Bear Stearns & Co. Inc., Prudential
Securities Inc., et al.
Amends certain of the “Underwriter
Exemptions,” which are individual exemptions that
provide relief for the origination and operation of
certain asset pool investment trusts and the
acquisition, holding and disposition by employee benefit
plans (the Plans) of certain asset-backed pass-through
certificates representing undivided interests in those
investment trusts. The amendment permits the trustee of
the trust to be an affiliate of the underwriter of the
certificates and is effective as of August 23, 2000.
J.P. Morgan Chase & Co. and its
Affiliates (collectively, the Applicants)
Amends, effective March 13, 2002, PTE
90-23 (55 FR 20545, May 17, 1990), issued to J.P. Morgan
Securities, Inc.; PTE 90-31 (55 FR 23144, June 6, 1990),
issued to Chase Manhattan Bank; and PTE 90-33 (55 FR
23151, June 6, 1990), issued to Chemical Banking
Corporation. These exemptions all permitted transactions
involving the operation of certain asset pool investment
trusts and the acquisition, holding and disposition by
employee benefit plans of certificates or debt instruments
that are issued by such trusts with respect to which one
of the Applicants is the lead underwriter or a co-managing
underwriter. The amendment permits the trustee of such
investment trust to be an affiliate of the underwriter.
Fidelity Management Trust Company and
Its Affiliates (collectively, Fidelity)
Permits certain lines of credit and
the loan and repayment of funds, including accrued
interest thereunder, involving certain employee benefit
plans with respect to which Fidelity acts as directed
trustee, investment manager or other administrative
service provider.
Permits, effective July 30, 1998,
(1) the granting to BofA by the Westbrook Real Estate
Fund III, L.P. (the LP), a Delaware Limited
Partnership, of a first, exclusive and prior security
interest in the capital commitments, reserve amounts
and capital contributions (Capital Contributions),
whether now owned or after-acquired, of certain
employee benefit plans (Plans) investing in the LP;
(2) the collateral assignment and pledge by the LP to
BofA of its security interest in each Plan’s limited
partnership interest, whether now owned or
after-acquired; (3) the granting by the LP of a first,
exclusive and prior security interest in a borrower
collateral account to which all Capital Contributions
will be deposited when paid; (4) the proposed granting
to BofA by the General Partner of the LP of its right
to make calls for cash contributions (Drawdowns) under
the LP’s Partnership Agreement, where BofA is the
representative of certain lenders (the Lenders) which
will fund a so-called “credit facility” providing
credit to the LP, and the Lenders are parties in
interest with respect to the Plans; and (5) the
execution of a partner agreement and estoppel under
which the Plans agree to honor the Drawdowns.
Permits (1) the making of
interest-free loans to a defined contribution plan
(the Plan) by its respective sponsor (the Plan
Sponsor) pursuant to the terms of a credit facility
arrangement, established by Key Trust and its
affiliates (collectively, KeyBank), which enables
daily transactions, such as participant investment
transfers, distributions or participant loans, in
connection with the Plan’s unitized employer stock
fund (the Fund) maintained by KeyBank; and (2) the
repayment, by the Plan to the Plan Sponsor, of any
interest-free loan within 90 days with cash proceeds
received from the sale of employer stock held in the
Fund.
Provident Mutual Life Insurance Company
(Provident)
Permits (1) the initial issuance, by
Provident, of its common stock (Provident Shares) to the
conversion agent (the Conversion Agent), as stockholder
of record, on behalf of any eligible policyholder of
Provident (the Eligible Member), including any Eligible
Member which is an employee benefit plan (within the
meaning of section 3(3) of the Act), an individual
retirement annuity (within the meaning of section 408 or
408A of the Code) or a tax sheltered annuity (within the
meaning of section 403(b) of the Code) (each, a Plan),
including a Plan sponsored by Provident for Provident
employees (a Provident Plan); and (2) the exchange, by
the Conversion Agent, of Provident Shares for common
stock (Sponsor Class A Shares) issued by Nationwide
Financial Services, Inc., or, the receipt of cash or
policy credits by an Eligible Member, in exchange for
such Eligible Member's membership interest in Provident
or in connection with the merger between Provident and
the Eagle Acquisition Corporation, a wholly-owned
subsidiary of the Sponsor, in accordance with the terms
of a plan of conversion (the Plan of Conversion) and
merger agreement (the Merger Agreement), adopted by
Provident and implemented pursuant to the Pennsylvania
Insurance Company Mutual-to-Stock Conversion Act.
In addition, the restrictions of
section 406(a)(1)(E) and (a)(2) and section 407(a)(2) of
the Act do not apply to the receipt and holding, by a
Provident Plan, of Sponsor Class A Shares, whose fair
market value exceeds 10 percent of the value of the
total assets held by such Plan.
Grant; PTE 2002-09
D-10984
G: 67 FR 5316 (02/05/02)
P: 66 FR 49408 (09/27/01)
Prudential Insurance Company of America
(Prudential Insurance)
Permits, effective September 27,
2001, (1) the receipt of shares of common stock (the
Common Stock) issued by Prudential Financial, Inc. or
(2) the receipt of cash or policy credits by any
eligible policyholder of Prudential Insurance which is
an employee benefit plan (the Plan), including Plans
sponsored by Prudential Insurance and/or its affiliates
for the benefit of their own employees, in exchange for
such Eligible Policyholder's mutual membership interest
in Prudential Insurance, pursuant to a plan of
conversion adopted by Prudential Insurance and
implemented in accordance with section 17:17C-2 of the
New Jersey Insurance Law. Also permits, effective
September 27, 2001, the receipt and holding, by the
Prudential Welfare Plan, of Common Stock whose fair
market value exceeds 10 percent of the fair market value
of the total assets held by such Plan.
Prudential Insurance Company of
America and Its Affiliates (collectively, Prudential)
Permits, effective December 13, 2001,
the acquisition, holding and disposition of common stock
issued by Prudential Financial, Inc. and/or common stock
issued by a Prudential affiliate by Index and
Model-Driven Funds that are managed by Prudential, in
which client-plans of Prudential invest.
Metropolitan Life Insurance Company
(MetLife Insurance) and its Affiliates (collectively,
MetLife)
Permits, for the period from December
7, 2000 until January 9, 2002, the acquisition, holding
and disposition of the common stock of MetLife, Inc.
(the parent of MetLife Insurance) by Index and
Model-Driven Funds that are managed by MetLife, in which
client-plans of MetLife invest.
Permits the proposed contribution(s)
to the Plan of shares (the Shares) of Schering-Plough
Corporation to be received annually by Carl Mundy, Jr.,
a disqualified person with respect to the Plan, as
compensation in the form of Shares in lieu of cash.
Massachusetts Mutual Insurance Company
(MassMutual)
Permits (1) for the period from April
1, 1995 until June 6, 2002 and for the period after June
6, 2002, the purchase, by an employee benefit plan (the
Client Plan) (directly or through a single customer or
pooled separate account or other pooled vehicle), of
shares of one or more diversified open-end management
investment companies (Fund or Funds) in exchange for
Client Plan assets transferred in-kind to a Fund from a
single customer or pooled separate account or other
pooled vehicle holding plan assets maintained by
MassMutual (a Separate Account), where MassMutual or its
affiliate is the Fund's investment adviser and a Client
Plan fiduciary; (2) permits, for the period from April
1, 1995 until June 6, 2002 and for the period after June
6, 2002, the receipt of fees by MassMutual from the
Funds for acting as an investment adviser for such
Funds, as well as for providing other services to the
Funds, which are "Secondary Services," in
connection with the investment by the Client Plans for
which MassMutual serves as a fiduciary in shares of the
Funds.
Permits, effective February 5, 2002,
an employee benefit plan (the Plan), whose assets are
managed by PIMCO, as trustee, investment manager or
discretionary fiduciary, to purchase shares of one or
more open-end management investment companies registered
under the Investment Company Act of 1940, to which PIMCO
or any affiliate of PIMCO serves as an investment
adviser and may provide other services, in exchange for
securities held by the Plan in an account (the Account)
or sub-Account) with PIMCO.
Permits, effective June 15, 2001,
certain in kind redemptions by the Union Bank of
California Retirement Plan or any other employee benefit
plan established by UBOC or an affiliate of UBOC of
shares of proprietary mutual funds offered by the
HighMark Fund or other investment companies for which
HighMark Capital Management, Inc. or an affiliate
thereof provides investment advisory or other services.
Grant; PTE 2002-07
L-10937
G: 67 FR 2687 (01/18/02)
P: 66 FR 49415 (09/27/01)
Ford Motor Company (Ford)
Permits, effective August 4, 2000,
(1) the receipt by the Ford-UAW Benefits Trust (the VEBA)
of approximately $2.9 billion of certain securities (the
Partnership Securities) pursuant to the redemption by
the VEBA of its interest in the Ford Enhanced Investment
Partnership and the Ford Super-Enhanced Investment
Partnership; and (2) the transfer of the Partnership
Securities by the VEBA to Ford in exchange for the
transfer of approximately $2.9 billion of certain
Ford-owned securities to the VEBA.
J. Penner Corporation Profit Sharing
Plan (the Plan)
Permits (1) the sale of certain
improved real property (the Property) by Thomas G.
Frazier and Carol G. Frazier to their respective
participant directed individual investment accounts (the
Accounts) in the Plan; and (2) the simultaneous lease of
the Property by the Accounts to J. Penner Corporation,
the Plan’s sponsor and a party in interest with
respect to the Plan.
Permits, effective May 1, 2002, (1)
the past and continued leasing (the Lease) of certain
improved real property by the Plan to A. Raimondo Inc.
(the Employer), a party in interest with respect to the
Plan; and (2) the exercise, by the Employer, of options
to renew the Lease, for two additional terms.
Smart Chevrolet Co. Employees’
Profit Sharing Retirement Plan
Temporarily permits, until
September 16, 2007, (1) the secured loans by the Plan
to Motors Finance Company (Motors), a party in
interest with respect to the Plan; and (2) the
guaranty of such loans by the individual partners of
Motors.
Adams Wood Products, Inc. Profit
Sharing Plan (the Plan)
Permits (1) a non-interest bearing
loan by Adams Wood Products, Inc. (AWP), the Plan
sponsor, to the Plan to reimburse the Plan for losses
incurred concerning past investments by the Plan in
certain promissory notes (the Notes); and (2) the
potential repayment by the Plan to AWP of certain moneys
if the Plan recovers any of the investments in the
Notes.
Cargill, Incorporated and Associated Companies Salaried Employees’
Pension Plan, et al.
Permits, effective October 18, 1996, (1) the acquisition and holding of
certain shares of Cargill, Incorporated common stock (the Common Stock) by the
Cargill, Incorporated and Associated Companies Master Trust (the Master Trust);
and (2) the acquisition, holding and, where relevant, exercise by the Master
Trust of a certain irrevocable put option associated with the Common Stock.
Permits, effective November 19, 1999, the establishment by Brookshire of a
minimum price guarantee for the valuation and purchase by Brookshire of “Profit
Sharing Stock” owned by the Brookshire Brothers Employee Stock Ownership Plan
(the ESOP). (“Profit Sharing Stock” is defined as the 600,182 shares of the
common stock of Brookshire’s parent company, which were transferred from
Brookshire’s Profit Sharing Plan to the ESOP on November 19, 1999.)
Permits (1) the purchase, by a welfare plan (the Plan), whose hospital
sponsor is a member of CHCA, of third party insurance, through
CHCA, the broker
of record and a party in interest with respect to such Plan; and (2) the receipt
of an insurance sales commission by CHCA from the third party insurance company,
in connection with the purchase of an insurance policy with the assets of the Plan.
State Farm Mutual Automobile Insurance Co. and State Farm VP Management Corp.
(the Applicants)
Permits, as of May 1, 2001, the purchase or redemption of an institutional
class of shares of State Farm mutual funds (the Funds) by pension plans, which
are established by: (1) independent contractor agents (the Agents) of State Farm
Mutual Automobile Insurance Company or its affiliates, who are also registered
representatives of State Farm VP Management Corp, for themselves and their
employees; and (2) the family members (the Family Members) of such Agents.
The Applicants determined that the transactions were not covered by PTCE 77-3
(42 FR 18734, April 8, 1974) because the Agents and their Family Members were
not affiliated persons of any of the Funds, investment advisers to any of the
Funds or principal underwriters of such Funds within the meaning of section
2(a)(3) of the Investment Company Act of 1940. The Applicants also determined
that the subject transactions were not covered by PTCE 77-4 (42 FR 18732, April
8, 1974) because the investment adviser of the Funds was not a fiduciary of the
Plans. However, because the transactions appeared to parallel the transactions
contemplated by PTCEs 77-3 and 77-4, comparable exemptive relief was requested.
Connecticut Plumbers and Pipefitters Pension Fund (the Pension Fund);
Connecticut Pipe Trades Local No. 777Annuity Fund (the Annuity Fund); and
Connecticut Pipe Trades Health Fund (the Health Fund; collectively, the Funds)
Permits, effective September 1, 1999, the purchase (the Purchase) by the
Health Fund of the common stock of Employee Benefit Administrators, Inc. From
Michael W. Daly and Virginia S. Daly, parties in interest with respect to the
Health Fund, and the subsequent reallocation of the Purchase price among the
Funds, including “makewhole” payments representing lost earnings in
connection with the Purchase.
Permits, effective September 16, 1998, the acquisition, on behalf of the
Central States, Southeast and Southwest Areas Pension Fund (the Fund), of
certain Argentine bonds from MS&Co, a party in interest with respect to the
Fund, by the Capital Asset Trust, at the direction of Alliance Capital
Management L.P., an investment manager for the Fund.
Permits, effective June 19, 2002, (1) the purchase or redemption of interests
in the Banc Fund VI L.P. (the Partnership) by employee benefit plans (the Plans)
investing in the Partnership, where TBFC, a party in interest with respect to
the Plans, is the general partner of MidBanc VI, L.P., which is, in turn, the
general partner (the General Partner) of the Partnership; (2) the sale, for cash
or other consideration, by the Partnership of certain securities that are held
as Partnership assets to a party in interest with respect to a Plan
participating in the Partnership, where the party in interest proposes to
acquire or merge with the portfolio company that issued such securities; and (3)
the payment to the General Partner, by Plans participating in the Partnership,
of an incentive fee which is intended to reward the General Partner for the
superior performance of investments in the Partnership.
Alaska United Food and Commercial Workers Health and Security Trust Fund (the
Plan)
Permits, effective August 1, 2000, the purchase by Plan participants and
beneficiaries of prescription drugs from Safeway, Inc., a party in interest with
respect to the Plan.
J. Penner Corporation Profit Sharing Plan (the Plan)
Permits (1) the sale of certain improved real property (the Property) by
Thomas G. Frazier and Carol G. Frazier to their respective participant directed
individual investment accounts (the Accounts) in the Plan; and (2) the
simultaneous lease of the Property by the Accounts to J. Penner Corporation, the
Plan’s sponsor and a party in interest with respect to the Plan.
Twin City Iron Workers Apprenticeship and Training Fund (the Trust Fund)
Permits, effective May 22, 2000, the past purchase of a certain parcel of
unimproved real property by the Trust Fund from the Twin City Union No. 512 of
Bridge, Structural and Ornamental Workers, Inc., a party in interest with
respect to the Trust Fund.
Louisville Electrical Joint Apprentice and Training Committee Trust Fund (the
Fund)
Permits the purchase by the Fund of an interest in a condominium regime from
the International Brotherhood of Electrical Workers, Local 369 Building
Corporation, a party in interest with respect to the Fund.
Deutsche Bank was granted relief similar to that provided to a qualified
professional asset manager (QPAM) under Prohibited Transaction Class Exemption
84-14 (PTCE 84-14). Deutsche Bank could not rely on the relief provided by PTCE
84-14, because the class exemption does not permit a foreign bank to act as a
QPAM. The administrative exemption for Deutsche Bank contains conditions similar
to those in PTCE 84-14 and also contains conditions designed to minimize the
risks associated with Deutsche Bank's foreign nationality.
Specifically, the exemption permits (1) transactions between parties in
interest with respect to a plan and an investment fund in which such plan has an
interest, if the assets in which such fund are managed by Deutsche Bank; (2) the
sale, leasing, servicing of goods, or the furnishing of services to an
investment fund managed by Deutsche Bank by an employer or an affiliate, and the
leasing of office or commercial space by such investment fund to an employer or
an affiliate where plans sponsored by such employer or an affiliate have an
interest in such fund; (3) the leasing of office or commercial space by an
investment fund managed by Deutsche Bank to Deutsche Bank or a person who is a
party in interest of a plan by virtue of a relationship to Deutsche Bank, as
described in section 3(14)(G), (H) or (I) of the Act, or a person not eligible
for the general exemption set forth in Part I of the final exemption by reason
of the authority to appoint or terminate Deutsche Bank as a manager of any of
the plan's assets, or to negotiate the terms of the management agreement with
Deutsche Bank (including renewals or modifications thereof) on behalf of such
plan, during the one year period preceding the transaction; and (4) the
furnishing of services and facilities (and goods incidental thereto) by a place
of public accommodation owned by an investment fund which is managed by Deutsche
Bank to a party in interest with respect to a plan having an interest in such
fund. The exemption is effective from June 12, 2001 through July 27, 2009.
Permits HSBC Asset Management Americas, Inc., HSBC Asset Management Hong
Kong, Ltd., HSBC Bank USA, and any current affiliate of HSBC that is eligible to
serve or becomes eligible to serve as a qualified professional asset manager (a
QPAM) under PTE 84-14, HSBC itself, if in the future it becomes a
QPAM, and any
newly-acquired or newly established affiliate of HSBC that is a QPAM or in the
future becomes a QPAM, other than Republic New York Securities Corporation (RNYSC),
to function as a QPAM, pursuant to the terms and conditions of PTE 84-14, for
the period beginning on December 17, 2001, and ending April 26, 2012, solely
because of a failure to satisfy Section I(g) of PTE 84-14, as a result of an
affiliation with RNYSC.
