Federal Register / Vol. 79, No. 216 / Friday, November 7, 2014 / Notices 66409 

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). 

2Pursuant to 29 CFR 2510.3–2(d), the Spouses’ 

IRAs are not within the jurisdiction of Title I of the 

Act. However, there is jurisdiction under Title II of 

the Act pursuant to section 4975 of the Code. 

Dated: October 31, 2014. 

Michel Smyth, 

Departmental Clearance Officer. 

[FR Doc. 2014–26452 Filed 11–6–14; 8:45 am] 

BILLING CODE 4510–04–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: 2014–09, Renaissance 

Technologies, LLC, D–11730; and 2014– 

10, Family Dynamics Inc., Pension Plan, 

D–11777. 

SUPPLEMENTARY INFORMATION: Notices 

were previously published in the 

Federal Register of the pendency before 

the Department of proposals to grant the 

above-referenced exemptions. Each 

notice set forth a summary of facts and 

representations contained in an 

application for exemption, and referred 

interested persons to the application for 

a complete statement of the facts and 

representations. Each application has 

been available for public inspection at 

the Department in Washington, DC. 

Each notice also invited interested 

persons to submit comments on the 

requested exemption to the Department. 

In addition, each notice stated that any 

interested person might submit a 

written request that a public hearing be 

held (where appropriate). The 

applicants have represented that they 

have complied with the requirements of 

notifying interested persons. No request 

for a hearing was received by the 

Department. Public comments were 

received by the Department as described 

in each granted exemption. 

The notices of proposed exemption 

were issued, and the exemptions are 

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 exemptions are 

administratively feasible; (b) The 

exemptions are in the interests of the 

affected plans and their participants and 

beneficiaries; and (c) The exemptions 

are protective of the rights of affected 

participants and beneficiaries. 

Renaissance Technologies, LLC (Renaissance 

or the Applicant) Located in New York, New 

York 

[Prohibited Transaction Exemption 2014–09; 

Application No. D–11730] 

Amendment to Exemption 

Section I. Covered Transactions 

Involving Certain IRAs Subject to Title 

I and Title II of ERISA 

The restrictions of section 

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

Code, shall not apply to: 

(a) The direct or indirect acquisition 

by a Participant’s IRA of an interest in 

a Medallion Fund through such IRA’s 

acquisition of an interest in a New 

Medallion Vehicle; 

(b) The acquisition of an additional 

interest by a Participant’s IRA in a New 

Medallion Vehicle; and 

(c) The redemption of all or a portion 

of a Participant’s IRA’s interest in a New 

Medallion Vehicle. 

This amendment is subject to the 

general conditions set forth below in 

Section IV. 

Section II. Covered Transactions 

Involving Certain IRAs Subject to Title 

II of Erisa Only 

The sanctions resulting from the 

application of section 4975 of the Code, 

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

(D) of the Code, shall not apply to: 

(a) The direct or indirect acquisition 

by a Spouse’s IRA of an interest in a 

Medallion Fund through such IRA’s 

acquisition of an interest in a New 

Medallion Vehicle; 2

(b) The acquisition of an additional 

interest by a Spouse’s IRA in a New 

Medallion Vehicle; and 

(c) The redemption of all or a portion 

of a Spouse’s IRA’s interest in a New 

Medallion Vehicle. 

This amendment is subject to the 

general conditions set forth below in 

Section IV. 

Section III. Covered Transactions 

Involving Certain 401(k) Accounts 

The restrictions of section 

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

Code, shall not apply to: 

(a) The direct or indirect acquisition 

by a 401(k) Account of an interest in a 

Medallion Fund through such 401(k) 

Account’s acquisition of an interest in a 

New Medallion Vehicle; and 

(b) The redemption of all or a portion 

of a 401(k) Account’s interest in a New 

Medallion Vehicle. 

This amendment is subject to the 

general conditions set forth below in 

Section IV. 

Section IV. General Conditions 

(a) An IRA’s acquisition of an interest 

in a New Medallion Vehicle is made at 

the specific direction of its IRA Holder, 

and a 401(k) Account’s acquisition of an 

interest in a New Medallion Vehicle is 

made at the specific direction of its 

401(k) Account Holder. 

(b) Renaissance renders no investment 

advice (within the meaning of 29 CFR 

2510.3–21(c)) to IRA Holders or 401(k) 

Account Holders concerning a potential 

acquisition or redemption of an interest 

in a New Medallion Vehicle and does 

not engage in marketing activities or 

offer employment-related incentives of 

any kind intended to cause IRA Holders 

or 401(k) Account Holders to consider 

such acquisition or redemption. 

(c) An interest in a New Medallion 

Vehicle is only available to IRA Holders 

or 401(k) Account Holders who satisfy 

the securities-based laws, and other 

regulatory-based investor qualifications, 

applicable to all investors in such New 

Medallion Vehicle. 

(d) No commissions, sales charges, or 

other fees (including management fees) 

or profit participations in the form of 

performance allocations or otherwise, 

direct or indirect, are assessed against 

an IRA or 401(k) Account in connection 

with its acquisition and holding of an 

interest in a New Medallion Vehicle. 

(e) An IRA or 401(k) Account pays no 

more and receives no less for its 

particular interest in any of the New 

Medallion Vehicles than it would in an 

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66410 Federal Register / Vol. 79, No. 216 / Friday, November 7, 2014 / Notices 

arm’s length transaction with an 

unrelated party. 

(f) An IRA’s or 401(k) Account’s 

interest in a New Medallion Vehicle is 

redeemable, in whole or in part, without 

the payment of any redemption fee or 

penalty, no less frequently than on a 

quarterly basis upon no less than 10 

days advance written notice by the IRA 

or 401(k) Account, except in the case of 

New Kaleidoscope, for which 45 days’ 

notice is required. 

(g) An acquisition or redemption of an 

IRA’s or 401(k) Account’s interest in a 

New Medallion Vehicle is made for fair 

market value, determined as follows: 

(1) Equity securities are valued at the 

consolidated or composite closing price, 

or, in the case of over-the-counter equity 

securities, the last sale price provided 

by unaffiliated, third-party market data 

providers. If no price of such equity 

security was reported on that date, the 

market value will be the last reported 

price on the most recent date for which 

a price is available, and will reflect a 

discount if such date occurred more 

than thirty days before; 

(2) Fixed income securities are valued 

at the ‘‘bid’’ price of such securities at 

the close of business on the relevant 

valuation date. These prices are 

determined (i) where available, on the 

basis of prices provided by independent 

pricing services that determine 

valuations based on market transactions 

for comparable securities; and (ii) in 

certain cases where independent pricing 

services are not available, on the basis 

of quotes obtained from multiple 

independent providers that are either 

U.S.-registered or foreign broker-dealers, 

which are registered and subject to the 

laws of their respective jurisdiction, or 

banks; 

(3) Options are valued at the mean 

between the current independent best 

‘‘bid’’ price and the current independent 

best ‘‘asked’’ price from the exchanges 

on which they are listed or, where such 

prices are not available, are valued on 

the basis of pricing data obtained from 

unaffiliated, third-party market data 

providers at their fair value in 

accordance with Fair Value Pricing 

Practices by the Renaissance Valuation 

Committee, which utilizes a set of 

defined rules and an independent 

review process; and 

(4) If current market quotations are 

not readily available for any 

investments, such investments are 

valued at their fair value by the 

Renaissance Valuation Committee in 

accordance with Fair Value Pricing 

Practices. 

(h) Redemption of an IRA’s or 401(k) 

Account’s interest in a New Medallion 

Vehicle, in whole or in part, is made for 

cash. 

(i) In the event that a redemption of 

any portion of an interest in a New 

Medallion Vehicle held by an IRA or 

401(k) Account becomes necessary as 

the result of a reduction of the 

Investment Allocation applicable to a 

Participant, then, at such IRA Holder’s 

or 401(k) Account Holder’s election, the 

redemption may first be made of such 

individual’s taxable investments in the 

Medallion Funds (if any) prior to his or 

her IRA’s or 401(k) Account’s interest in 

a New Medallion Vehicle. 

(j) With respect to the investment by 

Participants in the New Medallion 

Vehicles through IRAs, Renaissance 

acknowledges that such investments 

may constitute investments by a 

‘‘pension plan’’ within the meaning of 

section 3(2) of the Act, and the 

Applicant represents that, with respect 

to such investments, it will comply with 

all applicable requirements of Title I of 

the Act. 

(k) Renaissance does not use the IRAs’ 

or 401(k) Accounts’ investments in the 

Funds in any of their marketing 

activities or publicity materials for the 

Funds. 

(l) In advance of the initial investment 

by an IRA or 401(k) Account in a New 

Medallion Vehicle, the IRA Holder or 

401(k) Account Holder receives: 

(1) A copy of the notice of proposed 

exemption published in the Federal 

Register at 77 FR 3038 (January 20, 

2012) and notice of final grant of 

Prohibited Transaction Exemption (PTE) 

2012–10 published in the Federal 

Register at 77 FR 23756 (April 20, 

2012), the proposed amendment 

published in the Federal Register at 79 

FR 47674 (August 14, 2014), and this 

final amendment, once published in the 

Federal Register; 

(2) A private offering memorandum 

(with all related exhibits) describing the 

relevant investment vehicles, including 

its investment objectives, risks, 

conflicts, operating expenses and 

redemption and valuation policies, and 

any IRA Holder or 401(k) Account 

Holder whose IRA or 401(k) Account 

owns an interest in a New Medallion 

Vehicle receives the same disclosures 

and information provided to other 

investors with respect to the Fund in 

which he or she invests; and 

(3) Following receipt of the 

information described in (1) and (2), 

above, an IRA Holder or 401(k) Account 

Holder will receive, in a timely manner, 

all reasonably available relevant 

information as such IRA Holder or 

401(k) Account Holder may request. 

(m) On an on-going basis, Renaissance 

provides each IRA Holder or 401(k) 

Account Holder whose IRA or 401(k) 

Account owns an interest in a New 

Medallion Vehicle with the following 

information: 

(1) Unaudited performance reports at 

the end of each month; and 

(2) Audited annual financial 

statements following the end of each 

calendar year. 

(n) Prior to the acquisition by an IRA 

or 401(k) Account of an interest in a 

New Medallion Vehicle, and the 

corresponding indirect acquisition of an 

interest in a Medallion Master Fund, 

Other Renaissance Managed RF Fund, 

or any other Fund made through such 

acquisition of an interest in a New 

Medallion Vehicle, Renaissance or the 

applicable New Medallion Vehicle 

manager (the New Medallion Vehicle 

Manager) with respect to any such 

acquisition: 

(1) Agrees to submit to the 

jurisdiction of the federal and state 

courts located in the State of New York; 

(2) Agrees to appoint an agent for 

service of process for the New 

Medallion Vehicle, the Other 

Renaissance Managed RF Fund, and any 

other Funds described in this Section 

IV(n), in the United States (the Process 

Agent); 

(3) Consents to service of process on 

the Process Agent; and 

(4) Agrees that any enforcement by an 

IRA Holder or 401(k) Account Holder of 

his or her rights pursuant to this 

amendment will at the option of such 

IRA Holder or 401(k) Account Holder, 

occur exclusively in the United States 

courts. 

(o) Renaissance maintains, or causes 

to be maintained, for a period of six 

years from the date of any covered 

transaction, such records as are 

necessary to enable the persons 

described in paragraph (p)(1) below to 

determine whether the conditions of 

this amendment have been met, 

provided that (1) a separate prohibited 

transaction will not be considered to 

have occurred if, due to circumstances 

beyond the control of Renaissance, the 

records are lost or destroyed prior to the 

end of the six-year period, and (2) no 

party in interest or disqualified person 

other than Renaissance shall be subject 

to a civil penalty under section 502(i) of 

the Act or the taxes imposed by section 

4975(a) and (b) of the Code, if such 

records are not maintained, or are not 

available for examination as required by 

paragraph (p)(1) below. 

(p)(1) Except as provided below in 

paragraph (p)(2), and notwithstanding 

any provisions of subsections (a)(2) and 

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

referred to above in paragraph (o) are 

unconditionally available at their 

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Federal Register / Vol. 79, No. 216 / Friday, November 7, 2014 / Notices 66411 

customary location for examination 

during normal business hours by: 

(A) Any duly authorized employee or 

representative of the Department, the 

Internal Revenue Service, the 

Commodity Futures Trading 

Commission (CFTC), or the U.S. 

Securities and Exchange Commission 

(SEC), and 

(B) Any IRA Holder or 401(k) Account 

Holder or any duly authorized 

representative or beneficiary of an IRA 

or 401(k) Account; and 

(2) None of the persons described 

above in paragraph (p)(1)(B) shall be 

authorized to examine trade secrets of 

Renaissance, or commercial or financial 

information which is privileged or 

confidential, and should Renaissance 

refuse to disclose information on the 

basis that such information is exempt 

from disclosure, Renaissance shall, by 

the close of the thirtieth (30th) day 

following the request, provide a written 

notice advising that person of the 

reasons for the refusal and that the 

Department may request such 

information. 

Section V. Definitions 

For purposes of this amendment: 

(a) The term ‘‘Renaissance’’ means 

Renaissance Technologies, LLC, and its 

affiliates. 

(b) 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 such entity (for 

purposes of this paragraph, the term 

‘‘control’’ means the power to exercise 

a controlling influence over the 

management or policies of a person 

other than an individual); and 

(2) Any officer of, director of, or 

partner in such person. 

(c) The term ‘‘Fair Value Pricing 

Policies’’ means the Official Pricing 

Policy established in good faith by the 

Renaissance Valuation Committee for 

valuing an instrument, which is subject 

to the approval of the Renaissance 

Technologies LLC Board of Directors. 

(d) The term ‘‘Fund’’ or ‘‘Funds’’ 

means, individually or collectively, the 

eight privately offered U.S. and nonU.S. collective investment vehicles 

managed by Renaissance, comprised 

almost exclusively of assets of 

Renaissance and its owners and 

employees (the Proprietary Funds) and 

the eight privately offered U.S. and nonU.S. collective investment vehicles, 

consisting primarily of assets of clients 

of Renaissance (the non-Proprietary 

Funds). 

(e) The term ‘‘Investment Allocation’’ 

means the permitted investment 

allocation limit in the Medallion Funds 

applicable to a Renaissance employee, 

which such employee and his or her 

Spouse may utilize to make investments 

in a Medallion FF or Kaleidoscope, or 

in an applicable New Medallion 

Vehicle. 

(f) The term ‘‘IRA’’ means an 

‘‘individual retirement account’’ as 

defined under section 408(a) of the Code 

that is beneficially owned by an IRA 

Holder or a ‘‘Roth IRA’’ as defined 

under section 408A of the Code that is 

beneficially owned by an IRA Holder. 

(g) The term ‘‘IRA Holder’’ means a 

Participant, or the Spouse of a 

Participant, who is eligible to invest in 

a New Medallion Vehicle through his or 

her IRA. 

(h) The term ‘‘Kaleidoscope’’ means 

Renaissance Kaleidoscope Fund LLC, a 

Delaware limited liability company 

established by Renaissance to facilitate 

the investment in the Proprietary Funds 

by employees of Renaissance who are 

not Accredited Investors under the 

Securities Act of 1933, as amended (the 

1933 Act) or otherwise do not meet the 

financial requirements to invest in such 

Proprietary Funds. 

(i) The term ‘‘Medallion Funds’’ 

means the five Proprietary Funds of 

Renaissance that are organized in a 

‘‘master-feeder’’ investment structure. 

The Medallion Funds are comprised of 

five feeder funds (Medallion FFs), each 

designed for a different type of investor, 

that engage in their investment and 

trading activities only through certain 

master funds and their subsidiaries (the 

Medallion Master Funds). 

(j) The term ‘‘New Medallion Vehicle’’ 

or ‘‘New Medallion Vehicles’’ means, 

individually or collectively, New 

Medallion FF, New Medallion FF 

RMPRF, and New Kaleidoscope. 

(k) The term ‘‘New Kaleidoscope’’ 

means Renaissance Kaleidoscope RF 

Fund LLC, the Delaware limited liability 

company established by Renaissance in 

order to facilitate investment, by IRA 

Holders and 401(k) Plan participants 

who are not ‘‘Accredited Investors’’ 

under the 1933 Act, in the Medallion 

Fund RF LP and Other Renaissance 

Managed RF Funds that are not parties 

in interest, or other disqualified 

persons, as applicable, to the IRA 

Holders’ IRAs or to the New 401(k) Plan. 

(l) The term ‘‘New Medallion FF’’ 

means Medallion Fund RF LP, the 

Bermuda Limited Partnership that is 

treated as a corporation for US Federal 

Income Tax purposes, established by 

Renaissance in order to facilitate an 

investment by an IRA Holder or 401(k) 

Plan participant who is a ‘‘Qualified 

Purchaser’’ or ‘‘Knowledgeable 

Employee’’ under the Investment 

Company Act of 1940, as amended (the 

1940 Act) in the Medallion Master 

Funds, through his or her IRA or 401(k) 

Account. 

(m) The term ‘‘New Medallion FF 

RMPRF’’ means Medallion RMPRF 

Fund LP, the Bermuda Limited 

Partnership that is treated as a 

corporation for U.S. Federal Income Tax 

purposes established by Renaissance in 

order to facilitate the investment by IRA 

Holders or 401(k) Plan participants who 

are neither Qualified Purchasers nor 

‘‘Knowledgeable Employees’’ as defined 

in the 1940 Act, but who are Accredited 

Investors, in the Medallion Master 

Funds, through their IRAs or 401(k) 

Accounts. 

(n) The term ‘‘Other Renaissance 

Managed RF Fund’’ means an RF Series 

of any Renaissance-sponsored Fund, 

other than a Medallion Fund or 

Kaleidoscope Fund, that is a private 

investment vehicle established in 

compliance with the various federal 

securities laws and other applicable 

regulatory requirements and for which 

Renaissance is the investment manager, 

as well as the investment manager of 

any master trading vehicles that may be 

utilized by such a fund to invest and 

trade its assets. 

(o) The term ‘‘Participant’’ means a 

person who is either an employee or a 

Permitted Owner of Renaissance at the 

time of such individual’s investment in 

the New Medallion Vehicles. 

(p) The term ‘‘Permitted Owners’’ 

means the eight individuals permitted 

to invest in the Medallion Funds 

following the termination of their 

Renaissance employment, comprised of 

three Renaissance ‘‘founders,’’ and five 

former employees who are current 

owners of Renaissance. 

(q) The term ‘‘Renaissance Valuation 

Committee,’’ or ‘‘RVC,’’ means the 

committee, established by Renaissance 

in 2008, that oversees and monitors the 

valuation process, and establishes the 

methods of, and procedures for, valuing 

various instruments traded by 

Renaissance, composed of high-level 

Renaissance employees who also may 

be Fund investors. 

(r) The term ‘‘Spouse’’ means a person 

who is (1) married to a Participant, or 

(2) to the extent not prohibited by 

applicable law, in a civil union or 

similar marriage-equivalent institution 

established pursuant to State law of the 

State where the Participant resides (or 

otherwise recognized by the State where 

the Participant resides) with a 

Participant. 

(s) The term ‘‘401(k) Account’’ means 

the plan account established and 

maintained for the benefit of a 

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66412 Federal Register / Vol. 79, No. 216 / Friday, November 7, 2014 / Notices 

3Capitalized terms not defined herein have the 

meanings ascribed to them in the Summary. 

participant in the Renaissance 

Technologies LLC 401(k) Plan. 

(t) The term ‘‘401(k) Account Holder’’ 

means a participant in the Renaissance 

Technologies LLC 401(k) Plan who is 

eligible to invest in a New Medallion 

Vehicle through his or her 401(k) 

Account. 

Section VI. Effective Date 

This amendment of PTE 2012–10 is 

effective as of the earlier of the date of 

publication in the Federal Register or 

October 1, 2014. 

Written Comments 

The Department invited all interested 

persons to submit written comments 

with respect to the proposed 

amendment of exemption published in 

the Federal Register on August 14, 2014 

at 79 FR 47674 (the Notice) on or before 

September 16, 2014. During the 

comment period, the Department 

received one written comment from the 

Applicant that requests: (1) 

modifications to certain definitions in 

Section V of the proposed amendment 

to take into account the 401(k) Account 

investments; (2) a clarification to a 

condition in the proposed amendment; 

(3) updates to information describing 

Renaissance and the Funds; (4) 

clarifications and/or updates to 

descriptions of the New Medallion 

Vehicles; (5) clarifications to 

descriptions of PTE 2012–10 and the 

covered transactions; and (6) 

clarifications regarding use of certain 

defined terms in the Summary of Facts 

and Representations in the Notice (the 

Summary). The Department received no 

other written comments. The 

Applicant’s comment and the 

Department’s responses thereto are 

described as follows.3

Modification of Section V(l) and 

Section V(m). The Applicant’s comment 

requested a change to the definitions of 

‘‘New Medallion FF’’ and ‘‘New 

Medallion FF RMPRF’’ in Section V of 

the proposed amendment to better 

describe the purpose of such investment 

vehicles. Section V(l) of the proposed 

amendment provides that ‘‘[t]he term 

‘New Medallion FF’ means Medallion 

Fund RF LP, the Bermuda Limited 

Partnership that is treated as a 

corporation for US Federal Income Tax 

purposes, established by Renaissance in 

order to facilitate an investment by an 

IRA Holder who is a ‘‘Qualified 

Purchaser’’ or ‘‘Knowledgeable 

Employee’’ under the Investment 

Company Act of 1940, as amended (the 

1940 Act) in the Medallion Master 

Funds, through his or her IRA.’’ 

Furthermore, Section V(m) of the 

proposed amendment provides that 

‘‘[t]he term ‘New Medallion FF RMPRF’ 

means Medallion RMPRF Fund LP, the 

Bermuda Limited Partnership that is 

treated as a corporation for US Federal 

Income Tax purposes established by 

Renaissance in order to facilitate the 

investment by IRA Holders who are 

neither Qualified Purchasers nor 

‘Knowledgeable Employees’ as defined 

in the 1940 Act, but who are Accredited 

Investors, in the Medallion Master 

Funds, through their IRAs.’’ 

The Applicant states that the current 

definitions of ‘‘New Medallion FF’’ and 

‘‘New Medallion FF RMPRF’’ in 

Sections V(l) and V(m) of the proposed 

amendment contain historical 

information about the reason such 

Funds were originally established, i.e., 

to facilitate the investment by IRA 

Holders in the Medallion Master Funds 

through their IRAs in connection with 

PTE 2012–10. However, the Applicant 

states that since the proposed 

amendment provides exemptive relief 

for the investment by 401(k) Account 

Holders in the Medallion Master Funds 

through their 401(k) Accounts in 

addition to the IRA investments 

described in PTE 2012–10, the 

definitions should be updated for the 

sake of clarification, as well as 

consistency with the definition of ‘‘New 

Kaleidoscope,’’ which has already been 

modified in the proposed amendment. 

Accordingly, the Applicant requests that 

the definitions of ‘‘New Medallion FF’’ 

and ‘‘New Medallion FF RMPRF’’ in 

Sections V(l) and V(m) be modified as 

follows: (1) In Section V(l), insert ‘‘or 

401(k) Plan participant’’ after ‘‘an IRA 

Holder’’, and insert ‘‘or 401(k) Account’’ 

after ‘‘his or her IRA’’; and (2) In Section 

V(m), insert ‘‘or 401(k) Plan 

participants’’ after ‘‘IRA Holders’’, and 

insert ‘‘or 401(k) Accounts’’ after ‘‘their 

IRAs’’. 

The Department concurs with the 

Applicant’s requested modification of 

the definitions of ‘‘New Medallion FF’’ 

and ‘‘New Medallion FF RMPRF’’ in 

Sections V(l) and V(m) and the final 

amendment has been modified 

accordingly. 

Clarification of Scope of Condition in 

Section IV(k). The Applicant, in its 

comment, seeks clarification with 

respect to the scope of the condition for 

exemptive relief in Section IV(k) of the 

proposed amendment, which provides 

that, with the respect to the covered 

transactions, ‘‘Renaissance does not use 

the IRAs’ or 401(k) Accounts’ 

investments in the Funds in any of their 

marketing activities or publicity 

materials for the Funds.’’ Specifically, 

the Applicant requests that the 

Department confirm that this condition 

does not prevent Renaissance from 

disclosing the existence and amounts of 

such investments for the sake of 

completeness, in order to avoid omitting 

material disclosures that are required by 

Federal securities laws or other 

applicable law. The Department 

confirms that the condition in Section 

IV(k) of the Notice is not intended to 

prevent Renaissance from making 

disclosures in compliance with Federal 

securities laws or other applicable laws. 

Updates to Information Describing 

Renaissance and the Funds. The 

Applicant’s comment updates the 

number of Proprietary and nonProprietary Funds, as described in 

Section V(d) of the proposed 

amendment and paragraphs four and ten 

of the Summary. Paragraph four of the 

Summary provides that the Applicant is 

the investment manager of fifteen 

privately offered U.S. and non-U.S. 

collective investment vehicles, nine of 

which are proprietary funds (Proprietary 

Funds) and six of which are nonproprietary funds (non-Proprietary 

Funds)—with approximately $24 billion 

of assets under management. The 

Applicant notes that Renaissance now 

manages sixteen privately offered 

collective investment vehicles, split 

equally between Proprietary Funds and 

non-Proprietary Funds, with 

approximately $23 billion of assets 

under management. The Applicant 

requests that Section V(d) of the 

proposed amendment be modified 

accordingly. Paragraph ten of the 

Summary states that Kaleidoscope is 

one of nine Proprietary Funds eligible to 

invest in the other eight Proprietary 

Funds. However, the Applicant notes 

that Kaleidoscope Fund is now one of 

eight Proprietary Funds and is eligible 

to invest in the other seven Proprietary 

Funds. 

The Applicant’s comment also 

updates the number of Medallion Funds 

described in Section V(i) of the 

proposed amendment and paragraphs 

four and six of the Summary, as there 

are now five Medallion Funds—rather 

than six as stated in the Notice. The 

Applicant explains that one of the 

Medallion FF’s, Medallion RMP, 

liquidated its investors’ interests on 

December 31, 2012. 

The Applicant’s comment also 

updates paragraph five of the Summary, 

which describes the breakdown of assets 

under management between the 

Proprietary Funds and the nonProprietary Funds. In this regard, the 

Applicant notes that, as of June 30, 

2014, the Proprietary Funds and the 

non-Proprietary Funds had $11.3 billion 

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and $11.7 billion in assets under 

management, respectively. In addition, 

the Applicant specified that, as of June 

30, 2014, the Medallion Funds represent 

approximately $8.9 billion of the 

Proprietary Funds’ $11.3 billion in 

assets under management. 

The Applicant’s comment also 

updates paragraph seven of the 

Summary, which describes the 

Medallion Master Funds and Medallion 

FFs. In this regard, the Applicant notes 

that the Medallion Master Funds and 

Medallion FFs are now organized as 

limited partnerships, limited liability 

corporations and corporations—not just 

limited partnerships or corporations, as 

specified in the Summary. Additionally, 

the Applicant’s comment notes that 

footnote three to paragraph seven of the 

Summary is no longer accurate. In this 

regard, footnote three provides that the 

Medallion FFs currently operate under 

the exemptions set forth in sections 

3(c)(7), 3(c)(1), or 6(b) of the 1940 Act, 

and Rule 506 of Regulation D under the 

Securities Act of 1933, as amended. 

However, the Applicant notes that 

Medallion RMP was the only Medallion 

Fund that relied on the exemption set 

forth in section 6(b) of the 1940 Act, and 

as described above, Medallion RMP 

liquidated its assets on December 31, 

2012. 

Finally, the Applicant’s comment 

updates paragraph nine of the 

Summary, which provides that the 

average annual returns of the Medallion 

Funds (before management fees and 

performance allocations) for the period 

January 1, 1994 through December 31, 

2013 is 71.88%. The Applicant notes 

that the average annual returns of the 

Medallion Funds (before management 

fees and performance allocations) for 

the period January 1, 1994 through June 

30, 2014 is 71.80%. 

The Department has modified Section 

V(d) and Section V(i) in the final 

amendment to reflect the Applicant’s 

updates to the number of Proprietary 

and non-Proprietary Funds, including 

the number of Medallion Funds, and the 

Department takes note of the 

Applicant’s other updates to the 

Summary, as described above. 

Clarifications and/or Updates to 

Descriptions of the New Medallion 

Vehicles. Paragraph fourteen and 

footnote five of the Summary provide 

descriptions of the New Medallion 

Vehicles, including their tax status, 

corporate form, legal jurisdiction, and 

their applicable securities law-based 

investor qualifications. The Applicant’s 

comment provides several clarifications 

to paragraph fourteen and footnote five, 

and suggests certain clarifying language 

in paragraph fourteen to more 

accurately describe the New Medallion 

Vehicles, described as follows: 

The second sentence of paragraph 

fourteen provides that ‘‘New Medallion 

FF is available only to IRAs maintained 

by IRA Holders who meet the same 

investor qualifications as those 

investing the Medallion Funds.’’ The 

Applicant clarifies that the New 

Medallion FF is only open for 

investment by IRAs whose IRA Holders 

are qualified under section 3(c)(7) of the 

1940 Act, but one of the five Medallion 

Funds (Medallion USA) actually 

qualifies for an exemption under section 

3(c)(1) of the 1940 Act. 

The Applicant suggests that the first 

two sentences of paragraph fourteen 

provide descriptions of New Medallion 

FF and New Kaleidoscope, but do not 

provide a full description of New 

Medallion FF RMPRF. Accordingly, the 

Applicant provides the following 

clarifying description of New Medallion 

FF RMPRF: ‘‘New Medallion FF RMPRF 

is organized as a Bermuda Limited 

Partnership that elects to be treated as 

a corporation for US Federal Income 

Tax purposes, and invests directly in 

the Medallion Master Funds. New 

Medallion FF RMPRF is available only 

to IRAs whose beneficial owners are 

Accredited Investors under Regulation 

D of the 1933 Act.’’ 

The third sentence of paragraph 

fourteen provides that New 

Kaleidoscope is available to IRAs of IRA 

Holders who are not eligible to invest in 

New Medallion FF. The Applicant 

clarifies that New Kaleidoscope is 

designed to accept investments from 

IRAs whose beneficial owners do not 

qualify for investment in either New 

Medallion FF or New Medallion 

RMPRF. The Applicant notes further 

that New Kaleidoscope may accept 

investments from up to 35 IRAs whose 

beneficial owners are non-Accredited 

Investors. 

The fourth sentence of paragraph 

fourteen states that New Kaleidoscope 

invests in the Medallion Funds through 

New Medallion FF RMPRF, and the 

second sentence of footnote five 

provides that, ‘‘. . .New Medallion FF 

accepts direct IRA investment, whereas 

New Medallion FF RMPRF only accepts 

investment by New Kaleidoscope, and 

thus has no direct investment by IRAs.’’ 

According to the Applicant, this 

sentence and footnote need to be 

clarified in several respects: First, the 

reference to the ‘‘Medallion Funds’’ 

should be instead to the ‘‘Medallion 

Master Funds,’’ to more accurately 

reflect the ultimate investment by New 

Kaleidoscope; secondly, although New 

Kaleidoscope originally invested in the 

Medallion Master Funds through New 

Medallion FF RMPRF, Renaissance has 

since determined that New 

Kaleidoscope will invest in the 

Medallion Master Funds through New 

Medallion FF; and finally, New 

Medallion FF accepts direct investments 

from IRAs whose IRA Holders are 

qualified under section 3(c)(7) of the 

1940 Act and from New Kaleidoscope, 

whereas New Medallion FF RMPRF 

accepts investments from IRAs whose 

IRA Holders are qualified under section 

3(c)(1) or section 3(c)(7) of the 1940 Act. 

Finally, the fifth sentence of 

paragraph fourteen states that ‘‘ 

. . .New Kaleidoscope will invest in the 

two other newly established feeder 

funds which are designed to facilitate 

investment in the non-Medallion 

Funds.’’ The Applicant clarifies that 

these two other feeder funds are the RF 

Series of RIEF LLC and RIFF LLC, and 

notes that the Applicant requested the 

amendment, in part, in order to 

facilitate New Kaleidoscope’s 

investment in other non-Medallion 

Funds. 

Therefore, to resolve any confusion 

and make necessary updates to the 

descriptions of the New Medallion 

Vehicles in paragraph fourteen of the 

Summary, the Applicant’s comment 

suggests that paragraph fourteen read as 

follows: 

‘‘New Medallion FF is organized as a 

Bermuda Limited Partnership that elects to 

be treated as a corporation for U.S. Federal 

Income Tax Purposes, and invests directly in 

the Medallion Master Funds. New Medallion 

FF is available only to IRAs whose beneficial 

owners are 3(c)(7) qualified investors. New 

Medallion FF RMPRF is organized as a 

Bermuda Limited Partnership that elects to 

be treated as a corporation for U.S. Federal 

Income Tax Purposes, and invests directly in 

the Medallion Master Funds. New Medallion 

FF RMPRF is available only to IRAs whose 

beneficial owners are 3(c)(1) or 3(c)(7) 

qualified investors. New Kaleidoscope is a 

fund-of-funds that is available only to IRAs 

maintained by IRA Holders that do not meet 

the investor qualifications to invest directly 

in New Medallion FF or New Medallion FF 

RMPRF. New Kaleidoscope is organized as a 

Delaware limited liability company, and 

invests in the Medallion Funds through New 

Medallion FF. In addition, New Kaleidoscope 

invests in two other vehicles (the RF series 

of RIEF LLC and RIFF LLC) which are 

designed to facilitate its investment in nonMedallion Funds, and relief has been 

requested to facilitate its investment in other 

non-Medallion Funds (see paragraph 30, 

infra).’’ 

The Department takes note of the 

Applicant’s clarifications to paragraph 

fourteen of the Summary and suggested 

clarifying language, except that, with 

respect to the Applicant’s suggested 

revision to the last sentence of 

paragraph fourteen, the Department is 

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not extending exemptive relief to 

investments by New Kaleidoscope in 

the non-Medallion Funds, because, 

according to the Applicant and as 

described in paragraph 32 of the 

Summary, such Funds do not constitute 

parties in interest or disqualified 

persons with respect to the IRAs or the 

401(k) Plan. 

Clarifications to Description of PTE 

2012–10 and the Covered Transactions. 

The Applicant’s comment also provided 

clarifications to the Summary regarding 

the description of PTE 2012–10 and the 

covered transactions. In describing PTE 

2012–10, paragraph one of the Summary 

provides that relief was granted for 

investments in ‘‘six privately offered 

collective investment vehicles managed 

by Renaissance.’’ However, the 

Applicant notes that PTE 2012–10 

grants relief for investments in three 

privately offered collective investment 

vehicles, New Medallion FF, New 

Medallion FF RMPRF and New 

Kaleidoscope, which themselves 

ultimately invest in the Medallion 

Master Funds. In further describing PTE 

2012–10, paragraph thirteen provides 

that Renaissance also created ‘‘two other 

feeder funds,’’ besides the New 

Medallion Vehicles, that were 

specifically designed to facilitate the 

investment by IRAs into other of 

Renaissance’s Proprietary Funds (the 

non-Medallion Funds). The Applicant 

notes, however that there are currently 

four such feeder funds: RIFF RMPRF LP 

and the RF Series of RIEF LLC, RIFF 

LLC and RIDA LLC. 

In describing PTE 2012–10, footnote 

six of the Summary provides that no 

management fees or profit participations 

of any kind are charged to IRAs 

investing (directly or through New 

Kaleidoscope) in any Renaissance 

investment vehicles designed to 

facilitate the investment into the nonMedallion Funds. The Applicant notes 

in its comment that this will also be the 

case for investments made by 401(k) 

Accounts in such vehicles. Furthermore, 

in describing PTE 2012–10, footnote 

seven of the Summary provides that 

Renaissance terminated the Old 401(k) 

Plan in late 2010 and distributed its 

assets to participants by December 31, 

2010. The Applicant notes in its 

comment that the effective date of such 

plan termination was December 15, 

2010. 

In describing the covered 

transactions, paragraphs 21 and 23 of 

the Summary provide general 

descriptions of the procedures for 

purchases and redemptions of interests 

in the New Medallion Vehicles by 

401(k) Plan Accounts. The Applicant 

notes in its comment that the phrase 

‘‘purchases by 401(k) Accounts of 

interests in the Funds will be allowed 

quarterly and are purchased and 

redeemed at net asset value’’ in 

paragraph 21 and the phrase 

‘‘Redemptions of interests in New 

Medallion Vehicles are always made in 

cash’’ in paragraph 23 suggest that the 

401(k) Account transactions for which 

relief was sought by the Applicant are 

already occurring. However, the 

Applicant represents that these 

transactions have yet to occur. 

Lastly, in describing the covered 

transactions, paragraph 40 of the 

Summary provides that, ‘‘if the 

proposed amendment is granted, each 

Participant’s ‘Investment Allocation’ 

would limit the combined amount he or 

she is permitted to invest in the 

Medallion Funds via his or her personal 

account, IRA (including his or her 

Spouse’s IRA), and 401(k) Account (in 

the case of the latter two, via the New 

Medallion Vehicles).’’ The Applicant 

notes that a Participant’s Investment 

Allocation applies in the aggregate to 

his or her investments in non-fee-free 

Medallion Funds and in fee-free New 

Medallion Vehicles. 

The Department takes note of the 

Applicant’s suggested clarifications to 

the Summary, as described above. 

Clarifications Regarding Use of 

Defined Terms. The Applicant suggests 

in its comment that there are several 

places in the proposed amendment and 

the Summary where clarification of 

certain defined terms is appropriate. 

Specifically, the Applicant states for 

purposes of clarification that, in 

paragraphs 14, 15, 28, 32, and in the last 

sentence of footnote twelve of the 

Summary, and in Sections I(a), II(a) and 

III(a) of the proposed amendment, 

references to ‘‘Medallion Fund’’ or 

‘‘Medallion Funds’’ should be 

interpreted as references to ‘‘Medallion 

Master Fund’’ or ‘‘Medallion Master 

Funds.’’ In this regard, according to the 

Applicant, when an IRA or 401(k) 

Account acquires an interest in a New 

Medallion Vehicle, it ultimately 

acquires, through that investment, an 

interest in a Medallion Master Fund, 

where the actual investment activity 

takes place. 

Additionally, the Applicant notes that 

in the second sentence of paragraph ten, 

the reference to ‘‘Medallion RMP’’ 

should refer to ‘‘Medallion Fund LP.’’ In 

this regard, the Applicant states that 

Medallion RMP had all of its investors’ 

interests liquidated on December 31, 

2012, and Kaleidoscope’s investment in 

the Medallion Master Funds was 

subsequently redirected through 

Medallion Fund LP. In addition, the 

Applicant states that in footnote 

eighteen of the Summary, the reference 

to ‘‘New Kaleidoscope’’ should be to 

‘‘New Medallion FF RMPRF,’’ because 

Spouses are not eligible to invest in 

New Kaleidoscope. 

Lastly, the Applicant’s comment also 

suggests that in paragraph 35 and the 

last sentence of footnote twelve, the 

references to ‘‘Medallion Funds’’ should 

be interpreted to read ‘‘New Medallion 

Vehicles.’’ In this regard, the Applicant 

explains that although the ultimate 

investment by IRAs and 401(k) 

Accounts is in the Medallion [Master] 

Funds, the actual investment that is 

being offered to an IRA or 401(k) 

Account is an interest in a New 

Medallion Vehicle. 

The Department takes note of the 

Applicant’s foregoing clarifications of 

the above-described defined terms in 

the proposed amendment and the 

Summary. However, the Department 

notes that the last sentence of footnote 

twelve of the Summary already provides 

that the investments in the Medallion 

Funds referenced therein are made 

indirectly through the New Medallion 

Vehicles, and as such no clarification 

thereto is necessary. 

After giving full consideration to the 

entire record, including the Applicant’s 

written comment, subject to the 

Department’s responses thereto, the 

Department has decided to grant the 

amendment to PTE 2012–10. The 

complete application file is available for 

public inspection in the Public 

Disclosure Room of the Employee 

Benefits Security Administration, Room 

N–1515, 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 

amendment, refer to the proposed 

amendment to PTE 2012–10 published 

in the Federal Register on August 14, 

2014 at 79 FR 47674. 

FOR FURTHER INFORMATION CONTACT: Ms. 

Jennifer Erin Brown of the Department 

at (202) 693–8352. (This is not a toll-free 

number.) 

Family Dynamics, Inc., Pension Plan (the 

Plan) Located in Leesburg, Florida 

[Prohibited Transaction Exemption 2014–10; 

Exemption Application No. D–11777] 

Exemption 

Section I: Retroactive Transactions 

The restrictions of sections 

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

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

406(b)(2), and 407 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)(B), 

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Federal Register / Vol. 79, No. 216 / Friday, November 7, 2014 / Notices 66415 

4For purposes of this exemption, references to 

specific provisions of Title I of the Act, unless 

otherwise specified, refer also to the corresponding 

provisions of the Code. 

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

Code,4 shall not apply, effective 

September 15, 2011, through December 

28, 2012, to the following transactions, 

provided that the conditions, as set forth 

in Section II and Section V of this 

exemption, are satisfied: 

(a) The contribution in-kind to the 

Plan of two (2) promissory notes 

(Note#1 and Note#2), of a series of 

twenty-nine (29) numbered promissory 

notes (collectively, the ‘‘Notes’’ and 

individually, ‘‘Note#1 through 

Note#29’’), as defined below in Section 

VI(d), by Family Dynamics, Inc. (FDI), 

the sponsor of the Plan, for the purpose 

of satisfying the minimum funding 

obligation of FDI to the Plan for the plan 

year ending December 31, 2010; 

(b) The holding by the Plan of Note#1 

and Note#2 until December 28, 2012; 

(c) The extension of credit by the Plan 

to Minneola AG, LLC (Minneola), the 

issuer of the Notes and a party in 

interest with respect to the Plan, 

resulting from the holding of Note#1 

and Note#2 by the Plan; 

(d) The extension of credit to the Plan: 

(1) By certain stockholders of FDI; and 

(2) By the members of Minneola, by 

reason of each such stockholder’s and/ 

or each such member’s personal 

guaranty of all or a portion of the face 

amounts, plus accrued interest thereon, 

of Note#1 and Note#2; and 

(e) The redemption of Note#1 and 

Note#2 on December 28, 2012, by 

Minneola for a cash payment that 

equaled the fair market value of such 

notes, including principal and all 

accrued interest thereon through the 

date of redemption. 

Section II: Conditions for Retroactive 

Transactions 

(a) Prior to the in-kind contribution of 

Note#1 and Note#2, the fair market 

value of such notes was determined to 

be at least $2,316,047, as determined by 

an independent, qualified appraiser (the 

IQA); 

(b) Prior to the in-kind contribution of 

Note#1 and Note#2, FDI engaged the 

law firm of Alston and Bird, LLP (A&B), 

and FDI thereafter contributed Note#1 

and Note#2 in a manner consistent with 

written guidance provided by A&B on 

September 10, 2011; 

(c) Note#1 and Note#2 were redeemed 

for $2,616,702.01, providing the Plan 

with a 10.39 percent (10.39%) annual 

rate of return in connection with its 

holding of such notes; 

(d) The terms and conditions of the 

transactions, as described in Section I, 

were no less favorable to the Plan than 

the terms and conditions negotiated at 

arm’s length under similar 

circumstances between unrelated 

parties; 

(e) The Plan did not incur any 

commissions, fees, costs, other charges, 

or expenses in connection with the 

acquisition, the in-kind contribution, 

the holding, and/or the redemption of 

Note#1 and Note#2, except for the fees 

of a qualified, independent fiduciary 

acting on behalf of the Plan (the I/F), as 

defined below in Section VI(c), or 

persons engaged by the I/F on behalf of 

the Plan. 

Section III: Prospective Transactions 

The restrictions of sections 

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

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

406(b)(2), and 407 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)(B), 

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

Code, shall not apply as of the date the 

final exemption is published in the 

Federal Register and ending on the last 

day certain of the Notes (the Subsequent 

Notes), as defined below in Section 

VI(m), are held by the Plan, to the 

following transactions, provided that 

the conditions as set forth in Section IV 

and Section V of this exemption are 

satisfied: 

(a) The contribution in-kind to the 

Plan of the Subsequent Notes for the 

purpose of satisfying FDI’s minimum 

funding obligations to the Plan; 

(b) The holding of the Subsequent 

Notes until the maturity date of such 

notes; 

(c) The extension of credit by the Plan 

to Minneola resulting from the holding 

of the Subsequent Notes by the Plan; 

(d) The extension of credit to the Plan 

by: 

(1) Certain major stockholders of FDI; 

and 

(2) The members of Minneola that are 

family trusts, by reason of each such 

stockholder’s and/or each such 

member’s personal guaranty of all or a 

portion of the face amount, plus accrued 

interest thereon, of any of the 

Subsequent Notes; and 

(e) The redemption by FDI, Family 

Dynamics Land Company, LLC (FDLC), 

Minneola, or any affiliate thereof, as 

affiliate is defined below in Section 

VI(a), of any of the Subsequent Notes on 

or before the maturity date of such notes 

for the greater of: 

(1) The aggregate principal plus 

accrued interest thereon of such notes, 

as of the date of redemption; or 

(2) The fair market value of such 

notes, as determined by an IQA, as of 

the date of redemption. 

Section IV: Conditions for Prospective 

Transactions 

(a) The terms and conditions of the 

transactions will be no less favorable to 

the Plan than the terms and conditions 

negotiated at arm’s length under similar 

circumstances between unrelated 

parties; 

(b) The terms of the transactions, as 

described in Section III, are determined 

in advance by the I/F, acting on behalf 

of the Plan, to be administratively 

feasible, in the interest of, and 

protective of the Plan and its 

participants and beneficiaries; 

(c) The I/F is engaged with full 

discretionary authority to act on behalf 

of the Plan with respect to each of the 

Subsequent Notes contributed in-kind to 

the Plan, including the exercise of any 

of the rights of the Plan under such 

notes, and the responsibility to monitor 

such notes, and to ensure compliance by 

FDI, Minneola, FDLC, and any affiliates 

thereof, with the terms and conditions 

of such notes, and with the terms and 

conditions of this exemption; 

(d) The Subsequent Notes will be 

contributed in-kind to the Plan in the 

next order of seniority of such notes 

(i.e., Note#3, Note#4, Note#5, etc.); 

(e) Prior to the in-kind contribution of 

any of the Subsequent Notes, the fair 

market value of such notes will be 

determined by an IQA, engaged by the 

I/F. The fair market value must reflect 

the then-current terms of such 

Subsequent Notes, and take into account 

all factors deemed relevant, including 

the then-current value of a certain 

parcel of real property (the Property), as 

defined below in Section VI(f), all or a 

portion of which secures such notes, as 

well as the additional pledges and 

covenants the I/F has negotiated on 

behalf of the Plan; 

(f) Upon the contribution in-kind of 

any Subsequent Notes to the Plan, 

(1) The Plan receives a recorded, 

perfected security interest in the 

Property (or in a relevant portion of 

such Property)(the Security Interest) and 

retains such Security Interest until the 

Plan no longer holds any Subsequent 

Notes; and 

(2) The Property (or relevant portion 

thereof) in which the Plan holds the 

Security Interest has, at all times 

throughout the duration of the 

contributed Subsequent Notes, an 

appraised value equal to a minimum of 

five (5) times the aggregate outstanding 

balance, including all principal and 

accrued interest thereon, of all of the 

Subsequent Notes held by the Plan, 

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66416 Federal Register / Vol. 79, No. 216 / Friday, November 7, 2014 / Notices 

where such appraised value is 

determined by an IQA, 

(A) Immediately after the most recent 

contribution in-kind of such Subsequent 

Notes; and 

(B) Immediately after the sale or 

disposition of any portion of the 

Property; 

(g) The aggregate fair market value, as 

determined pursuant to Section IV(e) 

above, of the Subsequent Notes that are 

held by the Plan shall not exceed 20 

percent (20%) of the fair market value 

of the total assets of the Plan, in each 

case determined by the I/F immediately 

after any in-kind contribution of such 

notes; 

(h) The Plan will not incur any 

commissions, fees, costs, other charges, 

or expenses in connection with the 

acquisition, the in-kind contribution, 

the holding, and/or the redemption of 

any of the Subsequent Notes, including 

the fees and expenses of the I/F, and the 

fees and expenses of an IQA, counsel, or 

other persons engaged by the I/F; 

(i) If, at any time, the fair market value 

of the Property, all or a portion of which 

serves as collateral for the Subsequent 

Notes contributed in-kind to the Plan, is 

less than 150 percent (150%) of the 

aggregate outstanding principal balance 

and accrued interest of such notes held 

by the Plan, the Plan has the right, 

exercisable on 120 days’ prior written 

notice by the I/F to FDI, to accelerate the 

payment of such notes in order to cause 

the fair market value of the relevant 

portion of the Property which serves as 

collateral to be at least 150 percent 

(150%) of the aggregate outstanding 

principal and accrued interest amount 

of such Subsequent Notes; 

(j) If, at any time, the I/F determines 

that the Plan does not have sufficient 

liquidity to meet its projected 12-month 

forward expense obligations (including 

benefit payment obligations), the Plan 

has a right, exercisable, by the I/F, on 

ninety (90) days’ prior written notice to 

FDI, to accelerate the repayment of the 

Subsequent Notes held by the Plan; 

(k)(1) FDI provides to the I/F a report 

from the custodian of the Plan no later 

than ten (10) days after the end of each 

calendar quarter detailing the assets of 

the Plan (excluding the Subsequent 

Notes held by the Plan) as of the last day 

of the calendar quarter just ended so 

long as the Plan owns any Subsequent 

Notes; and 

(2) FDI provides to the I/F, not later 

than thirty (30) days after the written 

request of the I/F, a report from the 

actuary of the Plan projecting the Plan’s 

forward expense obligations for the 

following twelve (12) months; 

(l) The following FDI-related entities: 

Yeehaw Ranch Land, LLC (Yeehaw), 

PMCC, LLC (PMCC), Bi-Coastal 

Holdings, LLC (Bi-Coastal), and Arcadia 

Holdings, LLC (Arcadia): will covenant 

with FDI to use the ‘‘available 

proceeds,’’ as defined in Section VI(1), 

from the sale of any real property owned 

by such entities, and all net royalties 

received by Arcadia from third parties, 

to pay off any debts owned by such 

entities to FDI. At the option of FDI, 

such available proceeds and such 

royalties either will be contributed to 

the Plan (as a current contribution or a 

pre-contribution of a future funding 

obligation) or will be loaned to 

Minneola with a written direction that 

Minneola pay the proceeds of such loan 

to the Plan as payment on any of the 

Subsequent Notes held by the Plan; 

(m) The covenants and agreements 

described in Section IV(l),(n),(o),and(p) 

of this exemption are entered into prior 

to any in-kind contribution of any 

Subsequent Notes to the Plan; and such 

notes will be amended to treat a breach 

of any such covenants and agreements 

as an event of default under such notes; 

(n) FDLC enters into a covenant 

agreement with the Plan, pursuant to 

which FDLC covenants to: 

(1) Refrain from mortgaging the 

Property; and 

(2) Distribute to Minneola the net 

proceeds (after the payment of 

expenses) from the sale of all or a 

portion of the Property by FDLC. If any 

mortgage is placed on the Property, such 

mortgage will create a default under the 

Subsequent Notes held in the Plan that 

will allow the Plan to enforce its rights 

under such a default; 

(o) FDI enters into an agreement with 

the Plan, whereby FDI shall apply all 

the funds that FDI receives during the 

Prospective Exemption Period, as 

defined below in Section VI(e), with 

respect to certain of FDI’s illiquid assets, 

as defined below in Section VI(k), either 

to the repayment of the principal and 

accrued interest on the Subsequent 

Notes then held in the Plan, or to the 

use of such funds to satisfy FDI’s 

current and future funding obligations 

to the Plan; 

(p) FDI covenants that it will cause 

Minneola, at the option of FDI, either to 

pay to the Plan any funds Minneola 

receives from FDLC, as payment on the 

Subsequent Notes held, or to loan such 

funds to FDI for the purpose of FDI 

making a contribution to the Plan 

within thirty (30) days of such loan 

(either as a current contribution or a 

pre-contribution of a future funding 

obligation); 

(q) Any extension of the maturity date 

of the Subsequent Notes is subject to the 

approval of the I/F; and 

(r) The Notes are partially guaranteed 

by certain family trusts, based on the 

respective ownership of such trusts of 

interests in Minneola; and 

unconditionally guaranteed by Mrs. Gail 

Gregg-Strimenos (Mrs. Strimenos) and 

Mrs. Jeannie Gregg-Emack, who jointly 

and severally guarantee payment of the 

aggregate amount of such notes in full. 

Section V: General Conditions 

(a) FDI, Minneola, FDLC, and any 

affiliates thereof, as applicable, maintain 

or causes to be maintained within the 

United States, starting on September 15, 

2011, and ending on the date which is 

six (6) years after the last day any of the 

Subsequent Notes is held by the Plan, 

the records necessary to enable the 

persons, described below in Section 

V(b)(1)(A)–(C), to determine whether the 

conditions of this exemption have been 

met, except that: 

(1) A separate prohibited transaction 

shall not be considered to have occurred 

solely because, due to circumstances 

beyond the control of FDI, Minneola, 

FDLC, or their affiliates, as applicable, 

such records are lost or destroyed prior 

to the end of the six (6) year period, 

described in Section V(a) above, and 

(2) No party in interest with respect 

to the Plan, other than FDI, Minneola, 

FDLC, and their affiliates, as applicable, 

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, below, by Section V(b)(1). 

(b)(1) Except as provided in Section 

V(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 V(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 the 

Internal Revenue Service; and 

(B) Any fiduciary of the Plan, and any 

duly authorized representative of such 

fiduciary; and 

(C) Any participant or beneficiary of 

the Plan, and any duly authorized 

representative of such participant or 

beneficiary; 

(2) None of the persons, described 

above in Section V(b)(1)(B) through (C), 

shall be authorized to examine trade 

secrets of FDI, Minneola, FDLC, or their 

affiliates or commercial or financial 

information which is privileged or 

confidential. 

Section VI: Definitions 

(a) An ‘‘affiliate’’ of a person includes: 

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(1) Any person directly or indirectly, 

through one or more intermediaries, 

controlling, controlled by, or under 

common control with the person; 

(2) Any officer, director, employee, 

relative, or partner in any such person; 

and 

(3) Any corporation or partnership of 

which such person is an officer, 

director, partner, or employee. 

(b) The term ‘‘control’’ means the 

power to exercise a controlling 

influence over the management or 

policies of a person other than an 

individual. 

(c) The term ‘‘I/F’’ means Gallagher 

Fiduciary Advisers, LLC or any 

successor that has satisfied all of the 

criteria for a ‘‘qualified independent 

fiduciary’’ within the meaning of 29 

CFR 2570.31(j). 

(d) The term ‘‘Notes’’ means a series 

of twenty-nine (29) promissory notes 

(declining in seniority from Note#1 to 

Note#29), issued by Minneola and 

acquired by FDI from Minneola as a 

result of the sale of FDLC which owns 

the Property by FDI to Minneola. Each 

of the Notes has a face value of 

$1,000,000, except for Note#29, which 

has a face value of $1,330,000. Each of 

the Notes has an interest rate of 4.53 

percent (4.53%) per annum 

compounded semi-annually. 

(e) The term ‘‘Prospective Exemption 

Period’’ means the period beginning on 

the date of publication in the Federal 

Register of the grant of this exemption 

and ending on the last day any of the 

Subsequent Notes is held by the Plan. 

(f) The term ‘‘Property’’ means a 

certain tract of approximately 1,670 

acres of real estate which is located in 

the City of Minneola, Florida. 

(g) The term ‘‘Minneola’’ means 

Minneola AG, LLC, a Florida limited 

liability company. 

(h) The term ‘‘FDI’’ means Family 

Dynamics, Inc., a Florida corporation. 

(i) The term ‘‘FDLC’’ means Family 

Dynamics Land Company, LLC, a 

Florida limited liability company. 

(j) The term ‘‘Plan’’ means the Family 

Dynamics, Inc. Pension Plan. 

(k) The phrase ‘‘FDI’s illiquid assets’’ 

means the following assets: 

(1) A $6.730 million dollar note from 

Yeehaw; 

(2) A $2.872 million dollar note from 

PMCC; 

(3) A $5.463 million dollar note from 

Bi-Coastal, the sole owner of Arcadia; 

(4) A non-recourse loan to a Gregg 

family member in the amount of $5.661 

million dollars; 

(5) The Notes with an aggregate value 

of $35.757 million dollars issued by 

Minneola and held by FDI which are the 

subject of this exemption; and 

(6) Miscellaneous assets worth $0.403 

million dollars. 

(l) The term ‘‘available proceeds’’ 

means the proceeds from the sale of 

property less: 

(1) All reasonable expenses, including 

any brokerage commissions, payable to 

parties unrelated to FDI or its 

principals/beneficial owners; and 

(2) All debt required to be paid as a 

condition to closing on such sale to 

obtain a release of any mortgage on such 

property. 

(m) The term ‘‘Subsequent Notes’’ 

means Note#3 through Note#29. 

DATES: Effective Dates: This exemption 

shall be effective with regard to the 

transactions described in Section I 

above for the period beginning on 

September 15, 2011, and ending on 

December 28, 2012. This exemption 

shall be effective with regard to the 

transactions described in Section III 

above beginning on the date of the 

publication in the Federal Register of 

the grant of this proposed exemption 

and ending on the last day any of the 

Subsequent Notes is held in the Plan. 

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 

within forty-five (45) days of the date of 

the publication of the Notice in the 

Federal Register on July 24, 2014. All 

comments and requests for a hearing 

were due by September 8, 2014. During 

the comment period, the Department 

received no requests for hearing. 

The Department received two (2) 

written comments during the comment 

period with respect to the Notice. One 

comment was submitted by a 

commenter who is a beneficiary of the 

Plan. The other was submitted by FDI. 

The comments, submitted by the 

commenter and by FDI, and the 

Department’s responses, thereto, are 

discussed below in paragraphs 1 and 2, 

respectively, of the final exemption. 

Paragraph 3 of the final exemption 

describes amendments and 

clarifications that the Department has 

made to the Summary of Facts and 

Representations (SFR) of the Notice and 

to certain conditions. 

Commenter’s Comments 

1. In a letter dated August 29, 2014, 

a commenter lodged a general objection 

to the proposed exemption. In this 

regard, the commenter proposes that an 

independent receiver be appointed to 

manage the assets of the Plan without 

the input from the previous fiduciaries 

of the Plan or their new agents. In 

addition, the commenter explains that 

he would prefer to be given a ‘‘lump 

sum payout’’ that would take into 

consideration his contribution to the 

Plan. In this regard, the commenter 

suggests that the assets of the Plan be 

disbursed evenly among the current and 

former employees of FDI. 

In response to the commenter’s 

general objection to the proposed 

exemption, FDI argues that its intent, 

and the purpose of the exemption are to 

ensure that the Plan is ultimately fully 

funded so that 100 percent (100%) of all 

accrued benefits under the Plan are paid 

in full. To accomplish this purpose, FDI 

explains that the Subsequent Notes 

contributed to the Plan will be 

collateralized by the Property (or 

relevant portion thereof) having an 

appraised value, at all times, equal to 

five (5) times the aggregate outstanding 

balance, including all principal and 

accrued interest thereon, of all of the 

Subsequent Notes held by the Plan. 

Moreover, FDI represents that the 

exemption contains numerous other 

safeguards. In this regard, an I/F will be 

engaged (at FDI’s expense) to determine 

whether the acceptance by the Plan of 

the contribution of the Subsequent 

Notes in the future is in the best interest 

of the Plan and its participants. To the 

extent any Subsequent Notes are held by 

the Plan, FDI states that the I/F will 

exercise all of the Plan’s rights with 

respect to such notes. 

With respect to the commenter’s 

request for a ‘‘lump sum payout’’ of his 

benefit under the Plan, FDI states that 

the Plan does not provide for ‘‘lump 

sum payouts’’ (except for benefits with 

a lump sum value of $5,000 or less in 

which event a ‘‘lump sum payout’’ is 

mandatory). Rather, FDI explains, 

benefits under the Plan are paid in the 

form of an annuity which is consistent 

with both the purpose of the Plan to 

provide retirement income to the 

participants and the prevailing policy 

objective to discouraging ‘‘lump sum 

payouts.’’ 

With regard to the commenter’s 

request that each participant should 

receive an equal share of the Plan’s 

$28.92 million in assets, FDI argues that 

the suggestion completely disregards the 

fact that the amount of accrued benefits 

that the participants are entitled to 

receive under the Plan varies widely 

among the participants. 

With respect to the commenter’s 

request that an independent receiver be 

appointed to manage the funds, FDI 

states that all of the Plan’s assets are 

currently managed by the Principal Life 

Insurance Company (Principal Life), a 

large, sophisticated financial services 

firm. Principal Life was engaged in 2013 

and is unrelated to and independent of 

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FDI. If the Subsequent Notes are offered 

to the Plan, FDI explains that the I/F 

will act on behalf of the Plan to 

determine whether to accept such notes, 

and if accepted, to manage such notes. 

In summary, FDI submits that the 

exemption is in the best interest of the 

Plan and its participants and that there 

are adequate safeguards in place to 

protect their interests. FDI further 

submits that no changes to the proposed 

exemption or any other actions are 

warranted based on the comment letter. 

The Department concurs with FDI’s 

responses to the commenter’s concerns. 

FDI’s Requested Amendments and 

Clarifications 

2. In an email to the Department, 

dated August 28, 2014, FDI requested 

amendments to the language of the 

proposed exemption, as set forth in the 

Notice, and clarifications to the 

representations in the SFR, as follows: 

(a) FDI has requested a clarification to 

Representation 7, on page 43083 of the 

SFR, which contains a statement that 

‘‘[t]he trustee of the Plan is Mrs. 

Strimenous.’’ In this regard, FDI clarifies 

that Mrs. Strimenous is the trustee of 

the trust that was established solely for 

the purpose of holding Note#1 and 

Note#2, as well as for the purpose of 

holding any Subsequent Notes to be 

contributed to the Plan in the future. 

FDI represents that all of the other assets 

of the Plan are held pursuant to an 

insurance company annuity contract 

currently issued by Principal Life 

Insurance Company, and, as a result, are 

not required to be held in trust. 

The Department acknowledges the 

clarification made by FDI to 

Representation 7. 

(b) FDI has requested a clarification to 

footnote 3, on page 43083 of the SFR, 

which states that FDLC, as owner of the 

Property, will be donating 

approximately ‘‘fifty (50) acres’’ to the 

City of Minneola which will reduce the 

acreage of the Property. In addition, FDI 

notes a reference to fifty (50) acres in the 

last sentence of Representation 16 on 

page 43085 of the SFR. In this regard, 

FDI represents that subsequent to the 

filing of the application, the City of 

Minneola requested a donation of 

additional acreage to facilitate potential 

future expansion of the turnpike 

exchange from a 2-ramp exit to a 4-ramp 

clover-leaf exit. FDLC has agreed to this 

request with the result that the acreage 

of the Property will likely be decreased 

by approximately one hundred (100) 

acres, rather than fifty (50) acres. 

The Department acknowledges the 

clarification made by FDI to footnote 3 

and to Representation 16 of the SFR. In 

addition, the Department notes that the 

approximate size of the Property (1,770 

acres), as described in Representation 9, 

on page 43083 of the SFR, and in 

Section VI(f), on page 43091 of the 

Notice, should be decreased from 1,770 

acres to 1,670 acres. Accordingly, the 

Department has amended the language 

in Section VI(f) of the final exemption 

to reflect the change in the acreage of 

the Property. 

(c) Section IV(k)(1), on page 43090 of 

the Notice, requires the ‘‘custodian’’ of 

the Plan to provide certain reports to the 

I/F. As noted in paragraph 2(a), above, 

all of the assets of the Plan (other than 

the Notes which are the subject of this 

exemption) are held by an insurance 

company pursuant to an annuity 

contract. FDI maintains that the 

reference to the word, ‘‘custodian,’’ in 

Section IV(k)(1) should be read to mean 

the insurance company in this context 

and, therefore, believes that no 

amendment to this condition is 

required. 

The Department concurs. 

(d) Representation 15, on page 43084 

of the SFR, lists various sections of the 

Act with respect to which both 

retroactive and prospective relief was 

proposed, including relief from section 

406(a)(1)(D) of the Act which had been 

inadvertently omitted from the Notice. 

FDI also requests that corresponding 

references to section 4975(c)(1)(D) of the 

Code should be included in the 

language of both Section I and Section 

III of the final exemption. 

The Department concurs with FDI‘s 

request and has amended the language 

of Section I and Section III in the final 

exemption to include relief from section 

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

4975(c)(1)(D) of the Code. 

Department’s Revisions and 

Clarifications 

3. In addition to the changes to the 

language of the final exemption 

requested by FDI, as discussed above in 

paragraph 2, the Department has 

determined to make the following 

clarifications and/or changes to the SFR 

and the conditions of the final 

exemption: 

(a) In sub-paragraph (c) of 

Representation 26, on page 43088 of the 

SFR, and in Section II(c), on page 43089 

of the summary of the terms and 

conditions for the Retroactive 

Transactions, the phrase, ‘‘The Notes,’’ 

should be deleted and the phrase 

‘‘Note#1 and Note#2’’ should be 

inserted instead. Further, the phrase, 

‘‘Note#1 and Note#2,’’ after the word, 

‘‘of,’’ should be changed to the phrase, 

‘‘such notes.’’ In this regard, the 

Department has amended Section II(c) 

of the final exemption to reflect this 

change; 

(b) In sub-paragraph (f)(2) of 

Representation 27, on page 43088 of the 

SFR, and in Section IV(f)(2), on page 

43090 of the Notice, the parenthetical 

‘‘(or relevant portion thereof)’’ should be 

inserted after the word ‘‘Property,’’ and 

before the word ‘‘in.’’ It is the 

Department’s view that the Property (or 

relevant portion thereof) in which the 

Plan has a Security Interest, at all times 

throughout the duration of Plan’s 

holding of the contributed Subsequent 

Notes, must have an appraised value 

equal to a minimum of five (5) times the 

aggregate outstanding balance, 

including all principal and accrued 

interest thereon, of all of the Subsequent 

Notes held by the Plan, where such 

appraised value is determined by an 

IQA immediately after the most recent 

contribution in-kind of such Subsequent 

Notes and immediately after the sale or 

disposition of any portion of the 

Property. In this regard, the Department 

has amended Section IV(f)(2) of the final 

exemption to reflect this change; 

(c) In Representation 21(f), on page 

43087 of the SFR, the second sentence 

should be amended to read as follows: 

The aggregate fair market value of the 

Subsequent Notes that are held by the Plan 

shall not exceed 20 percent (20%) of the fair 

market value of the total assets of the Plan, 

in each case determined by GFA immediately 

after any in-kind contribution of such notes; 

(d) Section IV(g), on page 43090 of the 

Notice, should be amended to read as 

follows: 

The aggregate fair market value, as 

determined pursuant to Section IV(e) above, 

of the Subsequent Notes that are held by the 

Plan shall not exceed 20 percent (20%) of the 

fair market value of the total assets of the 

Plan, in each case determined by the I/F 

immediately after any in-kind contribution of 

such notes; 

(e) Section IV(i), on page 43090 of the 

Notice, should be amended to read as 

follows: 

If, at any time, the fair market value of the 

Property, all or a portion of which serves as 

collateral for the Subsequent Notes 

contributed in-kind to the Plan, is less than 

150 percent (150%) of the aggregate 

outstanding principal balance and accrued 

interest of such notes held by the Plan, the 

Plan has the right, exercisable on 120 days’ 

prior written notice by the I/F to FDI, to 

accelerate the payment of such notes in order 

to cause the fair market value of the relevant 

portion of the Property which serves as 

collateral to be at least 150 percent (150%) 

of the aggregate outstanding principal and 

accrued interest amount of such Subsequent 

Notes; 

and; 

(f) In Section IV(m), on page 43090 of 

the Notice, the reference to subsection 

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(m) should be deleted and a reference to 

subsections (l),(n),(o),and(p) should be 

inserted; 

Accordingly, after giving full 

consideration and review to the entire 

record, including the written comments 

from the commenter, FDI and the 

Department, the Department has 

decided to grant the exemption, as 

amended and clarified above. 

Comments and responses submitted to 

the Department have been included as 

part of the public record of the 

exemption application. The complete 

application file (D–11777), including all 

supplemental submissions received by 

the Department is available for 

inspection in the Public Disclosure 

Room of the Employee Benefits Security 

Administration, Room N–1515, U.S. 

Department of Labor, 200 Constitution 

Ave. NW., Washington, DC 20210. 

For a complete statement of the facts 

and representations supporting the 

Department’s decision to grant this 

exemption refer to the Notice published 

in the Federal Register on July 24, 2014 

at 79 FR 43082. 

FOR FURTHER INFORMATION CONTACT: 

Angelena C. Le Blanc, Office of 

Exemption Determinations, Employee 

Benefits Security Administration, U.S. 

Department of Labor, telephone (202) 

693–8551. (This is not a toll-free 

number.) 

General Information 

The attention of interested persons is 

directed to the following: 

(1) The fact that a transaction is the 

subject of an exemption under section 

408(a) of the Act and/or section 

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

a fiduciary or other party in interest or 

disqualified person from certain other 

provisions to which the exemption does 

not apply and the general fiduciary 

responsibility provisions of section 404 

of the Act, which among other things 

require a fiduciary to discharge his 

duties respecting the plan solely in the 

interest of the participants and 

beneficiaries of the plan and in a 

prudent fashion in accordance with 

section 404(a)(1)(B) of the Act; nor does 

it affect the requirement of section 

401(a) of the Code that the plan must 

operate for the exclusive benefit of the 

employees of the employer maintaining 

the plan and their beneficiaries; 

(2) These exemptions are 

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 each exemption 

is subject to the express condition that 

the material facts and representations 

contained in the applicable application 

accurately describes all material terms 

of the transaction which is the subject 

of the exemption. 

Signed at Washington, DC, this 3rd day of 

November 2014. 

Lyssa E. Hall, 

Director of Exemption Determinations, 

Employee Benefits Security, Administration, 

U.S. Department Of Labor. 

[FR Doc. 2014–26432 Filed 11–6–14; 8:45 am] 

BILLING CODE 4510–29–P 

NATIONAL FOUNDATION ON THE 

ARTS AND THE HUMANITIES 

Federal Council on the Arts and the 

Humanities 

Arts and Artifacts Indemnity Panel 

Advisory Committee 

AGENCY: National Endowment for the 

Humanities. 

ACTION: Notice of Meeting. 

SUMMARY: Pursuant to the Federal 

Advisory Committee Act, notice is 

hereby given that the Federal Council 

on the Arts and the Humanities will 

hold a meeting of the Arts and Artifacts 

International Indemnity Panel. 

DATES: The meeting will be held on 

Thursday, November 20, 2014, from 

12:00 p.m. to 5:00 p.m. 

ADDRESSES: The meeting will be held by 

teleconference originating at the 

National Endowment for the Arts, 

Washington, DC 20506. 

FOR FURTHER INFORMATION CONTACT: 

Lisette Voyatzis, Committee 

Management Officer, 400 7th Street 

SW., Room 4060, Washington, DC 

20506; (202) 606–8322; evoyatzis@

neh.gov. Hearing-impaired individuals 

who prefer to contact us by phone may 

use NEH’s TDD terminal at (202) 606– 

8282. 

SUPPLEMENTARY INFORMATION: The 

purpose of the meeting is for panel 

review, discussion, evaluation, and 

recommendation on applications for 

Certificates of Indemnity submitted to 

the Federal Council on the Arts and the 

Humanities, for exhibitions beginning 

on or after January 1, 2015. Because the 

meeting will consider proprietary 

financial and commercial data provided 

in confidence by indemnity applicants, 

and material that is likely to disclose 

trade secrets or other privileged or 

confidential information, and because it 

is important to keep the values of 

objects to be indemnified, and the 

methods of transportation and security 

measures confidential, I have 

determined that that the meeting will be 

closed to the public pursuant to 

subsection (c)(4) of section 552b of Title 

5, United States Code. I have made this 

determination under the authority 

granted me by the Chairman’s 

Delegation of Authority to Close 

Advisory Committee Meetings, dated 

July 19, 1993. 

Dated: November 4, 2014. 

Lisette Voyatzis, 

Committee Management Officer. 

[FR Doc. 2014–26545 Filed 11–6–14; 8:45 am] 

BILLING CODE 7536–01–P 

NATIONAL SCIENCE FOUNDATION 

Comment Request: National Science 

Foundation Proposal—Large Facilities 

Manual 

AGENCY: National Science Foundation. 

ACTION: Notice. 

SUMMARY: The National Science 

Foundation (NSF) is announcing plans 

to request establishment of this 

collection. In accordance with the 

requirement of Section 3506(c)(2)(A) of 

the Paperwork Reduction Act of 1995, 

we are providing opportunity for public 

comment on this action. 

After obtaining and considering 

public comment, NSF will prepare the 

submission requesting OMB clearance 

of this collection for no longer than 3 

years. 

Comments are invited on: (a) Whether 

the proposed collection of information 

is necessary for the proper performance 

of the functions of the Agency, 

including whether the information shall 

have practical utility; (b) the accuracy of 

the Agency’s estimate of the burden of 

the proposed collection of information; 

(c) ways to enhance the quality, utility, 

and clarity of the information on 

respondents, including through the use 

of automated collection techniques or 

other forms of information technology; 

and (d) ways to minimize the burden of 

the collection of information on 

respondents, including through the use 

of automated collection techniques or 

other forms of information technology. 

DATES: Written comments should be 

received by January 6, 2015 to be 

assured of consideration. Comments 

received after that date will be 

considered to the extent practicable. 

ADDRESSES: Written comments 

regarding the information collection and 

requests for copies of the proposed 

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