32672 Federal Register / Vol. 77, No. 106 / Friday, June 1, 2012 / 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). 

All comments and suggestions, or 

questions regarding additional 

information, to include obtaining a copy 

of the application with instructions, 

should be directed to Wendy Tien, 

Deputy Assistant Director, at the 

Executive Office for United States 

Trustees, Department of Justice, 20 

Massachusetts Avenue NW., Suite 8000, 

Washington, DC 20530, or by facsimile 

at (202) 305–8536. 

Written comments and suggestions 

from the public and affected agencies 

concerning the collection of information 

are encouraged. Comments should 

address one or more of the following 

four points: 

1. Evaluate whether the application is 

necessary for the proper performance of 

the functions of the agency, including 

whether the information will have 

practical utility; 

2. Evaluate the accuracy of the 

agency’s estimate of the burden of the 

collection of information, including the 

validity of the methodology and 

assumptions used; 

3. Enhance the quality, utility, and 

clarity of the information to be 

collected; and 

4. Minimize the burden of the 

collection of information on those who 

are to respond, including through the 

use of appropriate automated, 

electronic, mechanical, or other 

technological collection techniques or 

other forms of information technology, 

e.g., permitting electronic submission of 

responses. 

Overview of the Information 

Type of information collection .................................................................. Application form. 

The title of the form/collection .................................................................. Application for Approval as a Provider of a Personal Financial Management Instructional Course. 

The agency form number, if any, and the applicable component of the 

department sponsoring the collection.

No form number. 

Executive Office for United States Trustees, Department of Justice. 

Affected public who will be asked or required to respond, as well as a 

brief abstract.

Primary: Individuals who wish to offer instructional courses to student 

debtors concerning personal financial management. 

Other: None. 

Congress passed a bankruptcy law that requires individuals who file for 

bankruptcy to complete an approved personal financial management 

instructional course as a condition of receiving a discharge. 

An estimate of the total number of respondents and the amount of time 

estimated for an average respondent to respond/reply.

It is estimated that 300 respondents will complete the application in approximately ten (10) hours. 

An estimate of the total public burden (in hours) associated with the 

collection.

The estimated total annual public burden associated with this application is 3,000 hours. 

If additional information is required, 

contact: Jerri Murray, Department 

Clearance Officer, United States 

Department of Justice, Justice 

Management Division, Policy and 

Planning Staff, Two Constitution 

Square, 145 N Street NE., Room 2E–508, 

Washington, DC 20530. 

Lynn Murray, 

Department Clearance Officer, PRA, United 

States Department of Justice. 

[FR Doc. 2012–13289 Filed 5–31–12; 8:45 am] 

BILLING CODE 4410–40–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–11579, Delaware 

Charter Guarantee & Trust Co. d\b\a 

Principal Trust Company (Principal 

Trust), 2012–11; D–11677, 

Weyerhaeuser Company (Weyerhaeuser) 

and Federalway Asset Management LP 

(collectively, the Applicants), 2012–12; 

and D–11679, Sammons Enterprises, 

Inc. Employee Stock Ownership ESOP 

(the ESOP), 2012–13. 

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. 

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2For purposes of this exemption reference to 

specific provisions of Title I of the Act, unless 

otherwise specified, refer also to the corresponding 

provisions of the Code. 

3The Department, herein, is expressing no 

opinion in this exemption regarding the reliance of 

the Applicants on the relief provided by section 

408(b)(8) of the Act with regard to the purchase and 

with regard to the sale by a Client Plan of an interest 

in a Collective Fund and the receipt by Principal, 

thereby, of any investment management fee, any 

investment advisory fee, and any similar fee (a 

Collective Fund-Level Management Fee), as 

defined, below, in Section IV(n), where Principal 

serves as an investment manager or investment 

adviser with respect to such Collective Fund and 

also serves as a fiduciary with respect to such Client 

Plan, nor is the Department offering any view as to 

whether the Applicants satisfy the conditions, as set 

forth in section 408(b)(8) of the Act. 

Delaware Charter Guarantee & Trust 

Co. d\b\a Principal Trust Company 

(Principal Trust); Principal Life 

Insurance Company (Principal Life) 

and Any Affiliates, Thereof 

(collectively, Principal or the 

Applicants) Located in Wilmington, 

Delaware and in Des Moines, Iowa 

[Prohibited Transaction 2012–11; Exemption 

Application No. D–11579] 

Exemption 

Section I—Transactions 

The restrictions of sections 

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

the taxes resulting from the application 

of section 4975 of the Code, by reason 

of section 4975(c)(1)(D) through (F) of 

the Internal Revenue Code (the Code),2

shall not apply, as of the effective date 

of this exemption, to: 

(a) The receipt of a fee by Principal, 

as Principal is defined, below, in 

Section IV(a), from an open-end 

investment company or open-end 

investment companies (Affiliated 

Fund(s)), as defined, below, in Section 

IV(e), in connection with the direct 

investment in shares of any such 

Affiliated Fund, by an employee benefit 

plan or by employee benefit plans 

(Client Plan(s)), as defined, below, in 

Section IV(b), where Principal serves as 

a fiduciary with respect to such Client 

Plan, and where Principal: 

(1) Provides investment advisory 

services, or similar services to any such 

Affiliated Fund; and 

(2) Provides to any such Affiliated 

Fund other services (Secondary 

Service(s)), as defined, below, in Section 

IV(i); and 

(b) In connection with the indirect 

investment by a Client Plan in shares of 

an Affiliated Fund through investment 

in a pooled investment vehicle or 

pooled investment vehicles (Collective 

Fund(s)),3 as defined, below, in Section 

IV(j), where Principal serves as a 

fiduciary with respect to such Client 

Plan, the receipt of fees by Principal 

from: 

(1) An Affiliated Fund for the 

provision of investment advisory 

services, or similar services by Principal 

to any such Affiliated Fund; and 

(2) An Affiliated Fund for the 

provision of Secondary Services by 

Principal to any such Affiliated Fund; 

provided that the conditions, as set 

forth, below, in Section II and Section 

III, are satisfied, as of the effective date 

of this exemption and thereafter. 

Section II—Specific 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)(1) Each Client Plan which is 

invested directly in shares of an 

Affiliated Fund either: 

(i) Does not pay to Principal for the 

entire period of such investment any 

investment management fee, or any 

investment advisory fee, or any similar 

fee at the plan-level (the Plan-Level 

Management Fee), as defined, below, in 

Section IV(m), with respect to any of the 

assets of such Client Plan which are 

invested directly in shares of such 

Affiliated Fund; or 

(ii) Pays to Principal a Plan-Level 

Management Fee, based on total assets 

of such Client Plan under management 

by Principal at the plan-level, from 

which a credit has been subtracted from 

such Plan-Level Management Fee, 

where the amount subtracted represents 

such Client Plan’s pro rata share of any 

investment advisory fee and any similar 

fee (the Affiliated Fund-Level Advisory 

Fee), as defined, below, in Section IV(o), 

paid by such Affiliated Fund to 

Principal. 

If, during any fee period, in the case 

of a Client Plan invested directly in 

shares of an Affiliated Fund, such Client 

Plan has prepaid its Plan-Level 

Management Fee, and such Client Plan 

purchases shares of an Affiliated Fund 

directly, the requirement of this Section 

II(a)(1)(ii) shall be deemed met with 

respect to such prepaid Plan-Level 

Management Fee, if, by a method 

reasonably designed to accomplish the 

same, the amount of the prepaid PlanLevel Management Fee that constitutes 

the fee with respect to the assets of such 

Client Plan invested directly in shares of 

an Affiliated Fund: 

(A) Is anticipated and subtracted from 

the prepaid Plan-Level Management Fee 

at the time of the payment of such fee; 

or 

(B) Is returned to such Client Plan, no 

later than during the immediately 

following fee period; or 

(C) Is offset against the Plan-Level 

Management Fee for the immediately 

following fee period or for the fee period 

immediately following thereafter. 

For purposes of Section II(a)(1)(ii), a 

Plan-Level Management Fee shall be 

deemed to be prepaid for any fee period, 

if the amount of such Plan-Level 

Management Fee is calculated as of a 

date not later than the first day of such 

period. 

(2) Each Client Plan invested in a 

Collective Fund the assets of which are 

not invested in shares of an Affiliated 

Fund: 

(i) Does not pay to Principal for the 

entire period of such investment any 

Plan-Level Management Fee with 

respect to any assets of such Client Plan 

invested in such Collective Fund. 

The requirements of this Section 

II(a)(2)(i) do not preclude the payment 

of a Collective Fund-Level Management 

Fee by such Collective Fund to 

Principal, based on the assets of such 

Client Plan invested in such Collective 

Fund; or 

(ii) Does not pay directly to Principal 

or indirectly to Principal through the 

Collective Fund for the entire period of 

such investment any Collective FundLevel Management Fee with respect to 

any assets of such Client Plan invested 

in such Collective Fund. 

The requirements of this Section 

II(a)(2)(ii) do not preclude the payment 

of a Plan-Level Management Fee by 

such Client Plan to Principal, based on 

total assets of such Client Plan under 

management by Principal at the planlevel; or 

(iii) Such Client Plan pays to 

Principal a Plan-Level Management Fee, 

based on total assets of such Client Plan 

under management by Principal at the 

plan-level, from which a credit has been 

subtracted from such Plan-Level 

Management Fee (the ‘‘Net’’ Plan-Level 

Management Fee), where the amount 

subtracted represents such Client Plan’s 

pro rata share of any Collective FundLevel Management Fee paid by such 

Collective Fund to Principal. 

The requirements of this Section 

II(a)(2)(iii) do not preclude the payment 

of a Collective Fund-Level Management 

Fee by such Collective Fund to 

Principal, based on the assets of such 

Client Plan invested in such Collective 

Fund. 

(3) Each Client Plan invested in a 

Collective Fund the assets of which are 

invested in shares of an Affiliated Fund: 

(i) Does not pay to Principal for the 

entire period of such investment any 

Plan-Level Management Fee (including 

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32674 Federal Register / Vol. 77, No. 106 / Friday, June 1, 2012 / Notices 

4The selection of a particular class of shares of 

an Affiliated Fund as an investment for a Client 

Plan indirectly through a Collective Fund is a 

fiduciary decision that must be made in accordance 

with the provisions of section 404(a) of the Act. In 

this exemption, the Department is not providing 

any relief for any fiduciary violations, pursuant to 

section 404 of the Act, or violations of the 

prohibited transaction provisions, as set forth in 

section 406 of the Act that may arise from the 

selection of one class of shares of an Affiliated Fund 

over another class of shares. 

any ‘‘Net’’ Plan-Level Management Fee, 

as described, above, in Section 

II(a)(2)(iii)), and does not pay directly to 

Principal or indirectly to Principal 

through the Collective Fund for the 

entire period of such investment any 

Collective Fund-Level Management Fee 

with respect to the assets of such Client 

Plan which are invested in such 

Affiliated Fund; or 

(ii) Pays indirectly to Principal 

through the Collective Fund a Collective 

Fund-Level Management Fee, in 

accordance with Section II(a)(2)(i), 

above, based on the total assets of such 

Client Plan invested in such Collective 

Fund, from which a credit has been 

subtracted from such Collective FundLevel Management Fee, where the 

amount subtracted represents such 

Client Plan’s pro rata share of any 

Affiliated Fund-Level Advisory Fee paid 

to Principal by such Affiliated Fund; 

and does not pay to Principal for the 

entire period of such investment any 

Plan-Level Management Fee with 

respect to any assets of such Client Plan 

invested in such Collective Fund; or 

(iii) Pays to Principal a Plan-Level 

Management Fee, in accordance with 

Section II(a)(2)(iii), above, based on the 

total assets of such Client Plan under 

management by Principal at the planlevel, from which a credit has been 

subtracted from such Plan-Level 

Management Fee, where the amount 

subtracted represents such Client Plan’s 

pro rata share of any Affiliated FundLevel Advisory Fee paid to Principal by 

such Affiliated Fund; and does not pay 

directly to Principal or indirectly to 

Principal through the Collective Fund 

for the entire period of such investment 

any Collective Fund-Level Management 

Fee with respect to any assets of such 

Client Plan invested in such Collective 

Fund; or 

(iv) Pays to Principal a ‘‘Net’’ PlanLevel Management Fee, in accordance 

with Section II(a)(2)(iii), above, from 

which a further credit has been 

subtracted from such ‘‘Net’’ Plan-Level 

Management Fee, where the amount of 

such further credit which is subtracted 

represents such Client Plan’s pro rata 

share of any Affiliated Fund-Level 

Advisory Fee paid to Principal by such 

Affiliated Fund. 

Provided that the conditions of this 

exemption are satisfied, the 

requirements of Section II(a)(1)(i)–(ii), 

and Section II(a)(3)(i)–(iv) do not 

preclude the payment of an Affiliated 

Fund-Level Advisory Fee by an 

Affiliated Fund to Principal under the 

terms of an investment advisory 

agreement adopted in accordance with 

section 15 of the Investment Company 

Act of 1940 (the Investment Company 

Act). Further, the requirements of 

Section II(a)(1)(i)–(ii), and Section 

II(a)(3)(i)–(iv) do not preclude the 

payment of a fee by an Affiliated Fund 

to Principal for the provision by 

Principal of Secondary Services to such 

Affiliated Fund under the terms of a 

duly adopted agreement between 

Principal and such Affiliated Fund. 

For the purpose of Section II(a)(1)(ii), 

and Section II(a)(3)(ii)–(iv), in 

calculating a Client Plan’s pro rata share 

of an Affiliated Fund-Level Advisory 

Fee, Principal must use an amount 

representing the ‘‘gross’’ advisory fee 

paid to Principal by such Affiliated 

Fund. For purposes of this paragraph, 

the ‘‘gross’’ advisory fee is the amount 

paid to Principal by such Affiliated 

Fund, including the amount paid by 

such Affiliated Fund to sub-advisers. 

(b) The purchase price paid and the 

sales price received by a Client Plan for 

shares in an Affiliated Fund purchased 

or sold directly, and the purchase price 

paid and the sales price received by a 

Client Plan for shares in an Affiliated 

Fund purchased or sold indirectly 

through a Collective Fund, is the net 

asset value per share (NAV), as defined, 

below, in Section IV(f), at the time of the 

transaction, and is the same purchase 

price that would have been paid and the 

same sales price that would have been 

received for such shares by any other 

shareholder of the same class of shares 

in such Affiliated Fund at that time.4

(c) Principal, including any officer 

and any director of Principal, does not 

purchase any shares of an Affiliated 

Fund from and does not sell any shares 

of an Affiliated Fund to any Client Plan 

which invests directly in such Affiliated 

Fund, and Principal, including any 

officer and director of Principal, does 

not purchase any shares of any 

Affiliated Fund from and does not sell 

any shares of an Affiliated Fund to any 

Collective Fund in which a Client Plan 

invests indirectly in shares of such 

Affiliated Fund. 

(d) No sales commissions, no 

redemption fees, and no other similar 

fees are paid in connection with any 

purchase and in connection with any 

sale by a Client Plan directly in shares 

of an Affiliated Fund, and no sales 

commissions, no redemption fees, and 

no other similar fees are paid by a 

Collective Fund in connection with any 

purchase and in connection with any 

sale of shares in an Affiliated Fund by 

a Client Plan indirectly through such 

Collective Fund. However, this Section 

II(d) does not prohibit the payment of a 

redemption fee, if: 

(1) Such redemption fee is paid only 

to an Affiliated Fund; and 

(2) The existence of such redemption 

fee is disclosed in the summary 

prospectus for such Affiliated Fund in 

effect both at the time of any purchase 

of shares in such Affiliated Fund and at 

the time of any sale of such shares. 

(e) The combined total of all fees 

received by Principal is not in excess of 

reasonable compensation within the 

meaning of section 408(b)(2) of the Act, 

for services provided: 

(1) By Principal to each Client Plan; 

(2) By Principal to each Collective 

Fund in which a Client Plan invests; 

(3) By Principal to each Affiliated 

Fund in which a Client Plan invests 

directly in shares of such Affiliated 

Fund; and 

(4) By Principal to each Affiliated 

Fund in which a Client Plan invests 

indirectly in shares of such Affiliated 

Fund through a Collective Fund. 

(f) Principal does not receive any fees 

payable pursuant to Rule 12b–1 under 

the Investment Company Act in 

connection with the transactions 

covered by this exemption; 

(g) No Client Plan is an employee 

benefit plan sponsored or maintained by 

Principal. 

(h)(1) In the case of a Client Plan 

investing directly in shares of an 

Affiliated Fund, a second fiduciary (the 

Second Fiduciary), as defined, below, in 

Section IV(h), acting on behalf of such 

Client Plan, receives, in writing, in 

advance of any investment by such 

Client Plan directly in shares of such 

Affiliated Fund, a full and detailed 

disclosure via first class mail or via 

personal delivery of (or, if the Second 

Fiduciary consents to such means of 

delivery, through electronic email, in 

accordance with Section II(q), as set 

forth, below) of information concerning 

such Affiliated Fund, including but not 

limited to the items listed, below: 

(i) A current summary prospectus 

issued by each such Affiliated Fund; 

(ii) A statement describing the fees, 

including the nature and extent of any 

differential between the rates of such 

fees for: 

(A) Investment advisory and similar 

services to be paid to Principal by each 

Affiliated Fund; 

(B) Secondary Services to be paid to 

Principal by each such Affiliated Fund; 

and 

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Federal Register / Vol. 77, No. 106 / Friday, June 1, 2012 / Notices 32675 

(C) All other fees to be charged by 

Principal to such Client Plan and to 

each such Affiliated Fund and all other 

fees to be paid to Principal by each such 

Client Plan and by each such Affiliated 

Fund; 

(iii) The reasons why Principal may 

consider investment directly in shares 

of such Affiliated Fund by such Client 

Plan to be appropriate for such Client 

Plan; 

(iv) A statement describing whether 

there are any limitations applicable to 

Principal with respect to which assets of 

such Client Plan may be invested 

directly in shares of such Affiliated 

Fund, and if so, the nature of such 

limitations; and 

(v) Upon the request of the Second 

Fiduciary acting on behalf of such 

Client Plan, a copy of the Notice of 

Proposed Exemption (the Notice), a 

copy of the final exemption, if granted, 

and any other reasonably available 

information regarding the transactions 

which are the subject of this exemption. 

(2) In the case of a Client Plan whose 

assets are proposed to be invested in a 

Collective Fund after such Collective 

Fund has begun investing in shares of 

an Affiliated Fund, a Second Fiduciary, 

acting on behalf of such Client Plan, 

receives, in writing, in advance of any 

investment by such Client Plan in such 

Collective Fund, a full and detailed 

disclosure via first class mail or via 

personal delivery (or, if the Second 

Fiduciary consents to such means of 

delivery, through electronic email, in 

accordance with Section II(q), as set 

forth, below) of information concerning 

such Collective Fund and information 

concerning each such Affiliated Fund in 

which such Collective Fund is invested, 

including but not limited to the items 

listed, below: 

(i) A current summary prospectus 

issued by each such Affiliated Fund; 

(ii) A statement describing the fees, 

including the nature and extent of any 

differential between the rates of such 

fees for: 

(A) Investment advisory and similar 

services to be paid to Principal by each 

Affiliated Fund; 

(B) Secondary Services to be paid to 

Principal by each such Affiliated Fund; 

and 

(C) All other fees to be charged by 

Principal to such Client Plan, to such 

Collective Fund, and to each such 

Affiliated Fund and all other fees to be 

paid to Principal by such Client Plan, by 

such Collective Fund, and by each such 

Affiliated Fund; 

(iii) The reasons why Principal may 

consider investment by such Client Plan 

in shares of each such Affiliated Fund 

indirectly through such Collective Fund 

to be appropriate for such Client Plan; 

(iv) A statement describing whether 

there are any limitations applicable to 

Principal with respect to which assets of 

such Client Plan may be invested 

indirectly in shares of each such 

Affiliated Fund through such Collective 

Fund, and if so, the nature of such 

limitations; 

(v) Upon the request of the Second 

Fiduciary, acting on behalf of such 

Client Plan, a copy of the Notice, a copy 

of the final exemption, if granted, and 

any other reasonably available 

information regarding the transactions 

which are the subject of this exemption; 

and 

(vi) A copy of the organizational 

documents of such Collective Fund 

which expressly provide for the 

addition of one or more Affiliated Funds 

to the portfolio of such Collective Fund. 

(3) In the case of a Client Plan whose 

assets are proposed to be invested in a 

Collective Fund before such Collective 

Fund has begun investing in shares of 

any Affiliated Fund, a Second 

Fiduciary, acting on behalf of such 

Client Plan, receives, in writing, in 

advance of any investment by such 

Client Plan in such Collective Fund, a 

full and detailed disclosure via first 

class mail or via personal delivery (or, 

if the Second Fiduciary consents to such 

means of delivery, through electronic 

email, in accordance with Section II(q), 

as set forth, below) of information, 

concerning such Collective Fund, 

including but not limited to the items 

listed, below: 

(i) A statement describing the fees, 

including the nature and extent of any 

differential between the rates of such 

fees for all fees to be charged by 

Principal to such Client Plan and to 

such Collective Fund and all other fees 

to be paid to Principal by such Client 

Plan, and by such Collective Fund; 

(ii) Upon the request of the Second 

Fiduciary, acting on behalf of such 

Client Plan, a copy of the Notice, a copy 

of the final exemption, if granted, and 

any other reasonably available 

information regarding the transactions 

which are the subject of this exemption; 

and 

(iii) A copy of the organizational 

documents of such Collective Fund 

which expressly provide for the 

addition of one or more Affiliated Funds 

to the portfolio of such Collective Fund. 

(i) On the basis of the information 

described, above, in Section II(h), a 

Second Fiduciary, acting on behalf of a 

Client Plan: 

(1) Authorizes in writing the 

investment of the assets of such Client 

Plan, as applicable: 

(i) Directly in shares of an Affiliated 

Fund; 

(ii) Indirectly in shares of an 

Affiliated Fund through a Collective 

Fund where such Collective Fund has 

already invested in shares of an 

Affiliated Fund; and 

(iii) In a Collective Fund which is not 

yet invested in shares of an Affiliated 

Fund but whose organizational 

document expressly provides for the 

addition of one or more Affiliated Funds 

to the portfolio of such Collective Fund; 

and 

(2) Authorizes in writing, as 

applicable: 

(i) The Affiliated Fund-Level 

Advisory Fee received by Principal for 

investment advisory services and 

similar services provided by Principal to 

such Affiliated Fund; 

(ii) The fee received by Principal for 

Secondary Services provided by 

Principal to such Affiliated Fund; 

(iii) The Collective Fund-Level 

Management Fee received by Principal 

for investment management, investment 

advisory, and similar services provided 

by Principal to such Collective Fund in 

which such Client Plan invests; 

(iv) The Plan-Level Management Fee 

received by Principal for investment 

management and similar services 

provided by Principal to such Client 

Plan at the plan-level; and 

(v) The selection by Principal of the 

applicable fee method, as described, 

above, in Section II(a)(1)–(3). 

All authorizations made by a Second 

Fiduciary, pursuant to this Section II(i), 

must be consistent with the 

responsibilities, obligations, and duties 

imposed on fiduciaries by Part 4 of Title 

I of the Act; 

(j)(1) Any authorization, described, 

above, in Section II(i), and any 

authorization made pursuant to negative 

consent, as described, below, in Section 

II(k) and in Section II(l), made by a 

Second Fiduciary, acting on behalf of a 

Client Plan, shall be terminable at will 

by such Second Fiduciary, without 

penalty to such Client Plan, upon 

receipt by Principal via first class mail, 

via personal delivery, or via electronic 

email of a written notification of the 

intent of such Second Fiduciary to 

terminate any such authorization. 

(2) A form (the Termination Form) 

expressly providing an election to 

terminate any authorization, described, 

above, in Section II(i), or to terminate 

any authorization made pursuant to 

negative consent, as described, below, 

in Section II(k) and in Section II(l), with 

instructions on the use of such 

Termination Form must be provided to 

such Second Fiduciary at least annually, 

either in writing via first class mail or 

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32676 Federal Register / Vol. 77, No. 106 / Friday, June 1, 2012 / Notices 

via personal delivery (or if such Second 

Fiduciary consents to such means of 

delivery, through electronic email, in 

accordance with Section II(q), as set 

forth, below). However, if a Termination 

Form has been provided to such Second 

Fiduciary, pursuant to Section II(k) or 

pursuant to Section II(l), below, then a 

Termination Form need not be provided 

again, pursuant to this Section II(j), until 

at least six (6) months but no more than 

twelve (12) months have elapsed, since 

a Termination Form was provided; 

(3) The instructions for the 

Termination Form must include the 

following statements: 

(i) Any authorization, described, 

above, in Section II(i), and any 

authorization made pursuant to negative 

consent, as described, below, in Section 

II(k) or in Section II(l), is terminable at 

will by a Second Fiduciary, acting on 

behalf of a Client Plan, without penalty 

to such Client Plan, upon receipt by 

Principal via first class mail or via 

personal delivery or via electronic email 

of the Termination Form, or some other 

written notification of the intent of such 

Second Fiduciary to terminate such 

authorization; 

(ii) Within 30 days from the date the 

Termination Form is sent to such 

Second Fiduciary by Principal, the 

failure by such Second Fiduciary to 

return such Termination Form or the 

failure by such Second Fiduciary to 

provide some other written notification 

of the Client Plan’s intent to terminate 

any authorization, described in Section 

II(i), or intent to terminate any 

authorization made pursuant to negative 

consent, as described, below, in Section 

II(k) or in Section II(l), will be deemed 

to be an approval by such Second 

Fiduciary; 

(4) In the event that a Second 

Fiduciary, acting on behalf of a Client 

Plan, at any time returns a Termination 

Form or returns some other written 

notification of intent to terminate any 

authorization, as described, above, in 

Section II(i), or intent to terminate any 

authorization made pursuant to negative 

consent, as described, below, in Section 

II(k) or in Section II(l); 

(i)(A) In the case of a Client Plan 

which invests directly in shares of an 

Affiliated Fund, the termination will be 

implemented by the withdrawal of all 

investments made by such Client Plan 

in the affected Affiliated Fund, and such 

withdrawal will be effected by Principal 

within one (1) business day of the date 

that Principal receives such 

Termination Form or receives from the 

Second Fiduciary, acting on behalf of 

such Client Plan, some other written 

notification of intent to terminate any 

such authorization; 

(B) From the date a Second Fiduciary, 

acting on behalf of a Client Plan that 

invests directly in shares of an Affiliated 

Fund, returns a Termination Form or 

returns some other written notification 

of intent to terminate such Client Plan’s 

investment in such Affiliated Fund, 

such Client Plan will not be subject to 

pay a pro rata share of any Affiliated 

Fund-Level Advisory Fee and will not 

be subject to pay any fees for Secondary 

Services paid to Principal by such 

Affiliated Fund; 

(ii)(A) In the case of a Client Plan 

which invests in a Collective Fund, the 

termination will be implemented by the 

withdrawal of such Client Plan from all 

investments in such affected Collective 

Fund, and such withdrawal will be 

implemented by Principal within such 

time as may be necessary for withdrawal 

in an orderly manner that is equitable to 

the affected withdrawing Client Plan 

and to all non-withdrawing Client 

Plans, but in no event shall such 

withdrawal be implemented by 

Principal more than five (5) business 

days after the day Principal receives 

from the Second Fiduciary, acting on 

behalf of such withdrawing Client Plan, 

a Termination Form or receives some 

other written notification of intent to 

terminate the investment of such Client 

Plan in such Collective Fund, unless 

such withdrawal is otherwise prohibited 

by a governmental entity with 

jurisdiction over the Collective Fund, or 

the Second Fiduciary fails to instruct 

Principal as to where to reinvest or send 

the withdrawal proceeds; and 

(B) From the date Principal receives 

from a Second Fiduciary, acting on 

behalf of a Client Plan, that invests in 

a Collective Fund, a Termination Form 

or receives some other written 

notification of intent to terminate such 

Client Plan’s investment in such 

Collective Fund, such Client Plan will 

not be subject to pay a pro rata share of 

any fees arising from the investment by 

such Client Plan in such Collective 

Fund, including any Collective FundLevel Management Fee, nor will such 

Client Plan be subject to any other 

charges to the portfolio of such 

Collective Fund, including a pro rata 

share of any Affiliated Fund-Level 

Advisory Fee and any fee for Secondary 

Services arising from the investment by 

such Collective Fund in an Affiliated 

Fund. 

(k)(1) Principal, at least thirty (30) 

days in advance of the implementation 

of each fee increase (Fee Increase(s)), as 

defined, below, in Section IV(l), must 

provide, in writing via first class mail or 

via personal delivery (or if the Second 

Fiduciary consents to such means of 

delivery, through electronic email, in 

accordance with Section II(q), as set 

forth, below), a notice of change in fees 

(the Notice of Change in Fees) (which 

may take the form of a proxy statement, 

letter, or similar communication which 

is separate from the summary 

prospectus of such Affiliated Fund) and 

which explains the nature and the 

amount of such Fee Increase to the 

Second Fiduciary of each affected Client 

Plan. Such Notice of Change in Fees 

shall be accompanied by a Termination 

Form and by instructions on the use of 

such Termination Form, as described, 

above, in Section II(j)(3); 

(2) For each Client Plan affected by a 

Fee Increase, Principal may implement 

such Fee Increase without waiting for 

the expiration of the 30-day period, 

described, above, in Section II(k)(1), 

provided Principal does not begin 

implementation of such Fee Increase 

before the first day of the 30-day period, 

described, above in Section II(k)(1), and 

provided further that the following 

conditions are satisfied: 

(i) Principal delivers, in the manner 

described in Section II(k)(1), to the 

Second Fiduciary for each affected 

Client Plan, the Notice of Change of 

Fees, as described in Section II(k)(1), 

accompanied by the Termination Form 

and by instructions on the use of such 

Termination Form, as described, above, 

in Section II(j)(3); 

(ii) Each affected Client Plan receives 

from Principal a credit in cash equal to 

each such Client Plan’s pro rata share of 

such Fee Increase to be received by 

Principal for the period from the date of 

the implementation of such Fee Increase 

to the earlier of: 

(A) The date when an affected Client 

Plan, pursuant to Section II(j), 

terminates any authorization, as 

described, above, in Section II(i), or, 

terminates any negative consent 

authorization, as described, in Section 

II(k) or in Section II(l); or 

(B) The 30th day after the day that 

Principal delivers to the Second 

Fiduciary of each affected Client Plan 

the Notice of Change of Fees, described 

in Section II(k)(1), accompanied by the 

Termination Form and by the 

instructions on the use of such 

Termination Form, as described, above, 

in Section II(j)(3). 

(iii) Principal pays to each affected 

Client Plan the cash credit, described, 

above, in Section II(k)(2)(ii), with 

interest thereon, no later than five (5) 

business days following the earlier of: 

(A) The date such affected Client 

Plan, pursuant to Section II(j), 

terminates any authorization, as 

described, above, in Section II(i), or 

terminates, any negative consent 

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Federal Register / Vol. 77, No. 106 / Friday, June 1, 2012 / Notices 32677 

authorization, as described, in Section 

II(k) or in Section II(l); or 

(B) The 30th day after the day that 

Principal delivers to the Second 

Fiduciary of each affected Client Plan, 

the Notice of Change of Fees, described 

in Section II(k)(1), accompanied by the 

Termination Form and instructions on 

the use of such Termination Form, as 

described, above, in Section II(j)(3); 

(iv) Interest on the credit in cash is 

calculated at the prevailing Federal 

funds rate plus two percent (2%) for the 

period from the day Principal first 

implements the Fee Increase to the date 

Principal pays such credit in cash, with 

interest thereon, to each affected Client 

Plan; 

(v) An independent accounting firm 

(the Auditor) at least annually audits the 

payments made by Principal to each 

affected Client Plan, audits the amount 

of each cash credit, plus the interest 

thereon, paid to each affected Client 

Plan, and verifies that each affected 

Client Plan received the correct amount 

of cash credit and the correct amount of 

interest thereon; 

(vi) Such Auditor issues an audit 

report of its findings no later than six (6) 

months after the period to which such 

audit report relates, and provides a copy 

of such audit report to the Second 

Fiduciary of each affected Client Plan; 

and 

(3) Within 30 days from the date 

Principal sends to the Second Fiduciary 

of each affected Client Plan, the Notice 

of Change of Fees and the Termination 

Form, the failure by such Second 

Fiduciary to return such Termination 

Form and the failure by such Second 

Fiduciary to provide some other written 

notification of the Client Plan’s intent to 

terminate the authorization, described 

in Section II(i), or to terminate the 

negative consent authorization, as 

described, in Section II(k) or in Section 

II(l), will be deemed to be an approval 

by such Second Fiduciary of such Fee 

Increase. 

(l) Effective on the date the final 

exemption is granted, in the case of a 

Client Plan which has received the 

disclosures, as set forth, above, in 

Section II(h)(2)(i), II(h)(2)(ii)(A), 

II(h)(2)(ii)(B), II(h)(2)(ii)(C), II(h)(2)(iii), 

II(h)(2)(iv), II(h)(2)(v), and II(h)(2)(vi), 

and has authorized the investment by a 

Client Plan in a Collective Fund, in 

accordance with Section II(i)(1)(ii), 

above; and, as applicable, effective on 

the date the final exemption is granted, 

in the case of a Client Plan which has 

received the disclosures, as set forth, 

above, in Section II(h)(3)(i), II(h)(3)(ii), 

and II(h)(3)(iii), and has authorized the 

investment by a Client Plan in a 

Collective Fund, in accordance with 

Section II(i)(1)(iii), above, then, the 

authorization, pursuant to negative 

consent, in accordance with this Section 

II(l), applies to: 

(1) The purchase, as an addition to the 

portfolio of such Collective Fund, of 

shares of an Affiliated Fund (a New 

Affiliated Fund) where such New 

Affiliated Fund has not been previously 

authorized, pursuant to Section 

II(i)(1)(ii) or, as applicable, Section 

II(i)(1)(iii), above, and such Collective 

Fund may commence investing in such 

New Affiliated Fund without further 

written authorization from the Second 

Fiduciary of each Client Plan invested 

in such Collective Fund provided that: 

(i) The organizational documents of 

such Collective Fund expressly provide 

for the addition of one or more 

Affiliated Funds to the portfolio of such 

Collective Fund, and such documents 

were disclosed in writing via first class 

mail or via personal delivery (or, if the 

Second Fiduciary consents to such 

means of delivery, through electronic 

email, in accordance with Section II(q), 

as set forth, below) to the Second 

Fiduciary of each such Client Plan 

invested in such Collective Fund, in 

advance of any investment by such 

Client Plan in such Collective Fund; 

(ii) At least thirty (30) days in advance 

of the purchase by a Client Plan of 

shares of such New Affiliated Fund 

indirectly through a Collective Fund, 

Principal provides, either in writing via 

first class or via personal delivery (or if 

the Second Fiduciary consents to such 

means of delivery, through electronic 

email, in accordance with Section II(q), 

as set forth, below), to the Second 

Fiduciary of each Client Plan having an 

interest in such Collective Fund, full 

and detailed disclosures about such 

New Affiliated Fund, including but not 

limited to: 

(A) A notice of Principal’s intent to 

add a New Affiliated Fund to the 

portfolio of such Collective Fund. Such 

notice may take the form of a proxy 

statement, letter, or similar 

communication that is separate from the 

summary prospectus of such New 

Affiliated Fund to the Second Fiduciary 

of each affected Client Plan; 

(B) Such notice of Principal’s intent to 

add a New Affiliated Fund to the 

portfolio of such Collective Fund shall 

be accompanied by the information, as 

described, above, in Section II(h)(2)(i), 

II(h)(2)(ii)(A), II(h)(2)(ii)(B), 

II(h)(2)(ii)(C), II(h)(2)(iii), II(h)(2)(iv), 

and II(2)(v) with respect to each such 

New Affiliated Fund to be added to the 

portfolio of such Collective Fund; and 

(C) A Termination Form, and 

instructions on the use of such 

Termination Form, as described, above, 

in Section II(j)(3); and 

(2) Within 30 days from the date 

Principal sends to the Second Fiduciary 

of each affected Client Plan, the 

information described, above, in Section 

II(l)(1)(ii), the failure by such Second 

Fiduciary to return the Termination 

Form or to provide some other written 

notification of the Client Plan’s intent to 

terminate the authorization, described 

in Section II(i)(1)(ii), or, as appropriate, 

to terminate the authorization, 

described in Section II(i)(1)(iii), or to 

terminate any authorization, pursuant to 

negative consent, as described, in this 

Section II(l), will be deemed to be an 

approval by such Second Fiduciary of 

the addition of a New Affiliated Fund to 

the portfolio of such Collective Fund in 

which such Client Plan invests, and will 

result in the continuation of the 

authorization of Principal to engage in 

the transactions which are the subject of 

this exemption with respect to such 

New Affiliated Fund. 

(m) Principal is subject to the 

requirement to provide within a 

reasonable period of time any 

reasonably available information 

regarding the covered transactions that 

the Second Fiduciary of such Client 

Plan requests Principal to provide. 

(n) All dealings between a Client Plan 

and an Affiliated Fund, including all 

such dealings when such Client Plan is 

invested directly in shares of such 

Affiliated Fund and when such Client 

Plan is invested indirectly in such 

shares of such Affiliated Fund through 

a Collective Fund, are on a basis no less 

favorable to such Client Plan, than 

dealings between such Affiliated Fund 

and other shareholders of the same class 

of shares in such Affiliated Fund. 

(o) In the event a Client Plan invests 

directly in shares of an Affiliated Fund, 

and, as applicable, in the event a Client 

Plan invests indirectly in shares of an 

Affiliated Fund through a Collective 

Fund, if such Affiliated Fund places 

brokerage transactions with Principal, 

Principal will provide to the Second 

Fiduciary of each such Client Plan, so 

invested, at least annually a statement 

specifying: 

(1) The total, expressed in dollars of 

brokerage commissions that are paid to 

Principal by each such Affiliated Fund; 

(2) The total, expressed in dollars, of 

brokerage commissions that are paid by 

each such Affiliated Fund to brokerage 

firms unrelated to Principal; 

(3) The average brokerage 

commissions per share, expressed as 

cents per share, paid to Principal by 

each such Affiliated Fund; and 

(4) The average brokerage 

commissions per share, expressed as 

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32678 Federal Register / Vol. 77, No. 106 / Friday, June 1, 2012 / Notices 

cents per share, paid by each such 

Affiliated Fund to brokerage firms 

unrelated to Principal. 

(p)(1) Principal provides to the 

Second Fiduciary of each Client Plan 

invested directly in shares of an 

Affiliated Fund, with the disclosures, as 

set forth, below, and at the times set 

forth below, in Section II(p)(1)(i), 

II(p)(1)(ii), II(p)(1)(iii), II(p)(1)(iv), and 

II(p)(1)(v), either in writing via first 

class mail or via personal delivery (or if 

the Second Fiduciary consents to such 

means of delivery, through electronic 

email, in accordance with Section II(q), 

as set forth, below); 

(i) Annually, with a copy of the 

current summary prospectus for each 

Affiliated Fund in which such Client 

Plan invests directly in shares of such 

Affiliated Fund; 

(ii) Upon the request of such Second 

Fiduciary, a copy of the statement of 

additional information for each 

Affiliated Fund in which such Client 

Plan invests directly in shares of such 

Affiliated Fund which contains a 

description of all fees paid by such 

Affiliated Fund to Principal; 

(iii) With regard to any Fee Increase 

received by Principal, pursuant to 

Section II(k)(2), above, a copy of the 

audit report referred to in Section 

II(k)(2)(v), above, within sixty (60) days 

of the completion of such audit report; 

(iv) Oral or written responses to the 

inquiries posed by the Second Fiduciary 

of such Client Plan, as such inquiries 

arise; and 

(v) Annually, with a Termination 

form, as described in Section II(j)(1), 

and instructions on the use of such 

form, as described in Section II(j)(3), 

except that if a Termination Form has 

been provided to such Second 

Fiduciary, pursuant to Section II(k) or 

pursuant to Section II(l), above, then a 

Termination Form need not be provided 

again, pursuant to this Section 

II(p)(1)(v), until at least six (6) months 

but no more than twelve (12) months 

have elapsed, since a Termination Form 

was provided. 

(2) Principal provides to the Second 

Fiduciary of each Client Plan invested 

in a Collective Fund, with the 

disclosures, as set forth, below, and at 

the times set forth below, in Section 

II(p)(2)(i), II(p)(2)(ii), II(p)(2)(iii), 

II(p)(2)(iv), II(p)(2)(v), II(p)(2)(vi), 

II(p)(2)(vii), and II(p)(2)(viii), either in 

writing via first class mail or via 

personal delivery (or if the Second 

Fiduciary consents to such means of 

delivery, through electronic email, in 

accordance with Section II(q), as set 

forth, below); 

(i) Annually, with a copy of the 

current summary prospectus for each 

Affiliated Fund in which such Client 

Plan invests indirectly in shares of such 

Affiliated Fund thorough each such 

Collective Fund; 

(ii) Upon the request of such Second 

Fiduciary, a copy of the statement of 

additional information for each 

Affiliated Fund in which such Client 

Plan invests indirectly in shares of such 

Affiliated Fund thorough each such 

Collective Fund which contains a 

description of all fees paid by such 

Affiliated Fund to Principal; 

(iii) Annually, with a statement of the 

Collective Fund-Level Management Fee 

for investment management, investment 

advisory or similar services paid to 

Principal by each such Collective Fund, 

regardless of whether such Client Plan 

invests in shares of an Affiliated Fund 

through such Collective Fund; 

(iv) A copy of the annual financial 

statement of each such Collective Fund 

in which such Client Plan invests, 

regardless of whether such Client Plan 

invests in shares of an Affiliated Fund 

through such Collective Fund, within 

sixty (60) days of the completion of such 

financial statement; 

(v) With regard to any Fee Increase 

received by Principal, pursuant to 

Section II(k)(2), above, a copy of the 

audit report referred to in Section 

II(k)(2)(v), above, within sixty (60) days 

of the completion of such audit report; 

(vi) Oral or written responses to the 

inquiries posed by the Second Fiduciary 

of such Client Plan, as such inquiries 

arise; 

(vii) For each Client Plan invested 

indirectly in shares of an Affiliated 

Fund through a Collective Fund, a 

statement of the approximate percentage 

(which may be in the form of a range) 

on an annual basis of the assets of such 

Collective Fund that was invested in 

Affiliated Funds during the applicable 

year; and 

(viii) Annually, with a Termination 

Form, as described in Section II(j)(1), 

and instructions on the use of such 

form, as described in Section II(j)(3), 

except that if a Termination Form has 

been provided to such Second 

Fiduciary, pursuant to Section II(k) or 

pursuant to Section II(l), above, then a 

Termination Form need not be provided 

again, pursuant to this Section 

II(p)(2)(viii), until at least six (6) months 

but no more than twelve (12) months 

have elapsed, since a Termination Form 

was provided. 

(q) Any disclosure required, herein, to 

be made by Principal to a Second 

Fiduciary may be delivered by 

electronic email containing direct 

hyperlinks to the location of each such 

document required to be disclosed, 

which are maintained on a Web site by 

Principal, provided: 

(1) Principal obtains from such 

Second Fiduciary prior consent in 

writing to the receipt by such Second 

Fiduciary of such disclosure via 

electronic email; 

(2) Such Second Fiduciary has 

provided to Principal a valid email 

address; and 

(3) The delivery of such electronic 

email to such Second Fiduciary is 

provided by Principal in a manner 

consistent with the relevant provisions 

of the regulations of the Department of 

Labor (the Department) at 29 CFR 

section 2520.104b–1(c) (substituting the 

word, ‘‘Principal,’’ for the word, 

‘‘administrator,’’ as set forth therein, 

and substituting the phrase, ‘‘Second 

Fiduciary,’’ for the phrase, ‘‘the 

participant, beneficiary or other 

individual,’’ as set forth therein). 

Section III—General Conditions 

(a) Principal maintains for a period of 

six (6) years the records necessary to 

enable the persons described, below, in 

Section III(b) to determine whether the 

conditions of this exemption have been 

met, except that: 

(1) A prohibited transaction will not 

be considered to have occurred, if solely 

because of circumstances beyond the 

control of Principal, the records are lost 

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

(2) No party in interest other than 

Principal 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 Section 

III(b); below. 

(b)(1) Except as provided in Section 

III(b)(2) and notwithstanding any 

provisions of section 504(a)(2) of the 

Act, the records referred to in Section 

III(a) are unconditionally available at 

their customary location for 

examination during normal business 

hours by— 

(i) Any duly authorized employee or 

representative of the Department or the 

Internal Revenue Service, or the 

Securities & Exchange Commission; 

(ii) Any fiduciary of a Client Plan 

invested directly in shares of an 

Affiliated Fund, any fiduciary of a 

Client Plan who has the authority to 

acquire or to dispose of the interest in 

a Collective Fund in which a Client Plan 

invests, any fiduciary of a Client Plan 

invested indirectly in an Affiliated Fund 

through a Collective Fund where such 

fiduciary has the authority to acquire or 

to dispose of the interest in such 

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5 51 FR 41262 (November 13, 1986). 

Collective Fund, and any duly 

authorized employee or representative 

of such fiduciary; and 

(iii) Any participant or beneficiary of 

a Client Plan invested directly in shares 

of an Affiliated Fund or invested in a 

Collective Fund, and any participant or 

beneficiary of a Client Plan invested 

indirectly in shares of an Affiliated 

Fund through a Collective Fund, and 

any representative of such participant or 

beneficiary; and 

(2) None of the persons described in 

Section III(b)(1)(ii) and (iii) shall be 

authorized to examine trade secrets of 

Principal, or commercial or financial 

information which is privileged or 

confidential. 

Section IV—Definitions 

For purposes of this exemption: 

(a) The term, ‘‘Principal,’’ means 

Principal Trust, Principal Life, and any 

affiliate thereof, as defined, below, in 

Section IV(c). 

(b) The term, ‘‘Client Plan(s),’’ means 

a 401(k) plan(s), an individual 

retirement account(s), other taxqualified plan(s), and other plan(s) as 

defined in the Act and Code, but does 

not include any employee benefit plan 

sponsored or maintained by Principal, 

as defined, above, in Section IV(a). 

(c) An ‘‘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. 

(d) The term, ‘‘control,’’ means the 

power to exercise a controlling 

influence over the management or 

policies of a person other than an 

individual. 

(e) The term, ‘‘Affiliated Fund(s),’’ 

means Principal Funds, Inc., a series of 

mutual funds managed by Principal 

Management Corporation, an affiliate of 

Principal, as defined, above in Section 

IV(c), and any other diversified openend investment company or companies 

registered with the Securities and 

Exchange Commission under the 

Investment Company Act and operated 

in accordance with Rule 2a–7 under the 

Investment Company Act, as amended, 

established and maintained by Principal 

now or in the future for which Principal 

serves as an investment adviser. 

(f) The term, ‘‘net asset value per 

share,’’ and the term, ‘‘NAV,’’ mean the 

amount for purposes of pricing all 

purchases and sales of shares of an 

Affiliated Fund, calculated by dividing 

the value of all securities, determined 

by a method as set forth in the summary 

prospectus for such Affiliated Fund and 

in the statement of additional 

information, and other assets belonging 

to such Affiliated Fund or portfolio of 

such Affiliated Fund, less the liabilities 

charged to each such portfolio or each 

such Affiliated Fund, by the number of 

outstanding shares. 

(g) The term, ‘‘relative,’’ means a 

relative as that term is defined in 

section 3(15) of the Act (or a member of 

the family as that term is defined in 

section 4975(e)(6) of the Code), or a 

brother, a sister, or a spouse of a brother 

or a sister. 

(h) The term, ‘‘Second Fiduciary,’’ 

means the fiduciary of a Client Plan 

who is independent of and unrelated to 

Principal. For purposes of this 

exemption, the Second Fiduciary will 

not be deemed to be independent of and 

unrelated to Principal if: 

(1) Such Second Fiduciary, directly or 

indirectly, through one or more 

intermediaries, controls, is controlled 

by, or is under common control with 

Principal; 

(2) Such Second Fiduciary, or any 

officer, director, partner, employee, or 

relative of such Second Fiduciary, is an 

officer, director, partner, or employee of 

Principal (or is a relative of such 

person); or 

(3) Such Second Fiduciary, directly or 

indirectly, receives any compensation or 

other consideration for his or her 

personal account in connection with 

any transaction described in this 

exemption. 

If an officer, director, partner, or 

employee of Principal (or relative of 

such person) is a director of such 

Second Fiduciary, and if he or she 

abstains from participation in: 

(i) The decision of a Client Plan to 

invest in and to remain invested in 

shares of an Affiliated Fund directly, the 

decision of a Client Plan to invest in 

shares of an Affiliated Fund indirectly 

through a Collective Fund, and the 

decision of a Client Plan to invest in a 

Collective Fund that may in the future 

invest in shares of an Affiliated Fund; 

(ii) Any authorization in accordance 

with Section II(i), and any 

authorization, pursuant to negative 

consent, as described in Section II(k) or 

in Section II(l); and 

(iii) The choice of such Client Plan’s 

investment adviser; then Section 

IV(h)(2), above, shall not apply. 

(i) The term, ‘‘Secondary Service(s),’’ 

means a service or services other than 

an investment management service, 

investment advisory service, and any 

similar service which is provided by 

Principal to an Affiliated Fund, 

including but not limited to custodial, 

accounting, administrative services, and 

brokerage services. Principal may also 

serve as a dividend disbursing agent, 

shareholder servicing agent, transfer 

agent, fund accountant, or provider of 

some other Secondary Service, as 

defined, in this Section IV(i). 

(j) The term, ‘‘Collective Fund(s),’’ 

means a separate account of an 

insurance company, as defined in 

section 2510.3–101(h)(1)(iii) of the 

Department’s plan assets regulations,5

maintained by Principal, and a bankmaintained common or collective 

investment trust maintained by 

Principal. 

(k) The term, ‘‘business day,’’ means 

any day that 

(1) Principal is open for conducting 

all or substantially all of its business; 

and 

(2) The New York Stock Exchange (or 

any successor exchange is open for 

trading. 

(l) The term, ‘‘Fee Increase(s),’’ 

includes any increase by Principal in a 

rate of a fee, previously authorized in 

writing by the Second Fiduciary of each 

affected Client Plan, pursuant to Section 

II(i)(2)(i)–(iv), above, and in addition 

includes, but is not limited to: 

(1) Any increase in any fee that results 

from the addition of a service for which 

a fee is charged; 

(2) Any increase in any fee that results 

from a decrease in the number of 

services and any increase in any fee that 

results from a decrease in the kind of 

service(s) performed by Principal for 

such fee over an existing rate of fee for 

each such service previously authorized 

by the Second Fiduciary, in accordance 

with Section II(i)(2)(i)–(iv), above; and 

(3) Any increase in any fee that results 

from Principal changing from one of the 

fee methods, as described, above, in 

Section II(a)(1)–(3), to using another of 

the fee methods, as described, above, in 

Section II(a)(1)–(3). 

(m) The term, ‘‘Plan-Level 

Management Fee,’’ includes any 

investment management fee, investment 

advisory fee, and any similar fee paid by 

a Client Plan to Principal for any 

investment management services, 

investment advisory services, and 

similar services provided by Principal to 

such Client Plan at the plan-level. The 

term, ‘‘Plan-Level Management Fee’’ 

does not include a separate fee paid by 

a Client Plan to Principal for asset 

allocation service(s) (Asset Allocation 

Service(s)), as defined, below, in Section 

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32680 Federal Register / Vol. 77, No. 106 / Friday, June 1, 2012 / Notices 

6For the receipt by Principal from a Client Plan 

of a fee for Asset Allocation Services provided by 

Principal to such Client Plan at the plan-level, 

Principal relies on the relief provided by the 

statutory exemption, as set forth in section 408(b)(2) 

of the Act and the Department’s regulations, 

pursuant to 29 CFR 2550.408b–2. The Department 

is offering no view, herein, as to whether the receipt 

by Principal of such an asset allocation fee is 

covered by such statutory exemption, nor is the 

Department, herein, offering any view as to whether 

Principal satisfies the conditions set forth in such 

statutory exemption. 

IV(p), provided by Principal to such 

Client Plan at the plan-level.6

(n) The term, ‘‘Collective Fund-Level 

Management Fee,’’ includes any 

investment management fee, investment 

advisory fee, and any similar fee paid by 

a Collective Fund to Principal for any 

investment management services, 

investment advisory services, and any 

similar services provided by Principal to 

such Collective Fund at the collective 

fund level. 

(o) The term, ‘‘Affiliated Fund-Level 

Advisory Fee’’ includes any investment 

advisory fee and any similar fee paid by 

an Affiliated Fund to Principal under 

the terms of an investment advisory 

agreement adopted in accordance with 

section 15 of the Investment Company 

Act. 

(p) The term, ‘‘Asset Allocation 

Service(s),’’ means a service or services 

to a Client Plan relating to the selection 

of appropriate asset classes or targetdate ‘‘glidepath,’’ and the allocation or 

reallocation (including rebalancing) of 

the assets of a Client Plan among the 

selected asset classes. Such services do 

not include the management of the 

underlying assets of a Client Plan, the 

selection of specific funds or managers, 

and the management of the selected 

Affiliated Funds or Collective Funds. 

Effective Date: This exemption is 

effective as of the date of the publication 

of the final exemption in the Federal 

Register. 

Written Comments 

In the Notice, the Department invited 

all interested persons to submit written 

comments and requests for a hearing 

within 45 days of the date of the 

publication of the Notice in the Federal 

Register on December 13, 2011. All 

comments and requests for hearing were 

due by January 27, 2012. During the 

comment period, the Department 

received no requests for hearing. 

However, the Department did receive a 

comment (the Original Comment) from 

the Applicants via an email, dated 

January 27, 2012. In the email, the 

Applicants requested certain 

modifications to the language of three 

(3) of the conditions of the exemption, 

as set forth in the Notice. Subsequently, 

after further consideration, the 

Applicants, in a letter dated March 19, 

2012, amended the Original Comment 

(the Amended Comment). The 

Applicants’ Amended Comment is 

discussed in paragraphs 1–3, below, in 

an order that corresponds to the 

appearance of the relevant language in 

the Notice. 

1. The Applicants have requested a 

modification to the language of Section 

II(j)(4)(ii)(A), as set forth on page 77601, 

column 3, lines 10–30 of the Notice. 

Section II(j)(4)(ii)(A) in the Notice reads, 

as follows: 

In the case of a Client Plan which invests 

in a Collective Fund, the termination will be 

implemented by the withdrawal of such 

Client Plan from all investments in such 

affected Collective Fund, and such 

withdrawal will be implemented by Principal 

within such time as may be necessary for 

withdrawal in an orderly manner that is 

equitable to the affected withdrawing Client 

Plan and to all non-withdrawing Client 

Plans, but in no event shall such withdrawal 

be implemented by Principal more than five 

(5) business days after the day Principal 

receives from the Second Fiduciary, acting 

on behalf of such withdrawing Client Plan, 

a Termination Form or receives some other 

written notification of intent to terminate the 

investment of such Client Plan in such 

Collective Fund. 

In the comment letter, the Applicants 

agreed to accept the condition of a firm 

five (5) business day limitation on 

withdrawals from any Collective Fund 

that is operating in reliance on this 

exemption. However, Principal requests 

that this condition be waived in the 

event that (a) any governmental 

authority forbids Principal from 

distributing the funds within five (5) 

days due to an emergency (e.g., a market 

closure); or (b) the withdrawing Client 

Plan fails to direct Principal as to where 

to reinvest or send the withdrawal 

proceeds. Principal also requests that if 

the Second Fiduciary specifies an 

effective date for the withdrawal that is 

later than the date the Termination 

Form is delivered to Principal that 

Principal may treat such later date as 

the date of receipt. 

In order to clarify the language, as set 

forth in Section II(j)(4)(ii)(A) in the 

Notice, the Applicants request that the 

language of Section II(j)(4)(ii)(A) in the 

exemption be amended as follows: 

In the case of a Client Plan which invests 

in a Collective Fund, the termination will be 

implemented by the withdrawal of such 

Client Plan from all investments in such 

affected Collective Fund, and such 

withdrawal will be implemented by Principal 

within such time as may be necessary for 

withdrawal in an orderly manner that is 

equitable to the affected withdrawing Client 

Plan and to all non-withdrawing Client 

Plans, but in no event shall such withdrawal 

be implemented by Principal more than five 

(5) business days after the day Principal 

receives from the Second Fiduciary, acting 

on behalf of such withdrawing Client Plan, 

a Termination Form or receives some other 

written notification of intent to terminate the 

investment of such Client Plan in such 

Collective Fund, unless such withdrawal is 

otherwise prohibited by a governmental 

entity with jurisdiction over the Collective 

Fund, or the Second Fiduciary fails to 

instruct Principal as to where to reinvest or 

send the withdrawal proceeds; 

The Department concurs, and 

accordingly, language of Section 

II(j)(4)(ii)(A) in the exemption has been 

amended, as requested by the 

Applicants. 

2. The Applicants have requested 

deletion of the language of Section 

II(j)(4)(ii)(B), as set forth on page 77601, 

column 3, lines 31–45 of the Notice. 

Section II(j)(4)(ii)(B) in the Notice reads, 

as follows: 

Principal will pay to such withdrawing 

Client Plan interest on the settlement amount 

calculated at the prevailing Federal funds 

rate plus two percent (2%) for the period 

from the day Principal receives from the 

Second Fiduciary, acting on behalf of such 

withdrawing Client Plan, a Termination 

Form or receives some other written 

notification of intent to terminate the 

investment of such Client Plan in such 

Collective Fund, to the date Principal pays 

such settlement amount in cash, with interest 

thereon, to such withdrawing Client Plan. 

In the comment letter, the Applicants 

agreed to accept the condition of a firm 

five (5) business day limitation on 

withdrawals from any Collective Fund, 

as set forth in Section II(j)(4)(ii)(A) of 

this exemption, subject to the 

elimination of the requirement that the 

Applicants pay interest during such five 

business day period. 

The Department concurs, and 

accordingly, Section II(j)(4)(ii)(B), as set 

forth in the Notice, has been deleted 

from this exemption. 

3. The Applicants have requested a 

modification to the language of Section 

II(j)(4)(ii)(C), as set forth on page 77601, 

column 3, lines 46–61 of the Notice. 

Section II(j)(4)(ii)(C) in the Notice reads, 

as follows: 

From the date a Second Fiduciary, acting 

on behalf of a Client Plan that invests in a 

Collective Fund, returns a Termination Form 

or returns some other written notification of 

intent to terminate such Client Plan’s 

investment in such Collective Fund, such 

Client Plan will not be subject to pay a pro 

rata share of any Collective Fund-Level 

Management Fee, nor will such Client Plan 

be subject to any other changes to the 

portfolio of such Collective Fund, including 

a pro rata share of any Affiliated Fund-Level 

Advisory Fee arising from the investment by 

such Collective Fund in an Affiliated Fund. 

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In this regard, the Applicants 

acknowledge that a Client Plan which 

timely returns a Termination Form or 

other notice of termination in proper 

form (e.g., with sufficient information to 

implement the intent of such Client 

Plan) will be entitled to receive the NAV 

of the Collective Fund ‘‘as of’’ the close 

of business on the date of receipt by 

Principal of notice of termination—even 

if the funds are not distributed for up to 

five (5) business days. The Applicants 

further acknowledge that this would 

mean that no further charges—whether 

directly at the Collective Fund-Level or 

indirectly at the Affiliated Fund-Level 

will be incurred from and after the 

effective date of the receipt of the 

notification of termination by Principal. 

Accordingly, in order to clarify the 

language, as set forth in Section 

II(j)(4)(ii)(C) in the Notice, the 

Applicants request that Section 

II(j)(4)(ii)(C) be renumbered as Section 

II(j)(4)(ii)(B) and that the word, 

‘‘changes,’’ as set forth on page 77601, 

column 3, line 56 the Notice be 

amended to the word, ‘‘charges.’’ 

The Department concurs, with the 

Applicants’ requested amendments to 

Section II(j)((4)(ii)(C). In addition, the 

Department wishes to clarify that the 

effective date of a withdrawal request is 

the day Principal receives notification of 

termination from a withdrawing Client 

Plan. Further, the Department wishes to 

clarify that a withdrawing Client Plan, 

in addition to not being subject to pay 

a pro rata share of any fees arising from 

the investment by such Client Plan in 

such Collective Fund, and any Affiliated 

Fund-Level Advisory Fee arising from 

such Collective Fund investing in an 

Affiliated Fund, a withdrawing Client 

Plan will not be subject to pay a pro rata 

share of any fee for Secondary Services 

arising from the investment by such 

Collective Fund in such Affiliated Fund. 

Accordingly, the Department has 

amended the language of Section 

II(j)(4)(ii)(C), as set forth in, on page 

77601, column 3, lines 46–61 of the 

Notice, as follows: 

From the date Principal receives from a 

Second Fiduciary, acting on behalf of a Client 

Plan, that invests in a Collective Fund, a 

Termination Form or receives some other 

written notification of intent to terminate 

such Client Plan’s investment in such 

Collective Fund, such Client Plan will not be 

subject to pay a pro rata share of any fees 

arising from the investment by such Client 

Plan in such Collective Fund, including any 

Collective Fund-Level Management Fee, nor 

will such Client Plan be subject to any other 

charges to the portfolio of such Collective 

Fund, including a pro rata share of any 

Affiliated Fund-Level Advisory Fee and any 

fee for Secondary Services arising from the 

investment by such Collective Fund in an 

Affiliated Fund. 

In addition to the changes to the 

language of the final exemption 

requested by the Applicants, as 

discussed above, the Department has 

decided to clarify the language of 

several sections of the final exemption. 

The amended language of each of these 

sections is set forth in paragraphs 4–8, 

below. 

4. Section II(a)(2)(ii), as set forth in 

the Notice at page 77599, column 1, 

lines 33–37, has been deleted. Section 

II(a)(2)(ii) in the final exemption reads, 

as follows: 

does not pay directly to Principal or 

indirectly to Principal through the Collective 

Fund for the entire period of such investment 

any Collective Fund-Level Management Fee 

with respect to any assets of such Client Plan 

invested in such Collective Fund. 

5. Section II(a)(3)(i), as set forth in the 

Notice at page 77599, column 1, lines 

64–69 and column 2, lines 1–4, has been 

deleted. Section II(a)(3)(i) in the final 

exemption reads, as follows: 

does not pay to Principal for the entire period 

of such investment any a Plan-Level 

Management Fee (including any ‘‘Net’’ PlanLevel Management Fee, as described, above, 

in Section II(a)(2)(iii)), and does not pay 

directly to Principal or indirectly to Principal 

through the Collective Fund for the entire 

period of such investment any Collective 

Fund-Level Management Fee with respect to 

the assets of such Client Plan which are 

invested in such Affiliated Fund; or 

6. Section II(a)(3)(ii), as set forth in 

the Notice at page 77599, column 2, 

lines 9–25, has been deleted. Section 

II(a)(3)(ii) in the final exemption reads, 

as follows: 

pays indirectly to Principal through the 

Collective Fund a Collective Fund-Level 

Management Fee, in accordance with Section 

II(a)(2)(i), above, based on the total assets of 

such Client Plan invested in such Collective 

Fund, from which a credit has been 

subtracted from such Collective Fund-Level 

Management Fee, where the amount 

subtracted represents such Client Plan’s pro 

rata share of any Affiliated Fund-Level 

Advisory Fee paid to Principal by such 

Affiliated Fund; and does not pay to 

Principal for the entire period of such 

investment any Plan-Level Management Fee 

with respect to any assets of such Client Plan 

invested in such Collective Fund; or 

7. Section II(a)(3)(iii), as set forth in 

the Notice at page 77599, column 2, 

lines 26–42, has been deleted. Section 

II(a)(3)(iii) in the final exemption reads, 

as follows: 

pays to Principal a Plan-Level Management 

Fee, in accordance with Section II(a)(2)(iii), 

above, based on the total assets of such Client 

Plan under management by Principal at the 

plan-level, from which a credit has been 

subtracted from such Plan-Level Management 

Fee, where the amount subtracted represents 

such Client Plan’s pro rata share of any 

Affiliated Fund-Level Advisory Fee paid to 

Principal by such Affiliated Fund; and does 

not pay directly to Principal or indirectly to 

Principal through the Collective Fund for the 

entire period of such investment any 

Collective Fund-Level Management Fee with 

respect to any assets of such Client Plan 

invested in such Collective Fund; or 

8. The definition of the term, ‘‘Asset 

Allocation Services(s),’’ as set forth in 

Section IV(p) in the Notice at page 

77605, column 2, lines 21–37, has been 

deleted. The amended definition of the 

term, ‘‘Asset Allocation’’ in the final 

exemption reads, as follows: 

The term, ‘‘Asset Allocation Service(s),’’ 

means a service or services to a Client Plan 

relating to the selection of appropriate asset 

classes or target-date ‘‘glidepath,’’ and the 

allocation or reallocation (including 

rebalancing) of the assets of a Client Plan 

among the selected asset classes. Such 

services do not include the management of 

the underlying assets of a Client Plan, the 

selection of specific funds or managers, and 

the management of the selected Affiliated 

Funds or Collective Funds. 

After full consideration and review of 

the entire record, including the Original 

Comment and the Amended Comment 

filed by the Applicants, the Department 

has determined to grant the exemption, 

as modified, above. The Original 

Comment and the Amended Comment 

submitted to the Department by the 

Applicants have been included as part 

of the public record of the exemption 

application. A copy of the Original 

Comment and the Amended Comment 

is posted on the Department’s Web site 

at http://www.regulations.gov. The 

complete application file (D–11579), 

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 13, 2011, at 76 FR 77598. 

FOR FURTHER INFORMATION CONTACT: 

Angelena C. Le Blanc of the Department, 

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

toll-free number). 

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7For 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. 

Weyerhaeuser Company 

(Weyerhaeuser) and Federalway Asset 

Management LP (collectively, the 

Applicants) Located in Federalway, 

Washington 

[Exemption Application No. D–11677; 

Prohibited Transaction Exemption 2012–12] 

Exemption 

Section I: Specific Exemption Involving 

the Contribution In-Kind 

The restrictions of sections 

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

the Act and the sanctions resulting from 

the application of section 4975 of the 

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

and 4975(c)(1)(E) of the Code,7 shall not 

apply, effective as of the date of the 

publication of this exemption in the 

Federal Register, to the contribution inkind by the Weyerhaeuser Company 

(Weyerhaeuser), the sponsor of the 

Weyerhaeuser Pension Plan (the Plan), 

of a bundle of assets (the Assets) owned 

by Weyerhaeuser Asset Management 

LLC (WAM), a wholly-owned subsidiary 

of Weyerhaeuser NR Company which is 

in turn a wholly-owned subsidiary of 

Weyerhaeuser, to the Weyerhaeuser 

Company Master Retirement Trust (the 

Master Trust); provided that the 

conditions, as set forth, below, in 

Section IV, and the following conditions 

are satisfied: 

(a) Prior to the execution and closing 

on the in-kind contribution of the 

Assets, an independent, qualified 

fiduciary (the I/F), as defined in Section 

V(k), acting on behalf of the Master 

Trust, determines whether and on what 

terms to enter into the in-kind 

contribution of such Assets; 

(b) The I/F negotiates, reviews, and 

approves the specific terms and 

conditions of the in-kind contribution of 

the Assets and determines, prior to 

entering into such in-kind contribution, 

that such transaction is feasible, in the 

interest of, and protective of the Master 

Trust and its participants and 

beneficiaries; 

(c) The I/F takes the necessary steps 

to ensure compliance by Weyerhaeuser 

with the terms and conditions of the inkind contribution of the Assets; 

(d) As of the date the Assets are 

contributed to the Master Trust, the 

contributed value of the Assets is equal 

to the fair market value of the Assets, as 

determined by the I/F; 

(e) The terms and conditions of the inkind contribution of the Assets are no 

less favorable to the Master Trust than 

terms negotiated at arm’s length under 

similar circumstances between 

unrelated parties; 

(f) The fair market value of the Assets 

will constitute less than one percent 

(1%) of the assets of the Master Trust at 

the time such Assets are contributed to 

the Master Trust; 

(g) The Master Trust incurs no 

commissions, fees, costs, or other 

charges and expenses in connection 

with the in-kind contribution of the 

Assets to the Master Trust; 

(h) The in-kind contribution of the 

Assets is a one-time transaction; 

(i) The fair market value of the Assets 

is not credited in the prefunding 

balance for purposes of calculating the 

minimum required contributions of 

Weyerhaeuser to the Plan; 

(j) Pursuant to the royalty interest 

agreement (the Royalty Agreement) with 

Federalway Asset Management LP 

(Newco), the Master Trust will be 

entitled to receive annual royalty 

payments in the amount of 12.5 percent 

(12.5%) on revenues of less than $25 

million per year and 15 percent (15%) 

on revenues of more than $25 million 

per year; and 

(k) The termination of Newco as 

investment manager of the Master Trust 

will have no impact on the Master 

Trust’s rights under the Royalty 

Agreement. 

Section II: Specific Exemption Involving 

the Management by Newco of the Assets 

of Employee Benefit Plans 

Effective for a period of five (5) years, 

beginning on the date of the publication 

of this exemption in the Federal 

Register and ending on the day which 

is five (5) years from such publication 

date, the restrictions of section 

406(a)(1)(A) through (D) of the Act and 

the taxes imposed by section 4975(a) 

and (b) of the Code, by reason of section 

4975(c)(1)(A) through (D) of the Code, 

shall not apply to: 

(a) Any transaction between a party in 

interest, as defined in Section V(e), with 

respect to the Plan and the Master Trust 

in which such Plan has an interest; and 

any transaction between a party in 

interest, as defined in Section V(e), with 

respect to any other employee benefit 

plan or employee benefit plans 

sponsored by Weyerhaeuser (the Other 

Plan(s)) and the Master Trust in which 

such Other Plan(s) have an interest; and 

(b) Any transaction between a party in 

interest, as defined in Section V(e), and 

any employee benefit plan or any 

employee benefit plans, as defined in 

Section V(i), (the Client Plan(s)), where 

such Client Plan has engaged Newco to 

act as investment manager within the 

meaning of section 3(38) of the Act, or 

where such Client Plan is invested in a 

collective investment vehicle managed 

by Newco the assets of which are treated 

as plan assets under section 3(42) of the 

Act; provided that: 

(1) Newco has discretionary authority 

or control with respect to the assets of 

the Plan, the assets of the Other Plan(s), 

or the assets the Client Plan(s) which are 

invested in an investment fund (a 

Managed Account) involved in any such 

transaction; 

(2) Newco satisfies the definition, as 

set forth, below, in Section V(a) of this 

exemption; and 

(3) The conditions as set forth, below, 

in Section III, and Section IV, are 

satisfied. 

Section III: Specific Conditions 

Applicable to Transactions Described in 

Section II of This Exemption 

(a) At the time of the transaction, as 

defined in Section V(h), neither the 

party in interest, as defined in Section 

V(e), nor any affiliate, as defined in 

Section V(b): 

(1) Has the authority to appoint or 

terminate Newco as a manager of the 

Managed Account involved in the 

transaction, or 

(2) Has the authority to negotiate on 

behalf of the Plan, the Other Plan(s), or 

the Client Plan(s), the terms of the 

management agreement with Newco 

(including renewals or modifications 

thereof) with respect to the Managed 

Account involved in the transaction; 

Notwithstanding the foregoing, in the 

case of a Managed Account in which 

two (2) or more unrelated plans, as 

defined in Section V(i), have an interest, 

a transaction with a party in interest, as 

defined in Section V(e), with respect to 

a plan will be deemed to satisfy the 

requirements of Section III(a), if the 

assets of the plan managed by Newco in 

the Managed Account, when combined 

with the assets of other plans 

established or maintained by the same 

employer (or affiliate thereof, as 

described in Section V(b)(1)) or by the 

same employee organization, and 

managed in the same Managed Account, 

represent less than 10 percent (10%) of 

the assets of the Managed Account; 

(b) The transaction is not described 

in— 

(1) Prohibited Transaction Exemption 

2006–16 (71 FR 63786; October 31, 

2006) (relating to securities lending 

arrangements) (as amended or 

superseded), 

(2) Prohibited Transaction Exemption 

83–1 (48 FR 895; January 7, 1983) 

(relating to acquisitions by plans of 

interests in mortgage pools) (as 

amended or superseded), or 

(3) Prohibited Transaction Exemption 

82–87 (47 FR 21331; May 18, 1982) 

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(relating to certain mortgage financing 

arrangements) (as amended or 

superseded); 

(c) The terms of the transaction are 

negotiated on behalf of the Managed 

Account by, or under the authority and 

general direction of, Newco, and either 

Newco, or (so long as Newco retains full 

fiduciary responsibility with respect to 

the transaction) a property manager 

acting in accordance with written 

guidelines established and administered 

by Newco, makes the decision on behalf 

of the Managed Account to enter into 

the transaction, provided that the 

transaction is not part of an agreement, 

arrangement, or understanding designed 

to benefit a party in interest, as defined 

in Section V(e); 

(d) The party in interest, as defined in 

Section V(e), dealing with the Managed 

Account is neither Newco nor a person 

related to Newco, within the meaning of 

Section V(g); 

(e) At the time the transaction is 

entered into, and at the time of any 

subsequent renewal or modification 

thereof that requires the consent of 

Newco, the terms of the transaction are 

at least as favorable to the Managed 

Account as the terms generally available 

in arm’s length transactions between 

unrelated parties; 

(f) Neither Newco nor any affiliate 

thereof, as defined in Section V(c), nor 

any owner, direct or indirect, of a 5 

percent (5%) or more interest in Newco 

is a person who within the ten (10) 

years immediately preceding the 

transaction has been either convicted or 

released from imprisonment, whichever 

is later, as a result of: 

(1) Any felony involving abuse or 

misuse of such person’s employee 

benefit plan position or employment, or 

position or employment with a labor 

organization; 

(2) Any felony arising out of the 

conduct of the business of a broker, 

dealer, investment adviser, bank, 

insurance company, or fiduciary; 

(3) Income tax evasion; 

(4) Any felony involving the larceny, 

theft, robbery, extortion, forgery, 

counterfeiting, fraudulent concealment, 

embezzlement, fraudulent conversion, 

or misappropriation of funds or 

securities; 

(5) Conspiracy or attempt to commit 

any such crimes or a crime in which any 

of the foregoing crimes is an element; or 

(6) Any other crime described in 

section 411 of the Act. For purposes of 

this Section III(f), a person shall be 

deemed to have been ‘‘convicted’’ from 

the date of the judgment of the trial 

court, regardless of whether that 

judgment remains under appeal. 

Section IV–General Requirements 

Applicable to Transactions Described in 

Section I and Section II of This 

Exemption 

(a) Newco or an affiliate, as defined in 

Section V(l), maintains or causes to be 

maintained within the United States, for 

a period of six (6) years from the date 

of each covered transaction, the records 

necessary to enable the persons 

described, below, in Section 

IV(b)(1)(A)–(E), to determine whether 

the conditions of this exemption have 

been met, except that: 

(1) A separate prohibited transaction 

will not be considered to have occurred 

solely because, due to circumstances 

beyond the control of Newco and/or its 

affiliates, as defined in Section V(l), the 

records are lost or destroyed prior to the 

end of the six (6) year period, and 

(2) No party in interest or disqualified 

person, as defined in Section V(e), other 

than Newco, 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 Section 

IV(b)(1). 

(b)(1) Except as provided in Section 

IV(b)(2), and notwithstanding any 

provisions of subsections (a)(2) and (b) 

of section 504 of the Act, the records 

referred to, above, in Section IV(a) are 

unconditionally available for 

examination at their customary location 

during normal business hours by: 

(A) Any duly authorized employee or 

representative of the Department or of 

the Internal Revenue Service; 

(B) Any fiduciary of the Plan, any 

fiduciary of any Other Plan(s), any 

fiduciary of any Client Plan(s), and any 

duly authorized representative of such 

fiduciary; 

(C) Any contributing employer to the 

Plan, any contributing employer to any 

Other Plan(s), any contributing 

employer to any of the Client Plan(s), 

and any duly authorized employee 

representative of such contributing 

employer; 

(D) Any participant or beneficiary of 

the Plan, any participant or beneficiary 

of any Other Plan(s), any participant or 

beneficiary of any Client Plan(s), and 

any duly authorized representative of 

such participants or beneficiaries; and 

(E) Any employee organization whose 

members are covered by the Plan, any 

employee organization whose members 

are covered by the Other Plan(s), and 

any employee organization whose 

members are covered by any Client 

Plan(s); 

(2) None of the persons, described in 

Section IV(b)(1)(B) through (E), shall be 

authorized to examine trade secrets of 

Newco or its affiliates, as defined in 

Section V(l), or commercial or financial 

information which is privileged or 

confidential. 

Section V—Definitions 

(a) For purposes of this exemption, 

the term, Federalway Asset Management 

LP, and the term, ‘‘Newco,’’ means a 

fiduciary (as defined in Section V(j)) 

which is an investment adviser 

registered under the Investment 

Advisers Act of 1940 that has total 

client assets under its management and 

control in excess of $85,000,000, as of 

the date Newco commences operations, 

and shareholders’ or partners’ equity (as 

defined in Section V(m)) in excess of 

$1,000,000. 

(b) For purposes of Section III(a), an 

‘‘affiliate’’ of a person means— 

(1) Any person directly or indirectly, 

through one or more intermediaries, 

controlling, controlled by, or under 

common control with the person, 

(2) Any corporation, partnership, trust 

or unincorporated enterprise of which 

such person is an officer, director, 10 

percent (10%) or more partner, or highly 

compensated employee as defined in 

section 4975(e)(2)(H) of the Code (but 

only if the employer of such employee 

is the plan sponsor), and 

(3) Any director of the person or any 

employee of the person who is a highly 

compensated employee, as defined in 

section 4975(e)(2)(H) of the Code, or 

who has direct or indirect authority, 

responsibility or control regarding the 

custody, management or disposition of 

plan assets involved in the transaction. 

A named fiduciary (within the meaning 

of section 402(a)(2) of the Act) of a plan 

with respect to the plan assets involved 

in the transaction and an employer any 

of whose employees are covered by the 

plan will also be considered affiliates 

with respect to each other for purposes 

of Section III(a), if such employer or an 

affiliate of such employer has the 

authority, alone or shared with others, 

to appoint or terminate the named 

fiduciary or otherwise negotiate the 

terms of the named fiduciary’s 

employment agreement. 

(c) For purposes of Section III(f), an 

‘‘affiliate’’ of a person means— 

(1) Any person directly or indirectly 

through one or more intermediaries, 

controlling, controlled by, or under 

common control with the person, 

(2) Any director of, relative of, or 

partner in, any such person, 

(3) Any corporation, partnership, trust 

or unincorporated enterprise of which 

such person is an officer, director, or a 

5 percent (5%) or more partner or 

owner, and 

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(4) Any employee or officer of the 

person who— 

(A) Is a highly compensated employee 

(as defined in section 4975(e)(2)(H)) of 

the Code or officer (earning 10 percent 

(10%) or more of the yearly wages of 

such person), or 

(B) Has direct or indirect authority, 

responsibility or control regarding the 

custody, management or disposition of 

plan assets. 

(d) For purposes of Section V(b), 

Section V(c), and Section V(l), the term, 

‘‘control,’’ means the power to exercise 

a controlling influence over the 

management or policies of a person 

other than an individual. 

(e) For purposes of this exemption, 

the term, ‘‘party in interest,’’ means a 

person described in section 3(14) of the 

Act and includes a ‘‘disqualified 

person,’’ as defined in Code section 

4975(e)(2). 

(f) For purposes of Section V(c)(2) and 

Section V(l)(2), the term, ‘‘relative,’’ 

means a relative as that term is defined 

in section 3(15) of the Act, or a brother, 

a sister, or a spouse of a brother or 

sister. 

(g) Newco is ‘‘related’’ to a party in 

interest for purposes of Section III(d), if, 

as of the last day of its most recent 

calendar quarter: (i) Newco owns a 10 

percent (10%) or more interest in the 

party in interest; (ii) a person 

controlling, or controlled by, Newco 

owns a 20 percent (20%) or more 

interest in the party in interest; (iii) the 

party in interest owns a 10 percent 

(10%) or more interest in Newco; or (iv) 

a person controlling, or controlled by, 

the party in interest owns a 20 percent 

(20%) or more interest in Newco. 

Notwithstanding the foregoing, a party 

in interest is ‘‘related’’ to Newco if: (i) 

A person controlling, or controlled by, 

the party in interest has an ownership 

interest that is less than 20 percent 

(20%) but greater than 10 percent (10%) 

in Newco and such person exercises 

control over the management or policies 

of Newco by reason of its ownership 

interest; (ii) a person controlling, or 

controlled by, Newco has an ownership 

interest that is less than 20 percent 

(20%) but greater than 10 percent (10%) 

in the party in interest and such person 

exercises control over the management 

or policies of the party in interest by 

reason of its ownership interest. For 

purposes of this definition: 

(1) The term ‘‘interest’’ means with 

respect to ownership of an entity— 

(A) The combined voting power of all 

classes of stock entitled to vote or the 

total value of the shares of all classes of 

stock of the entity if the entity is a 

corporation, 

(B) The capital interest or the profits 

interest of the entity if the entity is a 

partnership, or 

(C) The beneficial interest of the 

entity if the entity is a trust or 

unincorporated enterprise; and 

(2) A person is considered to own an 

interest if, other than in a fiduciary 

capacity, the person has or shares the 

authority— 

(A) To exercise any voting rights or to 

direct some other person to exercise the 

voting rights relating to such interest, or 

(B) To dispose or to direct the 

disposition of such interest. 

(h) For purposes of this exemption, 

the time as of which any transaction 

occurs is the date upon which the 

transaction is entered into. In addition, 

in the case of a transaction that is 

continuing, the transaction shall be 

deemed to occur until it is terminated. 

If any transaction is entered into on or 

after the date of the publication of this 

exemption in the Federal Register or a 

renewal that requires the consent of 

Newco occurs on or after the date of the 

publication of this exemption in the 

Federal Register, and the requirements 

of this exemption are satisfied at the 

time the transaction is entered into or 

renewed, respectively, the requirements 

will continue to be satisfied thereafter 

with respect to the transaction. Nothing 

in this paragraph shall be construed as 

exempting a transaction entered into by 

a Managed Account which becomes a 

transaction, as described in section 406 

of the Act or section 4975 of the Code 

while the transaction is continuing, 

unless the conditions of this exemption 

were met either at the time the 

transaction was entered into or at the 

time the transaction would have become 

prohibited but for this exemption. 

(i) For purposes of this exemption, the 

terms, ‘‘employee benefit plan’’ and 

‘‘plan,’’ include an employee benefit 

plan described in section 3(3) of the Act 

and/or a plan described in section 

4975(e)(1) of the Code, but do not 

include a plan sponsored by Newco or 

any affiliate of Newco. 

(j) For purposes of Section V(a), the 

term ‘‘fiduciary’’ means a fiduciary 

managing the assets of a plan, as defined 

in Section V(i), in a Managed Account 

that is independent of and unrelated to 

the employer sponsoring such plan. For 

purposes of this exemption, a fiduciary 

will not be deemed to be independent 

of and unrelated to the employer 

sponsoring the plan, if such fiduciary 

directly or indirectly controls, is 

controlled by, or is under common 

control with the employer sponsoring 

the plan. 

(k) For purposes of Section I, the term, 

‘‘I/F,’’ means a fiduciary that: 

(1) Can demonstrate, through 

experience and/or education, 

proficiency in matters involving the inkind contribution of assets, including 

assets such as the Assets which are the 

subject of Section I of this exemption; 

(2) Is an expert with respect to the 

valuation of assets, such as the Assets, 

or has the ability to access (itself or 

through persons engaged by it) 

appropriate data regarding the value of 

assets, such as the Assets, in the 

relevant market; 

(3) Has not engaged in any criminal 

activity involving fraud, fiduciary 

standards, or securities law violations; 

(4) Is appointed to act on behalf of the 

Master Trust for all purposes related to 

in-kind contribution of the Assets; and 

(5) Is independent of and unrelated to 

Weyerhaeuser and its affiliates, as 

defined, below, in Section V(l). For 

purposes of this exemption, a fiduciary 

will not be deemed to be independent 

of and unrelated to Weyerhaeuser and 

its affiliates if: 

(i) Such fiduciary directly or 

indirectly controls, is controlled by, or 

is under common control with 

Weyerhaeuser and its affiliates, as 

defined, below, in Section V(l), 

(ii) Such fiduciary directly or 

indirectly receives any compensation or 

other consideration in connection with 

any of the transactions described in this 

exemption; except that an I/F may 

receive compensation for acting as an I/ 

F in connection with the transactions 

contemplated herein, if the amount or 

payment of such compensation is not 

contingent upon or in any way affected 

by the I/F’s ultimate decisions, and 

(iii) The annual gross revenue from 

Weyerhaeuser and its affiliates, as 

defined, below, in Section V(l), received 

by such fiduciary, during any year of its 

engagement, does not exceed one 

percent (1%) of such fiduciary’s annual 

gross revenue from all sources for its 

prior tax year. 

(l) For purposes of Section IV(a) and 

Section V(k), the term, ‘‘affiliate,’’ 

means: 

(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 any such person; 

and 

(3) Any corporation or partnership of 

which such person is an officer, 

director, partner, or employee. 

(m) For purposes of Section V(a), the 

term ‘‘shareholders’ or partners’ equity’’ 

means the equity shown in the balance 

sheet, as of the date Newco commences 

operations, prepared in accordance with 

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generally accepted accounting 

principles. 

Temporary Nature of the Exemption 

Effective Date: With regard to the 

transaction described in Section I, the 

Department has determined that the 

relief granted with respect to such 

transaction shall be effective, as of the 

date of the publication of this 

exemption in the Federal Register. 

With regard to the transactions 

described in Section II, the Department 

has determined that the relief granted 

with respect such transactions is 

temporary in nature, and shall be 

effective, beginning on the date of the 

publication of this exemption in the 

Federal Register and ending on the day 

which is five (5) years from the date of 

the publication of this exemption in the 

Federal Register. Accordingly, relief 

described in this exemption with 

respect to the transactions described in 

Section II will not be available upon the 

expiration of such five-year period for 

any new or additional transactions, as 

described herein, after such date, but 

would continue to apply beyond the 

expiration of such five-year period for 

continuing transactions entered into 

within the five-year period; provided 

that the conditions of this exemption 

continue to be satisfied. Should the 

applicant wish to extend, beyond the 

expiration of such five-year period, the 

relief provided for new or additional 

transactions, as described in Section II, 

the Applicants may submit another 

application for exemption. In this 

regard, the Department expects that 

prior to filing another exemption 

application seeking relief for new or 

additional transactions, as described in 

Section II, the Applicants should be 

prepared to demonstrate compliance 

with the conditions of this exemption. 

Written Comments 

In the Notice of Proposed Exemption 

(the Notice), the Department invited all 

interested persons to submit written 

comments and requests for a hearing on 

the proposed exemption within fifty 

(50) days of the date of the publication 

of the Notice in the Federal Register on 

January 20, 2011. All comments and 

requests for hearing were due by March 

12, 2012. Although during the comment 

period, the Department received 

numerous telephone calls, emails, and 

letters from commentators, none of the 

commentators raised any substantive 

issues with respect to the transactions 

which are the subject of this exemption. 

During the comment period, the 

Department also received two requests 

from commentators for a hearing, but 

the commentators did not provide a 

substantive reason why a hearing 

should be held. As no material issues 

relating to the subject transactions were 

raised by the commentators during the 

comment period which would require 

the convening of a hearing, the 

Department has determined not to delay 

consideration of the final exemption by 

holding a hearing on application D– 

11677. 

Accordingly, after full consideration 

and review of the entire record, 

including the comments filed by the 

commentators, the Department has 

determined to grant the exemption, as 

set forth, above. The written comments 

submitted to the Department by the 

commentators have been included as 

part of the public record of the 

exemption application. Copies of the 

written comments have also been 

provided to Weyerhaeuser. The 

complete application file (D–11677), 

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 January 20, 2012, at 77 FR 3052. 

FOR FURTHER INFORMATION CONTACT: Ms. 

Angelena C. Le Blanc of the Department, 

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

a toll-free number.) 

Sammons Enterprises, Inc. Employee 

Stock Ownership ESOP (the ESOP) 

Located in Dallas, Texas 

[Prohibited Transaction Exemption 2012–13; 

Exemption Application Number D–11679] 

Exemption 

The restrictions of sections 

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

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

resulting from the application of section 

4975 of the Code, by reason of section 

4975(c)(1)(A), (D) and (E) of the Code, 

shall not apply to the personal holding 

company consent dividend election (the 

Consent) with respect to Sammons 

Enterprises, Inc. (Sammons), by the 

trustee of the ESOP, provided that the 

following conditions are satisfied: 

(a) The trustee of the ESOP is an 

independent, qualified fiduciary (the I/ 

F), acting on behalf of the ESOP, which 

determines prior to entering into the 

transaction that the transaction is 

feasible, in the interest of, and 

protective of the ESOP and the 

participants and beneficiaries of the 

ESOP; 

(b) Before the ESOP enters into the 

subject transaction, the I/F reviews the 

transaction, 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) Sammons provides to the I/F, in a 

timely fashion, all information 

reasonably requested by the I/F to assist 

it in making its decision whether or not 

to approve the transaction; 

(e) The consent dividend will 

represent no more than two percent 

(2%) of the ESOP’s assets in any taxable 

year within the timeframe of the 

exemption herein; 

(f) Shares of Sammons stock are held 

in an ESOP suspense account, and are 

allocated each year to each eligible 

ESOP participant in accordance with 

the applicable provisions of the Code; 

(g) All of the requirements of section 

565 of the Code are met with respect to 

the Consent; and 

(h) All shareholders of Sammons are 

requested to consent to the dividend in 

the manner prescribed under section 

565 of the Code. 

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 14, 2011 at 76 FR 70503, and 

the notice of amendment to the 

proposed exemption published on 

March 30, 2012 at 77 FR 19338. 

Temporary Nature of Exemption: This 

exemption will expire at the earlier of 

(i) the first day of Sammons’ first fiscal 

year next following the fiscal year in 

which falls the fifth anniversary of the 

date of grant of the exemption; and (ii) 

the first day upon which the ESOP fails 

to own at least 99% of the issued and 

outstanding shares of Sammons. 

FOR FURTHER INFORMATION CONTACT: 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 to which the exemption does 

not apply and the general fiduciary 

responsibility provisions of section 404 

of the Act, which among other things 

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32686 Federal Register / Vol. 77, No. 106 / Friday, June 1, 2012 / 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). 

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 25th day of 

May 2012. 

Lyssa E. Hall, 

Acting Director of Exemption Determinations, 

Employee Benefits Security Administration, 

U.S. Department of Labor. 

[FR Doc. 2012–13263 Filed 5–31–12; 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– 

11649, Meridian Medical Associates, 

S.C, Employees’ Retirement Plan and 

Trust (the Plan); D–11710, El Paso 

Corporation Retirement Savings Plan 

(the Plan); and D–11714, Ed Laur 

Defined Benefit Plan (the 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. 

lll, 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 email 

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 (76 FR 

66637, 66644, October 27, 2011).1

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. 

Meridian Medical Associates, S.C., 

Employees’ Retirement Plan and Trust 

(the Plan), Located in Joliet, Illinois 

[Exemption Application No. D–11649] 

Proposed Exemption 

The Department is considering 

granting an exemption under the 

authority of section 408(a) of the Act 

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

in accordance with the procedures set 

forth in 29 CFR Part 2570, Subpart B (55 

FR 32836, 32847, August 10, 1990). 

I—Transactions 

If the exemption is granted, the 

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

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

the Act and the sanctions resulting from 

the application of section 4975 of the 

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

4975(c)(1)(D), and 4975(c)(1)(E) of the 

Code, will not apply to: 

(a) The cash purchase (the Purchase) 

by the Plan (formerly, the Will County 

Medical Associates, S.C. Employees’ 

Retirement Plan & Trust) of a 52 percent 

(52%) beneficial ownership interest in a 

parcel of improved real property (the 

Annex) located in Joliet, Illinois, from 

the JMG Property, LLC (the LLC), a party 

in interest with respect to the Plan; 

(b) The entry by the Plan through a 

land trust (no. 6722), into a lease (the 

Annex Lease) with Meridian Medical 

Associates, S.C. (the Employer) 

(formerly, the Will County Medical 

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