Grant of Individual Exemptions; Wells Fargo Bank, N.A. (Wells Fargo), et al.

DEPARTMENT OF LABOR

[Prohibited Transaction Exemption 97-12; Exemption Application No. D-

10014, et al.]

Grant of Individual Exemptions; Wells Fargo Bank, N.A. (Wells

Fargo), et al.

AGENCY: Pension and Welfare Benefits Administration, Labor.

ACTION: Grant of individual exemptions.

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SUMMARY: This document contains exemptions issued by the Department of

Labor (the Department) from certain of the prohibited transaction

restrictions of the Employee Retirement Income Security Act of 1974

(the Act) and/or the Internal Revenue Code of 1986 (the Code).

Notices were published in the Federal Register of the pendency

before the Department of proposals to grant such exemptions. The

notices set forth a summary of facts and representations contained in

each application for exemption and referred interested persons to the

respective applications for a complete statement of the facts and

representations. The applications have been available for public

inspection at the Department in Washington, D.C. The notices also

invited interested persons to submit comments on the requested

exemptions to the Department. In addition the notices stated that any

interested person might submit a written request that a public hearing

be held (where appropriate). The applicants have represented that they

have complied with the requirements of the notification to interested

persons. No public comments and no requests for a hearing, unless

otherwise stated, were received by the Department.

The notices of proposed exemption were issued and the exemptions

are being granted solely by the Department because, effective December

31, 1978, section 102 of Reorganization Plan No. 4 of 1978 (43 FR

47713, October 17, 1978) transferred the authority of the Secretary of

the Treasury to issue exemptions of the type proposed to the Secretary

of Labor.

Statutory Findings

In accordance with section 408(a) of the Act and/or section

4975(c)(2) of the Code and the procedures set forth in 29 CFR Part

2570, Subpart B (55 FR 32836, 32847, August 10, 1990) and based upon

the entire record, the Department makes the following findings:

(a) The exemptions are administratively feasible;

(b) They are in the interests of the plans and their participants

and beneficiaries; and

(c) They are protective of the rights of the participants and

beneficiaries of the plans.

Wells Fargo Bank, N.A. (Wells Fargo) Located in San Francisco, CA

[Prohibited Transaction Exemption (PTE) 97-12; Exemption Application

No. D-10014]

Exemption

Section I. Covered Transactions

The restrictions of section 406(a) of the Act and the sanctions

resulting from the application of section 4975 of the Code, by reason

of section 4975(c)(1)(A) through (D) of the Code, shall not apply,

effective October 1, 1995, to the purchase or redemption of shares by

an employee benefit plan (the Plan), in certain mutual funds that are

either affiliated with Wells Fargo (the Affiliated Funds) or are

unaffiliated with Wells Fargo (the Third Party Funds)*, in connection

with the participation by the Plan in the Wells Fargo Portfolio Advisor

Program (the Portfolio Advisor Program).

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* The Affiliated Funds and the Third Party Funds are

collectively referred to herein as the Funds.

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In addition, the restrictions of section 406(b) of the Act and the

sanctions resulting from the application of section 4975 of the Code,

by reason of section 4975(c)(1) (E) and (F) of the Code, shall not

apply, effective October 1, 1995, to the provision, by Wells Fargo, of

asset allocation services to an independent fiduciary of a

participating Plan (the Independent Fiduciary) or to a participant (the

Directing Participant) of a Plan covered under the provisions of

section 404(c) of the Act (the Section 404(c) Plan) which may result in

the selection of portfolios by the Independent Fiduciary or the

Directing Participant in the Portfolio Advisor Program for the

investment of Plan assets.

This exemption is subject to the conditions set forth below in

Section II.

Section II. General Conditions

(a) The participation by each Plan in the Portfolio Advisor Program

is

[[Page 7276]]

approved by an Independent Fiduciary or Directing Participant, in the

case of a Section 404(c) Plan, and, with the exception of Wells Fargo

master and prototype plans, no Plan investing therein is sponsored or

maintained by Wells Fargo and/or its affiliates with respect to their

own employees.

(b) As to each Plan, the total fees that are paid to Wells Fargo

and its affiliates constitute no more than reasonable compensation for

the services provided.

(c) With the exception of distribution-related fees pursuant to

Rule 12b-1 (the 12b-1 Fees) of the Investment Company Act of 1940 which

are offset, no Plan pays a fee or commission by reason of the

acquisition or redemption of shares in the Funds.

(d) The terms of each purchase or redemption of shares in the Funds

remain at least as favorable to an investing Plan as those obtainable

in an arm's length transaction with an unrelated party.

(e) Wells Fargo provides written documentation to each Plan's

Independent Fiduciary or Directing Participant of its recommendations

or evaluations with respect to the Affiliated Funds or the Third Party

Funds based upon objective criteria.

(f) Any recommendation or evaluation made by Wells Fargo to an

Independent Fiduciary or Directing Participant is implemented only at

the express direction of such Independent Fiduciary or Directing

Participant.

(g) The quarterly fee that is paid by a Plan to Wells Fargo and its

affiliates for asset allocation and related services (the Outside Fee)

rendered to such Plan under the Portfolio Advisor Program is offset by

all gross investment management fees (the Advisory Fees) and

administrative fees (the Administrative Fees) received from the

Affiliated Funds by Wells Fargo, its affiliates, its former affiliates

and unrelated parties, including all 12b-1 Fees and Administrative Fees

that are paid by the Affiliated Funds to Stephens Inc. and all 12b-1

Fees that Wells Fargo receives from the Third Party Funds, such that

the sum of the offset and the net Outside Fee will always equal the

Outside Fee and the selection of Affiliated or Third Party Funds will

always be revenue-neutral.

(h) With respect to its participation in the Portfolio Advisor

Program, prior to purchasing shares in the Affiliated Funds and the

Third Party Funds,

(1) Each Independent Fiduciary receives the following written or

oral disclosures from Wells Fargo:

(A) A brochure describing the Portfolio Advisor Program; a

Portfolio Advisor Program Account Agreement; a description of the

allocation models (the Allocation Models); and a reference guide/

disclosure statement providing details about the Portfolio Advisor

Program, the fees charged thereunder, the procedures for establishing,

making additions to and withdrawing from Portfolio Advisor Program

Accounts (the Accounts); and other related information.

(B) A risk tolerance and goal analysis questionnaire (the

Questionnaire).

(C) Copies of applicable prospectuses (the Prospectuses) for the

Funds discussing the investment objectives of the Funds; the policies

employed to achieve these objectives; the corporate affiliation

existing between Wells Fargo and its affiliates; the compensation paid

to such entities; disclosures relating to rebalancing and reallocating

Allocation Models; and information explaining the risks attendant to

investing in the Affiliated Funds or the Third Party Funds.

(D) Upon written or oral request to Wells Fargo, a Statement of

Additional Information supplementing the applicable Prospectus, which

describes the types of securities and other instruments in which the

Funds may invest, the investment policies and strategies that the Funds

may utilize, including a description of the risks.

(E) A copy of the agreement between the Plan and Wells Fargo

relating to such Plan's participation in the Portfolio Advisor Program.

(F) A written recommendation of a specific Allocation Model

together with a copy of the Questionnaire and response.

(G) Upon written request to Wells Fargo, a copy of its investment

advisory agreement and sub-advisory agreement pertaining to the

Affiliated Funds as well as its distribution agreement pertaining to

the Third Party Funds.

(H) Copies of the proposed exemption and grant notice describing

the exemptive relief provided herein.

(I) Written disclosures of Wells Fargo's affiliation or

nonaffiliation with the parties who act as sponsors, distributors,

administrators, investment advisers and sub-advisers, custodians and

transfer agents of the Third Party Funds and the Affiliated Funds; and

(2) In the case of a Section 404(c) Plan,

(A) Wells Fargo provides each Directing Participant or Independent

Fiduciary (for dissemination to the Directing Participant) with copies

of the documents described above in paragraphs (h)(1) (A)-(I); and,

(B) In addition to the written disclosures, an explanation will be

provided to the Independent Fiduciary, upon request, by a Wells Fargo

representative (the Wells Fargo Representative) regarding the services

offered under the Portfolio Advisor Program, including the operation

and objectives of the Funds. Such information will be given to either

the Independent Fiduciary or the Directing Participant.

(3) If accepted as an investor in the Portfolio Advisor Program, an

Independent Fiduciary or Directing Participant is required to

acknowledge, in writing, to Wells Fargo, prior to purchasing shares of

the Funds that such Independent Fiduciary or Directing Participant has

received copies of the documents described in paragraph (h)(1) of this

Section II.

(4) With respect to a Title I Plan that does not permit

participant-directed investments as contemplated under section 404(c)

of the Act, written acknowledgement of the receipt of such documents is

provided by the Independent Fiduciary (i.e., the Plan administrator,

trustee, investment manager or named fiduciary, as the recordholder of

shares of the Funds.) Such Independent Fiduciary will be required to

represent in writing to Wells Fargo that such fiduciary is--

(A) Independent of Wells Fargo and its affiliates;

(B) Capable of making independent decisions regarding the

investment of Plan assets;

(C) Knowledgeable with respect to the Plan in administrative

matters and funding matters related thereto; and

(D) Able to make an informed decision concerning participation in

the Portfolio Advisor Program.

(5) With respect to a Section 404(c) Plan or a Plan that is covered

under Title II of the Act, the Directing Participant or the Independent

Fiduciary is required to acknowledge, in writing, receipt of such

documents and represent to Wells Fargo that such individual is--

(A) Independent of Wells Fargo and its affiliates;

(B) Knowledgeable with respect to the Plan in administrative

matters and funding matters related thereto; and,

(C) Able to make an informed decision concerning participation in

the Portfolio Advisor Program.

(i) Subsequent to its participation in the Portfolio Advisor

Program, each Independent Fiduciary receives the following written or

oral disclosures from Wells Fargo with respect to ongoing participation

in the Portfolio Advisor Program:

(1) Written confirmations of each purchase or redemption

transaction involving shares of an Affiliated Fund

[[Page 7277]]

or a Third Party Fund (including transactions resulting from the

realignment of assets caused by a change in the Allocation Model's

investment mix and from periodic rebalancing of Account assets).

(2) Telephone quotations of such Independent Fiduciary's Plan

Account balance.

(3) A periodic, but not less frequently than quarterly, statement

of Account specifying the net asset value of the Plan's assets in such

Account, a summary of purchase, sale and exchange activity and

dividends received or reinvested and a summary of cumulative realized

gains and/or losses.

(4) Semiannual and annual reports that include financial statements

for the Affiliated Funds and the Third Party Funds as well as the fees

paid to Wells Fargo and its affiliates.

(5) A quarterly newsletter or other report pertaining to the

applicable Allocation Model which describes the Allocation Model's

performance during the preceding quarter, market conditions and

economic outlook and, if applicable, prospective changes in Affiliated

Fund and Third Party Fund allocations for the Allocation Model and the

reasons therefor.

(6) At least annually, a written or oral inquiry from Wells Fargo

to ascertain whether the information provided on the Questionnaire is

still accurate and to determine if such information should be updated.

(7) At least annually, a termination form (the Termination Form) as

described below in Section II(l) and (m).

(j) In the case of a Section 404(c) Plan, the Independent Fiduciary

will decide whether the information described in

Section II(i) above is to be distributed by Wells Fargo to the

Directing Participants of such Plan or whether the Independent

Fiduciary will receive this information and then provide it to the

Directing Participants.

(k) If authorized in writing by the Independent Fiduciary or

Directing Participant, the Plan is automatically rebalanced on a

periodic basis by Wells Fargo to the Allocation Model previously

prescribed by the Independent Fiduciary or Directing Participant, if

one or more Fund allocations deviates from the Allocation Model

prescribed by the Independent Fiduciary or Directing Participant.

(l) In rebalancing a Plan,

(1) Wells Fargo is bound by the Allocation Model and is limited in

the degree of change that it can make to an Allocation Model's

investment mix.

(2) Wells Fargo is authorized to make changes in the mix of asset

classes in a Plan Account within a range of 0-15 percent (plus or

minus) for Stock and Bond Fund investments and within a range of 0-30

percent (plus or minus) for Money Market Fund investments without

obtaining the prior written approval of the Independent Fiduciary or

Directing Participant.

(3) Wells Fargo may not change the asset mix outside the authorized

limits unless it provides the Independent Fiduciary or Directing

Participant with 30 days' advance written notice of the proposed change

and gives the Independent Fiduciary or Directing Participant time to

elect not to have the change made.

(4) Wells Fargo may not divide a Fund sub-class unless it provides

30 days' advance written notice to the Independent Fiduciary or

Directing Participant of the proposed change and gives such individual

the opportunity to object to the change.

(5) Wells Fargo may not replace a Third Party Fund with an

Affiliated Fund.

(m) Although an Independent Fiduciary or Directing Participant may

withdraw from the Portfolio Advisor Program at any time, Wells Fargo

will provide such Independent Fiduciary or Directing Participant with

the Termination Form, at least annually, but in all cases where Wells

Fargo changes the asset mix outside of the current Allocation Model,

when a Fund sub-class is to be divided, when Wells Fargo determines

that it is in the best interest of the Plan or to use a Third Party

Fund instead of an Affiliated Fund and whenever the Outside Fee is

increased. Wells Fargo will provide such written notice to the

Independent Fiduciary or Directing Participant at least 30 days prior

to the implementation of the change.

(n) The instructions for the Termination Form must--

(1) State that the authorization is terminable at will by the

Independent Fiduciary or Directing Participant, without penalty to

such, upon receipt by Wells Fargo of written notice from the

Independent Fiduciary or Directing Participant; and

(2) Explain that any of the proposed changes noted above in

paragraph (m) of this Section, will go into effect if the Independent

Fiduciary or Directing Participant does not elect to withdraw by the

effective date.

(o) Wells Fargo maintains, for a period of six years, the records

necessary to enable the persons described in paragraph (p) of this

Section II to determine whether the conditions of this exemption have

been met, except that--

(1) A prohibited transaction will not be considered to have

occurred if, due to circumstances beyond the control of Wells Fargo

and/or its affiliates, the records are lost or destroyed prior to the

end of the six year period; and

(2) No party in interest other than Wells Fargo shall be subject to

the civil penalty that may be assessed under section 502(i) of the Act,

or to the taxes imposed by section 4975(a) and (b) of the Code, if the

records are not maintained, or are not available for examination as

required by paragraph (p) of this Section II below.

(p)(1) Except as provided in section (p)(2) of this paragraph and

notwithstanding any provisions of subsections (a)(2) and (b) of section

504 of the Act, the records referred to in paragraph (o) of this

Section II are unconditionally available at their customary location

during normal business hours by:

(A) Any duly authorized employee or representative of the

Department, the Internal Revenue Service or the Securities and Exchange

Commission;

(B) Any fiduciary of a participating Plan or any duly authorized

representative of such fiduciary;

(C) Any contributing employer to any participating Plan or any duly

authorized employee representative of such employer; and

(D) Any participant or beneficiary of any participating Plan, or

any duly authorized representative of such participant or beneficiary.

(p)(2) None of the persons described above in paragraphs (p)(1)(B)-

(p)(1)(D) of this paragraph (p) are authorized to examine the trade

secrets of Wells Fargo or commercial or financial information which is

privileged or confidential.

Section III. Definitions

For purposes of this exemption:

(a) The term ``Wells Fargo'' means Wells Fargo Bank, N.A. and any

affiliate of Wells Fargo, as defined in paragraph (b) of this Section

III.

(b) An ``affiliate'' of Wells Fargo includes----

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

intermediaries, controlling, controlled by, or under common control

with Wells Fargo.

(2) Any officer, director or partner in such person, and

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

officer, director or a 5 percent partner or owner.

(c) The term ``control'' means the power to exercise a controlling

influence over the management or policies of a person other than an

individual.

(d) The term ``Plan or Plans'' include Keogh plans (Keogh Plans),

cash or

[[Page 7278]]

deferred compensation plans (e.g., Plans qualified under section 401(k)

of the Code), profit sharing plans, pension and stock bonus plans,

individual retirement accounts (IRAs), salary reduction simplified

employee pension plans (SARSEPs), simplified employee pension plans

(SEP-IRAs), custodial account plans as described in section 403(b) of

the Code (Section 403(b) Plans), savings incentive match plans for

employees (SIMPLEs), and, in the case of a Section 404(c) Plan, the

individual account of a Directing Participant.

(e) The term ``Independent Fiduciary'' means a Plan fiduciary which

is independent of Wells Fargo and its affiliates and is either----

(1) A Plan administrator, trustee, investment manager or named

fiduciary, as the recordholder of shares of the Funds of a Section

404(c) Plan;

(2) An individual covered by a Keogh Plan which invests in shares

of the Funds;

(3) An individual covered under a self-directed IRA, SEP-IRA or

SARSEP, SIMPLE or Section 403(b) Plan which invests in shares of the

Funds;

(4) An employee, officer or director of Wells Fargo and/or its

affiliates covered by an IRA, a SEP-IRA or a SARSEP not subject to

Title I of the Act; or

(5) A Plan administrator, trustee, investment manager or named

fiduciary responsible for investment decisions in the case of a Title I

Plan that does not permit individual direction as contemplated by

Section 404(c) of the Act.

(f) The term ``Directing Participant'' is a participant in a Plan,

such as a Section 404(c) Plan, who is permitted under the terms of the

Plan to direct, and who elects to so direct the investment of the

assets of his or her account in such Plan.

For a more complete statement of the facts and representations

supporting the Department's decision to grant this exemption, refer to

the notice of proposed exemption (the Notice) on December 3, 1996 at 61

FR 64150.

Written Comments

The Department received one written comment with respect to the

Notice. The comment was submitted by Wells Fargo and is intended to

clarify the Notice in the following areas:

(1) Inclusion of Master and Prototype Plans in the Portfolio

Advisor Program. Section II(a) of the General Conditions states, in

part, that no Plan investing in the Portfolio Advisor Program may be

sponsored or maintained by Wells Fargo and/or its affiliates. Wells

Fargo wishes to clarify that this exclusion does not preclude the

participation in the Portfolio Advisor Program by a master or prototype

Plan sponsored by Wells Fargo and/or its affiliates. Rather, Wells

Fargo points out that the exclusion is limited to Plans sponsored by

Wells Fargo and its affiliates with respect to their own employees.

(2) Substitution of Term ``Wells Fargo Representative'' for ``Wells

Fargo Personal Financial Officer.'' Section II(H)(2)(B) of the General

Conditions states that a Wells Fargo Personal Financial Officer (the

Personal Financial Officer) will provide an explanation of the services

offered under the Portfolio Advisor Program, including the operation

and objectives of the Funds to an Independent Fiduciary or the

Directing Participant of a Section 404(c) Plan, upon request. Wells

Fargo requests that the term ``Personal Financial Officer'' be deleted

and that the term ``Wells Fargo Representative'' be substituted for

that term because the title ``Personal Financial Officer'' has been

changed. In addition, Wells Fargo requests that the term ``Wells Fargo

Representative'' be substituted throughout the Notice, particularly at

pages 64155 and 64157.

(3) Distribution of the Termination Form. Section II(m) of the

General Conditions requires, in part, that Wells Fargo provide an

Independent Fiduciary or a Directing Participant with a Termination

Form, at least annually, during the first quarter of each calendar

year. Wells Fargo requests that this condition be revised to require

annual distribution of the Termination Form without any requirement

that the Termination Form be delivered during the first calendar

quarter of each year. Wells Fargo states that the condition would then

be consistent with Representation 27 of the Notice which contains no

reference to distribution of the Termination Form within the first

quarter of each calendar year.

(4) Definition of the Term ``Plan or Plans.'' Section III(d) of the

Definitions covers the types of Plans that may invest in the Portfolio

Advisor Program. Wells Fargo requests that the term include Section

403(b) Plans as well as SIMPLEs. In addition, Wells Fargo wishes to

clarify that the term ``cash or deferred compensation plans'' includes

Plans qualified under Section 401(k) of the Code.

(5) Acronym for Wells Fargo Institutional Trust Company N.A.

(WFITC). In Representations 3 and 7 of the Summary of Facts and

Representations of the Notice, Wells Fargo notes that the letters ``I''

and ``T'' of the acronym ``WFITC'' have been transposed and should read

``WFITC'' instead of ``WFTIC.''

(6) Description of the Portfolio Advisor Program. The first

sentence of Footnote 9 of the Summary of Facts and Representations of

the Notice states that for any Allocation Model, not more than 30

percent of an investor's assets can be placed in the Money Market

Funds. Wells Fargo points out that this sentence is only applicable to

the sample Allocation Model shown in Table 4 of the Notice but it is

inapplicable to other Allocation Models which may hold more than 30

percent of their assets in Money Market Funds. Accordingly, Wells Fargo

requests that this sentence be deleted and states that the remaining

text is accurate.

Thus, after giving full consideration to the entire record,

including the written comment, the Department has made the

aforementioned changes to the Notice. In addition, the Department has

decided to grant the exemption subject to the modifications or

clarifications described above. The comment letter has been included as

part of the public record of the exemption application. The complete

application file, as well as all supplemental submissions received by

the Department, is made available for public inspection in the Public

Documents Room of the Pension and Welfare Benefits Administration, Room

N-5638, U.S. Department of Labor, 200 Constitution Avenue, N.W.,

Washington, D.C. 20210.

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

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

GE Capital Investment Advisors, Inc. Located in New York, New York

[Prohibited Transaction Exemption 97-13; Exemption Application No. D-

10318]

Exemption

GE Capital Investment Advisors, Inc. (GECIA) and GECIA Holdings,

Inc. (Holdings) shall not be precluded from functioning as a

``qualified professional asset manager'' pursuant to Prohibited

Transaction Class Exemption 84-14 (PTE 84-14, 49 FR 9494, March 13,

1984) solely because of a failure to satisfy section I(g) of PTE 84-14,

as a result of General Electric Company's ownership interest in them,

including any of their subsidiaries or successors which provides

investment advisory, management or related services and is registered

under the Securities and Exchange Act of 1934, as amended, or the

Investment Advisors Act of 1940, as amended; provided the following

conditions are satisfied:

(A) This exemption is not applicable to any affiliation by GECIA or

Holdings with any person or entity convicted of

[[Page 7279]]

any of the felonies described in part I(g) of PTE 84-14, other than

General Electric Company; and

(B) This exemption is not applicable with respect to any

convictions of General Electric Company for felonies described in part

I(g) of PTE 84-14 other than those involved in the G.E. Felonies,

described in the Notice of Proposed Exemption.

For a more complete statement of the facts and representations

supporting this exemption, refer to the notice of proposed exemption

published on November 25, 1996 at 61 FR 59912.

EFFECTIVE DATE: This exemption is effective as of January 29, 1996.

FOR FURTHER INFORMATION CONTACT: Mr. Ronald Willett of the Department,

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

Givens 401(k) Savings and Retirement Plan (the Plan) Located in

Chesapeake, VA

[Prohibited Transaction Exemption 97-14; Exemption Application No. D-

10364]

Exemption

The restrictions of sections 406(a), 406(b)(1) and (b)(2) of the

Act and the sanctions resulting from the application of section 4975 of

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

shall not apply to the purchase from the Plan of the Plan's interest in

a group annuity contract (the GAC Interest) by Givens, Incorporated, a

sponsor of the Plan; provided the following conditions are satisfied:

(a) The sale is a one-time transaction for cash;

(b) The Plan suffers no loss nor incurs any expense in connection

with the sale; and

(c) The Plan receives a purchase price of no less than the fair

market value of the GAC Interest as of the date of the sale.

For a more complete statement of the facts and representations

supporting this exemption, refer to the notice of proposed exemption

published on December 17, 1996 at 61 FR 66331.

FOR FURTHER INFORMATION CONTACT: Mr. Ronald Willett 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 or disqualified

person from certain other provisions to which the exemptions does not

apply and the general fiduciary responsibility provisions of section

404 of the Act, which among other things require a fiduciary to

discharge his duties respecting the plan solely in the interest of the

participants and beneficiaries of the plan and in a prudent fashion in

accordance with section 404(a)(1)(B) of the Act; nor does it affect the

requirement of section 401(a) of the Code that the plan must operate

for the exclusive benefit of the employees of the employer maintaining

the plan and their beneficiaries;

(2) These exemptions are supplemental to and not in derogation of,

any other provisions of the Act and/or the Code, including statutory or

administrative exemptions and transactional rules. Furthermore, the

fact that a transaction is subject to an administrative or statutory

exemption is not dispositive of whether the transaction is in fact a

prohibited transaction; and

(3) The availability of these exemptions is subject to the express

condition that the material facts and representations contained in each

application 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, D.C., this 12th day of February, 1997.

Ivan Strasfeld,

Director of Exemption Determinations, Pension and Welfare Benefits

Administration, U.S. Department of Labor.

[FR Doc. 97-3838 Filed 2-14-97; 8:45 am]

BILLING CODE 4510-29-P