Prior exemptions may not reflect current policies or procedures. The Department, for example, may require terms and conditions that were not required in prior exemptions. Persons considering filing for an exemption or EXPRO authorization may find it very helpful to discuss the facts or issues in their cases with the Department before preparing the filing. The Department welcomes all inquiries and is available to answer any questions you may have. Call us at 202-693-8540.
Wasatch Advisors Inc. (Wasatch)
Does not preclude Wasatch from qualifying as a “qualified professional asset manager” (QPAM) pursuant to PTE 84-14 for the period from April 19, 2006 through July 13, 2007, solely because of its failure to satisfy the shareholders’ equity requirement of PTE 84-14, section V(a)(4).
Morgan Stanley & Co., Inc. (Morgan Stanley)
Permits, effective February 1, 2008: (1) the sale or exchange of an Auction Rate Security by a Plan to its Sponsor; or (2) a lending of money or other extension of credit to a Plan in connection with the holding of an Auction Rate Security by the Plan from Morgan Stanley, an Introducing Broker or a Clearing Broker, where the loan is repaid in accordance with its terms and is guaranteed by the Plan Sponsor.
The West Coast Bancorp 401(k) Plan (the Plan)
Applies, effective January 29, 2010, to (1) the acquisition of stock rights (the Rights) by the Plans, issued by the West Coast Bancorp, Inc., the Plan sponsor and a party in interest with respect to the Plan, under the terms of a Rights offering (the Offering); and (2) the holding of the Rights by the Plan until their expiration, during the subscription period of the Offering.
Citigroup Inc. and Its Affiliates (Citigroup) and the Citigroup 401(k) Plan, et al. (collectively, the Plans)
Permits, effective June 22, 2009, (1) the acquisition of stock rights (the Rights) by the Plans, in connection with their holding shares of Citigroup common stock (the Citigroup Stock) on the Record Date established pursuant to an offering of such Rights (the Offering), in accordance with the Tax Benefits Preservation Plan (the Rights Plan) by Citigroup, a party in interest with respect to the covered Plans, and/or the acquisition of Citigroup Stock and the attached Rights by the Plans in the future pursuant to the Offering; (2) the holding of the Rights by the Plans until the date the Plans exercise or otherwise dispose of the Rights or the expiration of such Rights in accordance with the terms and conditions of the Rights Plan, whichever is the earlier; and (3) the exercise or other disposition of the Rights by the Plans.
TD Ameritrade, Inc. (TD Ameritrade)
Applies, effective July 20, 2009, to the sale of certain auction rate securities to TD Ameritrade, Inc. by individual retirement accounts and employee benefit plans for which the applicant acts as a broker, where the sales are either (1) related to, and made in connection with a settlement agreement (the Settlement Agreement) entered into between the applicant and the U.S. Securities and Exchange Commission, or (2) unrelated to, and not made in connection with the Settlement Agreement.
Wachovia Corporation and Its Current and Future Affiliates or Successors (collectively, Wachovia)
Permits, effective February 1, 2008, the sale by a Plan of an Auction Rate Security to Wachovia, where such sale is (1) unrelated to, and not made in connection with a Settlement Agreement; or (2) related to, and made in connection with a Settlement Agreement.
Robert W. Baird and Co. Incorporated and Its Current and Future Affiliates (collectively, Baird)
Permits, effective October 9, 2009, the cash sale by a Plan of an Auction Rate Security to Baird, pursuant to a written offer.
Security Benefit Mutual Holding Company (MHC) and Security Benefit Life Insurance Company (SBL)
Permits, effective July 30, 2010, the receipt of cash or policy credits, by or on behalf of a policy owner of SBL that is an eligible member (Eligible Member), which is an employee benefit plan or retirement arrangement that is subject to section 406 of the Act and/or section 4975 of the Code (a Plan), other than a Plan maintained by MHC and/or its affiliates, in exchange for an extinguishment of such Eligible Member’s interest in MHC, in accordance with the terms of a plan of demutualization and dissolution, adopted by MHC and implemented in accordance with Kansas Insurance Law.
The Parvin Nahvi, M.D., Inc. 401(k) Profit Sharing Plan and Trust (the Plan)
Permits the cash sale by the Plan of a parcel of improved real property to Dr. Parvin Nahvi and Dr. Javad Sani, the 100% owners of the Plan sponsor, Parvin Nahvi, M.D., Inc., and parties in interest with respect to the Plan.
William W. Etherington IRA (the IRA)
Permits the sale by the IRA to William W. Etherington and his wife, Paula D. Etherington, disqualified persons with respect to the IRA, of the IRA’s 80% interest in certain residential real property.
H-E-B Brand Savings and Retirement Plan (the Plan) and H. E. Butt Grocery Company (the Company)
Permits the cash sale by the Plan of a certain real property to the Company, a party in interest with respect to the Plan.
The International Union of Painters and Allied Trades Finishing Trades Institute (the Plan)
Permits the proposed payment for lodging and meals by the Plan to the International Union of Painters and Allied Trades (the Union), a party in interest with respect to the Plan, in a residence hall owned by the Union through its wholly-owned entity IUPAT Building Corporation, LLC.
Notice of Amendment to Prohibited Transaction Exemption (PTE) 2010-08 Involving Ford Motor Company (Ford)
Permits, effective December 31, 2009, the following transactions: (1) the acquisition, holding, and disposition of certain securities (which include two Ford Notes, Warrants to acquire Ford Common Stock, such Stock that may be acquired pursuant to the Warrants, and, at Ford's discretion, interests in the wholly-owned LLC holding the Notes and Warrants) by the Ford VEBA that are either not “qualifying employer securities” under ERISA or account for more than 10% of the Ford VEBA’s assets at the time of the transfer; (2) certain transactions resulting from the exercise by Ford or the Ford VEBA of certain rights and obligations under the Securityholder and Registration Rights Agreement (e.g., a Right of First Offer or self-tender by Ford); and (3) certain transactions between Ford and the Ford VEBA that may occur as a result of the transition of responsibility to provide benefits from Ford to the Ford VEBA under the 2009 Settlement Agreement (e.g., possible extensions of credit, reimbursement of expenses, or mistaken deposits of assets into the Ford VEBA).
This amendment modifies PTE 2010-08 to permit certain transactions by and between the UAW Retiree Medical Benefits Trust (the VEBA Trust), Independent Fiduciary Services (IFS), the independent fiduciary for the VEBA Trust, the Ford Motor Company (Ford) and Ford Motor Credit Company LLC (Ford Credit). These transactions relate to the amendment of a debt security (Note B) which was contributed to the VEBA Trust pursuant to PTE 2010-08.
As a result of an agreement (the Note Agreement) by and among Ford, Ford Credit, the VEBA Trust, and IFS, acting on behalf of the VEBA Trust, Ford is granted prepayment rights under Note B, which allows Ford to prepay all or a portion of Note B at a discounted price over the next three years. In exchange for the prepayment rights, Ford agreed to prepay Note A (the other debt security which was the subject of PTE 2010-08) in its entirety in cash, and to pay Note B’s June 30, 2010 scheduled principal payment to the VEBA Trust in cash (as opposed to making such payment in Payment Shares, as is otherwise permitted by the terms of Note B). But for the Note Agreement, the value formula contained in Note B allows Ford, in a declining market for its equity, to pay its annual principal payments on Note B at a discount if the payments are made in Payment Shares. By guaranteeing that the June 30, 2010, payment on Note B was made in cash, the VEBA Trust effectively saved $79 million.
The Department took the position that the modification of Note B to allow the prepayment rights would constitute a material modification of PTE 2010-08, thus requiring an amendment.
The Krispy Kreme Doughnut Corporation Retirement Savings Plan and the Krispy Kreme Profit Sharing Stock Ownership Plan (together, the Plans)
Permits, effective January 16, 2007: (1) the release by the Plans of their claims against the Krispy Kreme Doughnut Corporation (KKDC), the sponsor of the plans and a party in interest, in exchange for cash, shares of common stock, warrants (the Warrants) issued by Krispy Kreme Doughnuts, Inc., the parent of KKDC and also a party in interest, in settlement of certain litigation between the Plans and KKDC; and (2) the holding of the Warrants by the Plans.
The United Brotherhood of Carpenters Pension Fund (the Plan)
Permits the proposed sale of a 10.89 acre parcel of real property, which is part of a larger parcel of real property, from the Plan-owned Bermuda Hidden Well, LLC, to the Southwest Regional Council of Carpenters, a party in interest with respect to the Plan.
Verizon Communications, Inc. (Verizon) and Cellco Partnership, doing business as Verizon Wireless
Permits the reinsurance of risks and the receipt of premiums therefrom by Exchange Indemnity Company, a wholly owned subsidiary of Verizon, in connection with an insurance contract sold by Prudential Life Insurance Company (Prudential) or any successor insurance company to Prudential, which is unrelated to Verizon, to provide group-term life insurance to certain employees and retirees of Verizon and Verizon Wireless under The Plan for Group Insurance maintained by Verizon and the Verizon Wireless Health and Welfare Benefits Plan maintained by Verizon Wireless.
BlackRock, Inc. (BlackRock) and Its Investment Advisory, Investment Management and Broker-Dealer Affiliates and Their Successors (the Applicants)
Provides exemptive relief to BlackRock as a result of its acquisition of BGI, N.A. (BGI) from Barclays PLC on December 1, 2009. At that time, 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 Bank of America/Merrill Lynch, The PNC Financial Services Group, and Barclays PLC (the Passive Shareholders).
None of the Passive Shareholders control BlackRock/BGI or otherwise are deemed BlackRock affiliates. Thus, 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 a previously agreed upon overarching structure. The overarching structure of the 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 five 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 OTC derivative trades.
Northern Trust Corporation
Permits, effective October 31, 2008, the sale by a plan of an Auction Rate Security to Northern Trust Corporation or an affiliate thereof.
Bank of America, N.A., et al. (BANA)
Applies, effective January 1, 2009: (1) to the operation of the RPT Stable Value Agreements, pursuant to the terms thereof, and to the receipt of a fee by BANA in connection therewith; and (2) to transactions under the RPT Stable Value Agreements; (b) effective April 23, 2009: (1) to the execution of the RPT Special Purpose Wrap Agreement; (2) to the operation of the RPT Special Purpose Wrap Agreement, pursuant to the terms thereof, and to the receipt of a fee by BANA in connection therewith; and (3) to transactions under the RPT Special Purpose Wrap Agreement; and (c) effective January 1, 2009: (1) to the operation of the Separately Managed Account Wrap Agreements, pursuant to the terms thereof, and to the receipt of a fee by BANA in connection therewith; and (2) to transactions under the Separately Managed Account Wrap Agreements.
Pacific Capital Bancorp Amended and Restated Incentive and Investment and Salary Savings Plan (the Plan)
Permits, effective October 27, 2010, (1) the acquisition of certain rights (the Rights) by the Plan in connection with an offering (the Offering) of shares of the common stock in Pacific Capital Bancorp (Bancorp) by Bancorp, 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.
BB&T Asset Management, Inc. (BB&T AM)
Permits, effective April 30, 2002 until December 27, 2005: (1) directed trades by BB&T AM and its successors in interest as an investment manager and investment adviser to 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 Scott & Stringfellow (S&S), an affiliated broker-dealer of BB&T AM (collectively, the Transactions); and (2) compensation paid by the IRAs to S&S in connection with the Transactions.
Russell Trust Company (RTC)
Permits, for the period September 14, 2009 through September 14, 2010, inclusive, an arrangement involving the following transactions: (1) the extension of credit, through a revised capital support agreement, to certain employee benefit plans (the Plans) invested, directly or indirectly, in the Russell Securities Lending Short-Term Investment Fund (the SecLending Fund) by the Frank Russell Company (FRC), the parent company of RTC and a party in interest with respect to the Plans, in connection with the SecLending Fund’s holding of certain notes (the Notes) issued by Lehman Brothers Holdings Inc. or its affiliates; (2) the extension of credit, through a revised capital support agreement, to certain Plans invested, directly or indirectly, in the RTC Russell Liquidity Fund (the Liquidity Fund) by FRC in connection with the Liquidity Fund’s holding of the Notes; (3) the provision of a revised guarantee to FRC by its parent company, the Northwest Mutual Life Insurance Company (NML), a party in interest with respect to the Plans, in order to ensure FRC’s foregoing capital support obligation to the SecLending Fund; (4) the provision of a revised guarantee to FRC by NML in order to ensure FRC’s foregoing capital support obligation to the Liquidity Fund; (5) the accrual and periodic payment of certain supplemental yield contributions by FRC to the SecLending Fund; and (6) the accrual and periodic payment of certain supplemental yield contributions by FRC to the Liquidity Fund. Also would permit the September 10, 2010 cash sale of all of the Notes held by both the SecLending Fund and the Liquidity Fund to FRC.
Bayer Corporation (Bayer)
Permits, effective September 14, 2011, the one-time, in kind contribution of certain U.S. Treasury Bills (the Securities) to the Bayer Corporation Pension Plan (the Plan) by Bayer, a party in interest with respect to the Plan. The Securities will mature on November 17, 2011 and have a fair market value of $300 million. In addition to the Securities, Bayer will contribute such cash amounts as are necessary to allow the Plan to attain an Adjusted Funding Target Percentage (AFTAP) of 90%. Without the contribution of the Securities and the cash, lump sum payments by the Plan to participants would be reduced to 50% of the value of the participants’ benefits. Furthermore, Social Security level payouts to Plan participants would be deferred.
Oregon-Washington Carpenters Employers Apprenticeship and Training Trust Fund (the Plan)
Permits the sale by the Plan of certain unimproved real property known as “Tax Lot 300” and “Tax Lot 400” to the Pacific Northwest Regional Council of Carpenters, a party in interest with respect to the Plan.
The Kemper Corporation Pension Plan (the Plan)
Would permit, 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.
R+L Carriers Shared Services, LLC (R+L)
Would permit 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 the R+L Carriers Shared Services LLC.
HSBC--North America (U.S.) Tax Reduction Investment Plan (the Plan)
Would permit, effective March 2, 2009, (1) the 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 Holdings, 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.
Sammons Enterprises, Inc. Employee Stock Ownership Plan (the ESOP)
Would permit the personal holding company consent dividend election with respect to Sammons Enterprises, Inc., by the trustee of the ESOP.
First Federal Bancshares of Arkansas, Inc. Employees’ Savings and Profit Sharing Plan Ownership Plan (the Plan)
Would permit, 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.
JPMorgan Chase & Co. and Its Current and Future Affiliates and Subsidiaries (JPMorgan Chase)
Would apply, 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.
Delaware Charter Guarantee & Trust Co. d/b/a Principal Trust Company; Principal Life Insurance Company and Any Affiliates, Thereof (collectively, Principal)
Would permit, 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.
Aztec Well Servicing Company & Related Companies Medical Plan Trust (the Plan)
Would permit 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.
Genzyme Corporation 401(k) Plan (the Plan)
Would apply, 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 of Genzyme Common Stock pursuant to an exchange offer (the Exchange Offer) and a subsequent offer to the Exchange Offer by GC Merger Corp., a wholly-owned subsidiary of sanofi-aventis (Sanofi), a party in interest with respect to the Plan, and (b) the “short-form” merger of Sanofi 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.
Retirement Program for Employees of EnPro Industries (the Plan)
Would apply, 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.
Withdrawn Proposed Exemptions
Owens & Minor, Inc. (the Employer)
Would permit the sale of certain shares in a hedge fund by the Owens & Minor, Inc. Pension Plan (the Plan) to the Employer, a party in interest with respect to the Plan.
Wolverine Bronze Profit Sharing Plan and Trust (the Plan) and BDR Oil LLC
Would permit the cash sale by the Plan of a note receivable and royalty interests to BDR Oil, LLC, which is owned by Richard A. Smith, William Smith and Douglas Smith (also known as the Alternative Investment Group or AIG).