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Federal Register / Vol. 67, No.

154 / Friday, August 9, 2002 / Notices 51885

Commission percentages Commission percentages


based on hospital-paid pre- based on participant-paid
Hospital miums % paid premiums %

Life LTD Life LTD

23.18 61.51 15.30 0.00

• Step 5—Allocate the amount available for the Patronage Dividend based upon the Step 4 percentages.

Allocation of patronage dividends to hospital-paid premiums Allocation of patronage divi-


dends to participant-paid
premiums
Hospital Life LTD
Life LTD

A ........................................................................................................................... $4,851 $0 $4,116 $0


B ........................................................................................................................... 13,083 20,937 2,247 0
C .......................................................................................................................... 9,345 33,664 18,334 0
D .......................................................................................................................... 9,345 22,428 9,345 0
E ........................................................................................................................... 14,952 59,830 0 0

51,576 136,042 34,042 0

(To compute the Patronage Dividend amount (3) The proposed exemptions, if granted, Security Act of 1974 (the Act) and/or
that is attributable to Participant-Paid will be supplemental to, and not in the Internal Revenue Code of 1986 (the
Premiums for Life Insurance, under Hospital derogation of, any other provisions of the Act Code).
A, the $5,500 commission attributable to and/or the Code, including statutory or A notice was published in the Federal
Participant-Paid Premiums for Life Insurance administrative exemptions and transitional
is divided by the $297,500 Total Commission
Register of the pendency before the
rules. Furthermore, the fact that a transaction
payable to CHCA. The quotient, 1.85%, is is subject to an administrative or statutory Department of a proposal to grant such
then multiplied by the $222,500 amount exemption is not dispositive of whether the exemption. The notice set forth a
available for the Patronage Dividend to arrive transaction is in fact a prohibited transaction; summary of facts and representations
at the product, $4,116. The amounts for and contained in the application for
Hospitals B–E are also similarly calculated.) (4) The proposed exemptions, if granted, exemption and referred interested
• Step 6—CHCA will send a check to the will be subject to the express condition that persons to the application for a
insurance carrier for $34,042 with the material facts and representations complete statement of the facts and
instructions to allocate the amount on a per contained in each application are true and representations. The application has
Hospital basis that will be applied against the complete, and that each application
employee Participants’ premium rate been available for public inspection at
accurately describes all material terms of the
schedule. CHCA will also request written transaction which is the subject of the the Department in Washington, DC. The
confirmation from the insurer that the exemption. notice also invited interested persons to
Premium Adjustment has been made. Signed at Washington, DC, this 6th day of submit comments on the requested
August, 2002. exemption to the Department. In
General Information
Ivan Strasfeld, addition the notice stated that any
The attention of interested persons is interested person might submit a
directed to the following: Director of Exemption Determinations,
Pension and Welfare Benefits Administration, written request that a public hearing be
(1) The fact that a transaction is the subject
of an exemption under section 408(a) of the Department of Labor. held (where appropriate). The applicant
Act and/or section 4975(c)(2) of the Code has represented that it has complied
[FR Doc. 02–20205 Filed 8–8–02; 8:45 am]
does not relieve a fiduciary or other party in with the requirements of the notification
BILLING CODE 4510–29–P
interest or disqualified person from certain to interested persons. No requests for a
other provisions of the Act and/or the Code, hearing were received by the
including any prohibited transaction Department. Public comments were
provisions to which the exemption does not DEPARTMENT OF LABOR
received by the Department as described
apply and the general fiduciary responsibility in the granted exemption.
provisions of section 404 of the Act, which, Pension and Welfare Benefits
Administration The notice of proposed exemption
among other things, require a fiduciary to
discharge his duties respecting the plan
was issued and the exemption is being
[Prohibited Transaction Exemption 2002– granted solely by the Department
solely in the interest of the participants and 35; Exemption Application No. D–10987]
beneficiaries of the plan and in a prudent because, effective December 31, 1978,
fashion in accordance with section section 102 of Reorganization Plan No.
Grant of Individual Exemptions;
404(a)(1)(b) of the Act; nor does it affect the 4 of 1978, 5 U.S.C. App. 1 (1996),
Metropolitan Life Insurance Company
requirement of section 401(a) of the Code that transferred the authority of the Secretary
the plan must operate for the exclusive (MetLife)
of the Treasury to issue exemptions of
benefit of the employees of the employer AGENCY: Pension and Welfare Benefits the type proposed to the Secretary of
maintaining the plan and their beneficiaries; Administration, Labor. Labor.
(2) Before an exemption may be granted
under section 408(a) of the Act and/or ACTION: Grant of individual exemption. Statutory Findings
section 4975(c)(2) of the Code, the
Department must find that the exemption is SUMMARY: This document contains an In accordance with section 408(a) of
administratively feasible, in the interests of exemption issued by the Department of the Act and/or section 4975(c)(2) of the
the plan and of its participants and Labor (the Department) from certain of Code and the procedures set forth in 29
beneficiaries, and protective of the rights of the prohibited transaction restrictions of CFR Part 2570, Subpart B (55 FR 32836,
participants and beneficiaries of the plan; the Employee Retirement Income 32847, August 10, 1990) and based upon

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51886 Federal Register / Vol. 67, No. 154 / Friday, August 9, 2002 / Notices

the entire record, the Department makes Conning Common Shares pursuant to a such securities; and (3) the payment to
the following findings: Tender Offer and (ii) all holders of the General Partner, by Plans
(a) The exemption is administratively Cancelled Conning Shares. participating in the Partnership, of an
feasible; (f) The Separate Account paid no incentive fee (the Performance Fee)
(b) The exemption is in the interests commissions, fees or other expenses which is intended to reward the General
of the plan and its participants and with respect to the exchange of the Partner for the superior performance of
beneficiaries; and Cancelled Conning Shares for cash. investments in the Partnership.
(c) The exemption is protective of the (g) After the expiration of the Tender This exemption is subject to the
rights of the participants and Offer and the consummation of the following conditions as set forth below
beneficiaries of the plan. Merger, the Separate Account delivered in Section II.
certificates representing the Cancelled
Metropolitan Life Insurance Company Conning Shares to the Disbursing Agent Section II. General Conditions
(MetLife) Located in New York, NY to exchange with MetLife and its (a) Prior to a Plan’s investment in the
[Prohibited Transaction Exemption 2002–35; affiliates for cash. Partnership, a Plan fiduciary which is
Exemption Application No. D–10987] (h) The terms of the exchange were no independent of TBFC and its affiliates
less favorable to the Separate Account (the Independent Fiduciary) approves
Exemption
and the Plans than those obtainable in such investments on behalf of the Plan.
The restrictions of sections 406(a), an arm’s length transaction engaged in (b) Each Plan investing in the
406(b)(1) and (b)(2) and section 407(a) of by other similarly-situated holders of Partnership has total assets that are in
the Act (or ERISA) and the sanctions the Cancelled Conning Shares. excess of $50 million.
resulting from the application of section EFFECTIVE DATE: This exemption is (c) No Plan may invest more than 10
4975 of the Code, by reason of section effective from January 20, 2000 until percent of its assets in the Partnership,
4975(c)(1)(A) through (E) of the Code, May 18, 2000. and the interests held by the Plan may
shall not apply, effective January 20, For a more complete statement of the not exceed 25 percent of the assets of
2000 until May 18, 2000, to (1) the facts and representations supporting the the Partnership.
holding, by MetLife Separate Account Department’s decision to grant this (d) No Plan may invest more than 25
R.I. (the Separate Account), an index exemption, refer to the notice of percent of its assets in investment
fund managed by MetLife which holds proposed exemption published on May vehicles (i.e., collective investment
plan assets, of 523 shares of common 22, 2002 at 67 FR 36034. funds or separate accounts) managed or
stock (the Common Shares), issued by FOR FURTHER INFORMATION CONTACT: Ms. sponsored by TBFC and/or its affiliates.
the Conning Corporation (Conning), an Jan D. Broady of the Department, (e) Prior to investing in the
affiliate of MetLife; (2) the acquisition, telephone (202) 693–8556. (This is not Partnership, each Independent
by MetLife, of certain certificates, a toll-free number.) Fiduciary contemplating investing
representing 523 shares of cancelled therein receives a Private Placement
Conning Common Shares (the Cancelled The Banc Funds Company, LLC (TBFC) Memorandum and its supplement
Conning Shares), from the Separate Located in Chicago, IL containing descriptions of all material
Account, pursuant to the terms of a [Prohibited Transaction Exemption 2002–36; facts concerning the purpose, structure
tender offer (the Tender Offer) and Exemption Application No. D–11083] and the operation of the Partnership.
merger agreement; and (3) the delivery (f) An Independent Fiduciary which
of the certificates representing the 523 Exemption expresses further interest in the
Cancelled Conning Shares to Section I. Covered Transactions Partnership receives a copy of the
ChaseMellon Shareholder Services, LLC The restrictions of sections 406(a) and Partnership Agreement describing the
(the Disbursing Agent), in exchange for 406(b) of the Act and the sanctions organizational principles, investment
certain cash consideration. resulting from the application of section objective and administration of the
This exemption is subject to the 4975 of the Code, by reason of section Partnership, the manner in which the
following conditions: 4975(c)(1)(A) through (D) of the Code,1 Partnership interests may be redeemed,
(a) The decision by a Plan to invest in the manner in which Partnership assets
shall not apply, effective June 19, 2002,
the Separate Account was made by a are to be valued, the duties and
to (1) the purchase or redemption of
Plan fiduciary which was independent responsibilities of the General Partner,
interests in the Banc Fund VI L.P. (the
of MetLife and its affiliates. the rate of remuneration of the General
Partnership) by employee benefit plans
(b) At all times, the Conning Common Partner, and the conditions under which
(the Plans) investing in the Partnership,
Shares represented less than one the General Partner may be removed.
where TBFC, a party in interest with
percent of the assets of the Separate (g) If accepted as an investor in the
respect to the Plans, is the general
Account and less than one percent of Partnership, the Independent Fiduciary
partner of MidBanc VI, L.P., which is,
the value of the assets of the ERISA- is—
in turn, the general partner (the General
covered Plans investing therein. (1) Furnished with the names and
(c) The exchange of the Cancelled Partner) of the Partnership; (2) the sale,
addresses of all other participating Plan
Conning Shares by the Separate for cash or other consideration, by the
and non-Plan investors in the
Account was a one-time transaction for Partnership of certain securities that are
Partnership;
cash. held as Partnership assets to a party in (2) Required to acknowledge, in
(d) The Separate Account and the interest with respect to a Plan writing, prior to purchasing an interest
Plans received the fair market value for participating in the Partnership, where in the Partnership as a limited partner
each Cancelled Conning Share on the the party in interest proposes to acquire (the Limited Partner) that such
date of the exchange. or merge with the portfolio company Independent Fiduciary has received
(e) The consideration received by the (the Portfolio Company) that issued copies of such documents; and
Separate Account for its Cancelled 1 For purposes of this exemption, references to
(3) Required to acknowledge, in
Conning Shares was the same the provisions of Title I of the Act, unless otherwise
writing, to the General Partner that such
consideration that was received by (i) all specified, refer also to corresponding provisions of fiduciary is independent of TBFC and
shareholders who validly tendered their the Code. its affiliates, capable of making an

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Federal Register / Vol. 67, No. 154 / Friday, August 9, 2002 / Notices 51887

independent decision regarding the quotations or (where the same are capital gains of the Partnership,
investment of Plan assets, unavailable) determinations made by an provided such gains are based upon the
knowledgeable with respect to the Plan independent appraiser. sale of Portfolio Company securities that
in administrative matters and funding (l) In the case of the sale by the is initiated by a third party in
matters related thereto, and able to make Partnership of Portfolio Company connection with a merger, tender offer
an informed decision concerning securities to a party in interest with or acquisition, and does not involve the
participation in the Partnership. respect to a participating Plan that exercise of discretion by the General
(h) Each Plan receives the following occurs in connection with the Partner.
written disclosures from the General acquisition of a Portfolio Company (2) The tax distributions are deducted
Partner with respect to its ongoing represented in the Partnership’s from the Performance Fee.
participation in the Partnership: portfolio, the party in interest may not (3) The General Partner repays to the
(1) Within 90 days after the end of be the General Partner, TBFC, any Partnership any tax refund received to
each fiscal year of the Partnership as employer of a participating Plan, or any the extent a distribution has been made
well as at the time of termination, an affiliate thereof, and the Partnership to such General Partner.
annual financial report containing a receives the same terms as is offered to (4) The General Partner provides the
balance sheet for the Partnership as of other shareholders of a Portfolio Plans with an annual report and
the end of such fiscal year and a Company. accounting of all distributions and
statement of changes in the financial (m) As to each Plan, the total fees paid repayments attributable to income
position for the fiscal year, as audited to the General Partner and its affiliates taxation of the General Partner and its
and reported upon by independent, constitute no more than ‘‘reasonable affiliates, including written evidence
certified public accountants. The annual compensation’’ within the meaning of that the distributions have been utilized
reports will also disclose the section 408(b)(2) of the Act. exclusively to pay the income tax
remuneration that has accrued or is paid (n) Any increase in the General liability.
to the General Partner. Partner’s Performance Fee is based upon (p) The General Partner maintains, for
(2) Within 60 days after the end of a predetermined percentage of net a period of six years, the records
each quarter (except in the last quarter) realized gains minus net unrealized necessary to enable the persons
of each fiscal year of the Partnership, an losses determined annually between the described in paragraph (q) of this
unaudited quarterly financial report date the first contribution is made to the Section II to determine whether the
consisting of at least a balance sheet for Partnership until the time the conditions of this exemption have been
the Partnership as of the end of such Partnership disposes of its last met, except that—
quarter and a profit and loss statement investment. In this regard, (1) A prohibited transaction will not
for such quarter. The quarterly report (1) Except as provided below in be considered to have occurred if, due
will also specify the remuneration that Section II(o), no part of the General to circumstances beyond the control of
is actually paid or accrued to the Partner’s Performance Fee may be the General Partner, the records are lost
General Partner. withdrawn before December 31, 2007, or destroyed prior to the end of the six
(3) Such other written information as which represents the end of the year period; and
may be needed by the Plans (including Acquisition Phase for the Partnership, (2) No party in interest other than the
copies of the proposed exemption and and not until Plans have received General Partner shall be subject to the
grant notice describing the exemptive distributions equal to 100 percent of civil penalty that may be assessed under
relief provided herein). their capital contributions made to the section 502(i) of the Act, or to the taxes
(i) At least annually, the General Partnership. imposed by section 4975(a) and (b) of
Partner will hold a meeting of the (2) Prior to the termination of the the Code, if the records are not
Partnership, at which time, the Partnership, no more than 75 percent of maintained, or are not available for
Independent Fiduciaries of the the Performance Fee credited to the examination as required by paragraph
participating Plans will have the General Partner may be withdrawn by (q) below.
opportunity to decide on whether the the Partnership. (q)(1) Except as provided in section
Partnership and/or the General Partner (3) The debit account established for (q)(2) of this paragraph and
should be terminated as well as discuss the General Partner to calculate the notwithstanding any provisions of
any aspect of the Partnership and the Performance Fee (the Performance Fee subsections (a)(2) and (b) of section 504
agreements promulgated thereunder Account) is credited annually with a of the Act, the records referred to in
with the General Partner. predetermined percentage of net paragraph (p) of this Section II shall be
(j) During each year of the realized gains minus net unrealized unconditionally available at their
Partnership, representatives of the losses, minus Performance Fee customary location during normal
General Partner will be available to distributions. business hours by:
confer by telephone or in person with (4) No portion of the Performance Fee (A) Any duly authorized employee or
Independent Fiduciaries of participating may be withdrawn if the Performance representative of the Department or the
Plans to discuss matters concerning the Fee Account is in a deficit position. Internal Revenue Service;
Partnership. (5) The General Partner repays all (B) Any Independent Fiduciary of a
(k) The terms of all transactions that deficits in its Performance Fee Account participating Plan or any duly
are entered into on behalf of the and it maintains a 25 percent cushion in authorized representative of such
Partnership remain at least as favorable such account prior to receiving any Independent Fiduciary;
to a Plan investing in the Partnership as further distribution. (C) Any contributing employer to any
those obtainable in arm’s length (o) During the Acquisition Phase of participating Plan or any duly
transactions with unrelated parties. In the Partnership only, authorized employee representative of
this regard, the valuation of assets in the (1) The General Partner is entitled to such employer; and
Partnership that is done in connection take distributions with respect to the (D) Any participant or beneficiary of
with the distribution of any part of the Performance Fee in the amount of any any participating Plan, or any duly
General Partner’s Performance Fee will income tax liability it or its affiliates authorized representative of such
be based upon independent market become subject to with respect to net participant or beneficiary.

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51888 Federal Register / Vol. 67, No. 154 / Friday, August 9, 2002 / Notices

(q)(2) None of the persons described Department’s decision to grant this provisions of the Act and/or the Code,
above in subparagraphs (B)–(D) of this exemption, refer to the notice of including statutory or administrative
paragraph shall be authorized to proposed exemption published on June exemptions and transactional rules.
examine the trade secrets of the General 6, 2002 at 67 FR 39053. Furthermore, the fact that a transaction
Partner or TBFC or commercial or Written Comments
is subject to an administrative or
financial information which is statutory exemption is not dispositive of
privileged or confidential. The Department received one written whether the transaction is in fact a
comment with respect to the proposed prohibited transaction; and
Section III. Definitions exemption and no requests for a public (3) The availability of this exemption
For purposes of this exemption, hearing. The comment, which was is subject to the express condition that
(a) The term ‘‘TBFC’’ means The Banc submitted by TBFC, requests that the the material facts and representations
Funds Company, LLC and any affiliate exemption be made effective as of June contained in the application accurately
of TBFC as defined in paragraph (b) of 19, 2002 since a preliminary closing describes all material terms of the
Section III. occurred on that date. In response to the transaction which is the subject of the
(b) An ‘‘affiliate’’ of TBFC includes — TBFC’s comment, the Department has exemption.
(1) Any person directly or indirectly made the final exemption effective as of
through one or more intermediaries, the June 19, 2002 closing date. Signed at Washington, DC, this 6th day of
August, 2002.
controlling, controlled by, or under Accordingly, after giving full
common control with TBFC. consideration to the entire record, Ivan Strasfeld,
(2) Any officer, director or partner in including the comment, the Department Director of Exemption Determinations,
such person, and has determined to grant the exemption Pension and Welfare Benefits Administration,
(3) Any corporation or partnership of as modified above. For further Department of Labor.
which such person is an officer, director information regarding the comment and [FR Doc. 02–20204 Filed 8–8–02; 8:45 am]
or a 5 percent partner or owner. other matters discussed herein, BILLING CODE 4510–29–P
(c) The term ‘‘control’’ means the interested persons are encouraged to
power to exercise a controlling obtain copies of the exemption
influence over the management or application file (Exemption Application NATIONAL AERONAUTICS AND
policies of a person other than an No. D–11083) the Department is SPACE ADMINISTRATION
individual. maintaining in this case. The complete [Notice (02–093)]
(d) An ‘‘Independent Fiduciary’’ is a application file, as well as the comment
Plan fiduciary which is independent of and all supplemental submissions NASA Advisory Council, Pioneer
TBFC and its affiliates and is either a received by the Department, are made Revolutionary Technology
Plan administrator, trustee, named available for public inspection in the Subcommittee; Meeting
fiduciary, as the recordholder of the Public Disclosure Room of the Pension
Limited Partner’s interest in the and Welfare Benefits Administration, AGENCY: National Aeronautics and
Partnership or an investment manager. Room N–1513, U.S. Department of Space Administration (NASA).
(e) The term ‘‘Portfolio Companies’’ Labor, 200 Constitution Avenue, NW., ACTION: Notice of meeting.
include commercial banks and other Washington, DC 20210.
depository institutions such as savings SUMMARY: In accordance with the
FOR FURTHER INFORMATION CONTACT: Ms.
banks, savings and loan associations, Jan D. Broady of the Department, Federal Advisory Committee Act, Public
holding companies controlling those telephone (202) 693–8556. (This is not Law 92–463, as amended, the National
entities, and companies providing a toll-free number.) Aeronautics and Space Administration
financial services in the United States, announces a forthcoming meeting of the
which include, but are not limited to, General Information NASA Advisory Council, Aerospace
consumer finance companies and The attention of interested persons is Technology Advisory Committee
demutualizing life insurance directed to the following: (ATAC), Pioneer Revolutionary
companies. (1) The fact that a transaction is the Technology Subcommittee (PRTS).
(f) The term ‘‘net realized gains’’ subject of an exemption under section DATES: Wednesday, September 4, 2002,
refers to the excess of realized gains 408(a) of the Act and/or section 8:30 a.m. to 5:30 p.m.; and Thursday,
over realized losses. 4975(c)(2) of the Code does not relieve September 5, 2002, 8:30 a.m. to 12:30
(g) The term ‘‘net realized losses’’ a fiduciary or other party in interest or p.m.
refers to the excess of realized losses disqualified person from certain other ADDRESSES: National Aeronautics and
over realized gains. provisions to which the exemption does Space Administration, Room 6H46, 300
(h) The term ‘‘net unrealized losses’’ not apply and the general fiduciary E Street, SW, Washington, DC 20546.
refer to the excess of unrealized losses responsibility provisions of section 404
over unrealized gains. FOR FURTHER INFORMATION CONTACT: Ms.
of the Act, which among other things
(i) The term ‘‘net unrealized gains’’ require a fiduciary to discharge his Mary-Ellen McGrath, Office of
refers to the excess of unrealized gains duties respecting the plan solely in the Aerospace Technology, National
over unrealized losses. For a gain or loss interest of the participants and Aeronautics and Space Administration,
to be ‘‘realized,’’ an asset of the beneficiaries of the plan and in a Washington, DC 20546–0001, 202/358–
Partnership must be sold for more than prudent fashion in accordance with 4729.
or less than its acquisition price. For a section 404(a)(1)(B) of the Act; nor does SUPPLEMENTARY INFORMATION: The
gain or loss to be ‘‘unrealized,’’ the it affect the requirement of section meeting will be open to the public up
Partnership asset must increase or 401(a) of the Code that the plan must to the seating capacity of the room. The
decrease in value but not be sold. operate for the exclusive benefit of the agenda for the meeting is as follows:
EFFECTIVE DATE: This exemption is employees of the employer maintaining —Quality Review Process
effective as of June 19, 2002. the plan and their beneficiaries; —General Description of Program
For a more complete statement of the (2) This exemption is supplemental to —Actions from ATAC and NASA’s
facts and representations supporting the and not in derogation of, any other Response

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