Proposed Exemptions; Abbott Pension Plan et al.

DEPARTMENT OF LABOR

Pension and Welfare Benefits Administration

[Application No. D-9613]

Proposed Exemptions; Abbott Pension Plan et al.

AGENCY: Pension and Welfare Benefits Administration, Labor.

ACTION: Notice of proposed exemptions.

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SUMMARY: This document contains notices of pendency before the

Department of Labor (the Department) of proposed exemptions from

certain of the prohibited transaction restriction 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 request 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. 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 request 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, NW., Washington, DC

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, NW., Washington, DC 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.

Abbott Pension Plan (the Plan), located in Lynn, MA.

[Application No. D-9613].

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 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 proposed transfer by the Plan, of

certain limited partnership interests (the Interests) to Abbott House

Nursing Home, Inc. (Abbott); Winthrop Nursing Home, Inc. (which does

business as the Bay View Nursing Home and is referred to herein as

Winthrop/Bay View); Devereux House Nursing Home, Inc. (Devereux); and

the Greenview House Nursing Home, Inc. (Greenview), in satisfaction of

certain cash advances made to the Plan by these entities. (Abbott,

Winthrop/Bay View, Devereux and Greenview, which are parties in

interest with respect to the Plan, are collectively referred to herein

as the Nursing Facilities.)

This proposed exemption is conditioned upon the following

requirements: (1) The transfer represents a one-time transaction and

satisfies certain cash advances made by the Nursing Facilities to the

Plan; (2) the Interests are transferred for the greater of their

historical cost to the Plan, their fair market value or the total

amount of cash advanced to the Plan; (3) for purposes of the transfer,

the fair market value of the Interests has been established by a

qualified, independent appraiser; and (4) the Plan does not pay any

fees or commissions in connection with the transfer.

Summary of Facts and Representations

1. The Plan is a defined benefit plan that has been adopted by four

Massachusetts-based nursing facilities which are members of a

controlled group of corporations. The Nursing Facilities that sponsor

the Plan for the benefit of their employees are Abbott, Winthrop/Bay

View, Devereux and Greenview. As of December 31, 1992, the Plan had

total net assets of $2,060,920. This amount was allocated among the

Nursing Facility sub-Plan accounts as follows:

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Nursing facility sub-plan accounts Net assets

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Abbott..................................................... $471,149

Winthrop/Bay View.......................................... 385,383

Greenview.................................................. 872,004

Devereux................................................... 332,384

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Total.................................................. 2,060,920

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2. As of December 23, 1993, the Plan had two remaining

participants, Richard C. Bane and his brother, Robert Bane, both of

whom participate in the Abbott sub-Plan account. Richard Bane is the

Plan trustee and the decisionmaker with respect to the Plan's

investments. Both Richard and Robert Bane are 50 percent shareholders

of Abbott and Devereux. Their father, George H. Bane, and Gerald

Gouchberg, an outside investor who is not related to members of the

Bane Family, each own 50 percent of the outstanding stock of Winthrop/

Bay View and Greenview.

3. The Plan is in the process of terminating and upon termination,

will be replaced with a deferred compensation plan. On April 12, 1993,

the Plan received approval from the Internal Revenue Service to

terminate as of December 31, 1992 and it made cash distributions to 126

employees of the Nursing Facilities with the exception of the Banes. To

provide partial funding for the participant distributions and to

provide liquidity while assets were being sold, the Nursing Facilities

made cash advances\1\ to the Plan during the second and third quarters

of 1993 in the following amounts:

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\1\11 The applicant represents that the loans were interest-

free, unsecured and used for the payment of benefits to

participants. As such, the applicant is of the view that such loans

are in compliance with Prohibited Transaction Exemption 80-26 (45 FR

28545, April 29, 1980). However, the Department expresses no opinion

herein on whether the cash advances have satisfied the terms and

conditions of PTE 80-26.

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Cash

Nursing facility advance

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Winthrop/Bay View.......................................... $27,808

Greenview.................................................. 31,650

Devereux................................................... 41,296

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Total................................................ 100,754

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In addition to the cash advances, each Nursing Facility made cash

contributions during 1992 and 1993 to their respective sub-Plan account

in order to satisfy the Plan's liabilities. Such contributions were in

excess of $273,000.

4. At present, the Plan holds certain assets that are not readily

marketable and have limited liquidity. These assets consist of

interests in New England Pension Properties V (NEPP V) and New England

Pension Properties VI (NEPP VI). NEPP V and NEPP VI are real estate

investment trusts/limited partnerships. The Plan has paid no servicing

fees in connection with the holding of the Interests in NEPP V and NEPP

VI nor have any restrictions been placed upon their sale or transfer.

The Plan acquired the Interests in NEPP V and NEPP VI on June 22,

1987 and July 13, 1988, respectively, from Copley Partnerships, an

unrelated party. The Plan made a cash investment of $50,000 in NEPP V

and $40,000 in NEPP VI. At the time of acquisition, the per unit value

of the Interests in NEPP V and NEPP VI was $1,000. Thus, the Plan

received 50 limited partnership units in NEPP V and 40 limited

partnership units in NEPP VI. Both NEPP V and NEPP VI have a maturity

date of December 31, 2036.

On July 31, 1990, the Plan received $1,926 from Copley Partnerships

with respect to the Interest in NEPP VI. This amount represented a

return of capital. In addition, the Plan received income payments of

$14,082 for NEPP V and $11,165 for NEPP VI or a total income payment of

$25,247.

The Interests have been appraised by Fredric Daub, President of

Capital Insurance Agency, Inc., an independent investment broker from

Maynard, MA. In an appraisal report dated February 25, 1994, Mr. Daub

has verified that during the fourth quarter of 1993, he obtained firm

bids for NEPP V of $232 per unit and $324 per unit for NEPP VI in the

secondary market. Thus, the fair market values of the Plan's Interests

in NEPP V and NEPP VI would be $11,600 and $12,960, respectively, or a

total fair market value of $24,560. Mr. Daub represents that these

values reflect gross proceeds before the application of a one-time fee

of $250 and a re-registration fee of an unspecified amount. Mr. Daub

also notes that these values reflect a commitment as of the day of the

offering and that the secondary market for investments such as NEPP V

and NEPP VI is extremely limited.

5. To facilitate the liquidation and termination of the Plan and

reimburse the Nursing Facilities for the cash advances they have made

to the Plan, the Nursing Facilities propose to have the Interests

transferred to them. Accordingly, an administrative exemption is

requested from the Department.

The Interests will be transferred to the Nursing Facilities for the

greater of their historical cost to the Plan, their fair market value,

or $100,754 representing the total outstanding loans advanced

previously by the Nursing Facilities to the Plan. According to the

applicant, these loans would have been repaid in cash had the Plan not

been in the process of terminating. As a result of the transfer, the

Nursing Facilities will cancel the outstanding indebtedness. The Plan

will not be required to pay any fees or commissions in connection

therewith.

6. In summary, it is represented that the proposed transaction will

satisfy the statutory criteria for an exemption under section 408(a) of

the Act because: (a) the transfer will be a one-time transaction to

satisfy certain cash advances made by the Nursing Facilities to the

Plan; (b) the Interests will be transferred to the Nursing Facilities

for the greater of their historical cost to the Plan, their fair market

value or the total amount of cash advanced to the Plan; (c) for

purposes of the transfer, the fair market value of the Interests has

been established by a qualified, independent appraiser; and (d) the

Plan will not pay any fees or commissions in connection with the

transfer.

FOR FURTHER INFORMATION CONTACT: Ms. Jan D. Broady of the Department at

(202) 219-8881. (This is not a toll-free number.)

AT&T Management Pension Plan and AT&T Pension Plan (the AT&T

Plans), and BellSouth Management Pension Plan and BellSouth Pension

Plan (the BellSouth Plans; collectively, the Plans). Located in

Morristown, New Jersey. [Application Nos. D-9607, D-9608, D-9609, D-

9610].

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 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, effective June 3, 1993, to the past and

proposed lease (the Lease) by the Plans, through the Telephone Real

Estate Equity Trust (TREET), of office space in Southpark C, a

commercial office building in Austin, Texas, to American Telephone and

Telegraph Co. (AT&T), one of the sponsors of the Plans; provided that

the following conditions are satisfied:

(A) The interests of TREET for all purposes under the Lease are

represented by Hill Partners, which is independent of and unrelated to

AT&T, serving as a fiduciary under the Act;

(B) At all times under the Lease, AT&T pays TREET rent of no less

than the fair market rental value of the Property; and

(C) All terms and conditions of the Lease are at least as favorable

to TREET as those which TREET could obtain in arm's-length transactions

with unrelated parties;

EFFECTIVE DATE: This exemption, if granted, will be effective as of

June 3, 1993.

Summary of Facts and Representations

1. The AT&T Plans are defined benefit pension plans sponsored by

the American Telephone & Telegraph Company (AT&T), a New York public

corporation engaged in a wide variety of nationwide and international

telecommunications services, including the design, manufacture,

marketing and servicing of transmission and switching equipment,

silicon chip products, electronic components, computers and software,

and products and services for the U.S. Department of Defense and

related agencies. The BellSouth Plans are defined benefit pension plans

sponsored by BellSouth, a Georgia public corporation created by the

reorganization of AT&T in 1984. BellSouth is engaged in the furnishing

of exchange telecommunications and exchange access service within

specific geographic areas of the southern United States, directory

advertising and publishing, marketing of customer premises

telecommunications equipment, the provision of advanced mobile

communications services using cellular technology, and other

miscellaneous business activities.

2. TREET is a group trust which is utilized for the investment on

an undivided basis of certain real estate assets of the Plans,

resulting from the reorganization of AT&T and its subsidiaries pursuant

to the Plan of Reorganization (the Reorganization) approved by the U.S.

District Court for the District of Columbia in the matter of U.S. v.

Western Electric Co., Inc., et.al (Civil Action No. 82-1092). The

assets of the Plans' predecessor plans had been held in trusts

established for the Bell System Pension Plan (the BSPP) and the Bell

System Management Pension Plan (the BSMPP). On January 1, 1984, the

trusts for the BSPP and the BSMPP were merged into the Bell System

Trust (the BST). Substantially all of the non-real estate assets in the

BST were transferred to a new AT&T trust. The real estate assets were

retained in the BST, which was amended and restated as TREET. The

original participants in TREET were employee benefit plans maintained

by various separate companies resulting from the Reorganization (the

New Companies' Plans), each of which agreed that interests in TREET

would be bought and sold only among the participating plans.

Buying and selling of interests in TREET has occurred among the

Bell Companies' Plans in such manner that the AT&T Plans and the

BellSouth Plans are the only New Companies' Plans which continue to own

participating interests in TREET. As of December 31, 1992, TREET had

net assets of approximately $2,637,276,588. Currently, the only

participants in TREET are the AT&T Master Pension Trust, which holds

the assets of the AT&T Plans, and the BellSouth Master Pension Trust,

which holds the assets of the BellSouth Plans. On January 1, 1993, the

assets of seventeen defined benefit plans sponsored by the NCR

Corporation (NCR) were added to the AT&T Master Pension Trust, as a

result of AT&T's acquisition of NCR.

3. As named fiduciary of TREET, AT&T has utilized more than a

hundred independent trustees and investment managers to manage TREET

assets, including Karsten Realty Advisors (Karsten). Karsten is a

California corporation operating as an investment adviser registered

under the Investment Advisors Act of 1940, as amended. With its

headquarters in Los Angeles, Karsten engages in rendering advice with

respect to the acquisition, management, financing and disposition of

real properties in many locations on behalf of approximately 18 pension

funds and other clients. As of December 31, 1993, Karsten had

approximately $600 million in assets under its management, including

approximately $500 million in tax-exempt assets. Karsten's services to

TREET include the supervision of property managers and leasing agents

and the provision of recommendations regarding sales or other

dispositions of properties. On February 1, 1994, the assets of Karsten

were acquired by Koll Realty Advisors (Koll), which assumed Karsten's

obligations with respect to TREET. Koll is a California corporation

functioning as an investment adviser registered under the Investment

Advisors Act of 1940, as amended. AT&T represents that it is

unaffiliated with Karsten and Koll, and that Karsten and Koll are each

``qualified professional asset managers'' within the meaning of

Prohibited Transaction Class Exemption 84-14 (PTE 84-14, 49 FR 9494,

March 13, 1984).

Among TREET's assets which have been under Karsten's management is

Southpark, a commercial office development in which AT&T was a lessee

at the time TREET acquired it. AT&T is requesting an exemption for its

past and proposed lease of space in Southpark from TREET under the

terms and conditions described herein.

4. During 1981, the Mercantile Real Estate Fund for Employee

Benefit Plans (the Mercantile Fund) extended a line of credit in the

amount of $5,641,000 (the Loan) to real estate developer Crowe-Simmons-

Gottesman (Crowe) to finance the development of several commercial

buildings which included Southpark, an office complex located in the

Crowe Industrial Park South in Austin, Texas. The Loan was secured by a

non-recourse promissory note (the Note) and by a deed of trust granting

the Mercantile Fund a security interest in the three office buildings

of Southpark, designated as Southpark A, B and C (the Deed of Trust).

The Loan was also secured by an assignment of building rents from

Southpark A, B and C. AT&T represents that the parties to the Loan are

independent of an unrelated to TREET and AT&T.

Prior to 1986, TREET acquired the Note and the Deed of Trust from

the Mercantile Fund. Commencing in 1986, that portion of TREET's assets

which included the Note and Deed of Trust was managed by Goldman Sachs

& Company (Goldman) pursuant to an agreement with AT&T under which

Goldman managed debt investments of TREET.

Effective December 1, 1990, AT&T commenced leasing from Crowe

approximately 13,997 square feet in Southpark C pursuant to a written

lease (the AT&T Lease) providing for monthly rental of $6858.75 for a

term of 36 months, through November 30, 1993. AT&T represents that at

the time the AT&T Lease commenced, neither Karsten nor any other

representative of TREET had any authority or control over the leasing

of space in Southpark, and TREET's sole interest in Southpark at that

time was as the holder of a security interest arising from TREET's

ownership of the Note and the Deed of Trust.

5. AT&T represents that during the mid-1980's Crowe began to

experience increasing difficulty in meeting its Loan payment

obligations, due to depressed real estate conditions in the Austin

market, and Crowe and TREET negotiated modified Loan payment terms in

1989, 1990 and 1991. These modifications related Crowe's Loan payment

obligation to the level of cash flow generated by the Southpark

buildings, and the parties agreed that unpaid accrued interest would be

added to the Loan principal. As a result, however, the principal amount

of the Loan became so large in relation to the value of the Southpark

buildings that it appeared unlikely that Crowe would be able to receive

any return on its equity after paying off the Loan. After it was

evident that Crowe would eventually default on the Loan and that TREET

would acquire Southpark by foreclosure, Goldman took steps to enable

TREET to acquire title to Southpark prior to foreclosure, in order to

exercise control over the buildings and to directly collect the rents.

Crowe transferred title to Southpark to TREET through a deed in lieu of

foreclosure (the Transfer Deed) executed on June 3, 1993. At that time,

AT&T remained a tenant in Southpark under the AT&T Lease, occupying

approximately 18 percent of the rentable space in Southpark. The term

of the AT&T Lease expired on November 30, 1993, but the lease continues

on a month-to-month holdover basis (the Holdover Lease). AT&T hopes to

negotiate a new lease of office space in Southpark (the New Lease),

under which it would occupy substantially less space in Southpark,

constituting less than ten percent of the Southpark's leasable square

footage.

6. At all times before TREET acquired Southpark, its interests in

the Loan had been managed and advised by Goldman, whose

responsibilities with respect to Trust assets were limited to the

management of debt investments. Upon acquisition of title to Southpark

through the Transfer Deed, TREET thereby acquired equity interests,

which were not within the scope of Goldman's authority to manage under

the terms of its appointment. Accordingly, Karsten, which was already

providing investment management services with respect to other assets

of TREET, was appointed by AT&T to assume investment management

responsibility on TREET's behalf for the Southpark buildings. With the

addition of Southpark to TREET assets under its management, Karsten

commenced to hold management responsibility with respect to more than

twenty percent of the assets of TREET.

7. In order to secure representation of TREET's interests under the

AT&T Lease by a fiduciary which is sufficiently independent of AT&T,

Hill Partners, Inc. (Hill Partners) has been appointed to act as an

independent fiduciary on behalf of TREET, effective December 1, 1993,

with respect to AT&T's lease of space in Southpark. Hill Partners is a

Texas corporation engaged in commercial real estate development and

management services, with its corporate headquarters in Austin, Texas.

Hill Partners represents that it is unrelated to AT&T and TREET, except

for the provision of services as leasing agent for Southpark C, which

it represents constitutes less than five percent of Hill Partners'

total revenues for the past fiscal year. Hill Partners serves as a

fiduciary under the Act, to represent TREET's interests for all

purposes with respect to AT&T's lease of Southpark space pursuant to

the Holdover Lease and any New Lease or extension, renewal or

renegotiation of the AT&T Lease. Hill Partners is required to monitor

AT&T's performance of all obligations under any such lease, and to

pursue appropriate remedies in the event of any default in performance

of such obligations. Hill Partners' obligations include representing

the interests of TREET in the negotiations with AT&T over the New

Lease, and in the oversight and enforcement of AT&T's obligations under

any New Lease which is consummated, including any renewal or extension

thereof.

Hill Partners' role also includes certain determinations with

respect to the period commencing June 3, 1993, to December 1, 1993 (the

Interim Period), the date of Hill Partners' assumption of duties as

independent fiduciary on behalf of TREET. Specifically, Hill Partners

is obligated to assess and evaluate AT&T's performance of its

obligations under the AT&T Lease during the Interim Period, and

Karsten's representation of TREET's interests during the Interim Period

with respect to the AT&T Lease. Hill Partners represents that it has

determined that during the Interim Period, AT&T was in complete

compliance with all terms and conditions of the AT&T Lease. Hill

Partners also represents that, based upon its review, it has determined

that Karsten's representation of TREET's interests under the AT&T Lease

during the Interim Period was appropriate and adequately protective of

the interests of TREET.

8. With respect to the proposed New Lease, the negotiation of which

has been conducted between AT&T and Hill Partners, AT&T proposes to

lease 7,600 square feet in Southpark C for a term of three years,

effective April 1, 1994. The proposed annual base rent per square foot

is $6.00 for the first year, $6.60 for the second year, and $6.96 for

the third year, and AT&T is responsible for its pro rata share of

expenses. The New Lease's three-year term may be extended for no more

than one three-year renewal term at rent of no less than the prevailing

market rental rate, by written notice to Hill Partners 180 days prior

to expiration of the initial term, subject to Hill Partners'

determination that such extension is in the best interests of the plans

participating in TREET. Hill Partners confirms that it has represented

TREET's interests in negotiating the proposed New Lease, that it

approves of all the terms and conditions of the proposed New Lease, and

that it would be in the best interests of TREET to execute the New

Lease with AT&T. Hill Partners states that it has determined that the

rent required under the New Lease is not less than the fair market

rent. Hill Partners states that in executing the New Lease, TREET will

be retaining a substantial corporate tenant which has an excellent

performance record and which constitutes a very high quality tenant.

Hill Partners represents that all the terms of the proposed New Lease

are at least as favorable to TREET as TREET could obtain in an arm's-

length transaction with an unrelated party.

9. In summary, the applicant represents that the proposed

transactions satisfy the criteria of section 408(a) of the Act for the

following reasons: (1) The interests of TREET with respect to TREET's

lease of space in Southpark to AT&T under the Holdover Lease and the

proposed New Lease have been and will be represented by Hill Partners,

serving as an independent fiduciary on behalf of TREET; (2) Hill

Partners has determined that during the Interim Period, after TREET

acquired Southpark and before Hill Partners' appointment as independent

fiduciary, the interests of TREET were adequately protected and

appropriately represented by Karsten; (3) Hill Partners approves of all

terms of the proposed New Lease and AT&T's continued tenancy in

Southpark, and has determined that the rent required under the New

Lease is not less than the fair market rent; (4) Under the proposed New

Lease, AT&T will reduce the amount of space it leases in Southpark to

less than ten percent of Southpark's total leasable space; and (5) Any

renewal of the New Lease will require the approval of Hill Partners and

will require rent of no less than the fair market rent.

FOR FURTHER INFORMATION CONTACT: Ronald Willett of the Department (202)

219-8881. (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 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 16th day of June, 1994.

Ivan Strasfeld,

Director of Exemption Determinations, Pension and Welfare Benefits

Administration, U.S. Department Of Labor.

[FR Doc. 94-15007 Filed 6-20-94; 8:45 am]

BILLING CODE 4510-29-P