4:30 p.m., each day. 

The meeting is open to the public. 

The purpose of the Committee is to 

advise the Secretary of Veterans Affairs 

regarding the needs of women veterans 

with respect to health care, 

rehabilitation, compensation, outreach, 

and other programs and activities 

administered by VA designed to meet 

such needs. The Committee will make 

recommendations to the Secretary 

regarding such programs and activities. 

On February 19, the agenda will 

include overviews of the Veterans 

Health Administration, the Veterans 

Benefits Administration, the National 

Cemetery Administration, an update on 

the 2006 Advisory Committee on 

Women Veterans report, an update on 

the activities conducted by the Center 

for Women Veterans, research, homeless 

veteran initiatives, and an overview of 

the Federal Recovery Center. On 

February 20, the agenda will include 

discussion of standardized training for 

health care affiliates and post graduates, 

discussion of improving outreach to 

women veterans, and an update on 

National Center for PTSD Expert 

Workgroup research—‘‘Best Practice 

Manual for PTSD Compensation and 

Pension Examination’’. On February 21, 

the agenda will focus on preparation of 

the 2008 Advisory Committee on 

Women Veterans report. The agenda 

will also include any new issues that 

the Committee members may introduce. 

Any member of the public wishing to 

attend should contact Ms. Shannon L. 

Middleton, at the Department of 

Veterans Affairs, Center for Women 

Veterans (OOW), 810 Vermont Avenue, 

NW., Washington, DC 20420. Ms. 

Middleton may be contacted either by 

phone at (202) 461–6193, fax at (202) 

273–7092, or e-mail at 

OOW@mail.va.gov. Interested persons 

may attend, appear before, or file 

statements with the Committee. Written 

statements must be filed before the 

meeting, or within 10 days after the 

meeting. 

Dated: January 11, 2008. 

By direction of the Secretary. 

E. Philip Riggin 

Committee Management Officer. 

[FR Doc. 08–126 Filed 1–16–08; 8:45 am] 

BILLING CODE 8320–01–M 

OFFICE OF PERSONNEL 

MANAGEMENT 

Submission for OMB Emergency 

Clearance and 60 Day Notice for 

Comment for a New Information 

Collection Request; Retirement 

Systems Modernization Defined 

Benefits Technology Solution (DBTS) 

OMB No. 3206–XXXX 

AGENCY: Office of Personnel 

Management (OPM). 

ACTION: Notice. 

SUMMARY: In accordance with the 

Paperwork Reduction Act of 1995 (Pub. 

L. 104–13, May 22, 1995), this notice 

announces that the Office of Personnel 

Management (OPM) submitted a request 

to the Office of Management and Budget 

(OMB) for emergency clearance and 

review for emergency clearance 

collection for the Defined Benefits 

Technology Solution (DBTS) in support 

of the Retirement Systems 

Modernization (RSM) project at OPM. 

Approval of the DBTS is necessary to 

ensure timely administration of 

retirement benefits to both active and 

retired federal employees and their 

dependents. This also serves as the 60 

Day Notice for full clearance review. 

Approximately 23,000 active federal 

employees will gain access to the DBTS 

starting in February 2008 and will have 

access to the tool; The subset of 

annuitants and other members of the 

public from this initial user group that 

will be using the tool starting in 

February can not be determined at the 

time of this submission however the 

audience will likely be significantly 

smaller than the active population. We 

estimate it will take approximately 20 

minutes to complete most of the 

information collections associated with 

the DBTS. The majority of information 

collections for the DBTS are done via 

the internet using the Your Benefits 

Resources (YBR) Web site. The annual 

estimated burden is 2,733 hours. 

Comments are particularly invited on: 

• Whether this information is 

necessary for the proper performance of 

functions on the Office of Personnel 

Management, and whether it will have 

practical utility; 

• Whether our estimate of the public 

burden of this collection of information 

is accurate, and based on valid 

assumptions and methodology; and 

• Ways in which we can minimize 

the burden of the collection of 

information on those who are to 

respond, through the use of appropriate 

technological collection techniques or 

other forms of information technology. 

For copies of this proposal, contact 

Mary Beth Smith-Toomey, OPM PRA 

and Forms Officer, at (202) 606–8358, 

Fax (202) 418–3251 or via e-mail to 

MaryBeth.Smith-Toomey@opm.gov. 

Please include your complete mailing 

address with your request. 

DATES: Comments on this proposal for 

emergency review should be received 

within 15 calendar days from the date 

of this publication. We are requesting 

OMB to take action within 10 calendar 

days from the close of this Federal 

Register Notice on the request for 

emergency review. Comments on this 

proposal for 60 Day review should be 

received within 60 calendar days from 

the date of this publication. 

ADDRESSES: Send or deliver comments 

to: 

Thomas O’Keefe, Retirement Systems 

Modernization, U.S. Office of 

Personnel Management, 1900 E Street, 

NW., Room 4H30, Washington, DC 

20415; and 

Brenda Aguilar, OPM Desk Officer, 

Office of Management and Budget, 

Office of Information and Regulatory 

Affairs, New Executive Office 

Building, NW., Room 10235, 

Washington, DC 20503. 

U.S. Office of Personnel Management, 

Howard Weizmann, 

Deputy Director. 

[FR Doc. E8–808 Filed 1–16–08; 8:45 am] 

BILLING CODE 6325–38–P 

RAILROAD RETIREMENT BOARD 

Agency Forms Submitted for OMB 

Review, Request for Comments 

SUMMARY: In accordance with the 

Paperwork Reduction Act of 1995 (44 

U.S.C. Chapter 35), the Railroad 

Retirement Board (RRB) is forwarding 

an Information Collection Request (ICR) 

to the Office of Information and 

Regulatory Affairs (OIRA), Office of 

Management and Budget (OMB) to 

request a revision to a currently 

approved collection of information: 

3220–0127, Financial Disclosure 

Statement. Our ICR describes the 

information we seek to collect from the 

public. Review and approval by OIRA 

ensures that we impose appropriate 

paperwork burdens. 

The RRB invites comments on the 

proposed collection of information to 

determine (1) the practical utility of the 

collection; (2) the accuracy of the 

estimated burden of the collection; (3) 

ways to enhance the quality, utility and 

clarity of the information that is the 

subject of collection; and (4) ways to 

minimize the burden of collections on 

respondents, including the use of 

automated collection techniques or 

mstockstill on PROD1PC66 with NOTICES