2012 Individual Exemptions

PTE 2012-01

D-11676

G: 77 FR 2761 (01/19/12)

P: 76 FR 59434 (09/26/11)

The Kemper Corporation Pension Plan (the Plan)

Permits, effective September 1, 2011, the one-time, in kind contribution of shares of the common stock of Intermec, Inc. to the Plan by the Kemper Corporation, a party in interest with respect to the Plan.

PTE 2012-02

D-11683

G: 77 FR 2763 (01/19/12)

P: 76 FR 70505 (11/14/11)

First Federal Bancshares of Arkansas, Inc. Employees’ Savings and Profit Sharing Plan (the Plan)

Permits, effective May 10, 2011, (1) the acquisition of certain rights (the Rights) by the Plan in connection with an offering (the Offering) of shares of the common stock of First Federal Bancshares of Arkansas, Inc., a party in interest with respect to the Plan; and (2) the holding of the Rights received by the Plan during the subscription period of the Offering.

PTE 2012-03

L-11647

G: 77 FR 2763 (01/19/12)

P: 76 FR 59441 (09/26/11)

R+L Carriers Shared Services, LLC (R+L)

Permits the reinsurance of risks, and receipt of premiums related therefrom, by Royal Assurance, Inc., in connection with insurance contracts sold by Unum Life Insurance Company of America (Unum), or any successor insurance company to Unum which is unrelated to R+L, to provide group life, short-term disability, and Accidental Death and Dismemberment insurance benefits to employees of the R+L Companies under an employee welfare benefit plan sponsored by R+L.

PTE 2012-04

D-11628

G: 77 FR 19340 (03/30/12)

P: 76 FR 77610 (12/13/11)

Aztec Well Servicing Company & Related Companies Medical Plan Trust (the Plan)

Permits the payment by the Plan to Basin Occupational & Urgent Care, LLC (BOUC), a party in interest with respect to the Plan, for the on-site provision to the Plan of urgent medical care and wellness services by a nurse-practitioner and a wellness coordinator employed by BOUC. Would also apply, effective July 1, 2010, to (1) the payment by the Plan’s participants to BOUC for medical services provided as a result of the inclusion of BOUC’s clinic, located in Farmington, New Mexico, as a network provider in the BlueCross BlueShield of New Mexico (BCBSNM) Network of Health Care Providers; and (2) the payment by the Plan to BCBSNM of the difference between BOUC’s fee and the participant’s co-pay, which difference is then transmitted by BCBSNM to BOUC.

PTE 2012-05

D-11637

G: 77 FR 19341 (30/30/12)

P: 76 FR 70496 (11/14/11)

HSBC North America (U.S.) Tax Reduction Investment Plan (the Plan)

Permits, effective March 2, 2009, the (1) acquisition of certain rights (the ADS Rights) by the Plan in connection with an offering (the Offering) of shares of stock in HSBC Holding, plc (Holding) by Holding, a party in interest with respect to the Plan; and (2) the holding of the ADS Rights received by the Plan during the subscription period of the Offering.

PTE 2012-06

D-11662

G: 77 FR 19342 (03/30/12)

P: 76 FR 77619 (12/13/11)

Retirement Program for Employees of EnPro Industries (the Plan)

Permits, effective July 15, 2011, to the in kind contribution to the Plan of a guaranteed investment contract, issued by the Metropolitan Life Insurance Company, an unrelated party, by EnPro Industries, Inc.

PTE 2012-07

D-11669

G: 77 FR 19342 (03/30/12)

P: 76 FR 77612 (12/13/11)

Genzyme Corporation 401(k) Plan (the Plan)

Permits, effective April 4, 2011, to (1) the acquisition by the Plan of contingent value rights (CVRs) as a result of the Plan's ownership of certain common stock (Genzyme Common Stock) in Genzyme Corporation (Genzyme), the Plan sponsor, in connection with (a) the purchase of shares (Shares) of Genzyme Common Stock pursuant to an exchange offer (the Exchange Offer) and a subsequent offer to the Exchange Offer by GC Merger Corp. (the Purchaser), a wholly-owned subsidiary of sanofi-aventis (Sanofi), a party in interest with respect to the Plan, and (b) the “short-form” merger of the Purchaser into Genzyme; (2) the continued holding of CVRs by the Plan; and (3) the resale of the CVRs by the Plan to Sanofi, pursuant to the exercise of repurchase rights available under certain circumstances specified in the Contingent Value Rights Agreement.

PTE 2012-08

D-11680

G: 77 FR 19344 (03/30/12)

P: 77 FR 3061 (01/20/12)

Citigroup Inc. (Citigroup)

Permits Citigroup and its current and future affiliates not to be precluded, as of December 1, 1010, from functioning as a “qualified professional asset manager” (QPAM), pursuant to Prohibited Transaction Exemption (PTE) 84-14, solely because of a failure to satisfy section I(g) of PTE 84-14, as a result of Citigroup’s affiliation with Citibank Belgium SA, an entity convicted of six counts of criminal activity in Belgium.

PTE 2012-09

D-11673

G: 77 FR 19836 (04/02/12)

P: 77 FR 2798 (01/19/12)

BlackRock, Inc. (BlackRock) and its Investment Advisory, Investment Management and Broker-Dealer Affiliates and Their Successors

This exemption results from BlackRock’s acquisition of BGI, N.A. (BGI) from Barclays PLC. Upon BlackRock’s acquisition of BGI on December 1, 2009, BGI became a wholly owned subsidiary of BlackRock. The BlackRock/BGI entity presently manages approximately $500 billion in ERISA/FERSA assets. The post-acquisition shareholders of BlackRock are the PNC Financial Services Group and Barclays PLC (the Passive Shareholders). This exemption is a successor to the temporary exemptive relief previously provided by the Department to BlackRock regarding the acquisition (the Temporary Relief).

None of the Passive Shareholders control BlackRock/BGI or otherwise are deemed BlackRock affiliates. As a result, none of the statutory or administrative class exemptions that are applicable to affiliates remedy potential prohibited transactions. Despite the Passive Shareholders not being affiliates or being deemed to control BlackRock/BGI, potential prohibited transactions may still result from the collective economic and ownership interests of the Passive Shareholders.

The exemption relies upon the overarching structure created by the Temporary Relief. The overarching structure of the proposed exemption is founded upon compliance with five sets of general conditions: (a) modified conditions derived from PTE 84-14 (sometimes referred to as the QPAM Exemption); (b) restrictions on the compensation of BlackRock managers; (c) the establishment and implementation of policies and procedures; (d) the appointment by BlackRock of an Exemption Compliance Officer; and (e) the retention by BlackRock of an Independent Monitor. This unique overarching structure constitutes a comprehensive compliance function and an independent monitor, each of which work together for the benefit of plans and their participants and beneficiaries.

The overarching structure sits on top of an agreed upon twenty three specific transaction types (each a Covered Transaction). Each Covered Transaction has its own set of additional conditions deemed suitable for it in light of the nature of the transaction. Many of the conditions for individual Covered Transactions are derived from statutory exemptions, administrative class exemptions or administrative individual exemptions frequently relied upon by fiduciaries and parties in interest (sometimes affiliated and sometimes not) to exempt similar transactions. The Covered Transactions range from relatively mechanical transactions such as securities lending to more complex transactions such as syndicated loans. The subject transactions are basically the same as those described in the temporary exemption, except that several exemptions designed to undo previously entered into transactions were not carried over into this new proposal.

PTE 2012-10

D-11655

G: 77 FR 23756 (04/20/12)

P: 77 FR 3038 (01/20/12)

Permits, effective January 1, 2012, (1) the direct or indirect acquisition by the IRA of a Renaissance employee participant (Participant) or the spouse (Spouse) of such Participant of interests in a Renaissance-established Medallion Master Fund through the IRA’s investment in the New Medallion Feeder Fund or New Kaleidscope (another feeder fund) (together, the New Medallion Vehicles), which will be created to hold plan assets; (2) the acquisition by the Participant’s or Spouse’s IRA of additional interests in the New Medallion Vehicles; and (3) the redemption, by the Participant’s or Spouse’s IRA of all or a portion of their respective interests in the New Medallion Vehicles. Exemptive relief from ERISA section 406(a)(1)(A) and (D) and the corresponding provisions of the Code has been provided for the Participant’s IRA because the covered transactions bear many characteristics that are similar to an employee pension plan, as defined under section 3(2) of ERISA. With respect to a Spouse’s IRA, exemptive relief has been provided from the Code provisions of section 4975(c)(1)(A) and (D) only.

Proposal

D-11677

FR Citation: 77 FR 3052 (01/20/12)

Weyerhaeuser Company (Weyerhaeuser) and Federalway Asset Management LP (Newco)

Would permit:  (1) from the date of the publication of the final exemption, the in-kind contribution to the Weyerhaeuser Company Master Retirement Trust (the Master Trust) in which the Weyerhaeuser Pension Plan (the Plan) is currently the sole participant, by Weyerhaeuser, a party in interest with respect to the Plan, of a bundle of assets owned by Weyerhaeuser Asset Management LLC, a wholly-owned subsidiary of Weyerhaeuser, including potential royalty payments; and (2) from the date of the publication of the final exemption and for a period of five (5) years, thereafter from section 406(a)(1)(A) – (D) of the Act and the corresponding provisions of the Code (QPAM-like relief) for any transactions between the Master Trust and:  (a) parties in interest with respect to the Plan and any other employee benefit plans sponsored by Weyerhaeuser whose assets are invested in the Master Trust in the future, and (b) any transactions between a party in interest and any employee benefit plan or any employee benefit plans (the Client Plan(s)), where such Client Plan is invested in an account separately managed by Newco, or in a collective investment vehicle managed by Newco whose assets are treated as plan assets under section 3(42) of the Act.

Proposal

D-11582

FR Citation: 77 FR 19346 (03/30/12)

South Plains Financial, Inc. Employee Stock Ownership Plan (the Plan)

Would apply (1) effective December 17, 2008, to the acquisition and holding by the Plan of certain interests (the LLC Interests) in SPFI Investment Group, LLC (the LLC), a former wholly owned subsidiary of the Plan sponsor, South Plains Financial, Inc. (SPF), which were distributed as dividends to the Plan as a shareholder of SPF; and (2) the proposed redemption by the LLC of the LLC Interests held by the Plan.

Proposal

D-11668

FR Citation: 77 FR 19352 (03/30/12)

TIB Financial Corp. Employee Stock Ownership Plan (the Plan)

Would permit (1) effective December 17, 2010 through January 18 2011, the acquisition of certain stock rights (the Rights) by the Plan in connection with, and under the terms and conditions of, a Rights offering (the Offering) by TIB Financial Corp., the Plan sponsor and a party in interest with respect to the Plan; and (2) the holding of the Rights by the Plan during the subscription period of the Offering.

Proposal

D-11679

FR Citation: 76 FR 70503 (11/14/11)

O: 77 FR 19338 (03/30/12) (Amendment)

Sammons Enterprises, Inc. Employee Stock Ownership Plan (the ESOP)

This matter involves an amendment to the proposed exemption that was published in the Federal Register on November 14, 2011 at 76 FR 70503. One of the conditions in the proposal requires the annual allocation of stock held in the ESOP’s suspense account to every participant (approximately 1,700) at the maximum level permitted under the Code. Although Sammons Enterprises, Inc. (Sammons), the ESOP sponsor, has made the maximum annual allocation during the past two plan years, this maximum annual allocation is not required by the terms of the plan. Because Sammons wants the leeway of not making the maximum annual allocations and because this proposed condition is not needed to make the required ERISA section 408(a) findings, we have re-proposed the exemptive relief.

The proposal would permit GreatBanc, the independent fiduciary, to make the personal holding company “consent dividend” election, under section 565 of the Code, on behalf of the non-leveraged ESOP, which owns 99.9% of Sammons. Because of the passive income received by Sammons (e.g., income derived through the renting of industrial equipment and income generated from its hospitality subsidiary), the company is subject to a 15% surtax, over and above its ordinary income tax liability, on its undistributed personal holding company income. The election would relieve Sammons from this additional tax while permitting the company to retain these tax-savings to fund future growth. The ESOP will not incur an economic detriment by participating in the consent dividend process because the ESOP would not be foregoing the option of receiving current cash dividends by electing to receive the phantom dividends. Because of the deemed contribution of capital by the ESOP to Sammons (i.e., use of plan assets), the proposal would provide exemptive relief under ERISA sections 406(a)(1)(A) and (D) and 406(b)(1) and (2) as well as the corresponding provisions of the Code.