45690 Federal Register / Vol. 77, No. 148 / Wednesday, August 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). 

FOR FURTHER INFORMATION: Contact 

Michel Smyth by telephone at 202–693– 

4129 (this is not a toll-free number) or 

by email at DOL_PRA_PUBLIC@dol.gov. 

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

SUPPLEMENTARY INFORMATION: The 1,2- 

Dibromo-3-Chloropropane (DBCP) 

Standard codified at 29 CFR 1910–1044 

makes it mandatory for covered 

employers to train workers about the 

hazards of DBCP, to monitor worker 

exposure, to provide medical 

surveillance, and to maintain accurate 

records of worker exposure to DBCP. 

Employers, workers, physicians, and the 

Government use these records to ensure 

workers are not harmed by exposure to 

DBCP in the workplace. 

This information collection is subject 

to the PRA. A Federal agency generally 

cannot conduct or sponsor a collection 

of information, and the public is 

generally not required to respond to an 

information collection, unless it is 

approved by the OMB under the PRA 

and displays a currently valid OMB 

Control Number. In addition, 

notwithstanding any other provisions of 

law, no person shall generally be subject 

to penalty for failing to comply with a 

collection of information if the 

collection of information does not 

display a valid Control Number. See 5 

CFR 1320.5(a) and 1320.6. The DOL 

obtains OMB approval for this 

information collection under Control 

Number 1218–0101. The current 

approval is scheduled to expire on 

August 31, 2012; however, it should be 

noted that existing information 

collection requirements submitted to the 

OMB receive a month-to-month 

extension while they undergo review. 

For additional information, see the 

related notice published in the Federal 

Register on April 6, 2012 (77 FR 20850). 

Interested parties are encouraged to 

send comments to the OMB, Office of 

Information and Regulatory Affairs at 

the address shown in the ADDRESSES

section within 30 days of publication of 

this notice in the Federal Register. In 

order to help ensure appropriate 

consideration, comments should 

mention OMB Control Number 1218– 

0101. The OMB is particularly 

interested in comments that: 

• Evaluate whether the proposed 

collection of information is necessary 

for the proper performance of the 

functions of the agency, including 

whether the information will have 

practical utility; 

• Evaluate the accuracy of the 

agency’s estimate of the burden of the 

proposed collection of information, 

including the validity of the 

methodology and assumptions used; 

• Enhance the quality, utility, and 

clarity of the information to be 

collected; and 

• Minimize the burden of the 

collection of information on those who 

are to respond, including through the 

use of appropriate automated, 

electronic, mechanical, or other 

technological collection techniques or 

other forms of information technology, 

e.g., permitting electronic submission of 

responses. 

Agency: DOL–OSHA. 

Title of Collection: The 1,2-Dibromo3-Chloropropane Standard. 

OMB Control Number: 1218–0101. 

Affected Public: Private Sector— 

Businesses or other for-profits. 

Total Estimated Number of 

Respondents: 1. 

Total Estimated Number of 

Responses: 1. 

Total Estimated Annual Burden 

Hours: 1. 

Total Estimated Annual Other Costs 

Burden: $0. 

Dated: July 26, 2012. 

Michel Smyth, 

Departmental Clearance Officer. 

[FR Doc. 2012–18817 Filed 7–31–12; 8:45 a.m.] 

BILLING CODE 4510–26–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–11517, JPMorgan 

Chase & Co. and its Current 

Subsidiaries, 2012–14; D–11582, South 

Plains Financial, Inc. Employee Stock 

Ownership Plan, 2012–15; D–11649, 

Meridian Medical Associates, S.C. 

Employees’ Retirement Plan and Trust, 

2012–16; D–11668, TIB Financial Corp. 

Employee Stock Ownership Plan with 

401(k) Provisions, 2012–17; and D– 

11714, Ed Laur Defined Benefit Plan, 

2012–18. 

SUPPLEMENTARY INFORMATION: A notice 

was published in the Federal Register of 

the pendency before the Department of 

a proposal to grant each 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). Each 

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. 

Each notice of proposed exemption 

was issued and each 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. 

JPMorgan Chase & Co. and Its Current 

and Future Affiliates and Subsidiaries 

(JPMorgan Chase) Located in New 

York, New York 

[Prohibited Transaction Exemption 

2012–14, Exemption Application No. D– 

11517]. 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 77, No. 148 / Wednesday, August 1, 2012 / Notices 45691 

2For purposes of this exemption, references to 

section 406 of the Act should be read to refer as 

well to the corresponding provisions of section 

4975 of the Code. 

3This exemption does not address tax issues. The 

Department has been informed by the Internal 

Revenue Service and the Department of the 

Treasury that they are considering providing 

limited relief from the requirements of sections 

72(t)(4), 401(a)(9), and 4974 of the Code with 

respect to retirement plans that hold Auction Rate 

Securities. The Department has also been informed 

by the Internal Revenue Service that if Auction Rate 

Securities are purchased from a Plan in a 

transaction described in sections I and III at a price 

that exceeds the fair market value of those 

securities, then the excess value would be treated 

as a contribution for purposes of applying 

applicable contribution and deduction limits under 

sections 219, 404, 408, and 415 of the Code. 

4The Department notes that the Act’s general 

standards of fiduciary conduct also would apply to 

the transactions described herein. In this regard, 

section 404 of the Act requires, among other things, 

that a fiduciary discharge his duties respecting a 

plan solely in the interest of the plan’s participants 

and beneficiaries and in a prudent manner. 

Accordingly, a plan fiduciary must act prudently 

with respect to, among other things, the decision to 

sell the Auction Rate Security to JPMorgan Chase 

for the par value of the Auction Rate Security, plus 

any accrued but unpaid interest or dividends. The 

Department further emphasizes that it expects Plan 

fiduciaries, prior to entering into any of the 

transactions, to fully understand the risks 

associated with this type of transaction following 

disclosure by JPMorgan Chase of all relevant 

information. 

Exemption 

Section I. Sales of Auction Rate 

Securities From Plans to JPMorgan 

Chase: Unrelated to a Settlement 

Agreement 

The restrictions of section 

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

406(b)(1) and (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, effective 

February 1, 2008, to the sale by a Plan 

(as defined in section V(e)) of an 

Auction Rate Security (as defined in 

section V(c)) to JPMorgan Chase, where 

such sale (an Unrelated Sale) is 

unrelated to, and not made in 

connection with, a Settlement 

Agreement (as defined in section V(f)), 

provided that the conditions set forth in 

section II have been met.2

Section II. Conditions Applicable to 

Transactions Described in Section I 

(a) The Plan acquired the Auction 

Rate Security in connection with 

brokerage or advisory services provided 

by JPMorgan Chase; 

(b) The last auction for the Auction 

Rate Security was unsuccessful; 

(c) Except in the case of a Plan 

sponsored by JPMorgan Chase for its 

own employees (a JPMorgan Chase 

Plan), the Unrelated Sale is made 

pursuant to a written offer by JPMorgan 

Chase (the Offer) containing all of the 

material terms of the Unrelated Sale, 

including, but not limited to the most 

recent rate information for the Auction 

Rate Security (if reliable information is 

available). Either the Offer or other 

materials available to the Plan provide 

the identity and par value of the 

Auction Rate Security. Notwithstanding 

the foregoing, in the case of a pooled 

fund maintained or advised by 

JPMorgan Chase, this condition shall be 

deemed met to the extent each Plan 

invested in the pooled fund (other than 

a JPMorgan Chase Plan) receives written 

notice regarding the Unrelated Sale, 

where such notice contains the material 

terms of the Unrelated Sale, including, 

but not limited to, the material terms 

described in the preceding sentence; 

(d) The Unrelated Sale is for no 

consideration other than cash payment 

against prompt delivery of the Auction 

Rate Security; 

(e) The sales price for the Auction 

Rate Security is equal to the par value 

of the Auction Rate Security, plus any 

accrued but unpaid interest or 

dividends; 3

(f) The Plan does not waive any rights 

or claims in connection with the 

Unrelated Sale; 

(g) The decision to accept the Offer or 

retain the Auction Rate Security is made 

by a Plan fiduciary or Plan participant 

or IRA owner who is independent (as 

defined in section V(d)) of JPMorgan 

Chase. Notwithstanding the foregoing: 

(1) in the case of an individual 

retirement account (an IRA, as described 

in section V(e) below) which is 

beneficially owned by an employee, 

officer, director or partner of JPMorgan 

Chase, or a relative of any such persons, 

the decision to accept the Offer or retain 

the Auction Rate Security may be made 

by such employee, officer, director, 

partner, or relative; or (2) in the case of 

a JPMorgan Chase Plan or a pooled fund 

maintained or advised by JPMorgan 

Chase, the decision to accept the Offer 

may be made by JPMorgan Chase after 

JPMorgan Chase has determined that 

such purchase is in the best interest of 

the JPMorgan Chase Plan or pooled 

fund; 4

(h) Except in the case of a JPMorgan 

Chase Plan or a pooled fund maintained 

or advised by JPMorgan Chase, neither 

JPMorgan Chase nor any affiliate 

exercises investment discretion or 

renders investment advice within the 

meaning of 29 CFR 2510.3–21(c) with 

respect to the decision to accept the 

Offer or retain the Auction Rate 

Security; 

(i) The Plan does not pay any 

commissions or transaction costs with 

respect to the Unrelated Sale; 

(j) The Unrelated Sale is not part of an 

arrangement, agreement or 

understanding designed to benefit a 

party in interest to the Plan; 

(k) JPMorgan Chase and its affiliates, 

as applicable, maintain, or cause to be 

maintained, for a period of six (6) years 

from the date of the Unrelated Sale, 

such records as are necessary to enable 

the persons described below in 

paragraph (l)(1), to determine whether 

the conditions of this exemption have 

been met, except that— 

(1) No party in interest with respect 

to a Plan which engages in an Unrelated 

Sale, other than JPMorgan Chase and its 

affiliates, as applicable, 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 not 

available for examination, as required, 

below, by paragraph (l)(1); and 

(2) A separate prohibited transaction 

shall not be considered to have occurred 

solely because, due to circumstances 

beyond the control of JPMorgan Chase 

or its affiliates, as applicable, such 

records are lost or destroyed prior to the 

end of the six-year period; 

(l)(1) Except as provided below in 

paragraph (l)(2), and notwithstanding 

any provisions of subsections (a)(2) and 

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

referred to above in paragraph (k) are 

unconditionally available at their 

customary location for examination 

during normal business hours by— 

(A) Any duly authorized employee or 

representative of the Department, the 

Internal Revenue Service, or the U.S. 

Securities and Exchange Commission; 

or 

(B) Any fiduciary of any Plan, 

including any IRA owner, that engages 

in a Sale, or any duly authorized 

employee or representative of such 

fiduciary; or 

(C) Any employer of participants and 

beneficiaries and any employee 

organization whose members are 

covered by a Plan that engages in the 

Unrelated Sale, or any authorized 

employee or representative of these 

entities; 

(2) None of the persons described 

above in paragraph (l)(1)(B)–(C) shall be 

authorized to examine trade secrets of 

JPMorgan Chase, or commercial or 

financial information which is 

privileged or confidential; and 

(3) Should JPMorgan Chase refuse to 

disclose information on the basis that 

such information is exempt from 

disclosure, JPMorgan Chase shall, by the 

close of the thirtieth (30th) day 


tkelley on DSK3SPTVN1PROD with NOTICES
45692 Federal Register / Vol. 77, No. 148 / Wednesday, August 1, 2012 / Notices 

5For purposes of this exemption, references to 

section 406 of the Act should be read to refer as 

well to the corresponding provisions of section 

4975 of the Code. 

following the request, provide a written 

notice advising that person of the 

reasons for the refusal and that the 

Department may request such 

information. 

Section III. Sales of Auction Rate 

Securities From Plans to JPMorgan 

Chase: Related to a Settlement 

Agreement 

The restrictions of section 

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

406(b)(1) and (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, effective 

February 1, 2008, to the sale by a Plan 

of an Auction Rate Security to JPMorgan 

Chase, where such sale (a Settlement 

Sale) is related to, and made in 

connection with, a Settlement 

Agreement, provided that the conditions 

set forth in Section IV have been met. 

Section IV. Conditions Applicable to 

Transactions Described in Section III 

(a) The terms and delivery and timing 

of the Offer are consistent with the 

requirements set forth in the Settlement 

Agreement; 

(b) The Offer or other documents 

available to the Plan specifically 

describe, among other things: 

(1) How a Plan may determine: the 

Auction Rate Securities held by the Plan 

with JPMorgan Chase, the purchase 

dates for the Auction Rate Securities, 

and (if reliable information is available) 

the most recent rate information for the 

Auction Rate Securities; 

(2) The number of shares and par 

value of the Auction Rate Securities 

available for purchase under the Offer; 

(3) The background of the Offer; 

(4) That participating in the Offer will 

not result in or constitute a waiver of 

any claim of the tendering Plan; 

(5) The methods and timing by which 

Plans may accept the Offer; 

(6) The purchase dates, or the manner 

of determining the purchase dates, for 

Auction Rate Securities tendered 

pursuant to the Offer; 

(7) The timing for acceptance by 

JPMorgan Chase of tendered Auction 

Rate Securities; 

(8) The timing of payment for Auction 

Rate Securities accepted by JPMorgan 

Chase for payment; 

(9) The methods and timing by which 

a Plan may elect to withdraw tendered 

Auction Rate Securities from the Offer; 

(10) The expiration date of the Offer; 

(11) The fact that JPMorgan Chase 

may make purchases of Auction Rate 

Securities outside of the Offer and may 

otherwise buy, sell, hold or seek to 

restructure, redeem or otherwise 

dispose of the Auction Rate Securities; 

(12) A description of the risk factors 

relating to the Offer as JPMorgan Chase 

deems appropriate; 

(13) How to obtain additional 

information concerning the Offer; and 

(14) The manner in which 

information concerning material 

amendments or changes to the Offer will 

be communicated to affected Plans; 

(c) The terms of the Settlement Sale 

are consistent with the requirements set 

forth in the Settlement Agreement; and 

(d) All of the conditions in Section II 

have been met with respect to the 

Settlement Sale. 

Section V. Definitions 

For purposes of this exemption: 

(a) The term ‘‘affiliate’’ means: Any 

person directly or indirectly, through 

one or more intermediaries, controlling, 

controlled by, or under common control 

with such other person; 

(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 ‘‘Auction Rate Security’’ 

means a security that: 

(1) Is either a debt instrument 

(generally with a long-term nominal 

maturity) or preferred stock; and 

(2) Has an interest rate or dividend 

that is reset at specific intervals through 

a Dutch auction process; 

(d) A person is ‘‘independent’’ of 

JPMorgan Chase if the person is: 

(1) Not JPMorgan Chase or an affiliate; 

and 

(2) Not a relative (as defined in ERISA 

section 3(15)) of the party engaging in 

the transaction; 

(e) The term ‘‘Plan’’ means: An 

individual retirement account or similar 

account described in section 

4975(e)(1)(B) through (F) of the Code (an 

IRA); an employee benefit plan as 

defined in section 3(3) of ERISA; or an 

entity holding plan assets within the 

meaning of 29 CFR 2510.3–101, as 

modified by ERISA section 3(42); and 

(f) The term ‘‘Settlement Agreement’’ 

means: A legal settlement involving 

JPMorgan Chase and a U.S. state or 

federal authority that provides for the 

purchase of an Auction Rate Security by 

JPMorgan Chase from a Plan. 

Effective Date: This exemption is 

effective as of February 1, 2008. 

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 in the 

Federal Register on December 13, 2011 

at 76 FR 77594. 

FOR FURTHER INFORMATION CONTACT: 

Anna Mpras Vaughan of the 

Department, telephone (202) 693–8565. 

(This is not a toll-free number.) 

South Plains Financial, Inc. Employee 

Stock Ownership Plan (the Plan) 

Located in Lubbock, TX 

[Prohibited Transaction Exemption 

2012–15; Exemption Application No. D– 

11582]. 

Exemption 

The restrictions of sections 

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

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

Act and the sanctions resulting from the 

application of section 4975 of the Code,5

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

and (E) of the Code, shall not apply, (1) 

effective December 17, 2008, to the 

acquisition and holding by the Plan of 

certain interests (the LLC Interests) in 

SPFI Investment Group, LLC (the LLC), 

a former wholly owned subsidiary of the 

Plan sponsor, South Plains Financial, 

Inc. (SPF), which were distributed (the 

Distribution) as dividends to the Plan as 

a shareholder of SPF; and (2) the 

proposed redemption (the Redemption) 

by the LLC of the LLC Interests held by 

the Plan. 

This exemption is subject to the 

following conditions: 

(a) The Plan’s acquisition and holding 

of the LLC Interests occurred in 

connection with the Distribution, 

wherein the Plan acquired the LLC 

Interests automatically and without any 

action on its part. 

(b) The Plan’s acquisition of the LLC 

Interests resulted from an independent 

act of SPF as a corporate entity for 

business reasons which did not involve 

the Plan. As such, all shareholders of 

SPF, including the Plan, were treated in 

the same manner. 

(c) The Plan paid no fees or 

commissions in connection with the 

acquisition and holding of the LLC 

Interests. 

(d) Within ninety (90) days after the 

date of publication of this notice in the 

Federal Register, the LLC redeems the 

LLC Interests held by the Plan for no 

less than the greater of $1,036,665 or the 

fair market value of the LLC Interests on 

the date that the Redemption occurs. 

(e) The Redemption is a one-time sale 

of the LLC Interests for cash. 

(f) The terms and conditions of the 

Redemption are at least as favorable to 

the Plan as those obtainable in an arm’s 

length transaction with an unrelated 

party. 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 77, No. 148 / Wednesday, August 1, 2012 / Notices 45693 

(g) The Plan pays no commissions, 

costs or other expenses in connection 

with the Redemption. 

(h) An independent fiduciary has 

approved the Redemption and monitors 

such transaction on behalf of the Plan. 

Effective Date: This exemption is 

effective as of December 17, 2008, with 

respect to the acquisition and holding 

by the Plan of the LLC Interests. In 

addition, this exemption is effective as 

of the date of this final exemption with 

respect to the LLC’s Redemption of the 

LLC Interests held by the Plan. 

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 in the 

Federal Register on March 30, 2012, at 

77 FR 19345. 

FOR FURTHER INFORMATION CONTACT: Ms. 

Anna Mpras Vaughan of the 

Department, telephone (202) 693–8565. 

(This is not a toll-free number.) 

Meridian Medical Associates, S.C. 

Employees’ Retirement Plan and Trust 

(the Plan) Located in Joliet, Illinois 

[Prohibited Transaction Exemption 

2012–16; Exemption Application No. D– 

11649] 

Exemption 

I—Transactions 

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 

Associates, S.C.), as lessee, of a 52 

percent (52%) beneficial ownership 

interest in the Annex; and 

(c) The personal guarantees, jointly 

and severally, by each of the 

shareholders of the Employer of the 

obligations of such Employer under the 

terms of the Annex Lease; provided that 

the conditions set forth, below, in 

Section II are satisfied. 

II—Conditions 

(a) With respect to the Purchase by 

the Plan of a 52 percent (52%) beneficial 

ownership interest in the Annex from 

the LLC: 

(1) The Purchase is a one-time 

transaction for cash; 

(2) The terms and conditions of the 

Purchase are no less favorable to the 

Plan than those obtainable by the Plan 

under similar circumstances when 

negotiated at arm’s length with 

unrelated third parties; 

(3) Prior to entering into the Purchase, 

an independent, qualified fiduciary (the 

I/F) determines that the Purchase is in 

the interest of, and protective of the 

Plan and of its participants and 

beneficiaries; 

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

approves the terms of the Purchase prior 

to the consummation of such Purchase; 

(5) The acquisition price paid by the 

Plan for a 52 percent (52%) beneficial 

ownership interest in the Annex is not 

more than the fair market value of such 

interest, as determined by an 

independent, qualified appraiser, as of 

the date of the Purchase; 

(6) An independent, qualified 

appraiser determines, as of the date of 

the Purchase, the fair market value of a 

parcel of improved real property (the 

Original Facility), which is adjacent to 

the Annex, and in which the Plan holds 

a 100 percent (100%) beneficial 

ownership interest through a land trust 

(no. 2024); 

(7) Immediately following the 

Purchase, the combined fair market 

value of the Plan’s 52 percent (52%) 

beneficial ownership interest in the 

Annex and the fair market value of the 

Plan’s 100 percent (100%) beneficial 

ownership interest in the Original 

Facility when added together (the 

Combined Facility) does not exceed 20 

percent (20%) of the fair market value 

of the total assets of the Plan; 

(8) In the event of any actual or 

potential divergence of interests 

between the Plan and the LLC, that 

results as a consequence of their shared 

ownership interest in the Annex, the 

I/F takes appropriate steps to resolve 

such conflicts of interest and in all 

events acts prudently and solely in the 

interest of the Plan with respect to all 

decisions pertaining to the acquisition, 

holding, management, and disposition 

of the Plan’s interest in the Annex. To 

the extent that a conflict occurs, the I/ 

F has, by its written agreement, the sole 

authority acting on behalf of the Plan to 

determine the resolution of any conflict 

that arises from the shared beneficial 

ownership of the Annex by the Plan and 

the LLC; and that such determination 

shall be binding on the LLC; and 

(9) The Plan does not incur any fees, 

costs, commissions, or other charges as 

a result of engaging in the Purchase, 

other than the necessary and reasonable 

fees payable to the I/F and to the 

independent, qualified appraiser, 

respectively. 

(b) With respect to the Annex Lease: 

(1) The terms and conditions of the 

Annex Lease are no less favorable to the 

Plan than those obtainable by the Plan 

under similar circumstances when 

negotiated at arm’s length with 

unrelated third parties; 

(2) Prior to entering into the Annex 

Lease, the I/F, acting on behalf of the 

Plan, negotiates, reviews, and approves 

the terms and conditions of the Annex 

Lease, and determines that the Annex 

Lease is in the interest of, and protective 

of the Plan and its participants and 

beneficiaries; 

(3) The I/F monitors and enforces 

compliance with the conditions of this 

exemption and monitors and enforces 

compliance with all of the terms of the 

Annex Lease throughout the initial term 

of such lease and throughout the 

duration of each renewal of such lease, 

and is also responsible for legally 

enforcing the payment of rent and the 

proper performance of all other 

obligations of the Employer under the 

terms of such lease; 

(4) The rent paid to the Plan by the 

Employer under the initial term of the 

Annex Lease, and the rent paid to the 

Plan by the Employer during each 

renewal of such lease, is based upon the 

fair market value of the Annex, as 

established by an independent, 

qualified appraiser at the time of such 

initial term and at the time of each 

renewal of such lease; 

(5) The rent under the Annex Lease is 

adjusted at the commencement of the 

second year of the term of such lease 

and is adjusted every second year 

thereafter by the I/F, based on an 

appraisal of the fair market value of the 

Annex, as established by an 

independent, qualified appraiser at the 

time of each such adjustment of rent. If 

twelve percent (12%) of the fair market 

value of the Annex, established by such 

appraisal at the time of any such 

adjustment, is greater than the then 

current base rent under the Annex 

Lease, then the base rent is revised by 

the I/F to reflect the increase in fair 

market value of the Annex, as 

established by such appraisal. If twelve 

percent (12%) of the fair market value 

of the Annex, established by such 

appraisal at the time of any such 

adjustment, is less than or equal to the 

then current base rent, then the base 

rent remains unchanged by the I/F; 


tkelley on DSK3SPTVN1PROD with NOTICES
45694 Federal Register / Vol. 77, No. 148 / Wednesday, August 1, 2012 / Notices 

6For purposes of this exemption, references to 

the provisions of Title I of the Act, unless otherwise 

specified, refer also to the corresponding provisions 

of the Code. 

(6) The terms of the Annex Lease shall 

be triple net, such that the Employer, as 

lessee, is responsible for paying, in 

addition to monthly rent, all costs for 

maintenance, taxes, utilities, and 

insurance on the Annex; 

(7) Prior to entering into any renewal 

of the Annex Lease, the I/F, acting on 

behalf of the Plan, approves such 

renewal beyond the initial term of such 

lease; and 

(8) The Plan does not incur any fees, 

any costs, any commissions, and any 

other charges and expenses as a result 

of entering into the Annex Lease, other 

than the necessary and reasonable fees 

payable to the I/F and payable to the 

independent, qualified appraiser, 

respectively. 

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 June 

1, 2012, at 77 FR 32686. 

FOR FURTHER INFORMATION CONTACT: Ms. 

Angelena C. Le Blanc of the Department, 

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

a toll-free number.) 

TIB Financial Corp. Employee Stock 

Ownership Plan With 401(k) Provisions 

(the Plan) Located in Naples, Florida 

[Prohibited Transaction Exemption 

2012–17; Exemption Application No. D– 

11668] 

Exemption 

The restrictions of sections 

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

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

sanctions resulting from the application 

of section 4975(c)(1)(A) and (E) of the 

Code,6 shall not apply, effective 

December 17, 2010 through January 18, 

2011, to: (1) the acquisition of certain 

stock rights (the Rights) by the Plan in 

connection with, and under the terms 

and conditions of, a Rights offering (the 

Offering) by TIB Financial Corp. (TIB or 

the Applicant), the Plan sponsor and a 

party in interest with respect to the 

Plan, and (2) the holding of the Rights 

by the Plan during the subscription 

period of the Offering; provided that the 

following conditions were met: 

(a) The receipt of the Rights by the 

Plan occurred pursuant to Plan 

provisions for individually directed 

investments of such accounts, in 

connection with the Offering, and was 

made available by TIB on the same 

terms to all shareholders of record (the 

Shareholders) of TIB’s common stock 

(Common Stock) as of 4:01 p.m., New 

York City time, on July 12, 2010 (the 

Record Date); 

(b) The acquisition of the Rights by 

the Plan resulted from an independent 

act of TIB as a corporate entity, and all 

holders of the Rights, including the 

Plan, were treated in the same manner 

with respect to such acquisition; 

(c) All Shareholders of Common 

Stock, including the Plan, received the 

same proportionate number of Rights 

based on the number of shares of 

Common Stock held by such 

Shareholders; 

(d) All decisions regarding the Rights 

held by the Plan were made by the 

individual Plan participants 

(Participants) whose accounts in the 

Plan received the Rights pursuant to the 

Offering, in accordance with the 

provisions under the Plan for 

individually-directed investment of 

such account; and 

(e) The Plan did not pay any fees or 

commissions in connection with the 

acquisition and or holding of the Rights. 

Effective Date: This exemption is 

effective from December 17, 2010, 

through and including January 18, 2011. 

Written Comments 

The Department invited all interested 

persons to submit written comments 

and/or requests for a public hearing 

with respect to the notice of proposed 

exemption on or before May 21, 2012. 

During the comment period, the 

Department received one written 

comment from a Participant concerning 

the benefit of the Offering to the Plan 

and the provision of information to 

Participants concerning the terms of the 

Offering. The Participant’s comment, as 

well as the Applicant’s response to the 

issues raised therein, is described 

below. The Department received no 

hearing requests. 

Participant’s Comment 

The Participant’s comment concerned 

the Participant’s belief that the Offering 

was conducted in a manner that was not 

in the benefit of the Participants in the 

Plan, and that TIB failed to provide 

information to Participants regarding 

their rights and obligations under the 

terms of the Offering. In this regard, the 

Participant states that a third party 

investment counselor whom the 

Participant solicited for advice 

suggested that the Offering benefited 

TIB, but did not necessarily benefit the 

Participants in the Plan. Furthermore, 

the Participant states that Participants 

had no choice except to deal with the 

terms of the Offering. Finally, the 

Participant states that Participants did 

not receive information regarding whom 

to contact or how to receive assistance 

concerning the terms of the Offering. 

Applicant’s Response 

The Applicant reviewed the 

Participant’s comment and disagreed 

with the Participant’s characterization 

of the Offering and the Participant’s 

opportunity to participate in the 

Offering. In response to the Participant’s 

assertion that the Offering benefited 

TIB, but did not necessarily benefit the 

Participants in the Plan, the Applicant 

states that the Offering was intended as 

an opportunity for all shareholders of 

TIB Stock including those who held the 

TIB Stock in the Plan, to acquire 

additional shares of TIB Stock at a price 

below that available in the market at 

that time. In this regard, the Applicant 

notes that, as set forth in the proposed 

exemption, the subscription price was 

$15 per share of TIB Stock and the 

closing price per share of TIB Stock on 

the business day prior to the expiration 

of the Offering was $19.51 per share, an 

immediate gain of $4.51 per share for 

those shareholders of TIB Stock who 

exercised their Rights. 

In response to the Participant’s 

assertion that not enough information 

was provided to Participants concerning 

the terms of the Offering, the Applicant 

states that TIB provided Participants 

who held TIB Stock in their TIB Stock 

Fund with sufficient information and 

the opportunity to participate in the 

Offering. The Applicant states that all 

Plan Participants who held shares of 

TIB Stock in the TIB Stock Fund in the 

Plan were provided with the 

opportunity to participate in the 

Offering on the same terms as other 

shareholders of TIB Stock (except for 

the exercise process and the absence of 

fees and sales commissions for shares of 

TIB Stock held in the TIB Stock Fund), 

including any employees who held 

shares of Stock in accounts outside the 

Plan. 

The Applicant notes that, in order to 

participate in the Offering with respect 

to shares of TIB Stock that were held in 

the Plan, Participants were mailed the 

‘‘Instructions for Participants in the TIB 

Financial Corp. Employee Stock 

Ownership Plan with 401(k) 

Provisions—Important information on 

the TIB Financial Corp. Rights 

Offering,’’ that provided Participants 

with instructions on how to exercise the 

Rights that were allocated to a 

Participant’s Plan account. In addition, 

the Applicant states that Participants 

were provided with a special election 

form to exercise their Rights and a 

prospectus that was provided to all 

shareholders of TIB Stock that described 

the Offering in more detail. 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 77, No. 148 / Wednesday, August 1, 2012 / Notices 45695 

7Pursuant to 29 CFR 2510.3–3(b) of the 

Department’s regulations, there is no jurisdiction 

with respect to the Plan under Title I of the Act. 

However, there is jurisdiction under Title II of the 

Act, pursuant to section 4975 of the Code. 

After giving full consideration to the 

entire record, including the written 

comment, the Department has decided 

to grant the exemption, as described 

above. The complete application file is 

made available for public inspection in 

the Public Disclosure Room of the 

Employee Benefits Security 

Administration, Room N–1513, U.S. 

Department of Labor, 200 Constitution 

Avenue NW., Washington, DC 20210. 

For a more complete statement of the 

facts and representations supporting the 

Department’s decision to grant this 

exemption, refer to the proposed 

exemption published in the Federal 

Register on March 30, 2012 at 77 FR 

19352. 

FOR FURTHER INFORMATION CONTACT: 

Warren Blinder of the Department, 

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

a toll-free number.) 

Ed Laur Defined Benefit Plan (the Plan) 

Located in Amarillo, TX 

[Exemption Application No. D–11714 

Prohibited Transaction Exemption 

2012–18] 

Exemption 

The sanctions resulting from the 

application of section 4975 of the Code, 

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

through (E) of the Code,7 shall not apply 

to the cash sale by the Plan to Ed Laur 

(Mr. Laur) of shares of stock (the Stock) 

of EnergyNet.com (EnergyNet); provided 

that: 

(a) The sale of the Stock by the Plan 

to Mr. Laur is a one-time transaction in 

which the Plan receives cash; 

(b) As the result of the sale, the Plan 

receives the fair market value of the 

Stock, as determined by the CFO of 

EnergyNet, as of the most recent 

valuation of such Stock; 

(c) The Plan pays no commissions or 

fees in regard to the transaction; and 

(d) The terms of the sale are no less 

favorable to the Plan than those the Plan 

would have received in similar 

circumstances when negotiated at arm’s 

length with unrelated third parties. 

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 June 

1, 2012, at 77 FR 32697. 

FOR FURTHER INFORMATION CONTACT: Ms. 

Angelena C. Le Blanc of the Department, 

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

a toll-free number.) 

General Information 

The attention of interested persons is 

directed to the following: 

(1) The fact that a transaction is the 

subject of an exemption under section 

408(a) of the Act and/or section 

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

a fiduciary or other party in interest or 

disqualified person from certain other 

provisions to which the exemption does 

not apply and the general fiduciary 

responsibility provisions of section 404 

of the Act, which among other things 

require a fiduciary to discharge his 

duties respecting the plan solely in the 

interest of the participants and 

beneficiaries of the plan and in a 

prudent fashion in accordance with 

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

it affect the requirement of section 

401(a) of the Code that the plan must 

operate for the exclusive benefit of the 

employees of the employer maintaining 

the plan and their beneficiaries; 

(2) Each 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 an 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. 

Lyssa E. Hall, 

Director of Exemption Determinations, 

Employee Benefits Security Administration, 

U.S. Department of Labor. 

[FR Doc. 2012–18701 Filed 7–31–12; 8:45 am] 

BILLING CODE 4510–29–P 

OFFICE OF MANAGEMENT AND 

BUDGET 

Audits of States, Local Governments, 

and Non-Profit Organizations; OMB 

Circular A–133 Compliance 

Supplement 

AGENCY: Executive Office of the 

President, Office of Management and 

Budget. 

ACTION: Notice of availability of the 2012 

OMB Circular A–133 Compliance 

Supplement. 

SUMMARY: This notice announces the 

availability of the 2012 OMB Circular 

A–133 Compliance Supplement 

(Supplement). The notice also offers 

interested parties an opportunity to 

comment on the 2012 Supplement. The 

2012 Supplement adds seven new 

programs, including four programs 

added to existing clusters. It deletes 

eight programs and has also been 

updated for program changes and 

technical corrections. The eight deleted 

programs are: 

• Catalog of Federal Domestic 

Assistance (CFDA) 15.518, Garrison 

Diversion Unit 

• CFDA 15.520, Lewis and Clark Rural 

Water System 

• CFDA 20.603, Federal Highway Safety 

Data Improvements Incentive 

• CFDA 20.604, Safety Incentive Grants 

for Use of Seatbelts 

• CFDA 20.605, Safety Incentives to 

Prevent Operation of Motor Vehicles 

by Intoxicated Persons 

• CFDA 20.933, National Infrastructure 

Investments 

• CFDA 93.713, ARRA—Child Care and 

Development Block Grant 

• CFDA 97.004, State Domestic 

Preparedness Equipment Support 

Program (State Homeland Security 

Grant Program) 

In total, the 2012 Supplement 

includes 243 individual programs. A list 

of changes to the 2012 Supplement can 

be found at APPENDIX V. APPENDIX 

VII provides an audit alert and lists 

compliance requirements regarding the 

grant programs funded under American 

Recovery and Reinvestment Act of 2009. 

Due to its length, the 2012 Supplement 

is not included in this Notice. See 

‘‘Addresses’’ for information about how 

to obtain a copy either on line or 

through the Government Printing Office. 

DATES: The 2012 Supplement 

supersedes the 2011 Supplement and 

will apply to audits of fiscal years 

beginning after June 30, 2011. All 

comments on the 2012 Supplement 

must be in writing and received by 

October 31, 2012. Late comments will 

be considered to the extent practicable. 

We received no comments on the 2011 

Supplement. 

Due to potential delays in OMB’s 

receipt and processing of mail sent 

through the U.S. Postal Service, we 

encourage respondents to submit 

comments electronically to ensure 

timely receipt. We cannot guarantee that 

comments mailed will be received 

before the comment closing date. 

Electronic mail comments may be 

submitted to: 

Hai_M._Tran@omb.eop.gov. Please 

include ‘‘A–133 Compliance 

Supplement—2012’’ in the subject line 

and the full body of your comments in 

the text of the electronic message and as 

an attachment. Please include your 


tkelley on DSK3SPTVN1PROD with NOTICES