The Northern Trust Company and Affiliates (Northern)
Permits the in kind redemption by the Northern Trust Company Thrift-Incentive Plan of shares of proprietary mutual funds currently offered by, or offered in the future by, investment companies for which Northern or its affiliate provides investment advisory and/or other services.
Brightpoint, Inc. (Brightpoint)
Permits, as of June 5, 2001: (1) the payment by Brightpoint of $108,738.85 to the Millennium Trust Company on behalf of the Brightpoint, Inc. 401(k) Plan (the Plan) for the purpose of satisfying a court-ordered assessment against the assets of the Plan that arose in connection with the $68,100,000 deficiency (the Deficiency) incurred by the Independent Trust Corporation; and (2) the transfer by the Plan to Brightpoint of certain assets recovered by PriceWaterhouseCoopers LLP in connection with the Deficiency.
Reagent Chemical & Research, Inc. Employees’ Profit Sharing Plan and Trust (the Plan)
Permits the proposed sale of a 73.4815 percent tenancy-in-common interest by the Plan to Brian Skeuse, a vice president and shareholder of Reagent Chemical & Research, Inc., and his spouse, Jan Skeuse, parties in interest with respect to the Plan.
Michigan Conference of Teamsters Welfare Fund (the Plan)
Permits the cash sale by the Plan of certain parcels of real estate (the Property) to the Detroit Teamsters Temple Association, a party in interest with respect to the Plan and a lessee of a portion of the Property.
John Hancock Life Insurance Company (Hancock)
Permits (1) the purchase of a timber asset from International Paper Company (International Paper) or any affiliate, by a certain insurance company separate account (ForesTree IP), maintained and managed by Hancock for the investment of the assets of one or more employee pension benefit plans sponsored by International Paper; and (2) the sale of a timber product to International Paper by ForesTree IP.
Individual Exemption to Replace Prohibited Transaction Exemptions (PTEs) 81-56, 85-19 and 89-5 (the Prior Exemptions) Involving the Truman Arnold Companies Retirement Plan and Trust (the Plan)
Each of the Prior Exemptions permitted the Truman Arnold Companies (the Employer) to contribute and/or lease from the Plan certain improved real property under the provisions of three distinct written leases. The exemption incorporates many of the facts and representations contained in the Prior Exemptions and updates information to the extent that there have been changes. Because it appears that PTE 81-56 expired on September 30, 1999, and the parties have not been covered by an administrative exemption since that time, the exemption provides retroactive exemptive relief from October 1, 1999 until September 30, 2002. In addition, to resolve uncertainty regarding the expiration dates of the leases described in PTEs 81-56 and 85-19, the exemption merges the leases, along with the lease described in PTE 89-5, under a new master lease and provides retroactive exemptive relief effective October 1, 2002 with respect to such past and continued lease arrangements. Further, the exemption permits the replacement of AmSouth Bank, the Plan’s former independent fiduciary, with Regions Bank, the Plan’s current trustee.
Archer Daniels Midland Company (Archer)
Permits the reinsurance of risks and the receipt of premiums therefrom by Agrinational Insurance Company in connection with insurance contracts sold by Minnesota Life Insurance Company (ML), or any successor company to ML which is unrelated to Archer, to provide basic and supplemental life insurance benefits to participants in Archer’s plans which provide such benefits to its employees.
G.D. Castillo, M.D. Ltd. Profit Sharing Plan (the Plan)
Permits, effective August 23, 1999, the sale of two parcels of unimproved real property by the Plan to Dr. G.D. Castillo, a party in interest with respect to the Plan.
Metropolitan Life Insurance Company (MetLife)
Permits, effective April 6, 2001, the cash sale to MetLife of a note, issued by Pacific Gas & Electric Company, by MetLife’s Liquidity Plus Account (the Account) for which MetLife acts as investment manager and is a party in interest with respect to employee benefit plans invested in such Account.
The JP Morgan Chase Bank
Permits, effective, December 31, 2000, (a) the continuation of a lease, by the Commingled Pension Trust Fund of JPMorgan Chase Bank (the Fund) with respect to which JPMorgan Chase Bank (JPMCB) is the trustee, of office space in a certain commercial office building to Chase Global Funds Service Company, a party in interest with respect to employee benefit plans whose assets are invested in the Fund and an affiliate of JPMCB; and (b) the continued and future provision by JPMCB or its affiliates of letters of credit to guarantee the obligations of unrelated third-party tenants to pay rent to the Fund under the commercial real estate leases.
Deutsche Bank AG (DB)
Permits (1) retroactive exemptive relief from June 4, 1999 until the date of granting of the exemption for the investment of the assets of a Bank Plan or a Client Plan (either, a Plan) in deposits of DB, its current or future branches, and/or its current or future subsidiaries; and (2) prospective relief for the same transaction, but with additional conditions applying.
Deutsche Bank AG (Deutsche Bank)
Permits, effective December 11, 2002, foreign exchange transactions (i.e., an income item conversion or a de minimus purchase or sale transaction) between Deutsche Bank or a foreign affiliate thereof that is a bank or broker-dealer (collectively, DBAG), and an employee benefit plan with respect to which DBAG is a trustee, custodian, fiduciary or other party in interest.
Law Offices of Richard D. Gorman Pension and Profit Sharing Plan (the Plan)
Permits the sale of unimproved real property by the Plan to Mr. Richard Gorman, a trustee and a party in interest with respect to the Plan.
ACR Homes, Inc. Employee Stock Ownership Plan (the ESOP)
Permits the past sale, on August 28, 2001, by the ESOP to ACR Homes, Inc., the sponsoring employer, of 3,600 shares of the Employer’s class A common stock for $511,250 in cash.
DuPont Capital Management Corporation (DCMC)
Permits the past extension of credit from the DuPont Pension and Retirement Plan, the Pioneer Hi-Bred International, Inc. Retirement Plan and the Protein Technologies International Retirement Plan (collectively, the Plans) to the Dow Chemical Company (Dow), a party in interest with respect to the Plans, as a result of the holding by the Plans of certain corporate debt securities issued by Dow, for the period from October 25, 2000 until July 10, 2001.
DuPont Capital Management Corporation (DCMC)
Permits the past extension of credit from the DuPont Pension and Retirement Plan, the Pioneer Hi-Bred International, Inc. Retirement Plan, the Protein Technologies International Retirement Plan and the DuPont Savings and Investment Plan (collectively, the Plans) to ConAgra Foods, Inc. (ConAgra), a party in interest with respect to the Plans, as a result of the holding by the Plans of certain corporate debt securities issued by ConAgra, for the period from September 5, 2001 until October 17, 2001.
DuPont Capital Management Corporation (DCMC)
Permits the past extension of credit from the CONSOL Inc. Employee Retirement Plan and the CONSOL Inc. Investment Plan for Salaried Employees (collectively, the Plans) to Conoco Inc. (Conoco), a party in interest with respect to the Plans, as a result of the holding by the Plans of certain corporate debt securities issued by Conoco, for the period from December 29, 1999 through August 16, 2001.
Skandinaviska Enskilda Banken AB (SEB)
Permits, effective October 30, 2002, (1) the lending of securities that are assets of a plan (the Plan) to SEB’s head office in Stockholm (the Borrower); (2) the lending of securities, under certain exclusive borrowing arrangements, to the Borrower by Plans, including commingled investment funds holding assets of such Plans, with respect to which SEB or any of its affiliates is a party in interest; and (3) the receipt of compensation by SEB or any of its affiliates in connection with these exclusive borrowing transactions.
Grant of Individual Exemption to Replace Prohibited Transaction Exemptions (PTE) 97-63 (the Prior Exemption) Involving State Street Bank and Trust Company (State Street)
Replaces PTE 97-63 (62 FR 66689, December 19, 1997). Also permits securities lending transactions between State Street, its United States-domiciled affiliates, and certain employee benefit plans, including commingled investment funds holding plan assets, for which State Street, through any division or U.S. affiliate of State Street or of its parent acts as securities lending agent or sub-agent. The exemption also permits receipt of compensation by a U.S. registered introducing broker affiliated with State Street (the Introducing Broker) in connection with an arrangement whereby securities are lent to an unrelated broker who in turn lends such securities to clients of the Introducing Broker. In addition, State Street has requested that the exemption incorporate various modifications to specific terms and conditions of the Prior Exemption.
Deutsche Bank Securities Inc. (DBSI) and Its Affiliates
Permits any purchase or sale of securities, in the context of a portfolio liquidation or restructuring, between (i) DBSI and its current or future affiliates, including certain foreign broker-dealers or banks (collectively, the Applicant) and (ii) employee benefit plans with respect to which the Applicant is a party in interest.
Arizona Machinery Group, Inc. (AMG)
Permits the (1) the acquisition by the Arizona Machinery Group Employees’ Profit Sharing Plan (the Plan) of customer notes acquired from the Plan sponsor, AMG, or from any successor employer which sponsors the Plan at the time of the acquisition of such customer note, or from any other employer which at the time of the acquisition of such customer note has adopted the Plan (including employers which adopt the Plan subsequent to the proposed exemption being granted) and which generates customer notes, or from any affiliate of any such employer; (2) the Plan’s holding of the customer notes, if the notes acquired and held by the Plan are guaranteed by the respective employer or affiliate, which accepted and held the customer notes prior to their acquisition by the Plan, as well as AMG (when the customer note was accepted and held by an employer other than AMG; and (3) the repurchase of customer notes from the Plan by the employer or affiliate which initially transferred those notes to the Plan.
Lehman Brothers Holding, Inc. (LBHI) and Lehman Brothers Inc. (LBI), et al.
Permits, effective April 16, 2003, the purchase of any securities by LBHI and LBI and their affiliates (collectively, the Asset Manager), on behalf of employee benefit plans (the Client Plans), including Client Plans investing in a pooled fund, for which the Asset Manager acts as a fiduciary, from any person other than the Asset Manager or an affiliate thereof, during the existence of an underwriting or selling syndicate with respect to such securities, where LBI and its affiliates are a manager or member of such syndicate.
Goldman, Sachs & Co. and Its Affiliates (Goldman)
Permits any purchase or sale of securities, in the context of a portfolio liquidation or restructuring, between (i) Goldman and its current and future affiliates, including foreign broker-dealers or banks (collectively, the Applicant) and (ii) employee benefit plans with respect to which the Applicant is a party in interest.
Deutsche Bank AG, JP Morgan Chase Bank and their Affiliates (collectively, with their Affiliates, the Applicants)
Permits the purchase of any securities by any asset management Affiliate of the Applicants (the Asset Manager), on behalf of employee benefit plans (Client Plans), including Client Plans investing in a pooled fund (the Pooled Fund), for which the Asset Manager acts as a fiduciary, from any person other than the Asset Manager or an affiliate thereof, during the existence of an underwriting or selling syndicate with respect to such securities, where the Affiliated Broker-Dealer is a manager or member of such syndicate, and/or where an Affiliated Trustee serves as trustee of a trust that issued the securities (whether or not debt securities) or serves as indenture trustee of securities that are debt securities. This exemption amends Prohibited Transaction Exemption (PTE) 2000-25 (65 FR 35129, June 1, 2000, issued to Morgan Guaranty Trust Company of New York and J.P. Morgan Investment Management, Inc.; PTE 2007-27, issued to the Chase Manhattan Bank (65 FR 35129, June 1, 2000); and Final Authorization Number 2001-19E, issued to Deutsche Bank and its Affiliates (June 23, 2001).
IBEW Local No. 1 Health and Welfare Fund (the Welfare Fund); and Local No. 1, Apprenticeship and Training Fund (the Training Fund)
Permits the lease of certain classroom space and supplemental facilities by the Welfare Fund to the Training Fund, a party in interest with respect to the Welfare Fund.
Northwest Airlines Pension Plan for Salaried Employees, et al. (collectively, the Plans)
Permits, effective January 15, 2003, (1) the in kind contribution(s) of the common stock of either Pinnacle Airlines, Inc. or Pinnacle Airlines Corp. (Pinnacle Stock) to the Plans by Northwest Airlines, Inc. (Northwest), a party in interest with respect to such Plans; (2) the holding of the Pinnacle Stock by the Plans; (3) the sale of the Pinnacle Stock by the Plans to Northwest; and (4) the acquisition, holding, and exercise by the Plans of a put option granted to the Plans by Northwest.
Local 705 International Brotherhood of Teamsters Pension Plan (the Plan)
Permits the proposed purchase of a 10 ft. x 52.6 ft. parcel of real property by the West Side Realty Corporation, a wholly owned affiliate of the Plan, from Local 705 Building Corporation, a party in interest with respect to the Plan.
Raleigh Pathology Laboratory Associates, P.A. Profit Sharing Plan (the Plan)
Permits the exchange of an unimproved waterfront lot owned by the Plan and allocated to the individually-directed account in the plan of James R. Edwards, M.D., for one unimproved tract of land owned personally by Dr. Edwards and his spouse, Mrs. Delores Edwards.
Valley OB-GYN Clinic, P.C. Employees Pension Plan (the Plan)
Permits the loan of $550,000 by the Plan to Valley OB-GYN Realty Company, a party in interest with respect to the Plan.
Fifth Third Bank
Permits, effective April 2, 2001, the receipt of fees by Fifth Third, a Michigan banking corporation and its affiliates (collectively, Fifth Third), from the Kent Funds prior to October 26, 2001 or from the Fifth Third Fund on or after October 26, 2001 (collectively, the Funds), open-end investment companies registered under the Investment Company Act of 1940, for acting as an investment adviser for the Funds, as well as for acting as an administrator, custodian, transfer agent, and provider of other services to the Funds (including brokerage services in the future) which are not advisory services (collectively referred to as “Secondary Services”), in connection with the purchase and sale of shares of the Funds by certain employee benefit plans and individual retirement accounts for First Third serves as fiduciary with investment discretion.
RBC Dain Rauscher, Inc. (RBC-DR)
Permits, on or after April 18, 2003, (1) the direct or indirect sale, exchange or transfer of certificates in the initial issuance of Securities in the initial issuance of Securities between the Sponsor and the Underwriter and an employee benefit plan, when the Sponsor, Servicer, Trustee or Insurer of an Issuer, the Underwriter of the Securities representing an interest in the Issuer, or an Obligor, is a party in interest with respect to such plan; (2) the direct or indirect acquisition or disposition of Securities by a plan in the secondary market for such securities; and (3) the continued holding of Securities acquired by a plan pursuant to transactions (1) or (2) above. Also permits, on or after April 18, 2003, the direct or indirect sale, exchange or transfer of Securities in the initial issuance of Securities between the Sponsor and the Underwriter and a plan when the person who has discretionary authority or renders investment advice with respect to the investment of plan assets in the Securities is (a) an obligor with respect to 5 percent or less of the fair market value of obligations or assets contained in the trust, or (b) an affiliate of a person described in (a). Further, this exemption permits, on or after April 18, 2003, transactions occurring in connection with the servicing, management and operation of an Issuer, including the use of any Eligible Swap transaction; or the defeasance of a mortgage obligation held as an issue of the Issuer through the substitution of a new mortgage obligation in a commercial mortgage-backed Designated Transaction. Finally, the exemption permits on or after April 18, 2003, any transactions to which ERISA restrictions and Code sanctions would otherwise apply merely because a person is deemed to be a party in interest or a disqualified person (including a fiduciary) with respect to a plan by virtue of providing services to the plan (or by virtue of having a relationship to such service provider, as described in section 3(14)(F), (G) or (I) or ERISA or section 4975(e)(2)(F), (G), (H) or (I) of the Code, solely because of the plan’s ownership of Securities.
Sorenson Broadcasting Employee Stock Ownership Plan and Trust (the Plan)
Permits the (1) sale (the Sale) by the Plan to Sorenson Broadcasting Corporation (the Employer), a party in interest with respect to the Plan, of 930 shares of common stock of the Employer; and (2) the extension of credit by the Plan to the Employer under the terms of a subsequent adjustment to the Sale price, in connection with the Sale.
Liberty Media 401(k) Savings Plan (the Plan)
Permits, effective November 25, 2002, (1) the acquisition of certain stock rights (the Rights) by the Plan in connection with a Rights offering by Liberty Media Corporation, a party in interest with respect to the Plan; (2) the holding of the Rights by the Plan during the subscription period of the offering; and (3) the exercise of the Rights by the Plan.
Hayden O. Grona IRA (the IRA)
Permits the proposed sale of certain unimproved real land by the IRA to Mr. Grona’s children, disqualified persons with respect to the IRA.
Newspaper Agency Corporation Pension Trust (the Plan)
Permits (1) the leasing of certain improved real property by the Plan to the Newspaper Agency Corporation (the Employer), a party in interest with respect to the Plan, pursuant to the terms of a lease (the New Lease), effective August 1, 2003; and (2) the guarantee by MediaNews Group, Inc. and Deseret News Publishing Corporation (the owners of the Employer) of the obligations of the Employer under the terms of the New Lease.
Deutsche Bank AG (Deutsche Bank)
Permits, effective April 8, 2002, the following relief: (1) Basic Transaction -- any transaction between a party in interest with respect to the plan, provided that the Deutsche Bank In-house Manager (DBIM) has discretionary authority or control with respect to the plan assets involved in the transaction; (2) Leasing of Office Space -- the leasing of office or commercial space owned by a plan managed by a DBIM to an employer any of whose employees are covered by the plan or an affiliate of such an employer, and the leasing of residential space by a plan to a party in interest, provided various conditions are satisfied; and (3) Places of Public Accommodation -- the furnishing of services and facilities (and good incidental thereto) by a place of public accommodation owned by a plan and managed by a DBIM to a party in interest with respect to the plan, if the services and facilities (and incidental goods) are furnished on a comparable basis to the general public. The exemption is similar to PTE 84-14 (49 FR 9494, March 13, 1984), involving qualified professional asset managers and PTE 96-23 (61 FR 15975, April 10, 1996), involving in house asset managers.
The National Electrical Benefit Fund (the Plan)
Permits, effective October 17, 2002, (1) the provision, by Bank of America, N.A. (the Bank), a party in interest with respect to the Plan, of a guaranty of repayment for the benefit of the bondholders in the form of an Irrevocable Direct Draw Letter of Credit No. 3051512; and (2) the subsequent reimbursement to the Bank, by Colma Apartment Associates, L.P. (the Partnership), of amounts advanced by the Bank pursuant to the Letter of Credit in connection with the investment by the Plan in the Partnership.
Aetna Life Insurance Company (Aetna) and UBS Realty Investors LLC (UBS Realty)
Permits certain transactions that may occur as a result of the sharing of real estate investments among various accounts maintained by Aetna, including the Aetna general account and the general accounts of Aetna’s affiliates which are insurance companies licensed to do business in at least one state (collectively, the General Account), and the ERISA-Covered Accounts with respect to which both Aetna and UBS Realty are fiduciaries. Aetna and UBS Realty (pursuant to the arrangement described therein) are primarily responsible for the acquisition, management and disposition of the assets allocated to the ERISA-Covered Accounts. Aetna has hired UBS Realty as a discretionary sub-advisor for the ERISA-Covered Accounts maintained by Aetna. UBS Realty will perform such services for the Accounts as of the transition effective date (October 1, 2003). However, Aetna will retain fiduciary authority over the ERISA-Covered Accounts after such date.
Proposed Exemption; D-11079
Kinder Morgan Inc. (the Employer)
Would permit (1) the acquisition of publicly-traded Employer stock (the Employer Stock) by certain trusts (the Trusts) through the voluntary in-kind contribution of such Employer Stock by the Employer for the purposes of pre-funding welfare benefits provided by welfare plans sponsored by the Employer; and (2) the holding by the Trusts of Employer Stock acquired pursuant to the contribution.
Proposed Exemption; D-11147
Bank of America, N.A.
Would permit, effective January 1, 2003, (1) the granting to Bank of America (the Bank), either as an agent (the Agent) for a group of financial institutions (Lender(s)), or as a sole Lender, that will fund a so-called “credit facility” (Credit Facility) providing credit to certain investment funds (Funds(s)), by the Fund of a security interest in and lien on the capital commitments, reserve amounts, and capital contributions (Capital Contributions) of certain investors, including employee benefit plans investing in the Fund; (2) any collateral assignment and pledge by the Fund to the Agent, or to the Bank as sole Lender, of its security interest in each Investor’s equity interest, including a Covered Plan’s equity interest, in the Fund; (3) the granting by the Fund to the Agent, or to the Bank as sole Lender, of a security interest in a Borrower Collateral Account to which all Capital Contributions in the Fund will be deposited when paid (except in certain limited circumstances); (4) the granting by the Fund to the Agent, or to the Bank as sole Lender, of its right to make calls on Investors for Capital Contributions (Capital Calls), which shall be in cash, under the operative Fund Agreements; (5) the execution by a Covered Plan of an agreement consenting to the Fund’s assignment to the Agent, or to the Bank as sole Lender, of the Fund’s right to make Capital Calls, which may contain: (a) an acknowledgement by the Covered Plan of the Fund’s assignment to the Agent, or the Bank as a sole Lender, of the right to make Capital Calls upon the Covered Plan, enforce the Capital Calls, collect the Capital Contributions, and apply them to any amount due under the Credit Facility; (b) a consent (as either part of the Fund Agreements or as a separate agreement) by the Covered Plan to make Capital Contributions to the Fund without counterclaim, setoff, or defense, for the purpose of repayment of the Credit Facility; (c) a representation that the Covered Plan has no knowledge of claims, offsets or defenses that would adversely affect its obligation to fund Capital Contributions under the Fund Agreements; and (d) an agreement that the Covered Plan will fund Capital Contributions only into the Borrower Collateral Account.
Proposed Exemption; D-11180
Lodgian, Inc. 401(k) Plan and Trust Agreement (the Plan)
Would permit, effective December 3, 2002, (1) the past acquisition and holding by the Plan of certain warrants (the Warrant(s)) issued by Lodgian, Inc. (Lodgian), a party in interest with respect to the Plan, which would permit the purchase of new common stock (New Lodgian Stock); (2) the cancellation payment by Lodgian to the Plan in exchange for the Warrants (a) at the election of active participants (b) at the election of the terminated vested participants whose vested interests exceed $5,000, or (c) in accordance with the procedures for the automatic cash out of the value of Warrants held in the accounts of terminated vested participants whose vested interests are $5,000 or less, for an amount that represents the highest value of the Warrants determined by an independent, qualified, appraiser between December 31, 2002 and the date of the individual election; (3) the sale of the Warrants from Plan participants to Lodgian to cash out active and terminated vested participants; and (4) the potential exercise of the Warrants into the New Lodgian Stock.
Proposed Exemption; D-10957
John Hancock Life Insurance Company (JHLIC)
Would permit the proposed purchases and sales of farmland assets or entire farmland accounts, between various accounts that are managed by Hancock Natural Resource Group, Inc. or the affiliates of JHLIC.
Proposed Exemption; D-11191
United States Steel and Carnegie Pension Fund
Would permit (1) the in kind contribution of certain timber rights (the Timber Rights), under two timber purchase and cutting agreements to The United States Steel Corporation Plan for Employee Pension Benefits (Revision of 2003) (the Plan) by the United Steel Corporation (US Steel), the Plan sponsor and a party in interest with respect to the Plan; and (2) certain ancillary transactions between the Plan and US Steel arising from certain rights retained by US Steel related to the timberland on which the Timber Rights are based.
Proposed Exemption; D-11198
Bangs, McCullen, Butler, Foye & Simmons, LLP Employees Profit Sharing Plan the Plan)
Would permit the proposed lease by the Plan of certain improved real property located in Rapid City, South Dakota, to Bangs, McMullen, Butler, Foye & Simmons, LLP, the Plan’s sponsor and a party in interest with respect to the Plan.
Proposed Exemption; L-11190
Painters District Council No. 4 Apprenticeship, Upgrading & Retraining Trust Fund (the Plan)
Would permit the proposed lease of certain space in a building owned by the Plan to Lipsitz, Green, Fahringer, Roll, Salisbury & Cambria, LLP, a party in interest with respect to the Plan.