Federal Register / Vol. 60, No. 81 / Thursday, April 27, 1995 / Notices 20773

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

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

that each application accurately

describes all material terms of the

transaction which is the subject of the

exemption.

Signed at Washington, DC, this 24th day of

April, 1995.

Ivan Strasfeld,

Director of Exemption Determinations,

Pension and Welfare Benefits Administration,

U.S. Department of Labor.

[FR Doc. 95–10404 Filed 4–26–95; 8:45 am]

BILLING CODE 4510–29–P

[Prohibited Transaction Exemption 95–33;

Exemption Application No. D–09626, et al.]

Grant of Individual Exemptions; Bank

South, N.A. 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, DC. 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.

Bank South, N.A. (the Bank) Located in

Atlanta, GA

[Prohibited Transaction Exemption 95–33;

Application No. D–09626]

Section I—Exemption for In-kind

Transfer of Assets

The restrictions of sections 406(a) and

406(b) 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 (F) of the Code,

shall not apply as of February 11, 1994,

to the in-kind transfer of assets of plans

for which the Bank serves as a fiduciary

(the Client Plans), other than plans

established and maintained by the Bank,

that are held in certain collective

investment funds maintained by the

Bank (the CIFs), in exchange for shares

of the Peachtree Funds (the Funds), an

open-end investment company

registered under the Investment

Company Act of 1940 (the 1940 Act) for

which the Bank acts as investment

adviser, in connection with the

termination of such CIFs, provided that

the following conditions and the general

conditions of Section III below are met:

(a) No sales commissions or other fees

are paid by the Client Plans in

connection with the purchase of Fund

shares through the in-kind transfer of

CIF assets and no redemption fees are

paid in connection with the sale of such

shares by the Client Plans to the Funds.

(b) Each Client Plan receives shares of

a Fund which have a total net asset

value that is equal to the value of the

Client Plan’s pro rata share of the assets

of the CIF on the date of the transfer,

based on the current market value of the

CIF’s assets, as determined in a single

valuation performed in the same

manner at the close of the same business

day using independent sources in

accordance with Rule 17a–7(b) of the

Securities and Exchange Commission

under the 1940 Act and the procedures

established by the Funds pursuant to

Rule 17a–7 for the valuation of such

assets. Such procedures must require

that all securities for which a current

market price cannot be obtained by

reference to the last sale price for

transactions reported on a recognized

securities exchange or NASDAQ be

valued based on an average of the

highest current independent bid and

lowest current independent offer, as of

the close of business on the Friday

preceding the weekend of the CIF

transfers, determined on the basis of

reasonable inquiry from at least three

sources that are broker-dealers or

pricing services independent of the

Bank.

(c) A second fiduciary who is

independent of and unrelated to the

Bank (the Independent Fiduciary)

receives advance written notice of the

in-kind transfer of assets of the CIFs and

full written disclosure of information

concerning the Funds (including a

current prospectus for each of the Funds

and a statement describing the fee

structure) and, on the basis of such

information, authorizes in writing the

in-kind transfer of the Client Plan’s CIF

assets to a corresponding Fund in

exchange for shares of the Fund.

(d) For all transfers of CIF assets to a

Fund following the publication of the

proposed exemption in the Federal

Register (i.e. January 30, 1995), the Bank

sends by regular mail to each affected

Client Plan the following information:
20774 Federal Register / Vol. 60, No. 81 / Thursday, April 27, 1995 / Notices

(1) Within 30 days after completion of

the transaction, a written confirmation

containing:

(i) The identity of each security that

was valued for purposes of the

transaction in accordance with Rule

17a–7(b)(4);

(ii) The price of each such security

involved in the transaction;

(iii) The identity of each pricing

service or market maker consulted in

determining the value of such securities;

and

(2) Within 90 days after completion of

each transfer, a written confirmation

that contains:

(i) The number of CIF units held by

the Client Plan immediately before the

transfer, the related per unit value, and

the total dollar amount of such CIF

units; and

(ii) The number of shares in the Funds

that are held by the Client Plan

following the transfer, the related per

share net asset value, and the total

dollar amount of such shares.

(e) The conditions set forth in

paragraphs (e), (f), and (m) of Section II

below are satisfied.

Section II—Exemption for Receipt of

Fees

The restrictions of sections 406(a) and

406(b) 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 (F) of the Code,

shall not apply as of February 11, 1994,

to the receipt of fees by the Bank from

the Funds for acting as investment

adviser to the Funds in connection with

the investment in the Funds by Client

Plans for which the Bank acts as a

fiduciary, including any Client Plan

invested in a CIF which transfers its

assets to a Fund, provided that the

following conditions and the general

conditions of Section III are met:

(a) No sales commissions, loads,

charges or similar fees are paid by the

Client Plans for the purchase or sale of

shares of the Funds and no redemption

fees are paid for the sale of shares by the

Client Plans to the Funds.

(b) The price paid or received by a

Client Plan for shares in a Fund is the

net asset value per share at the time of

the transaction, as defined in Section

IV(e), and is the same price which

would have been paid or received for

the shares by any other investor at that

time.

(c) Neither the Bank nor an affiliate,

including any officer or director of the

Bank, purchases or sells shares of the

Funds from or to any Client Plan.

(d) The Client Plans do not pay any

plan-level investment management fees,

investment advisory fees, or similar fees

to the Bank with respect to any of the

assets of such Client Plans which are

invested in shares of any of the Funds.

This condition does not preclude the

payment of investment advisory fees or

similar fees by the Funds to the Bank

under the terms of an investment

advisory agreement adopted in

accordance with section 15 of the 1940

Act or any other agreement between the

Bank and the Funds which is in

compliance with the 1940 Act.

(e) The combined total of all fees

received by the Bank for the provision

of services to a Client Plan, and in

connection with the provision of

services to the Funds in which the

Client Plan may invest, are not in excess

of ‘‘reasonable compensation’’ within

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

Act.

(f) The Bank does not receive any fees

payable pursuant to Rule 12b–1 under

the 1940 Act in connection with the

transactions.

(g) The Client Plans are not employee

benefit plans sponsored or maintained

by the Bank.

(h) The Independent Fiduciary

receives, in advance of any investment

by the Client Plan in a Fund, full and

detailed written disclosure of

information concerning the Funds,

including, but not limited to:

(1) A current prospectus for each

Fund in which a Client Plan is

considering investing;

(2) A statement describing the fees for

investment advisory or similar services,

as well as all other fees to be charged

to or paid by the Client Plan and by the

Funds, including the nature and extent

of any differential between the rates of

such fees;

(3) The reasons why the Bank may

consider such investment to be

appropriate for the Client Plan;

(4) A statement describing whether

there are any limitations applicable to

the Bank with respect to which assets of

a Client Plan may be invested in the

Funds, and if so, the nature of such

limitations; and

(5) Upon request of the Independent

Fiduciary, a copy of the proposed

exemption and/or a copy of the final

exemption, once such documents

become available.

(i) On the basis of the information

described above in paragraph (h) of this

Section II, the Independent Fiduciary

authorizes in writing the investment of

assets of the Client Plan in each Fund,

and the fees to be paid by such Funds

to the Bank.

(j) All authorizations made by an

Independent Fiduciary regarding

investments in a Fund and the fees paid

to the Bank are subject to an annual

reauthorization wherein any such prior

authorization referred to in paragraph (i)

of Section II shall be terminable at will

by the Client Plan, without penalty to

the Client Plan, upon receipt by the

Bank of written notice of termination. A

form expressly providing an election to

terminate the authorization described in

paragraph (i) of Section II above (the

Termination Form) with instructions on

the use of the form must be supplied to

the Independent Fiduciary no less than

annually. The instructions for the

Termination Form must include the

following information:

(1) The authorization is terminable at

will by the Client Plan, without penalty

to the Plan, upon receipt by the Bank of

written notice from the Independent

Fiduciary; and

(2) Failure to return the Termination

Form will constitute continued

authorization of the Bank to engage in

the transactions described in paragraph

(i) of Section II on behalf of the Client

Plan.

(k) In the event of an increase in the

rate of any fees paid by the Funds to the

Bank regarding any investment

management services, investment

advisory services, or fees for similar

services that the Bank provides to the

Funds over an existing rate for such

services that had been authorized by an

Independent Fiduciary, in accordance

with paragraph (i) of this Section II, the

Bank will, at least thirty (30) days in

advance of the implementation of such

increase, provide a written notice

(which may take the form of a proxy

statement, letter, or similar

communication that is separate from the

prospectus of the Fund and which

explains the nature and amount of the

increase in fees) to the Independent

Fiduciary of each of the Client Plans

invested in a Fund which is increasing

such fees. Such notice shall be

accompanied by a Termination Form.

However, if the Termination Form has

been provided to the Independent

Fiduciary pursuant to this paragraph,

then the Termination Form need not be

provided again for an annual

reauthorization pursuant to paragraph

(j) above unless at least six months has

elapsed since the form was provided in

connection with the fee increase.

(l) On an annual basis, the Bank

provides the Independent Fiduciary of a

Client Plan investing in the Funds with:

(1) A copy of the current prospectus

for the Funds and, upon such

fiduciary’s request, a copy of the

Statement of Additional Information for

such Funds which contains a

description of all fees paid by the Funds

to the Bank; and
Federal Register / Vol. 60, No. 81 / Thursday, April 27, 1995 / Notices 20775

1PTE 77–4, in pertinent part, permits the

purchase and sale by an employee benefit plan of

shares of a registered, open-end investment

company when a fiduciary with respect to the plan

is also the investment adviser for the investment

company, provided that, among other things, the

plan does not pay an investment management,

Continued

(2) upon the request of such

Independent Fiduciary, a report or

statement (which may take the form of

the most recent financial report, the

current Statement of Additional

Information for the Fund, or some other

written statement) that contains a

description of all fees paid by the Fund

to the Bank.

(m) All dealings between the Client

Plans and the Funds are on a basis no

less favorable to the Client Plans than

dealings with other shareholders of the

Funds.

Section III—General Conditions

(a) The Bank maintains for a period of

six years the records necessary to enable

the persons described below in

paragraph (b) of Section III to determine

whether the conditions of this

exemption have been met, except that

(1) a prohibited transaction will not be

considered to have occurred if, due to

circumstances beyond the control the

Bank, the records are lost or destroyed

prior to the end of the six-year period,

and (2) no party in interest other than

the Bank shall be subject to the civil

penalty that may be assessed under

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

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

the Code if the records are not

maintained or are not available for

examination as required by paragraph

(b) below.

(b) (1) Except as provided in

paragraph (b)(2) and notwithstanding

any provisions of section 504(a)(2) and

(b) of the Act, the records referred to in

paragraph (a) of Section III are

unconditionally available at their

customary location for examination

during normal business hours by—

(i) Any duly authorized employee or

representative of the Department or the

Internal Revenue Service,

(ii) Any fiduciary of the Client Plans

who has authority to acquire or dispose

of shares of the Funds owned by the

Client Plans, or any duly authorized

employee or representative of such

fiduciary, and

(iii) Any participant or beneficiary of

the Client Plans or duly authorized

employee or representative of such

participant or beneficiary;

(2) None of the persons described in

paragraph (b)(1)(ii) and (iii) shall be

authorized to examine trade secrets of

the Bank, or commercial or financial

information which is privileged or

confidential.

Section IV—Definitions

For purposes of this exemption:

(a) The term ‘‘Bank’’ means the Bank

South, N.A. and any affiliate thereof as

defined below in paragraph (b) of this

Section IV.

(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 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.

(c) The term ‘‘control’’ means the

power to exercise a controlling

influence over the management or

policies of a person other than an

individual.

(d) The term ‘‘Fund’’ or ‘‘Funds’’ shall

include the Peachtree Funds, Inc., or

any other diversified open-end

investment company registered under

the 1940 Act for which the Bank serves

as an investment adviser.

(e) The term ‘‘net asset value’’ means

the amount for purposes of pricing all

purchases and sales calculated by

dividing the value of all securities,

determined by a method as set forth in

the Fund’s prospectus and statement of

additional information, and other assets

belonging to the Fund or portfolio of the

Fund, less the liabilities charged to each

such portfolio or Fund, by the number

of outstanding shares.

(f) The term ‘‘relative’’ means a

‘‘relative’’ as that term is defined in

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

of the family’’ as that term is defined in

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

brother, a sister, or a spouse of a brother

or a sister.

(g) The term ‘‘Independent Fiduciary’’

means a fiduciary of a Client Plan who

is independent of and unrelated to the

Bank. For purposes of this exemption,

the Independent Fiduciary will not be

deemed to be independent of and

unrelated to the Bank if:

(1) Such fiduciary directly or

indirectly controls, is controlled by, or

is under common control with the Bank;

(2) Such fiduciary, or any officer,

director, partner, employee, or relative

of the fiduciary is an officer, director,

partner, employee or affiliate of the

Bank (or is a relative of such persons);

(3) Such fiduciary directly or

indirectly receives any compensation or

other consideration for his or her own

personal account in connection with

any transaction described in this

exemption.

If an officer, director, partner, affiliate

or employee of the Bank (or relative of

such persons), is a director of such

Independent Fiduciary, and if he or she

abstains from participation in (i) the

choice of the Client Plan’s investment

adviser, (ii) the approval of any such

purchase or sale between the Client Plan

and the Funds, and (iii) the approval of

any change in fees charged to or paid by

the Client Plan in connection with any

of the transactions described in Sections

I and II above, then paragraph (g)(2) of

this Section IV shall not apply.

(h) The term ‘‘Termination Form’’

means the form supplied to the

Independent Fiduciary which expressly

provides an election to the Independent

Fiduciary to terminate on behalf of a

Client Plan the authorization described

in paragraph (j) of Section II. The

Termination Form shall be used at will

by the Independent Fiduciary to

terminate an authorization without

penalty to the Client Plan and to notify

the Bank in writing to effect a

termination by selling the shares of the

Funds held by the Client Plan

requesting such termination within one

business day following receipt by the

Bank of the form; provided that if, due

to circumstances beyond the control of

the Bank, the sale cannot be executed

within one business day, the Bank shall

have one additional business day to

complete such sale.

EFFECTIVE DATE: The exemption is

effective as of February 11, 1994.

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

January 30, 1995, at 60 FR 5713.

WRITTEN COMMENTS: The applicant

submitted the following comments

regarding the notice of proposed

exemption (the Proposal).

With respect to the description of the

fee structure, the applicant states that

the Bank is using the fee offset

mechanism described in Section II(d) of

the Proposal for Client Plans that first

invested in the Funds after the

conversion date (i.e. February 14, 1994).

As described in the Summary of Facts

and Representations in the Proposal (the

Summary), Client Plans invested in the

CIFs prior to the conversion transaction

(described in Section I of the Proposal)

currently utilize the credit mechanism

under which Plan-level trustee fees are

reduced by the investment advisory fees

charged at the Fund-level pursuant to

Section II(c) of Prohibited Transaction

Exemption (PTE) 77–4, 42 FR 18732,

April 8, 1977.1 The Bank anticipates
20776 Federal Register / Vol. 60, No. 81 / Thursday, April 27, 1995 / Notices

investment advisory or similar fee with respect to

the plan assets invested in such shares for the entire

period of such investment. Section II(c) of PTE 77–

4 states that this condition does not preclude the

payment of investment advisory fees by the

investment company under the terms of an

investment advisory agreement adopted in

accordance with section 15 of the Investment

Company Act of 1940. Section II(c) states further

that this condition does not preclude payment of an

investment advisory fee by the plan based on total

plan assets from which a credit has been subtracted

representing the plan’s pro rata share of investment

advisory fees paid by the investment company.

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

that the offset mechanism described in

Section II(d) of the Proposal will be

implemented for all Client Plans as soon

as practicable during the current year.

Thus, it is the Bank’s understanding that

the exemption provided by Section II

will be applicable upon implementation

of the fee offset mechanism. The

Department concurs with the

applicant’s clarification.

In addition, Sections I(c) and II(h) of

the Proposal and Paragraph 8 of the

Summary state that each Independent

Fiduciary received from the Bank a

written statement giving full disclosure

of the fee structure prior to investment

in the Funds. The Bank would like to

clarify that the written statement

received by Client Plans that

participated in the conversion

transaction described the PTE 77–4

credit mechanism rather than the fee

offset mechanism described in Section

II(d) of the Proposal. The applicant

states that prior to implementation of

the fee offset mechanism for Client

Plans that participated in the

conversion, each Independent Fiduciary

will receive a written statement giving

full disclosure of the fee structure

described in Section II(d) of the

Proposal, and the Bank will receive

written authorization from the

Independent Fiduciary approving the

new fee structure. The Department

concurs with the applicant’s

clarification.

With respect to fees payable under

Rule 12b–1, Section II(f) of the Proposal

provides that the Bank may not receive

any fees payable pursuant to such Rule

in connection with the investment of

Plan assets in the Funds. The applicant

notes that this condition is consistent

with the representations made by the

Bank. However, the applicant states that

Paragraph 4 of the Summary overstates

the representations made by the Bank

with regard to 12b–1 fees and requires

minor clarification. The third sentence

of Paragraph 4 states that ‘‘* * * In

addition, the Bank does not and will not

receive fees payable pursuant to Rule

12b–1 in connection with transactions

involving any shares of the Funds.’’ The

Bank represents that this statement is

true with respect to trust accounts, but

should be clarified to limit it to

transactions described under the

exemption. The Bank otherwise may

receive 12b–1 fees for sales of Fund

shares to investors other than the Client

Plans. The Department concurs with the

applicant’s clarification.

With respect to the responsibility for

distributing updated prospectuses,

Paragraph 8 of the Summary states that

‘‘* * * Client Plan fiduciaries will also

receive from Federated [Investors], the

Fund’s Distributor, an updated

prospectus and periodic reports for each

Fund.’’ The applicant states that while

it is true that Federated will prepare the

updated prospectuses and periodic

reports, these items will be distributed

to Client Plans by the Bank, as trustee.

The Department concurs with the

applicant’s clarification.

With respect to purchases and sales of

Fund shares, Section II(c) of the

Proposal states that neither the Bank nor

any affiliate, including any officer or

director of the Bank, may purchase or

sell shares of the Funds to any Client

Plan. In this regard, the applicant notes

that the Fund’s distributor will execute

all purchases or redemptions of Fund

shares by Client Plans. However, the

applicant states that the Client Plans

will place purchase and redemption

orders through the Plan’s account

representative at the Bank. The Bank

wishes to clarify that Section II(c) of the

Proposal does not apply to a Client

Plan’s placement of a purchase or

redemption order through its account

representative at the Bank where the

Fund’s distributor executes the

purchase or redemption order. The

Department concurs with the

applicant’s clarification.

With respect to carrying out

termination instructions, Section IV(h)

of the Proposal and Paragraph 8 of the

Summary provide that, upon receipt of

an executed Termination Form, the

Bank will effect the sale of Fund shares

within one business day following

receipt of the form; provided that if, due

to circumstances beyond the Bank’s

control, the Bank may have one

additional business day to complete the

sale. In this regard, the applicant states

that Fund shares may not be able to be

redeemed in the event of extraordinary

circumstances that result in market

closure and/or other restrictions on

trading mutual fund shares—e.g. natural

disaster, war, etc. The Bank would like

the Department to clarify that, in such

event, the conditions of the exemption

are satisfied provided the Bank redeems

Fund shares within one business day

after the market re-opens and/or Funds

are able to be traded. The Department

concurs with the applicant’s

clarification.

Accordingly, after consideration of

the entire record, the Department has

determined to grant the exemption.

For Further Information Contact: Mr.

E.F. Williams of the Department,

telephone (202) 219–8194. (This is not

a toll-free number.)

Delaware Trust Capital Management,

Inc. (DTCM), Located in Wilmington,

DE

[Prohibited Transaction Exemption 95–34;

Exemption Application No. D–09853]

Exemption

The sanctions resulting from the

application of section 4975 of the Code,

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

through (E) of the Code, shall not apply

to the sale by certain rollover individual

retirement accounts (the IRAs) of their

interests in certain securities (the

Securities) to DTCM, a disqualified

person with respect to the IRAs,

provided the following conditions are

satisfied: 1) the sale is a one-time

transaction for cash; 2) no commissions

or other expenses are paid by the IRAs

in connection with the sale; 3) the IRAs

receive the greater of: a) the fair market

value of the Securities as of June 30,

1994, plus accrued interest, less

principal repayments received, or b) the

fair market value of the Securities as of

the time of the sale as determined by a

qualified, independent expert.2

For a more complete statement of the

facts and representations supporting the

Department’s decision to grant this

exemption, refer to the notice of

proposed exemption published on

March 20, 1995 at 60 FR 14793.

For Further Information Contact: Gary

H. Lefkowitz of the Department,

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

a toll-free number.)

Shippers Paper Products Co., 401(k)

Plan (the Plan), Located in Glenview, IL

[Prohibited Transaction Exemption 95–35;

Application No. D–09866]

Exemption

The restrictions of sections 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 sale by

the Plan of Group Annuity Contract, No.

GA–4725 (the GAC) issued by Mutual

Benefit Life Insurance Company

(Mutual Benefit) to Illinois Tool Works
Federal Register / Vol. 60, No. 81 / Thursday, April 27, 1995 / Notices 20777

Inc., a party in interest with respect to

the Plan; provided the following

conditions are satisfied: (1) The sale is

a one-time transaction for cash; (2) the

Plan receives no less than the fair

market value of the GAC at the time of

the sale; (3) the Plan’s trustee, acting as

independent fiduciary for the Plan, has

determined that the proposed sale price

is not less than the current fair market

value of the GAC; and (4) the Plan’s

trustee has determined that the

proposed transaction is appropriate for

and in the best interests of the Plan and

its participants and beneficiaries.

For a more complete statement of the

facts and representations supporting the

Department’s decision to grant this

exemption, refer to the notice of

proposed exemption published on

February 10, 1995 at 60 FR 8089.

For Further Information Contact:

Virginia J. Miller 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 or

disqualified person from certain other

provisions to which the exemptions

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 these

exemptions is subject to the express

condition that the material facts and

representations contained in each

application accurately describes all

material terms of the transaction which

is the subject of the exemption.

Signed at Washington, DC, this 24th day of

April 1995.

Ivan Strasfeld,

Director of Exemption Determinations,

Pension and Welfare Benefits Administration,

U.S. Department of Labor.

[FR Doc. 95–10405 Filed 4–26–95; 8:45 am]

BILLING CODE 4510–29–P

NATIONAL SCIENCE FOUNDATION

Special Emphasis Panel in

Bioengineering and Environmental

Systems; Meeting

In accordance with the Federal

Advisory Committee Act (Pub. L. 92–

463, as amended), the National Science

Foundation announces the following

meeting.

Name: Special Emphasis Panel in

Bioengineering and Environmental Systems

(#1189).

Date and Time: May 18, 1995; 8:00 a.m.–

5:00 p.m.

Place: National Science Foundation, Room

1120, 4201 Wilson Blvd., Arlington, VA

22230.

Type of Meeting: Closed.

Contact Person: Fred G. Heineken, Program

Director, Biochemical Engineering and

Biotechnology, Room 565, National Science

Foundation, 4201 Wilson Blvd., Arlington,

VA 22230. Phone: (703) 306–1319.

Purpose of Meeting: To provide advice and

recommendations concerning proposals

submitted to NSF for financial support.

Agenda: To review and evaluate

Biotechnology Group Proposals.

Reason for Closing: The proposal being

reviewed includes information of a

proprietary or confidential nature, including

technical information; financial data such as

salaries; and personal information

concerning individuals associated with the

proposals. These matters are exempt under 5

U.S.C. 552b(c), (4) and (6) of the Government

in the Sunshine Act.

Dated: April 24, 1995.

M. Rebecca Winkler,

Committee Management Officer.

[FR Doc. 95–10392 Filed 4–26–95; 8:45 am]

BILLING CODE 7555–01–M

Special Emphasis Panel in Materials

Research; Meeting

In accordance with the Federal

Advisory Committee Act (Pub. L. 92–

463 as amended), the National Science

Foundation announces the following

meetings:

Name: Special Emphasis Panel in Materials

Research (DMR).

Dates and Times: May 17, 1995—8:00 am–

5:00 pm; May 19, 1995—8:00 am–5:00 pm.

Place: National Science Foundation, 4201

Wilson Boulevard, Rooms 380 and 390 (May

17); Rooms 310, 340 and 390 (May 19),

Arlington, VA 22230.

Type of Meetings: Closed.

Contact Person: Dr. Lorretta J. Inglehart,

Program Director, Division of Materials

Research, Room 1065, National Science

Foundation, 4201 Wilson Blvd, Arlington,

VA 22230, Telephone (703) 306–1817.

Purpose of Meetings: To provide advice

and recommendations concerning support for

Academic Research Infrastructure

Instrumentation proposals.

Agenda: Evaluation of proposals.

Reason for Closing: The proposals being

reviewed may include information of a

proprietary or confidential nature, including

technical information, financial data such as

salaries, and personal information

concerning individuals associated with the

proposals. These matters are exempt under 5

U.S.C. 552 b.(c) (4) and (6) of the Government

in the Sunshine Act.

Dated: April 24, 1995.

M. Rebecca Winkler,

Committee Management Officer.

[FR Doc. 95–10393 Filed 4–26–95; 8:45 am]

BILLING CODE 7555–01–M

Special Emphasis Panel in Information

Robotics and Intelligent Systems;

Notice of Meeting

In accordance with the Federal

Advisory Committee Act (Pub. L. 92–

463, as amended), the National Science

Foundation announces the following

meeting.

Name: Special Emphasis Panel in

Information, Robotics and Intelligent Systems

(1200).

Date and Time: May 16–18, 1995, 8:30 a.m.

to 5:00 p.m.

Place: St. James Hotel, 950 24th Street,

NW., Washington, DC 20037.

Type of Meeting: Closed.

Contact Person: Dr. Howard Moraff, Acting

Deputy Division Director, Robotics and

Intelligence, Room 1115, National Science

Foundation, 4201 Wilson Blvd., Arlington,

VA 22230. Telephone: (703) 306–1028.

Purpose of Meeting: To provide advice and

recommendations concerning proposals

submitted to NSF for financial support.

Agenda: To review and evaluate Database

and Expert Systems Program proposals as

part of the selection process for awards.

Reason for Closing: The proposals being

reviewed include information of a

proprietary or confidential nature, including

technical information; financial data, such as

salaries; and personal information

concerning individuals associated with the

proposals. These matters are exempt under 5

U.S.C. 552b(c), (4) and (6) of the Government

in the Sunshine Act.

Dated: April 24, 1995.

M. Rebecca Winkler,

Committee Management Officer.

[FR Doc. 95–10394 Filed 4–26–95; 8:45 am]

BILLING CODE 7555–01–M