Federal Register / Vol. 62, No. 153 / Friday, August 8, 1997 / Notices 42837

(i) The term ‘‘secondary service’’

means a service provided by a Bank or

Plan Adviser to a Fund other than

investment management, investment

advisory or similar services.

(j) The term ‘‘fixed-income security’’

means any interest-bearing or

discounted government or corporate

security with a face amount of $1,000 or

more that obligates the issues to pay the

holder a specified sum of money, at

specific intervals, and to repay the

principal amount of the loan at

maturity.

(k) The term ‘‘Client Plan’’ means a

pension plan described in 29 CFR

2510.3–2, a welfare benefit plan

described in 29 CFR 2510.3–1, and a

plan described in section 4975(e)(1) of

the Code, but does not include an

employee benefit plan established or

maintained by the Bank or a Plan

Adviser for its own employees.

(l) The term ‘‘security’’ shall have the

same meaning as defined in section

2(36) of the 1940 Act, as amended, 15

U.S.C. 80a–2(36) (1996).

(m) The term ‘‘Plan Adviser’’ means

an investment adviser registered under

the Investment Advisers Act of 1940,

and any ‘‘affiliate’’ thereof [as defined

above in paragraph (b)(1)].

(n) The term ‘‘business day’’ means a

banking day as defined by federal or

state banking regulations.

(o) The term ‘‘unrelated employers’’

means persons which are not, directly

or indirectly, affiliates, as defined above

in paragraph (b)(1).

(p) The term ‘‘personal delivery’’

means delivery of the information

described in sections I(g) and II(g) above

to an individual or individuals

designated by the Client Plan to act on

behalf of the Independent Fiduciary.

Signed at Washington, D.C., this 1st day of

August, 1997.

Alan D. Lebowitz,

Deputy Assistant Secretary for Program

Operations, Pension and Welfare Benefits

Administration, Department of Labor.

[FR Doc. 97–21003 Filed 8–7–97; 8:45 am]

BILLING CODE 4510–29–M

DEPARTMENT OF LABOR

Pension and Welfare Benefits

Administration

[Application No. D–10439, et al.]

Proposed Exemptions; Alloy Die

Casting Co. Employees Profit Sharing

Plan and Trust (the Plan), et al.

AGENCY: Pension and Welfare Benefits

Administration, Labor.

ACTION: Notice of proposed exemptions.

SUMMARY: This document contains

notices of pendency before the

Department of Labor (the Department) of

proposed exemptions from certain of the

prohibited transaction restrictions of the

Employee Retirement Income Security

Act of 1974 (the Act) and/or the Internal

Revenue Code of 1986 (the Code).

Written Comments and Hearing

Requests

Unless otherwise stated in the Notice

of Proposed Exemption, all interested

persons are invited to submit written

comments, and with respect to

exemptions involving the fiduciary

prohibitions of section 406(b) of the Act,

requests for hearing within 45 days from

the date of publication of this Federal

Register Notice. Comments and requests

for a hearing should state: (1) the name,

address, and telephone number of the

person making the comment or request,

and (2) the nature of the person’s

interest in the exemption and the

manner in which the person would be

adversely affected by the exemption. A

request for a hearing must also state the

issues to be addressed and include a

general description of the evidence to be

presented at the hearing.

ADDRESSES: All written comments and

requests for a hearing (at least three

copies) should be sent to the Pension

and Welfare Benefits Administration,

Office of Exemption Determinations,

Room N–5649, U.S. Department of

Labor, 200 Constitution Avenue, N.W.,

Washington, D.C. 20210. Attention:

Application No. stated in each Notice of

Proposed Exemption. The applications

for exemption and the comments

received will be available for public

inspection in the Public Documents

Room of Pension and Welfare Benefits

Administration, U.S. Department of

Labor, Room N–5507, 200 Constitution

Avenue, N.W., Washington, D.C. 20210.

Notice to Interested Persons

Notice of the proposed exemptions

will be provided to all interested

persons in the manner agreed upon by

the applicant and the Department

within 15 days of the date of publication

in the Federal Register. Such notice

shall include a copy of the notice of

proposed exemption as published in the

Federal Register and shall inform

interested persons of their right to

comment and to request a hearing

(where appropriate).

SUPPLEMENTARY INFORMATION: The

proposed exemptions were requested in

applications filed pursuant to section

408(a) of the Act and/or section

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

accordance with procedures set forth in

29 CFR Part 2570, Subpart B (55 FR

32836, 32847, August 10, 1990).

Effective December 31, 1978, section

102 of Reorganization Plan No. 4 of

1978 (43 FR 47713, October 17, 1978)

transferred the authority of the Secretary

of the Treasury to issue exemptions of

the type requested to the Secretary of

Labor. Therefore, these notices of

proposed exemption are issued solely

by the Department.

The applications contain

representations with regard to the

proposed exemptions which are

summarized below. Interested persons

are referred to the applications on file

with the Department for a complete

statement of the facts and

representations.

Alloy Die Casting Co. Employees’ Profit

Sharing Plan and Trust (the Plan),

Located in Anaheim, California

[Application No. D–10439]

Proposed Exemption

The Department is considering

granting an exemption under the

authority of section 408(a) of the Act

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

in accordance with the procedures set

forth in 29 CFR Part 2570, Subpart B (55

FR 32836, 32847, August 10, 1990). If

the exemption is granted, the

restrictions of section 406(a), 406 (b)(1)

and (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) through (E) of the Code,

shall not apply to the proposed cash

sale by the Plan to the Alloy Die Casting

Co./W.E. Holmes, Inc. (Alloy), the Plan

sponsor and a party in interest with

respect to the Plan, of units (the Units)

in the Krupp Insured Plus-II Limited

Partnership (the Partnership), provided:

(a) the sale is a one-time transaction for

cash; (b) no commissions or other

expenses are paid by the Plan in

connection with the sale; (c) the Plan

will receive $1.15 above the highest bid

price for the Units at the most recent

sealed bid auction for the Units which

has occurred prior to the time of the

sale; and (d) Alloy will purchase the

Units from the Plan within 10 calendar

days following the granting of the

exemption proposed herein.

Summary of Facts and Representations

1. On June 23, 1997, the Department

proposed an exemption for the subject

transaction (62 FR 33924). However, the

exemption proposed therein provided

for a sales price for the Units of the

greater of: (1) $13.05 per Unit, or (2)

$1.15 above the highest bid price for the

Units at the most recent sealed bid

auction for the Units which has
42838 Federal Register / Vol. 62, No. 153 / Friday, August 8, 1997 / Notices

occurred prior to the time of the sale.

The floor price of $13.05 per Unit

derived from the highest bid price at the

most recent sealed bid auction prior to

the filing of the exemption application

request.

2. The applicant represents that

subsequent to the publication of the

proposed exemption, Krupp Insured

Plus Corp. (Krupp), a general partner of

the Partnership, announced that all

holders of Partnership Units would

receive a special distribution (the SD) of

$.71 per Unit. The applicant represents

that this SD constitutes a material

change which necessitates an

amendment to the proposed exemption

cited in rep. 1, above. The applicant

states that the SD will result in a

decrease in the fair market value of each

Unit at the next sealed bid auction.

Consequently, if the exemption were to

be granted as originally proposed, Alloy

would be paying significantly more than

the fair market value of the Units. While

Alloy felt that the proposed transaction,

as published in the above cited

proposed exemption, was close to fair

market value at the time of the

application and the publication, Alloy

no longer believes that the proposed

purchase price therein is representative

of fair market value in light of the SD.

Therefore, Alloy has requested that the

proposed exemption be amended to the

price of $1.15 above the highest bid

price for the Units at the most recent

sealed bid auction for the Units which

has occurred prior to the time of the

sale, but subsequent to the SD. The

applicant further represents that Alloy

will purchase the Units from the Plan

within 10 calendar days of the granting

of the exemption proposed herein.

3. For a more complete statement of

the circumstances involved in the

subject transaction, refer to the notice of

proposed exemption cited in rep. 1,

above.

FOR FURTHER INFORMATION CONTACT: Gary

H. Lefkowitz of the Department,

telephone (202) 219–8881. (This is not

a toll-free number.)

Bloom Consulting Corporation Profit

Sharing Plan (the Plan), Located in

Tiburon, California

[Application No. D–10440]

Proposed Exemption

The Department of Labor is

considering granting an exemption

under the authority of section 408(a) of

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

Code and in accordance with the

procedures set forth in 29 CFR part

2570, subpart B (55 FR 32836, August

10, 1990). If the exemption is granted,

the sanctions resulting from the

application of section 4975 of the Code,

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

through (E) of the Code shall not apply

to the proposed purchase by the Plan of

shares of common stock of Valley Forge

Corporation (the Stock) from the Martin

J. Bloom Family Trust, (the Trust) a

disqualified person with respect to the

Plan provided that the following

conditions are satisfied: (1) the purchase

of the Stock will be a one-time

transaction for cash; (2) the Plan will

purchase the Stock at a price no greater

than the fair market value of the Stock

as reported on the American Stock

Exchange (AMEX) on the date of

purchase; (3) the Plan will not pay any

expenses in connection with the

proposed transaction; and (4) the

purchase of the Stock shall represent no

more than 25% of the fair market value

of the Plan’s assets.

Summary of Facts and Representations

1. The Plan is a profit sharing plan

established and maintained by Bloom

Consulting Corporation with one

participant, Martin Bloom. As of

September 1996, the fair market value of

the Plan’s assets was $5,307,723. In

addition, Mr. Bloom is also the sole

owner of Bloom Consulting Group

which specializes in real estate

investment and management consulting

services. The Plan’s trustees are Mr.

Bloom and Theodore Desloge, Jr. Martin

J. Bloom is also the owner of 100% of

the beneficial interest in the Trust.

2. Mr. Bloom proposes that the Plan

purchase the Stock from the Trust. The

Stock is traded on the American Stock

Exchange (the AMEX). The purchase

will be a one time transaction for cash.

The total purchase price of the Stock

will be determined by multiplying the

number of shares to be purchased by the

Plan by the closing price of the Stock as

quoted on the AMEX on the date of the

transaction. The value of the total shares

of the Stock to be purchased by the Plan

will be equal to the lesser of (a)

$1,000,000 or (b) 25% of the fair market

value of the Plan’s assets at the time the

transaction closes. The Plan will not pay

any commissions or other expenses in

connection with the purchase of the

Stock.

3. Mr. Bloom believes it is in the

interest of the Plan to purchase the

Stock. The Stock is a desirable

investment for the Plan because of its

history of steady growth. Further, Mr.

Bloom believes that the market

undervalues the stock, and it is a very

safe investment for the Plan. Mr. Bloom

expects such growth to continue.

Further, Mr. Bloom believes that the

market undervalues the stock, and it is

a very safe investment for the Plan. In

addition, the proposed transaction will

permit the Plan to acquire the Stock

without incurring any sales

commissions or fees which ordinarily

are associated with such a purchase on

the open market.

4. In summary, the applicant

represents that the proposed transaction

meets the statutory criteria of section

4975(c)(2) of the Code because: (a) the

purchase of the Stock is a one time

transaction for cash; (b) the Plan will

pay no more than the fair market value

of the Stock as traded on the AMEX; (c)

no sales commissions or other expenses

will be incurred by the Plan; and (d) the

value of the total shares of Stock to be

purchased by the Plan shall be lesser of

$1,000,000 or 25% of the Plan’s total

assets.

Notice to Interested Persons: Since

Mr. Bloom is the only participant of the

Plan, thus the only participant affected

by the proposed transaction, it has been

determined that there is no need to

distribute the notice of proposed

exemption to interested persons.

Comments and hearing requests on the

proposed transaction are due 30 days

after the date of publication of this

notice in the Federal Register.

FOR FURTHER INFORMATION CONTACT:

Allison Padams of the Department,

telephone (202) 219–8971. (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 of

disqualified person from certain other

provisions of the Act and/or the Code,

including any prohibited transaction

provisions to which the exemption does

not apply and the general fiduciary

responsibility provisions of section 404

of the Act, which among other things

require a fiduciary to discharge his

duties respecting the plan solely in the

interest of the participants and

beneficiaries of the plan and in a

prudent fashion in accordance with

section 404(a)(1)(b) of the act; nor does

it affect the requirement of section

401(a) of the Code that the plan must

operate for the exclusive benefit of the

employees of the employer maintaining

the plan and their beneficiaries;

(2) Before an exemption may be

granted under section 408(a) of the Act

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

the Department must find that the

exemption is administratively feasible,

in the interests of the plan and of its

participants and beneficiaries and
Federal Register / Vol. 62, No. 153 / Friday, August 8, 1997 / Notices 42839

1For purposes of this exemption, the term ‘‘full

investment responsibility’’ means that the fiduciary

responsible for making the investment decision has

and exercises discretionary management authority

over all of the assets of the group trust or other plan

assets entity.

protective of the rights of participants

and beneficiaries of the plan;

(3) The proposed exemptions, if

granted, will be supplemental to, and

not in derogation of, any other

provisions of the Act and/or the Code,

including statutory or administrative

exemptions and transitional rules.

Furthermore, the fact that a transaction

is subject to an administrative or

statutory exemption is not dispositive of

whether the transaction is in fact a

prohibited transaction; and

(4) The proposed exemptions, if

granted, will be subject to the express

condition that the material facts and

representations contained in each

application are true and complete and

accurately describe all material terms of

the transaction which is the subject of

the exemption. In the case of continuing

exemption transactions, if any of the

material facts or representations

described in the application change

after the exemption is granted, the

exemption will cease to apply as of the

date of such change. In the event of any

such change, application for a new

exemption may be made to the

Department.

Signed at Washington, DC, this 5th day of

August, 1997.

Ivan Strasfeld,

Director of Exemption Determinations,

Pension and Welfare Benefits Administration,

Department of Labor.

[FR Doc. 97–21004 Filed 8–7–97; 8:45 am]

BILLING CODE 4510–29–P

DEPARTMENT OF LABOR

Pension and Welfare Benefits

Administration

[Prohibited Transaction Exemption 97–42,

et al.; Exemption Application No. D–10314,

et al.]

Grant of Individual Exemptions; TA

Associates, Inc. (TA Associates), et al.

AGENCY: Pension and Welfare Benefits

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 (the Act) and/or

the Internal Revenue Code of 1986 (the

Code).

Notices were published in the Federal

Register of the pendency before the

Department of proposals to grant such

exemptions. The notices set forth a

summary of facts and representations

contained in each application for

exemption and referred interested

persons to the respective applications

for a complete statement of the facts and

representations. The applications have

been available for public inspection at

the Department in Washington, D.C. The

notices also invited interested persons

to submit comments on the requested

exemptions to the Department. In

addition the notices 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

the notification to interested persons.

No public comments and no requests for

a hearing, unless otherwise stated, were

received by the Department.

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 (43 FR 47713, October 17,

1978) transferred the authority of the

Secretary of the Treasury to issue

exemptions of the type proposed to the

Secretary of Labor.

Statutory Findings

In accordance with section 408(a) of

the Act and/or section 4975(c)(2) of the

Code and the procedures set forth in 29

CFR Part 2570, Subpart B (55 FR 32836,

32847, August 10, 1990) and based upon

the entire record, the Department makes

the following findings:

(a) The exemptions are

administratively feasible;

(b) They are in the interests of the

plans and their participants and

beneficiaries; and

(c) They are protective of the rights of

the participants and beneficiaries of the

plans.

TA Associates, Inc. (TA Associates) Located

in Boston, MA

[Prohibited Transaction Exemption 97–42;

Exemption Application No. D–10314]

Exemption

The restrictions of section 406(a) of

the Act and the sanctions resulting from

the application of section 4975 of the

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

through (D) of the Code, shall not apply,

effective December 29, 1993, to the

making, by an employee benefit plan

(the Plan), of capital contributions to

any venture capital fund (the TA Fund)

that is organized, sponsored and/or

managed by TA Associates and/or any

of its affiliates (collectively, TA)

pursuant to a contractual obligation by

a Plan having an interest in the TA

Fund.

This exemption is subject to the

following conditions:

(a) At the time the Plan undertakes

the obligation to make such capital

contributions (the Determination Date),

the TA Fund is not a party in interest

with respect to the Plan.

(b) The decision to make a capital

contribution to a TA Fund is made on

behalf of the Plan by a Plan fiduciary

which is independent of and unrelated

to TA and the portfolio company whose

interest is acquired by the TA Fund.

(c) TA does not otherwise provide

investment advice to the Plan within the

meaning of Regulation section 29 CFR

2510.3–21(c) with respect to such Plan’s

assets that are invested in the TA Fund.

(d) At the Determination Date, the

Plan has aggregate assets that are in

excess of $50 million; provided

however, that in the case of—

(1) Two or more Plans which are not

maintained by the same employer,

controlled group of corporations or

employee organization (the Unrelated

Plans), whose assets are invested in a

TA Fund through a group trust, an

insurance company pooled separate

account or any other form of entity the

assets of which are ‘‘plan assets’’ under

29 CFR 2510.3–101 (the Plan Asset

Regulation), the foregoing $50 million

requirement shall in any event be

satisfied if such trust, separate account

or other entity has aggregate assets

which are in excess of $50 million,

provided further that the fiduciary

responsible for making the investment

decision on behalf of such group trust,

insurance company pooled separate

account or other entity has—

(i) Full investment responsibility 1

with respect to the plan assets invested

therein; and

(ii) Total assets under its management

and control, exclusive of the assets

invested in the TA Fund, which are in

excess of $100 million, for TA Funds

established after the date this grant

notice is published in the Federal

Register.

(2) Two or more Plans which are

maintained by the same employer,

controlled group of corporations or

employee organization (the Related

Plans), whose assets are invested in a

TA Fund through a master trust or any

other entity the assets of which are

‘‘plan assets’’ under the Plan Asset

Regulation, the $50 million requirement

shall in any event be satisfied if such

trust or other entity has aggregate assets

which are in excess of $50 million,

provided, further, that, in the case of a