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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)

Renaissance Technologies, LLC (Renaissance)

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.

PTE 2012-11

D-11579

G: 77 FR 32673 (06/01/12)

P: 76 FR 77598 (12/13/11)

Delaware Charter Guarantee & Trust Co. d\b\a Principal Trust Company; Principal Life Insurance Company and Any Affiliates, Thereof (Principal)

Permits, effective December 13, 2011, (a) the receipt of a fee by Principal, from an open-end investment company or open-end investment companies (Affiliated Fund(s)), in connection with the direct investment in shares of any such Affiliated Fund, by an employee benefit plan or by employee benefit plans, where Principal serves as a fiduciary with respect to such Client Plan, and where Principal: (1) provides investment advisory services, or similar services to any such Affiliated Fund; and (2) provides to any such Affiliated Fund other services (Secondary Service(s)); and (b) in connection with the indirect investment by a Client Plan in shares of an Affiliated Fund through investment in a pooled investment vehicle or pooled investment vehicles (Collective Fund(s)), where Principal serves as a fiduciary with respect to such Client Plan, the receipt of fees by Principal from: (1) an Affiliated Fund for the provision of investment advisory services, or similar services by Principal to any such Affiliated Fund; and (2) an Affiliated Fund for the provision of Secondary Services by Principal to any such Affiliated Fund.

PTE 2012-12

D-11677

G: 77 FR 32682 (06/01/12)

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

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

Permits: (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.

PTE 2012-13

D-11679

G: 77 FR 32685 (06/01/12)

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

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

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

Permits the personal holding company consent dividend election with respect to Sammons Enterprises, Inc., by the trustee of the ESOP.

PTE 2012-14

D-11517

G: 77 FR 45690 (08/01/12)

P: 76 FR 77594 (12/13/11)

JPMorgan Chase & Co. and Its Current and Future Affiliates and Subsidiaries (JPMorgan Chase)

Permits, effective February 1, 2008, to (1) the sale by a Plan of an Auction Rate Security, where such sales is unrelated to, and not made in connection with a Settlement Agreement; and (2) the sale by a Plan of an Auction Rate Security to JPMorgan Chase, where such sale is related to, and made in connection with a Settlement Agreement.

PTE 2012-15

D-11582

G: 77 FR 45692 (08/01/12)

P: 77 FR 19345 (03/30/12)

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

Permits (1) effective December 17, 2008, 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 (the Distribution) 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.

PTE 2012-16

D-11649

G: 77 FR 45693 (08/01/12)

P: 77 FR 32686 (06/01/12)

Meridian Medical Associates, S.C. Employees’ Retirement Plan and Trust (the Plan)

Permits: (1) the proposed purchase by the Plan from JMG Property, LLC (the LLC), a party in interest with respect to the Plan, of a 52% beneficial interest in a parcel of real property (the Annex) located in Joliet, Illinois, and (2) the lease by the Plan of a 52% beneficial interest in the Annex to Meridian Medical Associates, S.C., the sponsor of the Plan (the Employer), where the Plan also holds a 100% beneficial ownership interest in the adjacent original facility which is leased to the Employer, pursuant to PTE 2001-25 and formerly pursuant to PTE 81-96. First Midwest Bank is the title holder of the Original Facility and the Annex, pursuant to land trusts. After the proposed purchase, the LLC will retain a 48% beneficial interest in the Annex and thus, will co-invest in the Annex with the Plan. Private Bank will be responsible for resolving any conflicts that arise as a result of the Plan and the LLC sharing beneficial ownership interests in the Annex. The LLC will lease a 48% interest in the Annex to the Employer. The members of the LLC are current and former shareholders of the Employer. Private Bank will also serve as the independent fiduciary with respect to the Plan. The Plan’s combined beneficial ownership of the Original Facility and the Annex will not exceed 20% of the assets of the Plan.

PTE 2012-17

D-11668

G: 77 FR 45694 (08/01/12)

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

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

Permits (1) effective December 17, 2010 through January 18 2011, (1) 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. (TIB or the Applicant), 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.

PTE 2012-18

D-11714

G: 77 FR 45695 (08/01/12)

P: 77 FR 32697 (06/01/12)

Ed Laur Defined Benefit Plan (the Plan)

Permits the sale by the Plan to Ed Laur of securities in an unrelated entity which has made an election from a C corporation to an S corporation.

PTE 2012-19

D-11710

G: 77 FR 68832 (11/16/12)

P: 77 FR 32692 (06/01/12)

El Paso Corporation Retirement Savings Plan (the Plan)

Permits the acquisition and holding of certain warrants (the Warrants) to purchase the class P common stock of Kinder Morgan Inc. (KMI) by the Plan, a participant directed defined contribution plan sponsored by El Paso Corporation, a party in interest with respect to the Plan, in connection with a planned merger of El Paso and KMI.

PTE 2012-20

L-11688

G: 77 FR 68833 (11/16/12)

P: 77 FR 52061 (08/28/12)

Sharp HealthCare and Dental Plan (the Plan)

Permits, effective August 1, 2006 through and until November 15, 2012, the purchase of health insurance by the Plan from the Sharp Health Plan (the HMO), a non-profit health maintenance organization, which is wholly owned by the Plan’s sponsor, Sharp HealthCare (Sharp), through a non-profit membership interest. Would also permit, effective November 16, 2012, the continued purchase of health care coverage by the Plan from the HMO. Exemptive relief is needed because the Plan’s provision of coverage under the HMO does not satisfy the affiliation requirements under Section III(a)(1) of PTE 79-41. In this regard, Sharp does not have a stock or partnership interest in the HMO, but instead is the sole member of the HMO.


Proposed Exemptions

Proposal

D-11710

FR Citation: 77 FR 68835 (11/16/12)

UBS Financial Services Inc. (the Applicant)

Would permit, effective January 4, 2002 until December 9, 2005, (1) principal trades by UBS Financial Services Inc. (the Applicant) with certain plans, subject to Code section 4975, but not subject to Title I of ERISA (the IRAs), which resulted in the IRAs purchasing or selling securities from the Applicant (collectively, the Transactions); and (2) compensation paid by the IRAs to the Applicant in connection with the Transactions.

Proposal

D-11666

FR Citation: 77 FR 68838 (11/16/12)

Central Pacific Bank 401(k) Retirement and Savings Plan (the Plan)

Would apply, effective April 11, 2011, to the acquisition and holding of certain rights to purchase the ordinary shares of Stock (the Stock) of Central Pacific Financial Corporation (CPFC) by the Plan, a participant directed defined contribution plan sponsored by CPFC, a party in interest with respect to the Plan, in connection with an offering of Stock by CPFC to all shareholders, including the Plan.

Proposal

D-11672

FR Citation: 77 FR 68842 (11/16/12)

Studley, Inc. Section 401(k) Profit Sharing Plan (the Plan)

Would permit the Plan’s sale of an illiquid, 8.828121% minority general partnership interest (the Interest), in the Julien J. Studley N. Street Partnership (the Partnership), to Studley, Inc. (Studley), the Plan sponsor, for $900,000. The Interest represents the Plan’s ownership interest in an office building. The proposed exemption would provide relief from section 406(b)(3) of ERISA (as well as section 406(a)(1)(A) and (D) and section 406(b)(1) and (2) of ERISA) since Studley may receive from the Partnership, subsequent to the sale, the Plan’s current share of its undistributed revenue. This undistributed revenue is not currently quantifiable due to litigation between Studley and the majority partners of the Partnership. The proposed conditions also include a “true-up” provision that generally requires Studley to pay the Plan for the appreciation in the Interest during the 7-year period subsequent to the publication of the exemption, once granted.

Proposal

D-11724

FR Citation: 77 FR 68844 (11/16/12)

EquiLend Holdings LLC (EquiLend)

Would permit effective October 1, 2012, the sale or licensing of certain data and/or analytical tools to a plan by EquiLend, a party in interest with respect to such plan.

Would also permit, effective October 1, 2012, (1) the participation in EquiLend’s electronic securities lending platform (the Platform) by an equity owner of EquiLend (an Equity Owner), in its capacity as a securities lending agent for a plan (an Owner Lending Agent); (2) the sale or licensing of certain data and/or analytical tools by EquiLend to a plan for which an Equity Owner acts as a securities lending agent; and (3) the provision by an Owner Lending Agent to EquiLend of securities lending data based on off-Platform securities lending transactions conducted by an Owner Lending Agent on behalf of a plan.

Proposal

D-11664

FR Citation: 77 FR 76770 (12/28/12)

Atlas Energy, Inc. Employee Stock Ownership Plan (the Plan)

Would permit, effective February 17, 2011, the past acquisition and holding of certain units of Atlas Pipeline Holdings, L.P. by the Plan in connection with a merger of Arkham Corporation with and into Atlas Energy Inc., a party in interest with respect to the Plan.

Proposal

D-11718

FR Citation: 77 FR 76773 (12/28/12)

Amendment to PTE 2007-05, Involving Prudential Securities Incorporated, et al. To Amend the Definition of “Rating Agency”

Would amend the Underwriter Exemptions and revise the definition of “Rating Agency” by eliminating any specific reference to a particular credit rating agency, and substituting instead a requirement that a credit rating agency: (i) be currently recognized by the U.S. Securities and Exchange Commission (SEC) as a nationally recognized statistical ratings organization (NRSRO); (ii) have indicated on its most recently filed SEC Form NRSRO that it rates “issuers of asset-backed securities;” and (iii) have had at least 3 “qualified ratings engagements” within a period not exceeding 12 months prior to the closing of the current transaction.

Proposal

L-11720

FR Citation: 77 FR 76776 (12/28/12)

The Mo-Kan Teamsters Apprenticeship and Training Fund (the Fund)

Would permit the purchase by the Fund of certain real property located in Kansas City, Missouri from Jim Kidwell Construction, a party in interest with respect to the Fund.

Proposal

L-11738

FR Citation: 77 FR 76779 (12/28/12)

The Coca-Cola Company (TCCC) and Red Re, Inc. (Red Re)

Would permit (a) the reinsurance of risks and the receipt of premiums therefrom by Red Re, an affiliate of TCCC, in connection with group term life insurance sold by Metropolitan Life Insurance Company or any successor Insurance company to The Coca-Cola Company Health and Welfare Benefits Plan (the Actives Plan) to pay for group term life insurance benefits under such Actives Plan; and (b) the reinsurance of risks and the receipt of premiums therefrom by Red Re in connection with accidental death and dismemberment insurance (AD&D) sold by a Fronting Insurer to The Coca-Cola Company Retiree Benefits Plan (the Retiree Plan) to pay for AD&D benefits under the Retiree Plan.

Proposal

D-11671

FR Citation: 77 FR 76784 (12/28/12)

Silchester International Investors LLP (Silchester)

Would permit the cross trading of securities between various Accounts managed by Silchester, where at least one of the accounts (the Accounts) involved in the cross trade is an ERISA Account.