Federal Register / Vol. 76, No. 113 / Monday, June 13, 2011 / Notices 34253 

1Pursuant to 29 CFR 2510.3–2(d), the IRA is not 

within the jurisdiction of Title I of the Employee 

Retirement Income Security Act of 1974 (the Act). 

However, there is jurisdiction under Title II of the 

Act pursuant to section 4975 of the Code. 

The ACVETEO’s authorizing 

legislation is codified at 38 U.S.C. 4110. 

It is established in accordance with the 

Federal Advisory Committee Act 

(FACA), 5 U.S.C. App. 2, as amended. 

The ACVETEO is responsible for 

assessing employment and training 

needs of Veterans and their integration 

into the workforce; determining the 

extent to which the programs and 

activities of the Department of Labor 

(DOL) are meeting such needs; assisting 

the Assistant Secretary of Veterans’ 

Employment and Training (ASVET) in 

outreach to employers regarding 

training and skills of Veterans and 

advantages afforded employers by hiring 

Veterans; making recommendations to 

the Secretary of Labor, through the 

ASVET, with respect for outreach 

activities and the employment and 

training of Veterans; and carrying out 

such other activities necessary to 

making required reports and 

recommendations. The statute requires 

the ACVETEO to meet at least quarterly 

and to submit an annual report by 

December 31 of each year on the prior 

year’s activities to the Secretary and the 

Committees on Veterans’ Affairs of the 

House of Representatives and the 

Senate. 

SUPPLEMENTARY INFORMATION: As 

established by statute, the membership 

of the ACVETEO must consist of at least 

12, but no more than 16, individuals 

appointed by the Secretary of Labor: 

• Seven individuals, one each from 

among representatives nominated by 

each of the following service 

organizations: the Society for Human 

Resource Management, the Business 

Roundtable, the National Association of 

State Workforce Agencies, the United 

States Chamber of Commerce, the 

National Federation of Independent 

Business, a nationally recognized labor 

union or organization, and the National 

Governors Association. 

• Not more than five individuals from 

among representatives nominated by 

veterans’ service organizations that have 

a national employment program. 

• No more than five individuals who 

are recognized authorities in the fields 

of business, employment, training, 

rehabilitation, or labor and who are not 

employees of the Department of Labor. 

In addition, the following, or their 

representatives, are ex-officio, nonvoting members: Secretaries of Veterans 

Affairs and Defense; Director of the 

Office of Personnel Management; 

Assistant Secretary of Labor for 

Veterans’ Employment and Training; the 

Assistant Secretary of Labor for 

Employment and Training; and the 

Administrator of the Small Business 

Administration. 

The ACVETEO is a non-discretionary 

advisory committee required by law and 

provides valuable advice to the 

Secretary of Labor. Therefore, the 

Department has determined that it is 

necessary and in the public interest to 

reestablish the committee. 

FOR FURTHER INFORMATION CONTACT: The 

Veterans’ Employment and Training 

Service (VETS) is responsible for 

providing the necessary support for the 

ACVETEO. The Director, Strategic 

Outreach and Legislative Affairs within 

VETS will serve as the Designated 

Federal Official (DFO). Individuals 

requesting further information should 

contact Nancy Hogan, Designated 

Federal Official, at (202) 693–4700. 

Signed in Washington, DC, this 7th day of 

June 2011. 

John McWilliam, 

Deputy Assistant Secretary. Veterans’ 

Employment and Training Service. 

[FR Doc. 2011–14579 Filed 6–10–11; 8:45 am] 

BILLING CODE 4510– 79–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: D–11632, 2011–10, 

William W. Etherington IRA (the Plan); 

D–11642, 2011–11, H–E–B Brand 

Savings and Retirement Plan (the Plan) 

and H.E. Butt Grocery Company (the 

Company); L–11625, 2011–12, The 

International Union of Painters and 

Allied Trades Finishing Trades Institute 

(the Plan or the Applicants); and L– 

11641, 2011–13, Ford Motor Company 

(the Applicant) 

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 (55 FR 32836, 

32847, August 10, 1990) 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. 

William W. Etherington IRA (the IRA); 

Located in Park City, Utah; [Prohibited 

Transaction Exemption 2011–10; 

Exemption Application No. D–11632] 

Exemption 

The sanctions resulting from the 

application of section 4975 of the Code, 

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

through (E) of the Code, shall not apply 

to the sale (the Sale) by the IRA to 

William W. Etherington and his wife, 

Paula D. Etherington (the Applicants), 

disqualified persons with respect to the 

IRA,1 of the IRA’s 80% interest (the 

Interest) in certain residential real 

property (the Property); provided that: 

(a) The terms and conditions of the 

Sale are at least as favorable to the IRA 


emcdonald on DSK2BSOYB1PROD with NOTICES
34254 Federal Register / Vol. 76, No. 113 / Monday, June 13, 2011 / Notices 

2Representations 27–30 of the notice of proposed 

exemption describe the Appraisal and the 

approaches considered by the Appraiser. 

3Mr. Etherington stated that he was charged 

approximately $600 for the Appraisal and $300 for 

an additional one page written submission that was 

requested by the Department. 

as those obtainable in an arm’s length 

transaction with an unrelated party; 

(b) The Sale is a one-time transaction 

for cash; 

(c) As consideration, the IRA receives 

the fair market value of the Interest as 

determined by a qualified, independent 

appraiser, in an updated appraisal on 

the date of Sale; and 

(d) The IRA pays no real estate 

commissions, costs, fees, or other 

expenses with respect to the Sale. 

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 April 14, 2011. 

During the comment period, the 

Department received one written 

comment from the Applicants, which 

was submitted by Mr. Etherington, the 

owner of the IRA. The Department 

received no hearing requests. 

The Applicants’ Comment 

The Applicants’ comment concerned 

their desire to use a different qualified, 

independent appraiser than Mary Mau 

of Second Opinion Appraisal, Inc. (the 

Appraiser), the individual who 

performed the original appraisal (the 

Appraisal) of the Property on February 

10, 2010, in order to determine the fair 

market value of the Interest. Condition 

(c) of the proposed exemption provides 

that the Interest’s appraised value, 

which is based on the underlying value 

of the Property, must be updated on the 

date of Sale.2 Because the date of the 

Sale will have occurred in excess of one 

year after the Property’s Appraisal, the 

Department is requiring the Applicants 

to obtain an updated appraisal (the 

Update) on or before the date of Sale in 

order to satisfy the requirements of 

Condition (c) of the proposal. To the 

extent that the Update is obtained prior 

to the Sale, the Appraiser must provide 

a confirmation (either orally or in 

writing) that the fair market value of the 

Property on the date of the Sale has not 

changed. If the Appraiser determines 

that there has been a change in the fair 

market value of the Property on the date 

of the Sale, then they must provide an 

additional Update (either orally or in 

writing) setting forth the fair market 

value of the Property. This will ensure 

that the Applicants will purchase the 

Interest from the IRA at fair market 

value. Mr. Etherington has requested 

that the Applicants be allowed to obtain 

the Update, including any confirmation 

or additional Update of the Property’s 

fair market value on the date of the Sale, 

using a qualified, independent appraiser 

other than the Appraiser. 

In conversations with the Department, 

Mr. Etherington stated that he was 

dissatisfied with the responsiveness of 

the Appraiser and the cost of her 

services. In this regard, Mr. Etherington 

represented that, after the Appraisal was 

conducted, it took the Appraiser in 

excess of three months to submit 

additional representations concerning 

her status as a qualified independent 

appraiser, along with copies of 

supporting documentation, which had 

been requested by the Department. Mr. 

Etherington stated that, during this 

period, he had attempted to contact the 

Appraiser on numerous occasions to 

request that the submission of the 

additional information be expedited, but 

the Appraiser was unresponsive to his 

inquiries. Furthermore, the Appraiser 

requested an additional fee for such 

submission, which Mr. Etherington 

viewed as unreasonable because he did 

not believe that the Applicants should 

be forced to pay an extra fee for 

information that was requested by the 

Department in connection with the 

Appraisal.3 Finally, according to Mr. 

Etherington, the Appraiser has 

requested a $600 fee to perform the 

Update and an additional fee for a 

verbal confirmation as to the Property’s 

value on the date of the Sale, to be 

negotiated at such time. 

Accordingly, the Applicants have 

retained Mr. Don Baxter of the Baxter 

Realty Group, located in Kailua, Hawaii, 

to perform the Update on the Property. 

According to Mr. Etherington, Mr. 

Baxter is a Certified Residential 

Appraiser, licensed under the State of 

Hawaii, and has no personal 

relationship with the Applicants or any 

interest in the Property or the Sale. In 

his comment, Mr. Etherington states that 

Mr. Baxter will charge $575.92 for the 

Update and will provide a verbal 

confirmation of the Property’s value on 

the date of Sale for free, if the Property’s 

fair market value has not changed. 

According to Mr. Etherington, if the 

Property’s value has changed on the 

date of Sale, then Mr. Baxter will 

provide an additional Update, at a fee to 

be determined at the time. Finally, in 

his comment letter, Mr. Etherington 

represents that Mr. Baxter will earn less 

than 1% of his annual income from the 

Applicants and he understands that the 

Update will be used for the purpose of 

obtaining an exemption from the 

Department for the Sale. 

The Department’s Response 

It is the Department’s understanding 

that the Update, and any necessary 

verbal confirmation at the time of the 

Sale, will be conducted by a qualified, 

independent appraiser, as required 

under the Department’s policies and 

exemption procedures, and in 

compliance with Condition (c) of the 

proposal. Therefore, based on Mr. 

Etherington’s comment letter, the 

Department concurs with the 

Applicants’ request to retain a new 

qualified, independent appraiser to 

perform the Update, and takes note of 

any corresponding changes to the 

proposed exemption. 

After giving full consideration to the 

entire record, including the Applicants’ 

written comment, the Department has 

decided to grant the exemption, as 

described above. The complete 

application file is made 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 proposed 

exemption published in the Federal 

Register on March 15, 2011 at 76 FR 

14090. 

FOR FURTHER INFORMATION CONTACT: Mr. 

Warren Blinder of the Department at 

(202) 693–8553. (This is not a toll-free 

number.) 

H–E–B Brand Savings and Retirement 

Plan (the Plan) and H.E. Butt Grocery 

Company (the Company); Located in 

San Antonio, Texas.; [Prohibited 

Transaction Exemption No. 2011–11; 

Application No. D–11642] 

Exemption 

The restrictions of section 406(a), 

section 406(b)(1), and section 406(b)(2) 

of the Act and the sanctions resulting 

from the application of 4975 of the Code 

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

through (E) of the Code shall not apply 

to the sale of real property (the Property) 

by the Plan to the Company, a party in 

interest with respect to the Plan; 

provided the following conditions are 

satisfied: 

(a) The sale of the Property is a onetime transaction for cash; 

(b) The Plan will receive from the 

proceeds of the sale of the Property a 

sales price in the amount of $2,762,566, 

plus an amount equal to $432,618 (the 


emcdonald on DSK2BSOYB1PROD with NOTICES
Federal Register / Vol. 76, No. 113 / Monday, June 13, 2011 / Notices 34255 

4To the extent that the independent auditor 

raises issues with respect to the payments, the 

Trustees have an obligation to address them in a 

manner consistent with their fiduciary 

responsibilities pursuant to section 404 of the Act. 

total of all real estate taxes and expenses 

incurred by the Plan as a result of 

holding the Property from the date the 

Plan purchased the Property through 

December 31, 2009), plus an additional 

amount equal to the total of all real 

estate taxes and expenses from January 

1, 2010, to the date of the sale of the 

Property to the Company; 

(c) The terms and conditions of the 

sale are at least as favorable to the Plan 

as those obtainable in an arm’s length 

transaction with an unrelated party; and 

(d) The Plan pays no fees, 

commissions, or other expenses in 

connection with the sale of the Property 

to the Company; and 

(e) Prior to entering into the subject 

transaction, the trustees of the Plan 

determine that the sale of the Property 

is feasible, protective of, and in the 

interest of the Plan and its participants 

and beneficiaries. 

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 

March 15, 2011, at 76 FR 14094. 

FOR FURTHER INFORMATION CONTACT: Ms. 

Angelena C. Le Blanc of the Department, 

telephone (202) 693–8540. (This is not 

a toll-free number.) 

The International Union of Painters 

and Allied Trades Finishing Trades 

Institute (the Plan or the Applicant); 

Located in Hanover, Maryland; 

[Prohibited Transaction Exemption 

2011–12; Exemption Application No. L– 

11625] 

Exemption 

The restrictions of sections 

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

406(b)(2) of the Act shall not apply to 

the payment for lodging and meals by 

the Plan to the International Union of 

Painters and Allied Trades, AFL–CIO 

(the Union), a party in interest with 

respect to the Plan, in a residence hall 

(the Residence Hall) owned by the 

Union through its wholly-owned entity 

IUPAT Building Corporation LLC (the 

Building Corporation), provided that the 

following conditions are satisfied: 

(a) An independent, qualified 

fiduciary (the I/F), acting on behalf of 

the Plan, determines prior to entering 

into the transaction that the transaction 

is feasible, in the interest of, and 

protective of the Plan and the 

participants and beneficiaries of the 

Plan; 

(b) Before the Plan enters into the 

proposed transaction, the I/F reviews 

the transaction, ensures that the terms of 

the transaction are at least as favorable 

to the Plan as an arm’s length 

transaction with an unrelated party, and 

determines whether or not to approve 

the transaction, in accordance with the 

fiduciary provisions of the Act; 

(c) The I/F monitors compliance with 

the terms and conditions of this 

exemption, as described herein, and 

ensures that such terms and conditions 

are at all times satisfied; 

(d) The I/F monitors compliance with 

the terms of the written agreement (the 

Agreement) between the Plan and the 

Union, and takes any and all steps 

necessary to ensure that the Plan is 

protected, including, but not limited to, 

agreeing to extend the Agreement on an 

annual basis or exercising his authority 

to terminate the Agreement on 30 days’ 

written notice; 

(e) The payments by the Plan for the 

lodging at the Residence Hall and for 

the meals provided under the 

Agreement and under the terms of any 

subsequent extension of the Agreement 

are at no time greater than their fair 

market value, as determined by the I/F; 

(f) The subject transaction is on terms 

and at all times remains on terms that 

are at least as favorable to the Plan as 

those that would have been negotiated 

under similar circumstances at arm’slength with an unrelated third party; 

(g) The Applicant’s independent 

auditor will perform an annual audit for 

the Plan to verify whether the Plan paid 

the proper amounts with respect to the 

subject transaction. In this regard, the 

written audit report for each year must 

identify, as applicable, any errors or 

irregularities relating to such payments, 

any internal control weaknesses that 

must be addressed under generally 

accepted auditing standards, and any 

recordkeeping matters that would 

impede the auditor from properly 

auditing such payments. To the extent 

there are any discrepancies as to the 

foregoing matters, the independent 

auditor will promptly communicate 

them to the Board of Trustees of the 

Plan (the Trustees), who will, in turn, 

promptly notify the I/F about such 

discrepancies.4

(h) The transaction is appropriate and 

helpful in carrying out the purposes for 

which the Plan is established or 

maintained; 

(i) The Trustees maintain, or cause to 

be maintained within the United States 

for a period of six (6) years in a manner 

that is convenient and accessible for 

audit and examination, such records as 

are necessary to enable the persons 

described, below, in paragraph (j)(1) of 

this exemption to determine whether 

the conditions of this exemption have 

been met; except that— 

(1) If the records necessary to enable 

the persons described, below, in 

paragraph (j)(1) of this exemption to 

determine whether the conditions of 

this exemption have been met are lost 

or destroyed, due to circumstances 

beyond the control of the Trustees, then 

a separate prohibited transaction will 

not be considered to have occurred 

solely on the basis of the unavailability 

of those records; and 

(2) No party in interest, other than the 

Trustees, shall be subject to the civil 

penalty that may be assessed under 

section 502(i) of the Act, or to the taxes 

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

the Code, if the records are not 

maintained, or are not available for 

examination as required by paragraph (i) 

of this exemption; and 

(j)(1) Except as provided, below, in 

paragraph (j)(2) of this exemption and 

notwithstanding any provisions of 

sections (a)(2) and (b) of section 504 of 

the Act, the records referred to in 

paragraph (i) of this exemption are 

unconditionally available at their 

customary location for examination 

during normal business hours by: 

(A) Any duly authorized employee or 

representative of the Department, the 

Internal Revenue Service, or any other 

applicable federal or state regulatory 

agency; 

(B) Any fiduciary of the Plan, or any 

duly authorized representative of such 

fiduciary; 

(C) Any contributing employer to the 

Plan and any employee organization 

whose members are covered by the Plan, 

or any duly authorized employee or 

representative of these entities; or 

(D) Any participant or beneficiary of 

the Plan, or any duly authorized 

representative of such participant or 

beneficiary. 

(2) None of the persons described, 

above, in paragraph (j)(1)(B)–(D) of this 

exemption are authorized to examine 

trade secrets or commercial or financial 

information that is privileged or 

confidential. 

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 (the Notice) 

published on March 15, 2011 at 76 FR 

14096. The Department received no 

comments or hearing requests with 

respect to the Notice. 

For Further Information Contact: Gary 

H. Lefkowitz of the Department, 

telephone (202) 693–8546 (This is not a 

toll-free number.) 


emcdonald on DSK2BSOYB1PROD with NOTICES
34256 Federal Register / Vol. 76, No. 113 / Monday, June 13, 2011 / Notices 

5Because the Ford VEBA Plan is not qualified 

under section 401 of the Code, there is no 

jurisdiction under Title II of the Act pursuant to 

section 4975 of the Code. However, there is 

jurisdiction under Title I of the Act. 

Ford Motor Company (the Applicant); 

Located in Detroit, MI; [Prohibited 

Transaction Exemption (PTE) 2011–13; 

Exemption Application No. L–11641] 

Exemption 

Section I. Covered Transactions 5

(a) The restrictions of sections 

406(a)(1)(A), 406(a)(1)(B), 406(a)(1)(E), 

406(a)(2), 406(b)(1), 406(b)(2) and 407(a) 

of ERISA shall not apply to the 

following transactions: 

(1) The acquisition by the UAW Ford 

Retirees Medical Benefits Plan (the Ford 

VEBA Plan) and its funding vehicle, the 

UAW Retiree Medical Benefits Trust 

(the VEBA Trust) of: (i) The LLC 

Interests; (ii) New Note A; (iii) New 

Note B (together with New Note A, the 

New Notes); and (iv) Warrants, 

transferred by Ford and deposited in the 

Ford Employer Security Sub-Account of 

the Ford Separate Retiree Account of the 

VEBA Trust. 

(2) The acquisition by the Ford VEBA 

Plan of shares of Ford Common Stock 

pursuant to Ford’s right to settle its 

payment obligations under New Note B 

in shares of Ford Common Stock (i.e., 

Payment Shares), consistent with the 

2009 Settlement Agreement; 

(3) The acquisition by the Ford VEBA 

Plan of shares of Ford Common Stock 

pursuant to (i) The Independent 

Fiduciary’s exercise of all or a pro rata 

portion of the Warrants, consistent with 

the 2009 Settlement Agreement and (ii) 

an adjustment, substitution, conversion, 

or other modification of Ford Common 

Stock in connection with a 

reorganization, restructuring, 

recapitalization, merger, or similar 

corporate transaction, provided that 

each holder of Ford Common Stock is 

treated in an identical manner; 

(4) The holding by the Ford VEBA 

Plan of the aforementioned Securities in 

the Ford Employer Security SubAccount of the Ford Separate Retiree 

Account of the VEBA Trust, consistent 

with the 2009 Settlement Agreement; 

(5) The deferred payment of any 

amounts due under New Note B by Ford 

pursuant to the terms thereunder; 

(6) The disposition of the Securities 

by the Independent Fiduciary; and 

(7) The amendment of New Note B 

pursuant to the execution of the Note 

Agreement. 

(b) The restrictions of sections 

406(a)(1)(A), 406(b)(1), and 406(b)(2) of 

ERISA shall not apply to the sale of 

Ford Common Stock or Warrants held 

by the Ford VEBA Plan to Ford in 

accordance with the Right of First Offer 

or a Ford self-tender under the 

Securityholder and Registration Rights 

Agreement. 

(c) The restrictions of sections 

406(a)(1)(B), 406(a)(1)(D), 406(b)(1), and 

406(b)(2) of ERISA shall not apply to: 

(1) The extension of credit or transfer 

of assets by Ford, the Ford Retiree 

Health Plan, or the Ford VEBA Plan in 

payment of a benefit claim that was the 

responsibility and legal obligation, 

under the terms of the applicable plan 

documents, of one of the other parties 

listed in this paragraph; 

(2) The reimbursement by Ford, the 

Ford Retiree Health Plan, or the Ford 

VEBA Plan, of a benefit claim that was 

paid by another party listed in this 

paragraph, which was not legally 

responsible for the payment of such 

claim, plus interest; 

(3) The retention of an amount by 

Ford until payment to the Ford VEBA 

Plan resulting from an overaccrual of 

pre-transfer expenses attributable to the 

TAA or the retention of an amount by 

the Ford VEBA Plan until payment to 

Ford resulting from an underaccrual of 

pre-transfer expense attributable to the 

TAA; and 

(4) The Ford VEBA Plan’s payment to 

Ford of an amount equal to any 

underaccrual by Ford of pre-transfer 

expenses attributable to the TAA or the 

payment by Ford to the Ford VEBA Plan 

of an amount equal to any overaccrual 

by Ford of pre-transfer expenses 

attributable to the TAA. 

(d) The restrictions of sections 

406(a)(1)(B), 406(a)(1)(D), 406(b)(1), and 

406(b)(2) of ERISA shall not apply to the 

return to Ford of assets deposited or 

transferred to the Ford VEBA Plan by 

mistake, plus interest. 

Section II. Conditions Applicable to 

Section I(a) and I(b) 

(a) The Committee appoints a 

qualified Independent Fiduciary to act 

on behalf of the Ford VEBA Plan for all 

purposes related to the transfer of the 

Securities to the Ford VEBA Plan for the 

duration of the Ford VEBA Plan’s 

holding of the Securities. Such 

Independent Fiduciary will have sole 

discretionary responsibility relating to 

the holding, ongoing management and 

disposition of the Securities, except for 

the voting of the Ford Common Stock. 

The Independent Fiduciary has 

determined or will determine, before 

taking any actions regarding the 

Securities, that each such action or 

transaction is in the interest of the Ford 

VEBA Plan. 

(b) In the event that the same 

Independent Fiduciary is appointed to 

represent the interests of one or more of 

the other plans comprising the VEBA 

Trust (i.e., the UAW Chrysler Retiree 

Medical Benefits Plan and/or the UAW 

General Motors Company Retiree 

Medical Benefits Plan) with respect to 

employer securities deposited into the 

VEBA Trust, the Committee takes the 

following steps to identify, monitor and 

address any conflict of interest that may 

arise with respect to the Independent 

Fiduciary’s performance of its 

responsibilities: 

(1) The Committee appoints a 

‘‘conflicts monitor’’ to: (i) Develop a 

process for identifying potential 

conflicts; (ii) Regularly review the 

Independent Fiduciary reports, 

investment banker reports, and public 

information regarding the companies, to 

identify the presence of factors that 

could lead to a conflict; and (iii) Further 

question the Independent Fiduciary 

when appropriate. 

(2) The Committee adopts procedures 

to facilitate prompt replacement of the 

Independent Fiduciary if the Committee 

in its sole discretion determines such 

replacement is necessary due to a 

conflict of interest. 

(3) The Committee requires the 

Independent Fiduciary to adopt a 

written policy regarding conflicts of 

interest. Such policy shall require that, 

as part of the Independent Fiduciary’s 

periodic reporting to the Committee, the 

Independent Fiduciary includes a 

discussion of actual or potential 

conflicts identified by the Independent 

Fiduciary and options for avoiding or 

resolving the conflicts. 

(c) The Independent Fiduciary 

authorizes the trustee of the Ford VEBA 

Plan to dispose of the Ford Common 

Stock (including any Payment Shares or 

any shares of Ford Common Stock 

acquired pursuant to exercise of the 

Warrants), the LLC Interests, the New 

Notes, or exercise the Warrants, only 

after the Independent Fiduciary 

determines, at the time of the 

transaction, that the transaction is 

feasible, in the interest of the Ford 

VEBA Plan, and protective of the 

participants and beneficiaries of the 

Ford VEBA Plan. 

(d) The Independent Fiduciary 

negotiates and approves on behalf of the 

Ford VEBA Plan any transactions 

between the Ford VEBA Plan and any 

party in interest involving the Securities 

that may be necessary in connection 

with the subject transactions (including 

but not limited to the registration of the 

Securities contributed to the Ford VEBA 

Plan). 

(e) Any contract between the 

Independent Fiduciary and an 

investment banker includes an 


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acknowledgement by the investment 

banker that the investment banker’s 

ultimate client is an ERISA plan. 

(f) The Independent Fiduciary 

discharges its duties consistent with the 

terms of the Ford VEBA Plan, the Trust 

Agreement, the Independent Fiduciary 

Agreement, and any other documents 

governing the Securities, such as the 

Registration Rights Agreement. 

(g) The Ford VEBA Plan incurs no 

fees, costs or other charges (other than 

described in the Trust Agreement, the 

2009 Settlement Agreement, and the 

Securityholder and Registration Rights 

Agreement) as a result of the 

transactions exempted herein. 

(h) The terms of any transaction 

exempted herein are no less favorable to 

the Ford VEBA Plan than the terms 

negotiated at arms’ length under similar 

circumstances between unrelated 

parties. 

Section III. Conditions Applicable to 

Section I(c)(1) and I(c)(2) 

(a) The Committee and the Ford 

VEBA Plan’s third party administrator 

will review the benefits paid during the 

transition period and determine the 

dollar amount of mispayments made, 

subject to the review of the Ford VEBA 

Plan’s independent auditor. The results 

of this review will be made available to 

Ford. 

(b) Ford and the applicable third party 

administrator of the Ford Active Health 

Plan will review the benefits paid 

during the transition period and 

determine the dollar amount of 

mispayments made, subject to the 

review of the plan’s independent 

auditor. The results of this review will 

be made available to the Committee. 

(c) Interest on any reimbursed 

mispayment will accrue from the date of 

the mispayment to the date of the 

reimbursement. 

(d) Interest will be determined using 

the applicable 6 month published 

LIBOR rate. 

(e) If there is a dispute as to the 

amount, timing or other feature of a 

reimbursement payment, the parties 

will enter into the Dispute Resolution 

Procedure found in Section 26B of the 

2009 Settlement Agreement and 

described further in Section VII(c) 

herein. 

Section IV. Conditions Applicable to 

Section I(c)(3) and I(c)(4) 

(a) Ford and the Committee will 

cooperate in the calculation and review 

of the amounts of expense accruals 

related to the TAA, and the amount of 

any overaccrual shall be made subject to 

the review of an independent auditor 

selected by Ford and the amount of any 

underaccrual shall be made subject to 

the review of the Ford VEBA Plan’s 

independent auditor. 

(b) Ford must make a claim for any 

underaccrual to the Committee, and the 

Committee must make a claim for any 

overaccrual to Ford, as applicable, 

within the Verification Time Period, as 

defined in Section VII(cc). 

(c) Interest on any true-up payment 

will accrue from the date of transfer of 

the assets in the TAA (or the LLC 

containing the TAA) for the amount in 

respect of the overaccrual or 

underaccrual, as applicable, until the 

date of payment of such true-up 

amount. 

(d) Interest will be determined using 

the published six month LIBOR rate. 

(e) If there is a dispute as to the 

amount, timing or other feature of a 

true-up payment in respect of TAA 

expenses, the parties will enter into the 

Dispute Resolution Procedure found in 

Section 26B of the 2009 Settlement 

Agreement and described further in 

Section VII(c) herein. 

Section V. Conditions Applicable to 

Section I(d) 

(a) Ford must make a claim to the 

Committee regarding the specific 

deposit or transfer made in error or 

made in an amount greater than that to 

which the Ford VEBA Plan was entitled. 

(b) The claim is made within the 

Verification Time Period, as defined in 

Section VII(cc). 

(c) Interest on any mistaken deposit or 

transfer will accrue from the date of the 

mistaken deposit or transfer to the date 

of the repayment. 

(d) Interest will be determined using 

the published six month LIBOR rate. 

(e) If there is a dispute as to the 

amount, timing or other feature of a 

mistaken payment, the parties will enter 

into the Dispute Resolution Procedure 

found in Section 26B of the 2009 

Settlement Agreement and described 

further in Section VII(c) herein. 

Section VI. Conditions Applicable to 

Section I 

(a) The Committee and the 

Independent Fiduciary maintain for a 

period of six years from the date (i) The 

Securities are transferred to the Ford 

VEBA Plan, and (ii) the shares of Ford 

Common Stock are acquired by the Ford 

VEBA Plan through the exercise of the 

Warrants or Ford’s delivery of Payment 

Shares in settlement of its payment 

obligations under New Note B, the 

records necessary to enable the persons 

described in paragraph (b) 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 the Committee and/or the 

Independent Fiduciary, the records are 

lost or destroyed prior to the end of the 

six-year period, and (ii) no party in 

interest other than the Committee or the 

Independent Fiduciary shall be subject 

to the civil penalty that may be assessed 

under ERISA section 502(i) if the 

records are not maintained, or are not 

available for examination as required by 

paragraph (b) below; and 

(b) Notwithstanding any provisions of 

subsections (a)(2) and (b) of section 504 

of ERISA, the records referred to in 

paragraph (a) above shall be 

unconditionally available at their 

customary location during normal 

business hours to: 

(1) Any duly authorized employee or 

representative of the Department or the 

Internal Revenue Service; 

(2) The UAW or any duly authorized 

representative of the UAW; 

(3) Ford or any duly authorized 

representative of Ford; 

(4) The Independent Fiduciary or any 

duly authorized representative of the 

Independent Fiduciary; 

(5) The Committee or any duly 

authorized representative of the 

Committee; and 

(6) Any participant or beneficiary of 

the Ford VEBA Plan or any duly 

authorized representative of such 

participant or beneficiary. 

(c) None of the persons described 

above in paragraphs (b)(2), (4)–(6) shall 

be authorized to examine trade secrets 

of Ford, or commercial or financial 

information which is privileged or 

confidential, and should Ford refuse to 

disclose information on the basis that 

such information is exempt from 

disclosure, Ford 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. 

Section VII. Definitions 

(a) The term ‘‘affiliate’’ 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, or employee in any 

such person, or relative (as defined in 

section 3(15) of ERISA) of any such 

person; or (3) any corporation, 

partnership or other entity of which 

such person is an officer, director or 

partner. (For purposes of this definition, 

the term ‘‘control’’ means the power to 

exercise a controlling influence over the 

management or policies of a person 

other than an individual.) 


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6The Department notes that the preceding 

conditions are not exclusive, and that other 

circumstances may develop which cause the 

Independent Fiduciary to be deemed not to be 

independent of and unrelated to Ford, the UAW, 

the Committee, and their affiliates. 

7LIBOR is calculated by Thomson Reuters and 

published by the British Bankers’ Association after 

11 a.m. (and generally around 11:45 a.m.) each day 

(London time). It is a trimmed average of inter-bank 

deposit rates offered by designated contributor 

banks, for maturities ranging from overnight to one 

year. The rates are a benchmark rather than a 

tradable rate; the actual rate at which banks will 

lend to one another continues to vary throughout 

the day. 

(b) The ‘‘Committee’’ means the eleven 

individuals consisting of six 

independent members and five UAW 

appointed members who will serve as 

the plan administrator and named 

fiduciary of the Ford VEBA Plan. 

(c) The term ‘‘Dispute Resolution 

Procedure’’ means the process found in 

Section 26B of the 2009 Settlement 

Agreement to effectuate the resolution 

of any dispute respecting the 

transactions described in Sections 

I(c)(1), (c)(2), (c)(3), (c)(4), and (d) 

herein, and which reads in pertinent 

part: (1) The aggrieved party shall 

provide the party alleged to have 

violated the 2009 Settlement Agreement 

(Dispute Party) with written notice of 

such dispute, which shall include a 

description of the alleged violation and 

identification of the Section(s) of the 

2009 Settlement Agreement allegedly 

violated. Such notice shall be provided 

so that it is received by the Dispute 

Party no later than 180 calendar days 

from the date of the alleged violation or 

the date on which the aggrieved party 

knew or should have known of the facts 

that give rise to the alleged violation, 

whichever is later, but in no event 

longer than 3 years from the date of the 

alleged violation; and (2) If the Dispute 

Party fails to respond within 21 

calendar days from its receipt of the 

notice, the aggrieved party may seek 

recourse to the District Court; provided 

however, that the aggrieved party 

waives all claims related to a particular 

dispute against the Dispute Party if the 

aggrieved party fails to bring the dispute 

before the District Court within 180 

calendar days from the date of sending 

the notice. All the time periods in 

Section 26 of the 2009 Settlement 

Agreement may be extended by 

agreement of the parties to the particular 

dispute. 

(d) The term ‘‘Exchange Agreement’’ 

means the Security Exchange 

Agreement among Ford, the subsidiary 

guarantors listed in Schedule I thereto 

and the LLC, dated as of December 11, 

2009. 

(e) The term ‘‘Ford’’ or the ‘‘Applicant’’ 

means Ford Motor Company, located in 

Detroit, MI, and its affiliates. 

(f) The term ‘‘Ford Active Health Plan’’ 

means the medical benefits plan 

maintained by Ford to provide benefits 

to eligible active hourly employees of 

Ford and its participating subsidiaries. 

(g) The term ‘‘Ford Common Stock’’ 

means the shares of common stock, par 

value $0.01 per share, issued by Ford. 

(h) The term ‘‘Ford Credit’’ means 

Ford Motor Credit Company LLC, a 

Delaware limited liability company and 

an indirect, wholly owned subsidiary of 

Ford. 

(i) The term ‘‘Ford Employer Security 

Sub-Account of the Ford Separate 

Retiree Account of the VEBA Trust’’ 

means the sub-account established in 

the Ford Separate Retiree Account of the 

VEBA Trust to hold Securities on behalf 

of the Ford VEBA Plan. 

(j) The term ‘‘Ford Retiree Health 

Plan’’ means the retiree medical benefits 

plan maintained by Ford that provided 

benefits to, among others, those who 

will be covered by the Ford VEBA Plan. 

(k) The term ‘‘IFS’’ means Independent 

Fiduciary Services, Inc., a Delaware 

corporation, appointed by the 

Committee to be the Independent 

Fiduciary. 

(l) The term ‘‘Implementation Date’’ 

means December 31, 2009. 

(m) The term ‘‘Independent Fiduciary’’ 

means a fiduciary that is (1) 

Independent of and unrelated to Ford, 

the UAW, the Committee, and their 

affiliates, and (2) appointed to act on 

behalf of the Ford VEBA Plan with 

respect to the holding, management and 

disposition of the Securities. In this 

regard, the fiduciary will be deemed not 

to be independent of and unrelated to 

Ford, the UAW, the Committee, and 

their affiliates if (1) Such fiduciary 

directly or indirectly controls, is 

controlled by, or is under common 

control with Ford, the UAW, the 

Committee or their affiliates, (2) such 

fiduciary directly or indirectly receives 

any compensation or other 

consideration from Ford, the UAW or 

any Committee member in his or her 

individual capacity in connection with 

any transaction contemplated in this 

exemption (except that an Independent 

Fiduciary may receive compensation 

from the Committee or the Ford VEBA 

Plan for services provided to the Ford 

VEBA Plan in connection with the 

transactions discussed herein if the 

amount or payment of such 

compensation is not contingent upon or 

in any way affected by the independent 

fiduciary’s ultimate decision), and (3) 

the annual gross revenue received by 

the fiduciary, in any fiscal year, from 

Ford, the UAW or a member of the 

Committee in his or her individual 

capacity, exceeds 3% of the fiduciary’s 

annual gross revenue from all sources 

(for federal income tax purposes) for its 

prior tax year.6

(n) The term ‘‘LLC’’ means the FordUAW Holdings LLC, established by 

Ford as a wholly owned LLC, and 

subsequently renamed VEBA–F 

Holdings LLC, established to hold the 

assets in the TAA and certain other 

assets required to be contributed to the 

VEBA under the 2008 Settlement 

Agreement, as amended by the 2009 

Settlement Agreement. 

(o) The term ‘‘LLC Interests’’ means 

Ford’s wholly owned interest in the 

LLC. 

(p) The term ‘‘New Note A’’ means the 

amortizing guaranteed secured note 

maturing on June 30, 2022, in the 

principal amount of $6,705,470,000, 

with payments to be made in cash, in 

annual installments from 2009 through 

2022, issued by Ford and referred to in 

the Exchange Agreement. 

(q) The term ‘‘New Note B’’ means the 

amortizing guaranteed secured note 

maturing June 30, 2022, in the principal 

amount of $6,511,850,000, with 

payments to be made in cash, Ford 

Common Stock, or a combination 

thereof, in annual installments from 

2009 through 2022, unless prepaid, 

issued by Ford and referred to in the 

Exchange Agreement, and as amended 

by the Note Agreement, effective 

June 25, 2010. 

(r) The term ‘‘Note Agreement’’ means 

the Agreement, dated as of June 25, 

2010 by and among Ford, Ford Credit, 

and the VEBA Trust, acting by and 

through IFS, wherein the VEBA Trust 

will sell New Note A to Ford and Ford 

Credit and New Note B is amended to 

add provisions permitting Ford to 

prepay all or a portion of New Note B, 

in each case under the terms and 

conditions set forth therein. 

(s) The term ‘‘Payment Shares’’ means 

any shares of Ford Common Stock 

issued by Ford to satisfy all or a portion 

of its payment obligation under New 

Note B, subject to the terms and 

conditions specified in New Note B. 

(t) The term ‘‘published six month 

LIBOR rate’’ means the Official British 

Banker’s Association Six Month London 

Interbank Offered Rate (LIBOR) 11 a.m. 

GMT ‘‘fixing’’ as reported on Bloomberg 

page ‘‘BBAM 7’’. 

(u) The term ‘‘Securities’’ means (1) 

New Note A; (2) New Note B; (3) the 

Warrants; (4) the LLC Interests, (5) any 

Payment Shares, and (6) additional 

shares of Ford Common Stock acquired 

in accordance with the transactions 

described in Sections I(a)(2) and (3) of 

this exemption. 


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Federal Register / Vol. 76, No. 113 / Monday, June 13, 2011 / Notices 34259 

(v) The term ‘‘Securityholder and 

Registration Rights Agreement’’ means 

the Securityholder and Registration 

Rights Agreement by and among Ford 

and the LLC, dated as of December 11, 

2009. 

(w) The term ‘‘2008 Settlement 

Agreement’’ means the settlement 

agreement, effective as of August 29, 

2008, entered into by Ford, the UAW, 

and a class of retirees in the case of Int’l 

Union, UAW, et al. v. Ford Motor 

Company, Civil Action No. 07–14845, 

2008 WL 4104329 (E.D. Mich. Aug. 29, 

2008). 

(x) The term ‘‘2009 Settlement 

Agreement’’ means the 2008 Settlement 

Agreement, as amended by an 

Amendment to such Settlement 

Agreement dated July 23, 2009, effective 

as of November 9, 2009, entered into by 

Ford, the UAW, and a class of retirees 

in the case of Int’l Union, UAW, et al. 

v. Ford Motor Company, Civil Action 

No. 07–14845, 2008 WL 4104329 (E.D. 

Mich. Aug. 29, 2008), Order and Final 

Judgment Granted, Civil Action No. 07– 

14845, Doc. #71, (E.D. Mich. Nov. 9, 

2009). 

(y) The term ‘‘TAA’’ means the 

temporary asset account established by 

Ford under the 2008 Settlement 

Agreement to serve as tangible evidence 

of the availability of Ford assets equal 

to Ford’s obligation to the Ford VEBA 

Plan. 

(z) The term ‘‘Trust Agreement’’ means 

the trust agreement for the VEBA Trust. 

(aa) The term ‘‘UAW’’ means the 

International Union, United 

Automobile, Aerospace and Agricultural 

Implement Workers of America. 

(bb) The term ‘‘VEBA’’ means the Ford 

UAW Retirees Medical Benefits Plan 

(the Ford VEBA Plan) and its associated 

UAW Retiree Medical Benefits Trust 

(the VEBA Trust). 

(cc) The term ‘‘Verification Time 

Period’’ means: (1) With respect to each 

of the Securities other than the 

payments in respect of the New Notes, 

the period beginning on the date of 

publication of the final exemption in the 

Federal Register (or, if later, the date of 

the transfer of any such Security to the 

Ford VEBA Plan) and ending 90 

calendar days thereafter; (2) with 

respect to each payment pursuant to the 

New Notes, the period beginning on the 

date of the payment and ending 90 

calendar days thereafter; and (3) with 

respect to the TAA, the period 

beginning on the date of publication of 

the final exemption in the Federal 

Register (or, if later, the date of the 

transfer of the assets in the TAA to the 

Ford VEBA Plan) and ending 180 

calendar days thereafter. 

(dd) The term ‘‘Warrants’’ means 

warrants issued by Ford to acquire 

362,391,305 shares of Ford Common 

Stock at a strike price of $9.20 per share, 

expiring on January 1, 2013. For 

purposes of this definition, the term 

‘‘Warrants’’ includes additional warrants 

to acquire Ford Common Stock acquired 

in partial or complete exchange for, or 

adjustment to, the warrants described in 

the preceding sentence, at the direction 

of the Independent Fiduciary or 

pursuant to a reorganization, 

restructuring or recapitalization of Ford 

as well as a merger or similar corporate 

transaction involving Ford (each, a 

corporate transaction), provided that, in 

such corporate transaction, similarly 

situated warrantholders, if any, will be 

treated the same to the extent that the 

terms of such warrants and/or rights of 

such warrantholders are the same. 

Section VIII. Effective Date 

This amendment to PTE 2010–08 is 

effective as of December 31, 2009, 

except with respect to Section I(a)(7), 

which is effective as of June 25, 2010. 

Written Comments 

The Department invited all interested 

persons to submit written comments 

with respect to the notice of proposed 

exemption on or before May 5, 2011. 

During the comment period, the 

Department received 2 telephone 

inquiries and 2 written comments from 

participants and/or beneficiaries in the 

Ford VEBA Plan, which generally 

concerned the commenters’ difficulties 

in understanding the notice of proposed 

exemption and/or raised issues outside 

the scope of the exemption. 

Furthermore, the Department received a 

written comment from IFS, the 

Independent Fiduciary and investment 

manager of the Ford Employer Security 

Sub-Account of the Ford Separate 

Retiree Account of the VEBA Trust, 

which supported the exemption and 

suggested two clarifications regarding 

the Summary of Facts and 

Representations (the Summary) in the 

notice of proposed exemption. 

Following is a discussion of the 

aforementioned comment. Any 

capitalized terms herein not otherwise 

defined have the meanings ascribed to 

them in the Summary. 

IFS’s Comment 

IFS’s comment generally relates to (1) 

The number of financial advisers 

retained by IFS, and (2) the original 

prepayment terms of New Note B. 

A. Number of Financial Advisers 

Retained by IFS 

In its comment, IFS states that the 

Summary incorrectly implies that it 

retained financial advisors other than 

Sutter. As described on page 14076 of 

the proposed exemption, ‘‘[a]fter 

considerable negotiation, during which 

it consulted extensively with its legal 

counsel, Proskauer Rose LLP (Proskauer 

Rose), and its financial advisers, 

including Sutter Securities Incorporated 

(Sutter), IFS states that it entered into an 

agreement * * *’’ IFS clarifies that the 

only financial adviser that it engaged 

and consulted with was Sutter. Further, 

IFS notes that, in making a decision 

whether to enter into the Note 

Agreement, it did consider the views 

expressed by the leading investment 

banking firms with which it met, but 

none of those firms served as a financial 

adviser to IFS besides Sutter. 

In response to these comments, the 

Department takes note of the foregoing 

clarifications and updates to the 

Summary. 

B. Original Prepayment Terms of New 

Note B 

IFS states that Summary does not 

accurately reflect the original 

prepayment terms of New Note B. As 

the Summary describes on page 14078 

of the proposed exemption, ‘‘[b]y 

contrast, IFS was aware that the original 

terms of New Note B did not require any 

advance notice of Ford’s intent to make 

a prepayment, nor did they require that 

any prepayment must be made in cash.’’ 

According to IFS, the original terms of 

New Note B did in fact require that any 

prepayments of New Note B were to be 

made in cash. IFS explains that Sections 

2(c) and 2(e) of New Note B permitted 

Ford to elect to pay annual required 

principal installments in specific 

amounts on specific annual ‘‘Payment 

Dates’’ or, in certain cases with respect 

to a ‘‘Deferred Payment,’’ on specific 

‘‘Installment Payment Dates’’ (in each 

case, as defined in New Note B) in 

either cash or Ford Common Stock. IFS 

states that amounts payable under 

Sections 2(c) and 2(e), described above, 

were the only payments under New 

Note B that could be made other than 

in cash. By contrast, IFS points out, 

Section 2(g) of New Note B required that 

prepayments of New Note B on the 

specified Payment Dates be made in 

cash, unlike the principal installments 

under Section 2(c) or 2(e). Furthermore, 

IFS states that Section 2(b) of New Note 

B required that all other payments of 

New Note B be made in cash. 

In response to these comments, the 

Department takes note of the foregoing 


emcdonald on DSK2BSOYB1PROD with NOTICES
34260 Federal Register / Vol. 76, No. 113 / Monday, June 13, 2011 / Notices 

clarifications and updates to the 

Summary. 

After giving full consideration to the 

entire record, including the written 

comments, the Department has decided 

to grant this exemption amending PTE 

2010–08, as described above. The 

complete application file is made 

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 proposed 

amendment, published in the Federal 

Register on March 15, 2011 at 76 FR 

14074. 

FOR FURTHER INFORMATION CONTACT: 

Warren Blinder of the Department, 

telephone (202) 693–8553. (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 

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 8th day of 

June, 2011. 

Ivan Strasfeld, 

Director of Exemption Determinations, 

Employee Benefits Security Administration, 

U.S. Department of Labor. 

[FR Doc. 2011–14521 Filed 6–10–11; 8:45 am] 

BILLING CODE 4510–29–P 

DEPARTMENT OF LABOR 

Employee Benefits Security 

Administration 

Proposed Exemptions From Certain 

Prohibited Transaction Restrictions 

AGENCY: Employee Benefits Security 

Administration, Labor. 

ACTION: Notice of proposed exemptions. 

SUMMARY: This document contains 

notices of pendency before the 

Department of Labor (the Department) of 

proposed exemptions 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 proposed exemptions: D– 

11608, Russell Trust Company; and D– 

11659, Pacific Capital Bancorp 

Amended and Restated Incentive and 

Investment and Salary Savings Plan 

DATES: All interested persons are invited 

to submit written comments or requests 

for a hearing on the pending 

exemptions, unless otherwise stated in 

the Notice of Proposed Exemption, 

within 45 days from the date of 

publication of this Federal Register 

Notice. 

ADDRESSES: Comments and requests for 

a hearing should state: (1) The name, 

address, and telephone number of the 

person making the comment or request, 

and (2) the nature of the person’s 

interest in the exemption and the 

manner in which the person would be 

adversely affected by the exemption. A 

request for a hearing must also state the 

issues to be addressed and include a 

general description of the evidence to be 

presented at the hearing. All written 

comments and requests for a hearing (at 

least three copies) should be sent to the 

Employee Benefits Security 

Administration (EBSA), Office of 

Exemption Determinations, Room N– 

5700, U.S. Department of Labor, 200 

Constitution Avenue, NW., Washington, 

DC 20210. Attention: Application 

No.ll, stated in each Notice of 

Proposed Exemption. Interested persons 

are also invited to submit comments 

and/or hearing requests to EBSA via email or FAX. Any such comments or 

requests should be sent either by e-mail 

to: moffitt.betty@dol.gov, or by FAX to 

(202) 219–0204 by the end of the 

scheduled comment period. The 

applications for exemption and the 

comments received will be available for 

public inspection in the Public 

Documents Room of the Employee 

Benefits Security Administration, U.S. 

Department of Labor, Room N–1513, 

200 Constitution Avenue, NW., 

Washington, DC 20210. 

Warning: If you submit written 

comments or hearing requests, do not 

include any personally-identifiable or 

confidential business information that 

you do not want to be publiclydisclosed. All comments and hearing 

requests are posted on the Internet 

exactly as they are received, and they 

can be retrieved by most Internet search 

engines. The Department will make no 

deletions, modifications or redactions to 

the comments or hearing requests 

received, as they are public records. 

SUPPLEMENTARY INFORMATION: 

Notice to Interested Persons 

Notice of the proposed exemptions 

will be provided to all interested 

persons in the manner agreed upon by 

the applicant and the Department 

within 15 days of the date of publication 

in the Federal Register. Such notice 

shall include a copy of the notice of 

proposed exemption as published in the 

Federal Register and shall inform 

interested persons of their right to 

comment and to request a hearing 

(where appropriate). 

The proposed exemptions were 

requested in applications filed pursuant 

to section 408(a) of the Act and/or 

section 4975(c)(2) of the Code, and in 

accordance with procedures set forth in 

29 CFR Part 2570, Subpart B (55 FR 

32836, 32847, August 10, 1990). 

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 

requested to the Secretary of Labor. 

Therefore, these notices of proposed 

exemption are issued solely by the 

Department. 

The applications contain 

representations with regard to the 

proposed exemptions which are 

summarized below. Interested persons 

are referred to the applications on file 

with the Department for a complete 

statement of the facts and 

representations. 


emcdonald on DSK2BSOYB1PROD with NOTICES