Proposed Exemptions; BMF Financial Corp. Deferred Savings Plan

DEPARTMENT OF LABOR

Pension and Welfare Benefits Administration

[Application No. D-9732, et al.]

Proposed Exemptions; BMF Financial Corp. Deferred Savings Plan

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 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. 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.

BMJ Financial Corp. Deferred Savings Plan (the Plan), Located in

Bordentown, New Jersey

[Application No. D-9732]

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 C.F.R. Part

2570, Subpart B (55 F.R. 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 (1) the past acquisition of

certain stock rights (the Rights) by the Plan pursuant to a stock

rights offering (the Offering) by BMJ Financial Corporation (BMJ) to

shareholders of record as of February 9, 1993 of BMJ common stock (the

Common Stock); (2) the holding of the Rights by the Plan during the

subscription period of the Offering; and (3) the past exercise of the

Rights by the Plan; provided that the following conditions are

satisfied:

(1) The Plan's acquisition and holding of the Rights occurred in

connection with the Offering made available to all shareholders of

the Common Stock;

(2) The Plan's acquisition and holding of the Rights resulted

from an independent act of BMJ as a corporate entity, and all

holders of Common Stock, including the Plan, were treated in the

same manner with respect to the Offering; and

(3) The authority for all decisions regarding the acquisition,

holding and control of the Rights by the Plan was exercised by an

independent fiduciary which made determinations as to whether and

how the Plan should exercise or sell the Rights acquired through the

Offering.

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

February 9, 1993, the Record Date of the Offering.

Summary of Facts and Representations

1. BMJ Financial Corporation (BMJ) is a bank holding corporation

chartered in New Jersey, with its headquarters in Bordentown, New

Jersey. BMJ and its affiliates sponsor the Plan on behalf of their

employees. In order to obtain additional capital to comply with certain

federal regulatory requirements governing minimum capitalization, BMJ

determined to issue stock rights (the Rights) in 1993. The Rights were

issued to all holders of BMJ common stock (the Common Stock), enabling

recipients to acquire additional shares of Common Stock. Since the Plan

was among the holders of Common Stock when the Rights were issued by

BMJ, the Plan received such Rights. BMJ requests an exemption to permit

the Plan's past acquisition and holding of the Rights under the

circumstances and conditions described herein.

2. The Plan is a profit-sharing plan that receives elective

employee contributions pursuant to arrangements subject to section

401(k) of the Code, and employer matching contributions subject to

section 401(m) of the Code. Employer matching contributions are paid in

the form of Common Stock. As of December 31, 1992, the Plan had

approximately 304 participants and total assets of $4,075,795.52. The

Plan is administered by a committee consisting of six employees and an

outside director, each appointed by BMJ's board of directors (the

Committee). The Committee directs the administration of the Plan and

possesses all powers necessary to carry out the terms of the Plan. The

Bank of Mid-Jersey serves as the current trustee (the Trustee) for the

Plan, as directed by the Committee. In order to enable the Plan's

active participation in the Offering and to provide for independent

representation of the Plan's interests with respect to the Offering,

certain amendments were made to the Plan's trust document (the Trust

Agreement) prior to the Offering. The amendments are described as

follows: (a) The Trust Agreement was amended to authorize BMJ to

appoint one or more investment managers to manage the investment of all

or a portion of the Plan assets; (b) The Trust Agreement was amended to

require BMJ to furnish to the Trustee the name of any Plan investment

manager appointed by BMJ and to allow the Trustee to assume that any

such manager remains authorized to direct the Trustee until notified

otherwise; and (c) The Trust Agreement was amended to permit the

Trustee to take any actions necessary to carry out the instructions of

an appointed investment manager properly authorized under the Trust

Agreement.

Pursuant to the amendments to the Plan, BMJ entered into an

agreement (the Appointment) with the Swathmore Group, Inc. (the

Fiduciary) providing for independent representation of the Plan with

respect to the Offering. The terms of the Appointment provide that the

Fiduciary serves as an ``investment manager'' on behalf of the Plan, as

that term is defined in section 3(38) of Title I of the Act, with

respect to the Offering. Under the Appointment, the Fiduciary is

granted, for the entire period of the Offering, the exclusive authority

to direct the Committee with respect to (a) All Rights issued to the

Plan, (b) all Common Stock held by the Plan, and (c) the employer

matching contributions paid to the Plan in cash by BMJ and its

affiliates on January 12, January 29, February 12, February 26, and

March 12, 1993. BMJ represents that the Fiduciary was selected to serve

in this capacity because of its extensive investment experience, its

familiarity with securities distributions like the Offering, its prior

experience as an investment manager on behalf of plans subject to the

Act, and its independence from all other parties to the transaction.

The Fiduciary represents that it is a registered investment advisor

incorporated under the laws of Delaware, that it has substantial

fiduciary experience under the Act, and that it is independent of and

unrelated to BMJ and its affiliates.

3. On February 9, 1993, BMJ had issued and outstanding

approximately 4,365,295 shares of Common Stock, $1.00 par value, of

which 122,042.02 shares, or 2.80 percent, were owned by the Plan.\1\

Executive officers of BMJ directly or indirectly owned, in the

aggregate, 33,910 shares of the outstanding common stock, excluding (1)

Shares held by the Plan, (2) shares subject to stock options, and (3)

shares held in certain trusts established for the benefit of

nonemployee members of the BMJ board of directors. Accordingly, as of

February 9, 1993 the combined holdings of the Plan and BMJ's executive

officers were approximately 155,952 shares, or 3.57 percent of the

issued and outstanding Common Stock, while unrelated persons held

approximately 4,209,343 shares, or 96.43 percent, of the issued and

outstanding Common Stock. Pursuant to a registration statement filed by

the Securities and Exchange Commission effective February 12, 1993, BMJ

announced that it intended to distribute certain stock subscription

rights (the Rights) to BMJ's Common Stock holders, as part of a plan of

recapitalization of BMJ and two of its subsidiaries, the Bank of Mid-

Jersey and Mt. Holly State Bank.

\1\The applicant represents that the Common Stock owned by the

Plan as of the Record Date constituted qualifying employer

securities as defined in section 407(d)(5) of Title I of the Act

and, therefore, satisfied the requirements of section 407(a) of

Title I of the Act.

4. Under the terms of the Rights offer (the Offering), each

shareholder received 0.56 Rights for each share of Common Stock held as

of the close of business on Tuesday, February 9, 1993 (the Record

Date). The Rights were treated as separate securities under federal

securities laws and were traded on the NASDAQ national market system

separately from the Common Stock. Pursuant to the terms of the

Offering, the Rights were exercisable until 5:00 p.m. E.S.T. on Monday,

March 15, 1993. Thereafter, any unexercised Rights expired and became

worthless. Each Right conferred upon the registered holder thereof the

right (the Basic Privilege) to purchase one share of Common Stock at a

stated exercise price of $4.75 per share (the Exercise Price). Each

Right also carried with it the nontransferable right to subscribe, at

the Exercise Price, for the shares underlying any Rights that remained

unexercised upon the expiration of the Offering on March 15, 1993,

subject to proration (the Oversubscription Privilege).2 Only

holders of Common Stock who exercised all their Rights pursuant to the

Basic Privilege were entitled to subscribe for shares pursuant to the

Oversubscription Privilege.

\2\If the oversubscription requests exceeded the number of

available shares, the available shares were to be allocated or

``prorated'' among the oversubscribers in proportion to the number

of shares each purchased pursuant to the Basic Privilege.

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A total of 3,176,144 shares of the Common Stock were issued by BMJ

pursuant to the Offering. Of this total, 2,444,565 shares were issued

through the exercise of Rights, with 2,100,433 shares purchased through

the Basic Privilege and 344,132 shares purchased through the

Oversubscription Privilege. The remaining 731,579 shares of the total

sold pursuant to the Offering were sold pursuant to standby purchase

agreements with eight standby purchasers. Executive officers and

members of the board of directors of BMJ purchased 207,883 shares of

the Common Stock issued pursuant to the Offering. Gross proceeds

generated by BMJ from the Offering totalled $15,086,684, including

$3,470,000 raised through standby purchase agreements. All sales of

Common Stock pursuant to the Offering were made at the Exercise Price,

$4.75 per share. On February 8, 1993, prior to the Record Date, the

Common Stock closed on the NASDAQ system at a price of $8.88 per share.

The Plan received 68,343 Rights as a result of the Offering because the

Plan had held 122,042 shares of Common Stock as of the Record Date.

5. The Fiduciary represents that it exercised due diligence to

determine the most prudent response to the Offering on behalf of the

Plan, and that all information relevant to the Offering was analyzed,

including the following: (a) The terms of the Plan and its trust

document; (b) the economic impact on the Plan under various

alternatives, including selling the Rights, exercising the Rights,

taking no action and any combination of these alternatives; (c) the

cash balances available to the Plan, the Plan's expected cash flow and

the Plan's ability to borrow cash; (d) the likely value of the

Oversubscription Privilege and the likelihood of any shares becoming

available thereunder; and (e) the procedures and methodology of the

Offering.

On the basis of its considerations of all options available to the

Plan under the circumstances prevailing at the time of the Offering,

the Fiduciary represents that it determined that the most prudent

course of action was for the Plan to exercise the Basic Privilege with

respect to all 68,343 Rights issued to the Plan. To do so, the Plan

needed $324,629.25 in cash, which was $263,335.49 more than the Plan

ultimately received in cash matching contributions before the close of

the Offering on March 15, 1993. In order to generate the additional

cash needed to exercise the Rights, the Fiduciary determined that the

Plan should sell a portion of the Common Stock held by the Plan. In

addition, the Fiduciary also determined that the Plan should borrow

$60,000, if possible, to acquire an additional 12,500 shares of Common

Stock, if such shares became available to the Plan pursuant to the

Oversubscription Privilege. Although the Plan had additional shares of

Common Stock it could sell to raise the cash necessary to exercise the

Oversubscription Privilege, the Fiduciary represents that it had

determined that very few shares of additional Common Stock would become

available pursuant to the Oversubscription Privilege, and that the

transaction costs involved in the Plan selling the additional shares

were not justified. The Fiduciary determined that a short-term loan, on

the other hand, permitted the Plan to raise the necessary cash at

relatively modest cost.

The Fiduciary states that once it had made the foregoing

determinations, it directed the Committee and the Trustee to take the

following steps: (1) Immediately sell 38,000 shares of Common Stock on

the NASDAQ system for $7.00 per share, which was the net price per

share prevailing on the NASDAQ on March 4, 1993, the day the

instructions were received; (2) Apply the sales proceeds and the cash

matching contributions to exercise the Basic Privilege with respect to

all Rights issued to the Plan at a cost of $324,629.25; and (3) If

possible, borrow $60,000 (the Loan) and apply the Loan proceeds to

exercise the Oversubscription Privilege for an additional 12,500 shares

of Common Stock, subject to the following conditions: (a) The Loan was

not to be outstanding for more than 30 days; (b) To the extent some or

all of the 12,500 shares did not become available pursuant to the

Oversubscription Privilege, the remaining Loan proceeds were to be

applied to repay the unused portion of the Loan.

According to the Fiduciary's instructions, the Trustee and the

Committee executed the sale of 38,000 shares of Common Stock and

purchased 68,343 shares of Common Stock at the Exercise Price by

exercising the Basic Privilege on behalf of the Plan. However, because

an unrelated lender could not be located to make the Loan to the Plan,

the Fiduciary directed the Trustee and the Committee not to exercise

the Oversubscription Privilege.

6. The applicant represents that as a result of participating in

the Offering as directed by the Fiduciary, the Plan realized a net gain

of $182,027.70. Prior to the Offering, the Plan held 122,042 shares of

Common Stock and was scheduled to receive cash matching contributions

of $61,293.76 before the end of the Offering. The applicant explains

that the Plan's normal practice would have been to invest the cash

matching contributions in Common Stock through a dividend reinvestment

program on the 10th day of the month following the date on which the

contribution was received. If the Plan had not participated in the

Offering and instead had followed its normal practice, the Plan would

have held 128,700 shares of Common Stock, plus $12,261.05 in cash, at

the end of the Offering on March 15, 1993. BMJ states that these assets

would have had a fair market value on that date of $1,039,717.05. By

participating in the Offering as directed by the Fiduciary, the Plan

instead held 153,385 shares of Common Stock, plus $2,664.51 in cash, at

the end of the Offering on March 15, 1993, resulting in total Plan

assets with a fair market value of $1,221,744.75.

7. The applicant states that the issuance of the Rights to the Plan

resulted from unilateral, independent actions of BMJ, and that the

Plan, as an owner of Common Stock, received the Rights on the same

basis as all other Common Stock owners. The applicant explains that the

purpose of the Offering was to generate necessary capital for BMJ and

that the inevitable effect of issuing new shares of Common Stock was

the dilution of the proportionate interest in the corporation

represented by all previously-issued shares. Accordingly, Common Stock

owners who failed to exercise the Rights could be expected to

experience a diminution in their proportionate interest in BMJ and a

decrease in the value of their Common Stock shares. Common Stock owners

who exercised their Rights could avoid such reductions of interest and

value, and could potentially experience a net gain. The applicant notes

that the Fiduciary determined that the most prudent course of action

for the Plan with respect to the Offering was to participate by

exercising the Rights to the maximum extent possible.

8. In summary, the applicant represents that the transactions

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

reasons: (a) The Plan's receipt of the Rights through the Offering

resulted from unilateral, independent actions of BMJ with the sole

intent of generating necessary additional capital; (b) The Plan

received the Rights, and was accorded treatment under the Offering, on

the same basis as all other owners of Common Stock as of the Record

Date of the Offering; (c) The interests of the Plan with respect to the

Rights and the Offering were represented independently of BMJ, by the

Fiduciary, who had sole responsibility with respect to the Plan's

actions regarding the Rights; and (d) The Fiduciary determined that the

most prudent course of action on behalf of the Plan with respect to the

Offering was the exercise of the Rights to the maximum extent possible.

FOR FURTHER INFORMATION CONTACT: Ronald Willett of the Department,

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

H. Stephen Cranston Professional Corporation Pension Plan and Trust

(the Plan), Located in San Marino, California

[Application No. D-9733]

Proposed Exemption

The Department is considering granting an exemption under the

authority of 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 section

4975(c)(1) (A) through (E) of the Code shall not apply to the proposed

cash sale (the Sale) of certain real property (the Property) by the

Plan to H. Stephen Cranston and Karen Y. Cranston, husband and wife,

and disqualified persons with respect to the Plan; provided that (1)

the Sale is a one-time transaction for cash; (2) the Plan does not

experience any loss nor incur any expenses from the proposed

transaction; and (3) the Plan receives as consideration from the Sale

the greater of either (a) the fair market value of the Property as

determined by a qualified, independent appraiser on the date of the

Sale, or (b) an amount equal to all the funds expanded by the Plan in

acquiring and maintaining the Property during its period of ownership.

Summary of Facts and Representations

1. The Plan is a defined benefit plan that has one participant, H.

Stephen Cranston. As of March 31, 1993, the total assets of the Plan

were $748,627. The fiduciaries of the Plan, who have investment

discretion over the assets of the Plan, are H. Stephen Cranston and his

wife, Karen Y. Cranston, who are also the applicants for the exemption.

The sponsoring employer of the plan is a California professional

corporation which is designated as H. Stephen Cranston Professional

Corporation. It is engaged in the practice of general business law with

its offices in San Marino, California. H. Stephen Cranston is the sole

shareholder and only employee.3

\3\Since Mr. H. Stephen Cranston is the sole shareholder of the

sponsor of the Plan and the only participant in the Plan, there is

no jurisdiction under Title I of the Act pursuant to 29 CFR 2510.3-

3(c)(1). However, there is jurisdiction under Title II of the Act

pursuant to section 4975 of the Code.

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2. The Property consists of 59.9 acres of forested land that is

located in Linn County on 48063 Cascadia Drive, Cascadia, Oregon. The

improvements on the Property are a 67 year old two-story house with a

detached barn and shed. The house is represented by the applicants to

be in a deplorable condition and uninhabitable. There is no available

drinking water, the prior occupants destroyed the furnace for heating

the house, and the septic tank needs to be replaced. There is no

basement under the house and the wood foundation, which is riddled with

termites and dry rot, is braced to avoid collapsing.

The Property was appraised by Scott Lepman, SRA, RM of Albany,

Oregon, an independent appraiser, who determined, as of March 18, 1994,

that the Property had a fair market value of $128,000. Among other

things, Mr. Lepman determined that the Property would not qualify for

bank financing; and also, he observed many structural defects on the

Property: the buildings need painting; the sunporch needs to be

finished; the ceiling in the living room is in disrepair; the walls in

several rooms need repairing; and the house's foundation is

structurally unsound. He also observed functional obsolence such as,

the house has unevenly settled and has no conventional source for

heating. Mr. Lepman also indicated that the barn and shed are in

disrepair.

Mr. Lepman described the location of the Property, which is

surrounded by forest land, to be in a mixed neighborhood of poor to

good dwellings that vary in age and design, and are predominately

located on large parcels that are devoted to agricultural and timber

production. Mr. Lepman referred to the properties in the area as below

average in visual appeal and in level of maintenance. He further stated

that the area is an older rural community with a declining timber base

due to the enforced governmental protections of the spotted owl.

3. The Property was purchased by the Plan on July 30, 1990, from

Charlie West and Lorraine West, husband and wife, for the total

consideration of $70,000. The Wests are represented by the applicants

as unrelated persons with respect to the Plan and its sole participant.

The applicants represent that the purchase of the Property was made

by the Plan with the intention that the timber on the Property would be

cut and sold over a number of years for a profitable return to the

Plan. During 1992, the Plan had cut approximately 40 percent of the

timber on the Property for a net return of $43,646.32 after expenses.

Since the cutting in 1992, the applicants represent that

circumstances have curtailed further timber cutting. One intervening

condition has been the recent reporting of spotted owls in the area

followed by the imposition of governmental regulations precluding the

cutting of timber and destroying the owl's habitat. Another curtailment

to cutting timber on the Property is the State of Oregon requirements

that all trees cut must be replaced with new trees that survive for at

least five years. The applicants represent that because of the steep

and uneven contours of the Property the survival of new trees is

precarious and uncertain. Also, after the replanting there is a need

for the services of a professional forester to care for the new

plantings for an additional three years.

Since the Plan purchased the Property in 1990 for $70,000 and

incurred legal fees of $262.35, the applicants represent that the Plan

has expended an additional sum of $15,794.38 for repairs and

maintenance of the Property. The expenses to the Plan included such

things as property taxes, roof repairs, weed and rubbish removal,

electrical repairs, fence and gate repairs, chimney removal, materials

and labor for bracing the foundation of house, and security services.

4. The applicants propose that the Property be sold to them for the

higher of either its fair market value or for the total amount of funds

expended by the Plan acquiring and maintaining the Property, so that

the Plan can avoid the continuing expenses of repairing, reforesting,

and maintaining the Property. In addition, the Plan will be able to

invest the funds from the Sale in liquid assets that generate yields

and incur less expenses. The applicants state that the Plan will incur

no expenses nor any losses from the proposed transaction.

The applicants represent that the proposed transaction will be in

the best interests of the Plan and its participant and beneficiaries

because it is unlikely that the Property can be sold to persons

unrelated to the Plan. The applicants represent, and the appraiser

corroborates, that the Property is not habitable and the availability

of bank financing for the purchase of the Property is not foreseeable.

Also, the likelihood of finding a purchaser in the area with adequate

cash is represented to be remote because of the high unemployment in

the area due to logging restrictions involving the ecological problem

of the spotted owl.

The applicants who are the only persons affected by the proposed

transaction desire that the proposed transaction be consummated.

5. In summary, the applicants represent that the proposed

transaction will satisfy the criteria of section 4975(c)(2) of the Code

because (a) the Sale of the Property involves a one-time transaction

for cash; (b) the Plan will not incur any expenses from the Sale; (c)

the Plan will receive as consideration from the Sale the greater of

either the fair market value of the Property as determined by a

qualified, independent appraiser on the date of the Sale, or an amount

equal to all the funds expended by the Plan in acquiring and

maintaining the Property during its period of ownership; (d) the Sale

will permit the Plan to reinvest illiquid assets into income producing,

liquid assets; and (e) the Plan will avoid the expenses and risks

involved in maintaining and developing the Property.

NOTICE TO INTERESTED PERSONS: Since the applicants are the only persons

affected by the proposed transaction, there is no need to distribute

notice to interested persons. Comments are due 30 days after

publication of this notice in the Federal Register.

FOR FURTHER INFORMATION CONTACT: Mr. C. E. Beaver of the Department,

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

GE Capital Mortgage Services, Inc. (GECMSI) Located in Cherry Hill, New

Jersey; and GECC Capital Markets Group, Inc. (Capital Markets;

together, the Applicants) Located in Stamford, Connecticut [Application

Nos. D-9748 and D-9749]

Proposed Exemption

I. Transactions

A. Effective June 28, 1994, the restrictions of sections 406(a) and

407(a) of the Act and the taxes imposed by section 4975(a) and (b) of

the Code by reason of section 4975(c)(1) (A) through (D) of the Code

shall not apply to the following transactions involving trusts and

certificates evidencing interests therein:

(1) The direct or indirect sale, exchange or transfer of

certificates in the initial issuance of certificates between the

sponsor or underwriter and an employee benefit plan when the sponsor,

servicer, trustee or insurer of a trust, the underwriter of the

certificates representing an interest in the trust, or an obligor is a

party in interest with respect to such plan;

(2) The direct or indirect acquisition or disposition of

certificates by a plan in the secondary market for such certificates;

and

(3) The continued holding of certificates acquired by a plan

pursuant to subsection I.A. (1) or (2).

Notwithstanding the foregoing, section I.A. does not provide an

exemption from the restrictions of sections 406(a)(1)(E), 406(a)(2) and

407 for the acquisition or holding of a certificate on behalf of an

Excluded Plan by any person who has discretionary authority or renders

investment advice with respect to the assets of that Excluded Plan.\4\

\4\Section I.A. provides no relief from sections 406(a)(1)(E),

406(a)(2) and 407 for any person rendering investment advice to an

Excluded Plan within the meaning of section 3(21)(A)(ii) and

regulation 29 CFR 2510.3-21(c).

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B. Effective June 28, 1994, the restrictions of sections 406(b)(1)

and 406(b)(2) of the Act and the taxes imposed by section 4975 (a) and

(b) of the Code by reason of section 4975(c)(1)(E) of the Code shall

not apply to:

(1) The direct or indirect sale, exchange or transfer of

certificates in the initial issuance of certificates between the

sponsor or underwriter and a plan when the person who has discretionary

authority or renders investment advice with respect to the investment

of plan assets in the certificates is (a) an obligor with respect to 5

percent or less of the fair market value of obligations or receivables

contained in the trust, or (b) an affiliate of a person described in

(a); if:

(i) the plan is not an Excluded Plan;

(ii) solely in the case of an acquisition of certificates in

connection with the initial issuance of the certificates, at least 50

percent of each class of certificates in which plans have invested is

acquired by persons independent of the members of the Restricted Group

and at least 50 percent of the aggregate interest in the trust is

acquired by persons independent of the Restricted Group;

(iii) a plan's investment in each class of certificates does not

exceed 25 percent of all of the certificates of that class outstanding

at the time of the acquisition; and

(iv) immediately after the acquisition of the certificates, no more

than 25 percent of the assets of a plan with respect to which the

person has discretionary authority or renders investment advice are

invested in certificates representing an interest in a trust containing

assets sold or serviced by the same entity.\5\ For purposes of this

paragraph B.(1)(iv) only, an entity will not be considered to service

assets contained in a trust if it is merely a subservicer of that

trust;

\5\For purposes of this exemption, each plan participating in a

commingled fund (such as a bank collective trust fund or insurance

company pooled separate account) shall be considered to own the same

proportionate undivided interest in each asset of the commingled

fund as its proportionate interest in the total assets of the

commingled fund as calculated on the most recent preceding valuation

date of the fund.

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(2) The direct or indirect acquisition or disposition of

certificates by a plan in the secondary market for such certificates,

provided that the conditions set forth in paragraphs B.(1)(i), (iii)

and (iv) are met; and

(3) The continued holding of certificates acquired by a plan

pursuant to subsection I.B. (1) or (2).

C. Effective June 28, 1994, the restrictions of sections 406(a),

406(b) and 407(a) of the Act, and the taxes imposed by section 4975 (a)

and (b) of the Code by reason of section 4975(c) of the Code, shall not

apply to transactions in connection with the servicing, management and

operation of a trust, provided:

(1) such transactions are carried out in accordance with the terms

of a binding pooling and servicing arrangement; and

(2) the pooling and servicing agreement is provided to, or

described in all material respects in the prospectus or private

placement memorandum provided to, investing plans before they purchase

certificates issued by the trust.\6\

\6\In the case of a private placement memorandum, such

memorandum must contain substantially the same information that

would be disclosed in a prospectus if the offering of the

certificates were made in a registered public offering under the

Securities Act of 1933. In the Department's view, the private

placement memorandum must contain sufficient information to permit

plan fiduciaries to make informed investment decisions.

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Notwithstanding the foregoing, section I.C. does not provide an

exemption from the restrictions of section 406(b) of the Act or from

the taxes imposed by reason of section 4975(c) of the Code for the

receipt of a fee by a servicer of the trust from a person other than

the trustee or sponsor, unless such fee constitutes a ``qualified

administrative fee'' as defined in section III.S.

D. Effective June 28, 1994, the restrictions of sections 406(a) and

407(a) of the Act, and the taxes imposed by sections 4975 (a) and (b)

of the Code by reason of sections 4975(c)(1) (A) through (D) of the

Code, shall not apply to any transactions to which those restrictions

or taxes would otherwise apply merely because a person is deemed to be

a party in interest or disqualified person (including a fiduciary) with

respect to a plan by virtue of providing services to the plan (or by

virtue of having a relationship to such service provider described in

section 3(14) (F), (G), (H) or (I) of the Act or section 4975(e)(2)

(F), (G), (H) or (I) of the Code), solely because of the plan's

ownership of certificates.

II. General Conditions

A. The relief provided under Part I is available only if the

following conditions are met:

(1) The acquisition of certificates by a plan is on terms

(including the certificate price) that are at least as favorable to the

plan as they would be in an arm's-length transaction with an unrelated

party;

(2) The rights and interests evidenced by the certificates are not

subordinated to the rights and interests evidenced by other

certificates of the same trust;

(3) The certificates acquired by the plan have received a rating at

the time of such acquisition that is in one of the three highest

generic rating categories from either Standard & Poor's Corporation

(S&P's), Moody's Investors Service, Inc. (Moody's), Duff & Phelps Inc.

(D&P) or Fitch Investors Service, Inc. (Fitch);

(4) The trustee is not an affiliate of any member of the Restricted

Group. However, the trustee shall not be considered to be an affiliate

of a servicer solely because the trustee has succeeded to the rights

and responsibilities of the servicer pursuant to the terms of a pooling

and servicing agreement providing for such succession upon the

occurrence of one or more events of default by the servicer;

(5) The sum of all payments made to and retained by the

underwriters in connection with the distribution or placement of

certificates represents not more than reasonable compensation for

underwriting or placing the certificates; the sum of all payments made

to and retained by the sponsor pursuant to the assignment of

obligations (or interests therein) to the trust represents not more

than the fair market value of such obligations (or interests); and the

sum of all payments made to and retained by the servicer represents not

more than reasonable compensation for the servicer's services under the

pooling and servicing agreement and reimbursement of the servicer's

reasonable expenses in connection therewith; and

(6) The plan investing in such certificates is an ``accredited

investor'' as defined in Rule 501(a)(1) of Regulation D of the

Securities and Exchange Commission under the Securities Act of 1933.

B. Neither any underwriter, sponsor, trustee, servicer, insurer, or

any obligor, unless it or any of its affiliates has discretionary

authority or renders investment advice with respect to the plan assets

used by a plan to acquire certificates, shall be denied the relief

provided under Part I, if the provision of subsection II.A.(6) above is

not satisfied with respect to acquisition or holding by a plan of such

certificates, provided that (1) such condition is disclosed in the

prospectus or private placement memorandum; and (2) in the case of a

private placement of certificates, the trustee obtains a representation

from each initial purchaser which is a plan that it is in compliance

with such condition, and obtains a covenant from each initial purchaser

to the effect that, so long as such initial purchaser (or any

transferee of such initial purchaser's certificates) is required to

obtain from its transferee a representation regarding compliance with

the Securities Act of 1933, any such transferees will be required to

make a written representation regarding compliance with the condition

set forth in subsection II.A.(6) above.

III. Definitions

For purposes of this exemption:

A. Certificate means:

(1) a certificate--

(a) that represents a beneficial ownership interest in the assets

of a trust; and

(b) that entitles the holder to pass-through payments of principal,

interest, and/or other payments made with respect to the assets of such

trust; and

(c) with respect to which (i) one of the Applicants or any of their

affiliates is the sponsor, and an entity which has received from the

Department an individual prohibited transaction exemption relating to

certificates which is similar to this exemption is the sole underwriter

or the manager or co-manager of the underwriting syndicate or a selling

or placement agent; or (ii) one of the Applicants or any of their

affiliates is the sole underwriter or the manager or co-manager of the

underwriting syndicate or a selling or placement agent; or

(2) a certificate denominated as a debt instrument--

(a) that represents an interest in a Real Estate Mortgage

Investment Conduit (REMIC) within the meaning of section 860D(a) of the

Internal Revenue Code of 1986; and

(b) that is issued by and is an obligation of a trust with respect

to which (i) one of the Applicants or any of their affiliates is the

sponsor, and an entity which has received from the Department an

individual prohibited transaction exemption relating to certificates

which is similar to this exemption is the sole underwriter or the

manager or co-manager of the underwriting syndicate or a selling or

placement agent; or manager or co-manager of the underwriting

syndicate, or (ii) one of the Applicants is the sole underwriter or the

manager or co-manager of the underwriting syndicate, or a selling or

placement agent.

For purposes of this exemption, references to ``certificates

representing an interest in a trust'' include certificates denominated

as debt which are issued by a trust.

B. Trust means an investment pool, the corpus of which is held in

trust and consists solely of:

(1) either

(a) secured consumer receivables that bear interest or are

purchased at a discount (including, but not limited to, home equity

loans and obligations secured by shares issued by a cooperative housing

association);

(b) secured credit instruments that bear interest or are purchased

at a discount in transactions by or between business entities

(including, but not limited to, qualified equipment notes secured by

leases, as defined in section III.T);

(c) obligations that bear interest or are purchased at a discount

and which are secured by single-family residential, multi-family

residential and commercial real property (including obligations secured

by leasehold interests on commercial real property);

(d) obligations that bear interest or are purchased at a discount

and which are secured by motor vehicles or equipment, or qualified

motor vehicle leases (as defined in section III.U);

(e) guaranteed governmental mortgage pool certificates, as defined

in 29 CFR 2510.3-101(i)(2);

(f) fractional undivided interests in any of the obligations

described in clauses (a)-(e) of this section B.(1);

(2) property which had secured any of the obligations described in

subsection B.(1);

(3) undistributed cash or temporary investments made therewith

maturing no later than the next date on which distributions are to be

made to certificateholders; and

(4) rights of the trustee under the pooling and servicing

agreement, and rights under any insurance policies, third-party

guarantees, contracts of suretyship and other credit support

arrangements with respect to any obligations described in subsection

B.(1).

Notwithstanding the foregoing, the term ``trust'' does not include any

investment pool unless: (i) the investment pool consists only of assets

of the type which have been included in other investment pools, (ii)

certificates evidencing interests in such other investment pools have

been rated in one of the three highest generic rating categories by

S&P's, Moody's, D & P, or Fitch for at least one year prior to the

plan's acquisition of certificates pursuant to this exemption, and

(iii) certificates evidencing interests in such other investment pools

have been purchased by investors other than plans for at least one year

prior to the plan's acquisition of certificates pursuant to this

exemption.

C. Underwriter means:

(1) any of the Applicants;

(2) any person directly or indirectly, through one or more

intermediaries, controlling, controlled by or under common control with

any of the Applicants; or

(3) any member of an underwriting syndicate or selling group of

which any of the Applicants or a person described in (2) is a manager

or co-manager with respect to the certificates; or

(4) an entity which has received from the Department an individual

prohibited transaction exemption relating to certificates which is

similar to this exemption.

D. Sponsor means the entity that organizes a trust by depositing

obligations therein in exchange for certificates.

E. Master Servicer means the entity that is a party to the pooling

and servicing agreement relating to trust assets and is fully

responsible for servicing, directly or through subservicers, the assets

of the trust.

F. Subservicer means an entity which, under the supervision of and

on behalf of the master servicer, services loans contained in the

trust, but is not a party to the pooling and servicing agreement.

G. Servicer means any entity which services loans contained in the

trust, including the master servicer and any subservicer.

H. Trustee means the trustee of the trust, and in the case of

certificates which are denominated as debt instruments, also means the

trustee of the indenture trust.

I. Insurer means the insurer or guarantor of, or provider of other

credit support for, a trust. Notwithstanding the foregoing, a person is

not an insurer solely because it holds securities representing an

interest in a trust which are of a class subordinated to certificates

representing an interest in the same trust.

J. Obligor means any person, other than the insurer, that is

obligated to make payments with respect to any obligation or receivable

included in the trust. Where a trust contains qualified motor vehicle

leases or qualified equipment notes secured by leases, ``obligor''

shall also include any owner of property subject to any lease included

in the trust, or subject to any lease securing an obligation included

in the trust.

K. Excluded Plan means any plan with respect to which any member of

the Restricted Group is a ``plan sponsor'' within the meaning of

section 3(16)(B) of the Act.

L. Restricted Group with respect to a class of certificates means:

(1) each underwriter;

(2) each insurer;

(3) the sponsor;

(4) the trustee;

(5) each servicer;

(6) any obligor with respect to obligations or receivables included

in the trust constituting more than 5 percent of the aggregate

unamortized principal balance of the assets in the trust, determined on

the date of the initial issuance of certificates by the trust; or

(7) any affiliate of a person described in (1)-(6) above.

M. Affiliate of another person includes:

(1) Any person directly or indirectly, through one or more

intermediaries, controlling, controlled by, or under common control

with such other person;

(2) Any officer, director, partner, employee, relative (as defined

in section 3(15) of the Act), a brother, a sister, or a spouse of a

brother or sister of such other person; and

(3) Any corporation or partnership of which such other person is an

officer, director or partner.

N. Control means the power to exercise a controlling influence over

the management or policies of a person other than an individual.

O. A person will be ``independent'' of another person only if:

(1) such person is not an affiliate of that other person; and

(2) the other person, or an affiliate thereof, is not a fiduciary

who has investment management authority or renders investment advice

with respect to any assets of such person.

P. ``Sale'' includes the entrance into a forward delivery

commitment (as defined in section Q below), provided:

(1) The terms of the forward delivery commitment (including any fee

paid to the investing plan) are no less favorable to the plan than they

would be in an arm's length transaction with an unrelated party;

(2) The prospectus or private placement memorandum is provided to

an investing plan prior to the time the plan enters into the forward

delivery commitment; and

(3) At the time of the delivery, all conditions of this exemption

applicable to sales are met.

Q. Forward delivery commitment means a contract for the purchase or

sale of one or more certificates to be delivered at an agreed future

settlement date. The term includes both mandatory contracts (which

contemplate obligatory delivery and acceptance of the certificates) and

optional contracts (which give one party the right but not the

obligation to deliver certificates to, or demand delivery of

certificates from, the other party).

R. ``Reasonable compensation'' has the same meaning as that term is

defined in 29 CFR 2550.408c-2.

S. Qualified Administrative Fee means a fee which meets the

following criteria:

(1) the fee is triggered by an act or failure to act by the obligor

other than the normal timely payment of amounts owing in respect of the

obligations;

(2) the servicer may not charge the fee absent the act or failure

to act referred to in (1);

(3) the ability to charge the fee, the circumstances in which the

fee may be charged, and an explanation of how the fee is calculated are

set forth in the pooling and servicing agreement; and

(4) the amount paid to investors in the trust will not be reduced

by the amount of any such fee waived by the servicer.

T. Qualified Equipment Note Secured By A Lease means an equipment

note:

(a) which is secured by equipment which is leased;

(b) which is secured by the obligation of the lessee to pay rent

under the equipment lease; and

(c) with respect to which the trust's security interest in the

equipment is at least as protective of the rights of the trust as the

trust would have if the equipment note were secured only by the

equipment and not the lease.

U. Qualified Motor Vehicle Lease means a lease of a motor vehicle

where:

(a) the trust holds a security interest in the lease;

(b) the trust holds a security interest in the leased motor

vehicle; and

(c) the trust's security interest in the leased motor vehicle is at

least as protective of the trust's rights as the trust would receive

under a motor vehicle installment loan contract.

V. Pooling and Servicing Agreement means the agreement or

agreements among a sponsor, a servicer and the trustee establishing a

trust. In the case of certificates which are denominated as debt

instruments, ``Pooling and Servicing Agreement'' also includes the

indenture entered into by the trustee of the trust issuing such

certificates and the indenture trustee.

Effective Date: This exemption, if granted, will be effective for

transactions occurring on or after June 28, 1994.

Summary of Facts and Representations

1. GECMSI is incorporated in the State of New Jersey, and is a

wholly-owned subsidiary of GE Capital Mortgage Corporation, a holding

company, which in turn is a wholly-owned subsidiary of General Electric

Capital Corporation. GECMSI is engaged in the business of acquiring and

servicing residential mortgage loans secured by one- to four-family

homes. GECMSI's servicing business is derived from one of two sources:

a) it will acquire or originate a mortgage loan which it will service;

or b) it will service a mortgage loan which it has neither acquired nor

originated. GECMSI is also involved in the home equity business through

its Home Equity Services unit.

Capital Markets is incorporated in the State of Delaware, and is a

wholly-owned subsidiary of General Electric Capital Corporation.

Capital Markets engages in certain limited securities-related

transactions on behalf of General Electric Capital Corporation and its

subsidiaries. Capital Markets is registered with the Securities and

Exchange Commission as a broker-dealer under the Securities and

Exchange Act of 1934.

Trust Assets

2. The Applicants seek exemptive relief to permit plans to invest

in pass-through certificates representing undivided interests in the

following categories of trusts: (1) single and multi-family residential

or commercial mortgage investment trusts;7 (2) motor vehicle

receivable investment trusts; (3) consumer or commercial receivables

investment trusts; and (4) guaranteed governmental mortgage pool

certificate investment trusts.8

\7\The Department notes that PTE 83-1 [48 FR 895, January 7,

1983], a class exemption for mortgage pool investment trusts, would

generally apply to trusts containing single-family residential

mortgages, provided that the applicable conditions of PTE 83-1 are

met. The Applicants request relief for single-family residential

mortgages in this exemption because it would prefer one exemption

for all trusts of similar structure. However, the Applicants have

stated that they may still avail themselves of the exemptive relief

provided by PTE 83-1.

\8\Guaranteed governmental mortgage pool certificates are

mortgage-backed securities with respect to which interest and

principal payable is guaranteed by the Government National Mortgage

Association (GNMA), the Federal Home Loan Mortgage Corporation

(FHLMC), or the Federal National Mortgage Association (FNMA). The

Department's regulation relating to the definition of plan assets

(29 CFR 2510.3-101(i)) provides that where a plan acquires a

guaranteed governmental mortgage pool certificate, the plan's assets

include the certificate and all of its rights with respect to such

certificate under applicable law, but do not, solely by reason of

the plan's holding of such certificate, include any of the mortgages

underlying such certificate. The Applicants are requesting exemptive

relief for trusts containing guaranteed governmental mortgage pool

certificates because the certificates in the trusts may be plan

assets.

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3. Commercial mortgage investment trusts may include mortgages on

ground leases of real property. Commercial mortgages are frequently

secured by ground leases on the underlying property, rather than by fee

simple interests. The separation of the fee simple interest and the

ground lease interest is generally done for tax reasons. Properly

structured, the pledge of the ground lease to secure a mortgage

provides a lender with the same level of security as would be provided

by a pledge of the related fee simple interest. The terms of the ground

leases pledged to secure leasehold mortgages will in all cases be at

least ten years longer than the term of such mortgages.9

\9\Trust assets may also include obligations that are secured by

leasehold interests on residential real property. See PTE 90-32

involving Prudential-Bache Securities, Inc. (55 FR 23147, June 6,

1990 at 23150).

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Trust Structure

4. Each trust is established under a pooling and servicing

agreement between a sponsor, a servicer and a trustee. The sponsor or

servicer of a trust selects assets to be included in the trust. These

assets are receivables which may have been originated by a sponsor or

servicer of the trust, an affiliate of the sponsor or servicer, or by

an unrelated lender and subsequently acquired by the trust sponsor or

servicer.

On or prior to the closing date, the sponsor acquires legal title

to all assets selected for the trust, establishes the trust and

designates an independent entity as trustee. On the closing date, the

sponsor conveys to the trust legal title to the assets, and the trustee

issues certificates representing fractional undivided interests in the

trust assets. The certificates are either publicly or privately

offered.

Certificateholders are entitled to receive monthly or quarterly

installments of principal and/or interest, or lease payments due on the

receivables, adjusted, in the case of payments of interest, to a

specified rate--the pass-through rate--which may be fixed or variable.

A segregated account is established in the name of the trustee or

the servicer (in either case, on behalf of certificateholders) to hold

funds received between distribution dates. The account is under the

sole control of the trustee or the servicer, as applicable, who invests

the account's assets in short-term securities which have received a

rating comparable to the rating assigned to the certificates. In some

cases, the servicer may be permitted to make a single deposit into the

account once a month. When the servicer makes such monthly deposits,

payments received from obligors by the servicer may be commingled with

the servicer's assets during the month prior to deposit. In no event

will the period of time between receipt of funds by the servicer and

deposit of these funds in a segregated account exceed 45 days.

5. Some of the certificates will be multi-class certificates. The

Applicants request exemptive relief for two types of multi-class

certificates: ``strip'' certificates and ``fast-pay/ slow-pay''

certificates. Strip certificates are a type of security in which the

stream of interest payments on receivables is split from the flow of

principal payments and separate classes of certificates are

established, each representing rights to disproportionate payments of

principal and interest.10

\10\It is the Department's understanding that where a plan

invests in REMIC ``residual'' interest certificates to which this

exemption applies, some of the income received by the plan as a

result of such investment may be considered unrelated business

taxable income to the plan, which is subject to income tax under the

Code. The Department emphasizes that the prudence requirement of

section 404(a)(1)(B) of the Act would require plan fiduciaries to

carefully consider this and other tax consequences prior to causing

plan assets to be invested in certificates pursuant to this

exemption.

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``Fast-pay/slow-pay'' certificates involve the issuance of classes

of certificates having different stated maturities or the same

maturities with different payment schedules. In certain transactions of

this type, interest and/or principal payments received on the

underlying receivables are distributed first to the class of

certificates having the earliest stated maturity of principal, and/or

earlier payment schedule, and only when that class of certificates has

been paid in full (or has received a specified amount) will

distributions be made with respect to the second class of certificates.

Distributions on certificates having later stated maturities will

proceed in like manner until all the certificateholders have been paid

in full. The only difference between this multi-class pass-through

arrangement and a single-class pass-through arrangement is the order in

which distributions are made to certificateholders. In each case,

certificateholders will have a beneficial ownership interest in the

underlying assets. In neither case will the rights of a plan purchasing

a certificate be subordinated to the rights of another

certificateholder in the event of default on any of the underlying

obligations. In particular, if the amount available for distribution to

certificateholders is less than the amount required to be so

distributed, all senior certificateholders then entitled to receive

distributions will share in the amount distributed on a pro rata

basis.11

\11\If a trust issues subordinated certificates, holders of such

subordinated certificates may not share in the amount distributed on

a pro rata basis with the senior certificateholders. The Department

notes that the exemption does not provide relief for plan investment

in such subordinated certificates.

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6. For tax reasons, the trust must be maintained as an essentially

passive entity. Therefore, both the sponsor's discretion and the

servicer's discretion with respect to assets included in a trust are

severely limited. Pooling and servicing agreements provide for the

substitution of receivables by the sponsor only in the event of defects

in documentation discovered within a short time after the issuance of

trust certificates. Any receivable so substituted is required to have

characteristics substantially similar to the replaced receivable and

will be at least as creditworthy as the replaced receivable.

In some cases, the affected receivable would be repurchased, with

the purchase price applied as a payment on the affected receivable and

passed through to certificateholders.

Parties to Transactions

7. The originator of a receivable is the entity that initially

lends money to a borrower (obligor), such as a homeowner or automobile

purchaser, or leases property to the lessee. The originator may either

retain a receivable in its portfolio or sell it to a purchaser, such as

a trust sponsor.

Originators of receivables included in the trusts will be entities

that originate receivables in the ordinary course of their business,

including finance companies for whom such origination constitutes the

bulk of their operations, financial institutions for whom such

origination constitutes a substantial part of their operations, and any

kind of manufacturer, merchant, or service enterprise for whom such

origination is an incidental part of its operations. Each trust may

contain assets of one or more originators. The originator of the

receivables may also function as the trust sponsor or servicer.

8. The sponsor will be GECMSI. Where the sponsor is not also the

servicer, the sponsor's role will generally be limited to acquiring the

receivables to be included in the trust, establishing the trust,

designating the trustee, and assigning the receivables to the trust.

9. The trustee of a trust is the legal owner of the obligations in

the trust. The trustee is also a party to or beneficiary of all the

documents and instruments deposited in the trust, and as such is

responsible for enforcing all the rights created thereby in favor of

certificateholders.

The trustee will be an independent entity, and therefore will be

unrelated to the trust sponsor, the servicer or underwriter or

placement agent. The Applicants represent that the trustee will be a

substantial financial institution or trust company experienced in trust

activities. The trustee receives a fee for its services, which will be

paid by the servicer, sponsor or out of trust assets. The method of

compensating the trustee will be specified in the pooling and servicing

agreement and disclosed in the prospectus or private placement

memorandum relating to the offering of the certificates.

10. The servicer of a trust administers the receivables on behalf

of the certificateholders. The servicer's functions typically involve,

among other things, notifying borrowers of amounts due on receivables,

maintaining records of payments received on receivables and instituting

foreclosure or similar proceedings in the event of default. In cases

where a pool of receivables has been purchased from a number of

different originators and deposited in a trust, it is common for the

receivables to be ``subserviced'' by their respective originators and

for a single entity to ``master service'' the pool of receivables on

behalf of the owners of the related series of certificates. Where this

arrangement is adopted, a receivable continues to be serviced from the

perspective of the borrower by the local subservicer, while the

investor's perspective is that the entire pool of receivables is

serviced by a single, central master servicer who collects payments

from the local subservicers and passes them through to

certificateholders.

In some cases, the originator and servicer of receivables to be

included in a trust and the sponsor of the trust (though they

themselves may be related) will be unrelated to the underwriter or the

placement agent. In other cases, however, GECMSI may originate or

service receivables included in a trust, or may sponsor a trust for

which Capital Markets will be the underwriter or placement agent.

Certificate Price, Pass-Through Rate and Fees

11. Where the sponsor of a trust is not the originator of

receivables included in a trust, the sponsor generally purchases the

receivables in the secondary market, either directly from the

originator or from another secondary market participant. The price the

sponsor pays for a receivable is determined by competitive market

forces, taking into account payment terms, interest rate, quality, and

forecasts as to future interest rates.

As compensation for the receivables transferred to the trust, the

sponsor receives certificates representing the entire beneficial

interest in the trust, or the cash proceeds of the sale of such

certificates. If the sponsor receives certificates from the trust, the

sponsor sells all or a portion of these certificates for cash to

investors or securities underwriters. In some transactions, the sponsor

or an affiliate may retain a portion of the certificates for its own

account. In addition, in some transactions the originator may sell

receivables to a trust for cash. At the time of the sale, the trustee

would sell certificates to the public or to underwriters and use the

cash proceeds of the sale to pay the originator for receivables sold to

the trust. The transfer of the receivables to the trust by the sponsor,

the sale of certificates to investors, and the receipt of the cash

proceeds by the sponsor generally take place simultaneously.

12. The price of the certificates, both in the initial offering and

in the secondary market, is affected by market forces, including

investor demand, the pass-through interest rate on the certificates in

relation to the rate payable on investments of similar types and

quality, expectations as to the effect on yield resulting from

prepayment of underlying receivables, and expectations as to the

likelihood of timely payment.

The pass-through rate for certificates is equal to the interest

rate on receivables included in the trust minus a specified servicing

fee.12 This rate is generally determined by the same market forces

that determine the price of a certificate. The price of a certificate

and its pass-through, or coupon, rate together determine the yield to

investors. If an investor purchases a certificate at less than par,

that discount augments the stated pass-through rate; conversely, a

certificate purchased at a premium yields less than the stated coupon.

\12\The pass-through rate on certificates representing interests

in trusts holding leases is determined by breaking down lease

payments into ``principal'' and ``interest'' components based on an

implicit interest rate.

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13. As compensation for performing its servicing duties, the

servicer (who may also be the sponsor, and receive fees for acting in

that capacity) will retain the difference between payments received on

the receivables in the trust and payments payable (at the pass-through

rate) to certificateholders, except that in some cases a portion of the

payments on receivables may be paid to a third party, such as a fee

paid to a provider of credit support or deposited into a reserve fund.

The servicer may receive additional compensation by having the use of

the amounts paid on the receivables between the time they are received

by the servicer and the time they are due to the trust (which time is

set forth in the pooling and servicing agreement). The servicer will be

required to pay the administrative expenses of servicing the trust,

including, in some cases, the trustee's fee, out of its servicing

compensation.

The servicer is also compensated to the extent it may provide

credit enhancement to the trust or otherwise arrange to obtain credit

support from another party. This ``credit support fee'' may be

aggregated with other servicing fees, and is either paid out of the

interest income received on the receivables in excess of the pass-

through rate or paid in a lump sum at the time the trust is

established.

14. The servicer may be entitled to retain certain administrative

fees paid by a third party, usually the obligor. These administrative

fees fall into three categories: (a) prepayment fees; (b) late payment

and payment extension fees and fees related to the modification of the

terms of an obligation as permitted by the provisions of the pooling

and servicing agreement (including the partial release of collateral to

the extent provided therein); and (c) fees and charges associated with

foreclosure or repossession, or other conversion of a secured position

into cash proceeds, upon default of an obligation.

Compensation payable to the servicer will be set forth or referred

to in the pooling and servicing agreement and described in reasonable

detail in the prospectus or private placement memorandum relating to

the certificates.

15. Payments on receivables may be made by obligors to the servicer

at various times during the period preceding any date on which pass-

through payments to the trust are due. In some cases, the pooling and

servicing agreement may permit the servicer to place these payments in

non-interest bearing accounts in itself or to commingle such payments

with its own funds prior to the distribution dates. In these cases, the

servicer would be entitled to the benefit derived from the use of the

funds between the date of payment on a receivable and the pass-through

date. Commingled payments may not be protected from the creditors of

the servicer in the event of the servicer's bankruptcy or receivership.

In those instances when payments on receivables are held in non-

interest bearing accounts or are commingled with the servicer's own

funds, the servicer is required to deposit these payments by a date

specified in the pooling and servicing agreement into an account from

which the trustee makes payments to certificateholders.

16. Underwriters or placement agents will receive a fee in

connection with the securities underwriting or private placement of

certificates. In a firm commitment underwriting, this fee would consist

of the difference between what such underwriter receives for the

certificates that it distributes and what it pays the sponsor for those

certificates. In some public offerings, however, an underwriter may

sell certificates on an agency basis in a best efforts underwriting. In

those cases, the underwriter would receive an agency commission paid by

the sponsor plus reimbursement for out-of-pocket expenses. In a private

placement, the fee normally takes the form of an agency commission paid

by the sponsor.

Purchase of Receivables by the Servicer

17. The Applicants represent that as the principal amount of the

receivables in a trust is reduced by payment, the cost of administering

the trust generally increases, making the servicing of the trust

prohibitively expensive at some point. Consequently, the pooling and

servicing agreement generally provides that the servicer may purchase

the receivables remaining in the trust when the aggregate unpaid

balance payable on the receivables is reduced to a specified percentage

(usually 5 to 10 percent) of the initial aggregate unpaid balance.

The purchase price of a receivable is specified in the pooling and

servicing agreement and will be at least equal to: (1) the unpaid

principal balance on the receivable plus accrued interest, less any

unreimbursed advances of principal made by the servicer; or (2) the

greater of (a) the amount in (1) or (b) the fair market value of such

obligations in the case of a REMIC, or the fair market value of the

certificates in the case of a trust that is not a REMIC.

Certificate Ratings

18. The certificates will have received one of the three highest

ratings available from either S&P's, Moody's, D&P or Fitch. Insurance

or other credit support will be obtained by the trust sponsor to the

extent necessary for the certificates to attain the desired rating. The

amount of this credit support is set by the rating agencies at a level

that is a multiple of the worst historical net credit loss experience

for the type of obligations included in the issuing trust.

Provision of Credit Support

19. In some cases, the master servicer, or an affiliate of the

master servicer, may provide credit support to the trust (i.e. act as

an insurer). In these cases, the master servicer, in its capacity as

servicer, will first advance funds to the full extent that it

determines that such advances will be recoverable (a) out of late

payments by the obligors, (b) from the credit support provider (which

may be itself) or, (c) in the case of a trust that issues subordinated

certificates, from amounts otherwise distributable to holders of

subordinated certificates, and the master servicer will advance such

funds in a timely manner. When the servicer is the provider of the

credit support and provides its own funds to cover defaulted payments,

it will do so either on the initiative of the trustee, or on its own

initiative on behalf of the trustee, but in either event it will

provide such funds to cover payments to the full extent of its

obligations under the credit support mechanism. In some cases, however,

the master servicer may not be obligated to advance funds but instead

would be called upon to provide funds to cover defaulted payments to

the full extent of its obligations as insurer. However, a master

servicer typically can recover advances either from the provider of

credit support or from future payments on the affected assets.

If the master servicer fails to advance funds, fails to call upon

the credit support mechanism to provide funds to cover delinquent

payments, or otherwise fails in its duties, the trustee would be

required and would be able to enforce the certificateholders' rights,

as both a party to the pooling and servicing agreement and the owner of

the trust estate, including rights under the credit support mechanism.

Therefore, the trustee, who is independent of the servicer, will have

the ultimate right to enforce the credit support arrangement.

When a master servicer advances funds, the amount so advanced is

recoverable by the servicer out of future payments on receivables held

by the trust to the extent not covered by credit support. However,

where the master servicer provides credit support to the trust, there

are protections in place to guard against a delay in calling upon the

credit support to take advantage of the fact that the credit support

declines proportionally with the decrease in the principal amount of

the obligations in the trust as payments on receivables are passed

through to investors. These safeguards include:

(a) There is often a disincentive to postponing credit losses

because the sooner repossession or foreclosure activities are

commenced, the more value that can be realized on the security for the

obligation;

(b) The master servicer has servicing guidelines which include a

general policy as to the allowable delinquency period after which an

obligation ordinarily will be deemed uncollectible. The pooling and

servicing agreement will require the master servicer to follow its

normal servicing guidelines and will set forth the master servicer's

general policy as to the period of time after which delinquent

obligations ordinarily will be considered uncollectible;

(c) As frequently as payments are due on the receivables included

in the trust (usually monthly or quarterly as set forth in the pooling

and servicing agreement), the master servicer is required to report to

the independent trustee the amount of all past-due payments and the

amount of all servicer advances, along with other current information

as to collections on the receivables and draws upon the credit support.

Further, the master servicer is required to deliver to the trustee

annually a certificate of an executive officer of the master servicer

stating that a review of the servicing activities has been made under

such officer's supervision, and either stating that the master servicer

has fulfilled all of its obligations under the pooling and servicing

agreement or, if the master servicer has defaulted under any of its

obligations, specifying any such default. The master servicer's reports

are reviewed at least annually by independent accountants to ensure

that the master servicer is following its normal servicing standards

and that the master servicer's reports conform to the master servicer's

internal accounting records. The results of the independent

accountants' review are delivered to the trustee; and

(d) Credit support will be provided based upon a specified

percentage of the aggregate initial principal balance of the

receivables included in the trust. The credit support is a fixed dollar

amount, subject to reduction only for actual draws thereon, throughout

the life of the trust. As a result (subject to draws thereon), the

amount of this credit support will increase as a percentage of the pool

principal during the life of the trust. The Applicants represent that

this approach thereby provides investors with greater protection than

the approach which permits proportionate reductions in the credit

support, subject to a floor which only is effective towards the end of

the life of the trust.

Disclosure

20. In connection with the original issuance of certificates, the

prospectus or private placement memorandum will be furnished to

investing plans. The prospectus or private placement memorandum will

contain information material to a fiduciary's decision to invest in the

certificates, including:

(a) Information concerning the payment terms of the certificates,

the rating of the certificates, and any material risk factors with

respect to the certificates;

(b) A description of the trust as a legal entity and a description

of how the trust was formed by the seller/servicer or other sponsor of

the transaction;

(c) Identification of the independent trustee for the trust;

(d) A description of the receivables contained in the trust,

including the types of receivables, the diversification of the

receivables, their principal terms, and their material legal aspects;

(e) A description of the sponsor and servicer;

(f) A description of the pooling and servicing agreement, including

a description of the seller's principal representations and warranties

as to the trust assets and the trustee's remedy for any breach thereof;

a description of the procedures for collection of payments on

receivables and for making distributions to investors, and a

description of the accounts into which such payments are deposited and

from which such distributions are made; identification of the servicing

compensation and any fees for credit enhancement that are deducted from

payments on receivables before distributions are made to investors; a

description of periodic statements provided to the trustee, and

provided to or made available to investors by the trustee; and a

description of the events that constitute events of default under the

pooling and servicing contract and a description of the trustee's and

the investors' remedies incident thereto;

(g) A description of the credit support;

(h) A general discussion of the principal federal income tax

consequences of the purchase, ownership and disposition of the pass-

through securities by a typical investor;

(i) A description of the underwriters' plan for distributing the

pass-through securities to investors; and

(j) Information about the scope and nature of the secondary market,

if any, for the certificates.

21. Reports indicating the amount of payments of principal and

interest are provided to certificateholders at least as frequently as

distributions are made to certificateholders. Certificateholders will

also be provided with periodic information statements setting forth

material information concerning the underlying assets, including, where

applicable, information as to the amount and number of delinquent and

defaulted loans or receivables.

22. In the case of a trust that offers and sells certificates in a

registered public offering, the trustee, the servicer or the sponsor

will file such periodic reports as may be required to be filed under

the Securities Exchange Act of 1934. Although some trusts that offer

certificates in a public offering will file quarterly reports on Form

10-Q and Annual Reports on Form 10-K, many trusts obtain, by

application to the Securities and Exchange Commission, a complete

exemption from the requirement to file quarterly reports on Form 10-Q

and a modification of the disclosure requirements for annual reports on

Form 10-K. If such an exemption is obtained, these trusts normally

would continue to have the obligation to file current reports on Form

8-K to report material developments concerning the trust and the

certificates. While the Securities and Exchange Commission's

interpretation of the periodic reporting requirements is subject to

change, periodic reports concerning a trust will be filed to the extent

required under the Securities Exchange Act of 1934.

23. At or about the time distributions are made to

certificateholders, a report will be delivered to the trustee as to the

status of the trust and its assets, including underlying obligations.

Such report will typically contain information regarding the trust's

assets, payments received or collected by the servicer, the amount of

prepayments, delinquencies, servicer advances, defaults and

foreclosures, the amount of any payments made pursuant to any credit

support, and the amount of compensation payable to the servicer. Such

report also will be delivered to or made available to the rating agency

or agencies that have rated the trust's certificates.

In addition, promptly after each distribution date,

certificateholders will receive a statement prepared by the trustee

summarizing information regarding the trust and its assets. Such

statement will include information regarding the trust and its assets,

including underlying receivables. Such statement will typically contain

information regarding payments and prepayments, delinquencies, the

remaining amount of the guaranty or other credit support and a

breakdown of payments between principal and interest.

Secondary Market Transactions

24. It is the policy of many underwriters to attempt to make a

market for securities for which it is lead or co-managing underwriter.

It is also the policy of many placement agents to facilitate sales by

investors who purchase certificates if such entity has acted as agent

or principal in the original private placement of the certificates and

if such investors request such entity's assistance.

Retroactive Relief

25. The Applicants represent that they have engaged in transactions

related to mortgage-backed and asset-backed securities based on the

assumption that retroactive relief would not be granted. However, it is

possible that some transactions may have occurred that would be

prohibited. For example, because many certificates are held in street

or nominee name, it is not always possible to identify whether the

percentage interest of plans in a trust is or is not ``significant''

for purposes of the Department's regulation relating to the definition

of plan assets (29 CFR 2510.3-101(f)). These problems are compounded as

transactions occur in the secondary market. In addition, with respect

to the ``publicly-offered security'' exception contained in that

regulation (29 CFR 2510.3-101(b)), it is difficult to determine whether

each purchaser of a certificate is independent of all other purchasers.

Therefore, the Applicants request relief retroactive for

transactions which have occurred on or after June 28, 1994, the date

the Applicants originally filed their exemption application with the

Department.

Summary

26. In summary, the Applicants represent that the transactions for

which exemptive relief is requested satisfy the statutory criteria of

section 408(a) of the Act due to the following:

(a) The trusts contain ``fixed pools'' of assets. There is little

discretion on the part of the trust sponsor to substitute receivables

contained in the trust once the trust has been formed;

(b) Certificates in which plans invest will have been rated in one

of the three highest rating categories by S&P's, Moody's, D&P or Fitch.

Credit support will be obtained to the extent necessary to attain the

desired rating;

(c) All transactions for which the Applicants seek exemptive relief

will be governed by the pooling and servicing agreement, which is made

available to plan fiduciaries for their review prior to the plan's

investment in certificates;

(d) Exemptive relief from sections 406(b) and 407 for sales to

plans is substantially limited; and

(e) Many underwriters have made, and the Applicants anticipate that

such underwriters will continue to make, a secondary market in the

publicly-offered certificates sponsored by GECMSI.

Discussion of Proposed Exemption

I. Differences Between Proposed Exemption and Class Exemption PTE 83-1

The exemptive relief proposed herein is similar to that provided in

PTE 81-7 [46 FR 7520, January 23, 1981], Class Exemption for Certain

Transactions Involving Mortgage Pool Investment Trusts, amended and

restated as PTE 83-1 [48 FR 895, January 7, 1983].

PTE 83-1 applies to mortgage pool investment trusts consisting of

interest-bearing obligations secured by first or second mortgages or

deeds of trust on single-family residential property. The exemption

provides relief from sections 406(a) and 407 for the sale, exchange or

transfer in the initial issuance of mortgage pool certificates between

the trust sponsor and a plan, when the sponsor, trustee or insurer of

the trust is a party-in-interest with respect to the plan, and the

continued holding of such certificates, provided that the conditions

set forth in the exemption are met. PTE 83-1 also provides exemptive

relief from section 406 (b)(1) and (b)(2) of the Act for the above-

described transactions when the sponsor, trustee or insurer of the

trust is a fiduciary with respect to the plan assets invested in such

certificates, provided that additional conditions set forth in the

exemption are met. In particular, section 406(b) relief is conditioned

upon the approval of the transaction by an independent fiduciary.

Moreover, the total value of certificates purchased by a plan must not

exceed 25 percent of the amount of the issue, and at least 50 percent

of the aggregate amount of the issue must be acquired by persons

independent of the trust sponsor, trustee or insurer. Finally, PTE 83-1

provides conditional exemptive relief from section 406 (a) and (b) of

the Act for transactions in connection with the servicing and operation

of the mortgage trust.

Under PTE 83-1, exemptive relief for the above transactions is

conditioned upon the sponsor and the trustee of the mortgage trust

maintaining a system for insuring or otherwise protecting the pooled

mortgage loans and the property securing such loans, and for

indemnifying certificateholders against reductions in pass-through

payments due to defaults in loan payments or property damage. This

system must provide such protection and indemnification up to an amount

not less than the greater of one percent of the aggregate principal

balance of all trust mortgages or the principal balance of the largest

mortgage.

The exemptive relief proposed herein differs from that provided by

PTE 83-1 in the following major respects: (1) The proposed exemption

provides individual exemptive relief rather than class relief; (2) The

proposed exemption covers transactions involving trusts containing a

broader range of assets than single-family residential mortgages; (3)

Instead of requiring a system for insuring the pooled receivables, the

proposed exemption conditions relief upon the certificates having

received one of the three highest ratings available from S&P's,

Moody's, D&P or Fitch (insurance or other credit support would be

obtained only to the extent necessary for the certificates to attain

the desired rating); and (4) The proposed exemption provides more

limited section 406(b) and section 407 relief for sales transactions.

II. Ratings of Certificates

After consideration of the representations of the Applicants and

information provided by S&P's, Moody's, D&P and Fitch, the Department

has decided to condition exemptive relief upon the certificates having

attained a rating in one of the three highest generic rating categories

from S&P's, Moody's, D&P or Fitch. The Department believes that the

rating condition will permit the Applicants flexibility in structuring

trusts containing a variety of mortgages and other receivables while

ensuring that the interests of plans investing in certificates are

protected. The Department also believes that the ratings are indicative

of the relative safety of investments in trusts containing secured

receivables. The Department is conditioning the proposed exemptive

relief upon each particular type of asset-backed security having been

rated in one of the three highest rating categories for at least one

year and having been sold to investors other than plans for at least

one year.13

\13\In referring to different ``types'' of asset-backed

securities, the Department means certificates representing interests

in trusts containing different ``types'' of receivables, such as

single family residential mortgages, multi-family residential

mortgages, commercial mortgages, home equity loans, auto loan

receivables, installment obligations for consumer durables secured

by purchase money security interests, etc. The Department intends

this condition to require that certificates in which a plan invests

are of the type that have been rated (in one of the three highest

generic rating categories by S&P's, D&P, Fitch or Moody's) and

purchased by investors other than plans for at least one year prior

to the plan's investment pursuant to the proposed exemption. In this

regard, the Department does not intend to require that the

particular assets contained in a trust must have been ``seasoned''

(e.g., originated at least one year prior to the plan's investment

in the trust).

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III. Limited Section 406(b) and Section 407(a) Relief for Sales

The Applicants represent that in some cases a trust sponsor,

trustee, servicer, insurer, and obligor with respect to receivables

contained in a trust, or an underwriter of certificates may be a pre-

existing party in interest with respect to an investing plan.14 In

these cases, a direct or indirect sale of certificates by that party in

interest to the plan would be a prohibited sale or exchange of property

under section 406(a)(1)(A) of the Act.15 Likewise, issues are

raised under section 406(a)(1)(D) of the Act where a plan fiduciary

causes a plan to purchase certificates where trust funds will be used

to benefit a party in interest.

\14\In this regard, we note that the exemptive relief proposed

herein is limited to certificates with respect to which the

Applicants or any of their affiliates are either (a) the sole

underwriter or manager or co-manager of the underwriting syndicate,

(b) a selling or placement agent, or (c) the sponsor, in which case

an entity which has received from the Department an individual

prohibited transaction exemption relating to certificates which is

similar to this exemption is the sole underwriter or the manager or

co-manager of the underwriting syndicate, or a selling or placement

agent.

\15\The Applicants represent that where a trust sponsor is one

of the Applicants or its affiliate, sales to plans by the sponsor

may be exempt under PTE 75-1, Part II (relating to purchases and

sales of securities by broker-dealers and their affiliates), if none

of the Applicants is a fiduciary with respect to plan assets to be

invested in certificates.

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Additionally, the Applicants represent that a trust sponsor,

servicer, trustee, insurer, and obligor with respect to receivables

contained in a trust, or an underwriter of certificates representing an

interest in a trust may be a fiduciary with respect to an investing

plan. The Applicants represent that the exercise of fiduciary authority

by any of these parties to cause the plan to invest in certificates

representing an interest in the trust would violate section 406(b)(1),

and in some cases section 406(b)(2), of the Act.

Moreover, the Applicants represent that to the extent there is a

plan asset ``look through'' to the underlying assets of a trust, the

investment in certificates by a plan covering employees of an obligor

under receivables contained in a trust may be prohibited by sections

406(a) and 407(a) of the Act.

After consideration of the issues involved, the Department has

determined to provide the limited sections 406(b) and 407(a) relief as

specified in the proposed exemption.

NOTICE TO INTERESTED PERSONS: The Applicants represent that because

those potentially interested participants and beneficiaries cannot all

be identified, the only practical means of notifying such participants

and beneficiaries of this proposed exemption is by the publication of

this notice in the Federal Register. Comments and requests for a

hearing must be received by the Department not later than 30 days from

the date of publication of this notice of proposed exemption in the

Federal Register.

FOR FURTHER INFORMATION CONTACT: Gary Lefkowitz of the Department,

telephone (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 30th day of August, 1994.

Ivan Strasfeld,

Director of Exemption Determinations, Pension and Welfare Benefits

Administration, U.S. Department of Labor.

[FR Doc. 94-21772 Filed 9-1-94; 8:45 am]

BILLING CODE 4510-29-P