Prohibited Transaction Class Exemption 96-62, Process for Expedited Approval of an Exemption for Prohibited Transaction

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Federal Register / Vol. 67, No. 128 / Wednesday, July 3, 2002 / Notices

Total Burden Cost (capital/startup):
$0.
Total Burden Cost (operating/
maintenance): $0.
Comments submitted in response to
this notice will be summarized and/or
included in the request for Office of
Management and Budget approval of the
information collection request; they also
will become a matter of public record.
Signed at Washington, DC, this 24th day of
June 2002.
Jesu´ s Salinas,
Acting Chief, Division of Management
Systems, Bureau of Labor Statistics.
[FR Doc. 02–16718 Filed 7–2–02; 8:45 am]
BILLING CODE 4510–24–P

DEPARTMENT OF LABOR
Pension and Welfare Benefits
Administration
[Application No: D–10936]

Adoption of Amendment to Prohibited
Transaction Exemption 96–62 (PTE 96–
62) To Permit Certain Authorized
Transactions Between Plans and
Parties in Interest
AGENCY: Pension and Welfare Benefits
Administration, Department of Labor.
ACTION: Adoption of amendment to PTE
96–62.
SUMMARY: This document amends PTE
96–62 (61 FR 39988, July 31, 1996). PTE
96–62 permits certain prospective
transactions between employee benefit
plans and parties in interest where such
transactions are specifically authorized
by the Department and are subject to
terms, conditions and representations
which are substantially similar to two
individual exemptions granted by the
Department within the 60 month period
ending on the date of filing of a written
submission seeking authorization for the
transaction. The amendment affects
plans, participants and beneficiaries of
such plans and certain persons engaging
in such transactions.
EFFECTIVE DATE: This amendment is
effective July 3, 2002.
FOR FURTHER INFORMATION CONTACT:
Allison Padams Lavigne, Office of
Exemption Determinations, Pension and
Welfare Benefits Administration at (202)
693–8540 (This is not a toll-free
number.)
SUPPLEMENTARY INFORMATION: On March
20, 2002, notice was published in the
Federal Register (67 FR 13019) of the
pendency before the Department of a
proposed amendment to PTE 96–62.
PTE 96–62 provides relief from a
restriction described in sections 406(a)

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and 406(b) of the Employee Retirement
Income Security Act (ERISA or the Act)
or a parallel restriction described in
section 8477(c)(2) of the Federal
Employees’ Retirement Systems Act
(FERSA), and from the taxes imposed by
section 4975(a) and (b) of the Internal
Revenue Code of 1986 (the Code), by
reason of a parallel provision described
in section 4975(c)(1)(A) through (F) of
the Code. The amendment adopted by
this notice was proposed by the
Department on its own motion pursuant
to section 408(a) of ERISA and section
4975(c)(2) of the Code and in
accordance with the procedures set
forth in 29 CFR part 2570, subpart B (55
FR 32836, August 10, 1990).1
The notice gave interested persons an
opportunity to comment or to request a
hearing on the proposed amendment.
No public comments or requests for a
hearing were received.
For the sake of convenience, the
entire text of PTE 96–62, as amended,
has been reprinted with this notice.
Description of the Exemption
Section I of PTE 96–62 provides relief
from certain of the restrictions described
in section 406(a) of ERISA and from the
taxes imposed by section 4975(a) and (b)
of the Code, by reason of a parallel
provision described in section
4975(c)(1)(A) through (D) of the Code,
for a transaction between a plan and a
party in interest with respect to such
plan, provided the conditions of the
exemption are met. Under section II,
additional relief is provided from
certain of the restrictions described in
section 406(b) of ERISA and the parallel
restrictions described in section
8477(c)(2) of FERSA, as well as from the
taxes imposed by section 4975(a) and (b)
of the Code, by reason of a parallel
provision described in section
4975(c)(1)(E) and (F). Sections I(a) and
II(a) require that the transaction be
substantially similar (as defined in
section IV(a) of PTE 96–62) to
transactions described in at least two
individual exemptions that were
granted by the Department, and which
provided relief from the same
restrictions as requested by the party,
within the 60-month period ending on
the date of filing of the written
submission.2
The amendment granted by this
notice expands sections I(a) and II(a) to
1 Section 102 of Reorganization Plan No. 4 of
1978 (5 U.S.C. App. 1 (1996)) generally transferred
the authority of the Secretary of the Treasury to
issue administrative exemptions under section
4975(c)(2) of the Code to the Secretary of Labor.
2 Section IV(a) defines the term ‘‘substantially
similar’’ to mean alike in all respects as determined
by the Department, in its sole discretion.

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permit parties to either base their
submission on substantially similar
transactions described in two individual
exemptions granted within the past 60
months; or on one individual exemption
granted within the past 120 months and
one transaction which received final
authorization by the Department under
PTE 96–62 within the past 60 months
(the Authorized Transaction). The
Department believes that the alternate
method for satisfying the requirements
of sections I(a) and II(a) will continue to
ensure that the transactions that the
party compares to its proposed
transaction reflect the current policies of
the Department.3 The amendment also
adds a definition for the term
‘‘Authorized Transaction’’ in section
IV(g).
The Department notes that all other
conditions contained in PTE 96–62
must continue to be satisfied with
respect to those parties seeking to base
their submissions on an Authorized
Transaction rather than on two
substantially similar individual
exemptions. Accordingly, these parties
should submit, among other things, a
comparison of the proposed transaction
with the Authorized Transaction and
the transaction which was the subject of
the individual exemption, including an
explanation as to why any differences
should not be considered material.
General Information
The attention of interested persons is
directed to the following:
(1) The fact that a transaction is the
subject of an exemption under section
408(a) of the Act and section 4975(c)(2)
of the Code does not relieve a fiduciary
or other party in interest or disqualified
person from certain other provisions of
ERISA and the Code to which the
exemption does not expressly apply and
the general fiduciary provisions of
section 404 of ERISA. Section 404
requires, in part, that a fiduciary
discharge his or her duties respecting
the plan solely in the interest of
participants and beneficiaries of the
plan and in a prudent fashion in
3 The Department maintains, on its website
(www.dol.gov/pwba) a list of Authorized
Transactions. This list includes the following
information: The final authorization numbers, the
name of the applicants, a description of the
transactions, and the grant numbers and Federal
Register citations of the exemptions on which the
submissions were based. Parties wishing to base
their submissions on an Authorized Transaction
will be able to refer to the submissions previously
filed by parties under PTE 96–62 and to the two
granted individual exemptions identified as
substantially similar for additional information
regarding the subject transactions.

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Federal Register / Vol. 67, No. 128 / Wednesday, July 3, 2002 / Notices
accordance with section 404(a)(1)(B) of
ERISA. This exemption, if granted, does
not affect the requirement of section
401(a) of the Code that a plan must
operate for the exclusive benefit of the
employees of the employer maintaining
the plan and their beneficiaries;
(2) The Department finds that the
exemption is administratively feasible,
in the interests of the plan(s) and of
participants and beneficiaries, and
protective of the rights of the
participants and beneficiaries of the
plan(s);
(3) This amendment is supplemental
to and not in derogation of any other
provisions of ERISA or the Code,
including statutory or administrative
exemptions and transitional rules.
Furthermore, the fact that a transaction
is subject to an administrative or
statutory exemption is not dispositive of
whether the transaction is in fact a
prohibited transaction; and
(4) The amendment is applicable to a
transaction only if the transaction
satisfies the conditions specified in the
class exemption.
Exemption
Accordingly, PTE 96–62 is amended
under the authority of section 408(a) of
ERISA, section 4975(c)(2) of the Code
and section 8477(c)(3) of FERSA, and in
accordance with the procedures set
forth in 29 CFR 2570, subpart B (55 FR
32836, August 10, 1990).
Section I—General Exemption.
Effective July 31, 1996, a restriction
described in section 406(a) of ERISA,
and the taxes imposed by section
4975(a) and (b) of the Code, by reason
of a parallel provision described in
section 4975(c)(1)(A) through (D) of the
Code, shall not apply to a transaction
between a plan and a party in interest
with respect to such plan, provided the
following conditions are met:
(a) The transaction is substantially
similar (as defined in section IV(a)) to
transactions described in: (a) At least
two individual exemptions that were
granted by the Department, and
provided relief from the same
restriction, within the 60-month period
ending on the date of filing of the
written submission referred to in section
III(a); or (b) effective July 3, 2002, one
individual exemption that was granted
by the Department, and provided relief
from the same restriction, within the
120-month period ending on the date of
filing of the written submission referred
to in section III(a), and at least one
Authorized Transaction (as defined in
section IV(g));
(b) There is little, if any, risk of abuse
or loss to the plan participants and

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beneficiaries as a result of the
transaction; and
(c) Prior to its execution, the
transaction has met the requirements
described in section III.
Section II—Specific Exemption.
Effective July 31, 1996, a restriction
described in section 406(b) of ERISA, or
a parallel restriction described in
section 8477(c)(2) of FERSA, and the
taxes imposed by sections 4975(a) and
(b) of the Code, by reason of a parallel
provision described in section
4975(c)(1)(E) and (F) of the Code, shall
not apply to a transaction between a
plan and a party in interest with respect
to such plan, provided the following
conditions are met:
(a) The transaction is substantially
similar (as defined in section IV(a)) to
transactions described in: (a) At least
two individual exemptions that were
granted by the Department, and
provided relief from the same
restriction, or if FERSA relief is
requested, the ERISA relief provided
parallels the restrictions of section
8477(c)(1) of FERSA, within the 60month period ending on the date of
filing of the written submission referred
to in section III(a); or (b) effective July
3, 2002, one individual exemption that
was granted by the Department, and
provided relief from the same
restriction, within the 120-month period
ending on the date of filing of the
written submission referred to in section
III(a), and at least one Authorized
Transaction (as defined in section IV(g));
(b) There is little, if any, risk of abuse
or loss to the plan participants and
beneficiaries as a result of the
transaction;
(c) Prior to its execution, the
transaction has met the requirements
described in section III;
(d) Where either of the previously
granted exemptions identified in the
written submission described in section
III, required the involvement of an
independent fiduciary, an independent
fiduciary has reviewed the proposed
transaction and determined that the
transaction would be in the interests
and protective of the plan and its
participants and beneficiaries;
(e) The independent fiduciary
described in section II(d) represents the
interests of the plan in the execution of
the transaction; and
(f) If the transaction is continuing in
nature, the independent fiduciary
described in section II(d)—
(1) Represents the interests of the plan
for the duration of the transaction and
monitors the transaction on behalf of the
plan;
(2) Enforces compliance with all
conditions and obligations imposed on

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any party dealing with the plan with
respect to the transaction; and
(3) Ensures that the transaction
remains in the interests of the plan.
Section III—Authorization
Requirements. The requirements for this
section are met if:
(a) A written submission is filed with
the Department with respect to the
transaction which contains the
following information:
(1) A separate written declaration by
the party who is to engage in the
transaction that the written submission
is made with the intention of
demonstrating compliance with the
conditions of this class exemption,
(2) All information required to be
submitted with an individual exemption
application in accordance with the
procedures set forth in 29 CFR 2570
subpart B,
(3) A specific statement
demonstrating that the proposed
transaction poses little, if any, risk of
abuse or loss to the plan participants
and beneficiaries,
(4) A comparison of the proposed
transaction to at least two substantially
similar transactions which were the
subject of individual exemptions
granted by the Department, or the
subject of an individual exemption
granted by the Department within the
120-month period and an Authorized
Transaction, and an explanation as to
why any differences should not be
considered material for purposes of this
exemption, and
(5) A complete and accurate draft of
the notice (as defined in section IV(b))
prepared for distribution to interested
persons and a description of the
proposed method of distribution for
such notice.
(b) With respect to a transaction
described in section II of this
exemption, the written submission
referred to in section (a) above contains
the following additional information:
(1) The identity of the independent
fiduciary,
(2) A description of such fiduciary’s
independence from the parties in
interest involved in the subject
transaction,
(3) A statement by the independent
fiduciary containing an explanation as
to why the subject transaction is in the
interest and protective of the
participants and beneficiaries of the
plan(s) involved,
(4) An agreement by the independent
fiduciary to represent the interests of the
plan(s) involved in the transaction, and
(5) A description of the procedures for
replacement of the independent
fiduciary, if necessary, during the term
of the transaction.

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Federal Register / Vol. 67, No. 128 / Wednesday, July 3, 2002 / Notices

(c) The transaction meets the
requirements for tentative authorization
(as defined in section IV(c)) from the
Department.
(d) Following tentative authorization,
the party who is to engage in the
transaction provides written notice (as
defined in section IV(b)) to interested
persons in a manner that is reasonably
calculated to result in the receipt of
such notice by interested persons,
informs interested persons of the date of
the expiration of the comment period,
and resolves all substantive adverse
comments (as defined in section IV(f)) to
the satisfaction of the Department.
(e) The transaction meets the
requirements for final authorization (as
defined in section IV(d)).
Section IV—Definitions. (a) The term
‘‘substantially similar’’ means alike in
all material respects as determined by
the Department, in its sole discretion.
(b) The term ‘‘notice’’ means written
notification to interested persons which
includes—
(1) An objective description of the
transaction, including all material terms
and conditions,
(2) The approximate date on which
the transaction will occur,
(3) A statement that the proposed
transaction has met the requirements for
tentative authorization under this
exemption,
(4) A statement apprising interested
persons of their right to comment to the
Department on the proposed transaction
at the following address: Office of
Exemption Determinations, U.S.
Department of Labor, 200 Constitution
Ave, NW, Room N–5649, Washington,
DC 20210,
(5) The expiration date of the
comment period, and
(6) The Federal Register citations for
the prior exemption(s) and/or the final
authorization number of the Authorized
Transaction (including the related
Federal Register citations for the prior
exemptions cited therein) identified by
the party as substantially similar to the
contemplated transaction.
(c) For purposes of this exemption,
‘‘tentative authorization’’ occurs upon
the earlier of:
(1) The expiration of the 45-day
period following an acknowledgment by
the Department of receipt of the written
submission with respect to the
transaction under this exemption unless
the Department has notified the party
who is to engage in the transaction
during that period that the transaction is
not eligible for authorization under the
terms of this exemption, or
(2) The issuance of a written
determination by the Department during
the 45-day period that the proposed

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transaction meets the requirements for
tentative authorization.
(d) For purposes of this exemption,
‘‘final authorization’’ occurs upon the
expiration of:
(1) The five (5) day period
immediately following the comment
period (as defined in section IV(e)),
unless the Department notifies the party
that the transaction is not eligible for
authorization under the terms of this
exemption, and
(2) If necessary in order to resolve any
substantive adverse comments received
by the Department from interested
persons within the comment period, a
period of time extending beyond the
five-day period immediately following
the comment period as mutually agreed
between the Department and the party.
(e) The term ‘‘comment period’’
means the 25-day period following the
completion of distribution of the notice
to interested persons by the party who
is to engage in the transaction. For this
purpose, distribution of notice by first
class mail will be deemed complete
three business days following the date
of mailing to interested persons.
(f) The term ‘‘substantive adverse
comments’’ means those comments
submitted by interested persons to the
Department within the prescribed
comment period which raise significant
factual, legal or policy issues regarding
the transaction as determined by the
Department.
(g) The term ‘‘Authorized
Transaction’’ means a transaction that
has received final authorization
pursuant to PTE 96–62 within a 60month period ending on the date of the
filing of the written submission referred
to in section III(a).
Section V—Optional Checklist.
Completion and submission of the
following optional checklist to
accompany the written submission
described in section III(a) will assist the
Department in the consideration of the
transaction under the class exemption.
The written submission filed with the
Department contains the following
information:
[ ] A separate written declaration of
the intent to comply with the conditions
of the class exemption.
[ ] All information required to be
submitted with an individual exemption
application under 29 CFR 2570 subpart
B.
[ ] A statement demonstrating that
the transaction poses little, if any, risk
of abuse or loss to the plan participants
and beneficiaries.
[ ] A comparison of the proposed
transaction to at least two substantially
similar transactions which were the
subject of individual exemptions

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granted within the 60-month period
ending on the date of the filing, or the
subject of one individual exemption that
was granted by the Department within
the 120-month period ending on the
date of filing, and at least one
Authorized Transaction and an
explanation why any differences should
not be considered material.
[ ] A complete and accurate draft of
the notice to interested persons (as
described in section IV(b)).
[ ] A description of the proposed
method of distribution for such notice.
If either of the previously granted
exemptions or the Authorized
Transactions identified in the written
submission required the involvement of
an independent fiduciary, the written
submission must contain the following
additional information:
[ ] The identity of the independent
fiduciary responsible for reviewing the
proposed transaction, and representing
the interests of the plan in the execution
of the transaction. (If the transaction is
continuing in nature, the independent
fiduciary represents the interests of the
plans for the duration of the transaction
and takes all necessary action on behalf
of the plan.)
[ ] A description of such fiduciary’s
independence from the parties involved
in the transaction.
[ ] A statement from the
independent fiduciary explaining why
the transaction is in the interests and
protective of the plan participants and
beneficiaries.
[ ] An agreement by the independent
fiduciary to represent the interests of the
plan.
[ ] A description of the procedures
for the replacement of the independent
fiduciary, if necessary, during the term
of the transaction.
The notice to interested persons filed
with the Department includes the
following information:
[ ] An objective description of the
transaction, including all material terms
and conditions.
[ ] The approximate date on which
the transaction will occur.
[ ] A statement that the transaction
has met the requirements for tentative
authorization under the exemption.
[ ] A statement apprising interested
persons of their right to comment on the
proposed transaction at the address
contained in the exemption.
[ ] The expiration date of the
comment period.
[ ] The Federal Register citations for
the prior exemption(s) and/or the final
authorization number of the Authorized
Transaction (including the related
Federal Register citations for the prior
exemptions cited therein) identified by

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Federal Register / Vol. 67, No. 128 / Wednesday, July 3, 2002 / Notices
the party as substantially similar to the
contemplated transaction.
Signed at Washington, DC this 28th day of
June, 2002.
Ivan L. Strasfeld,
Director, Office of Exemption Determinations,
Pension and Welfare Benefits Administration,
Department of Labor.
[FR Doc. 02–16737 Filed 7–2–02; 8:45 am]
BILLING CODE 4510–29–P

Notice to Interested Persons

DEPARTMENT OF LABOR
Pension and Welfare Benefits
Administration
[Application No. D–10991, et al.]

Proposed Exemptions; Deutsche Bank
AG and Its Affiliates
AGENCY: Pension and Welfare Benefits
Administration, Labor.
ACTION: Notice of proposed exemptions.
SUMMARY: This document contains
notices of pendency before the
Department of Labor (the Department) of
proposed exemptions from certain of the
prohibited transaction restrictions of the
Employee Retirement Income Security
Act of 1974 (the Act) and/or the Internal
Revenue Code of 1986 (the Code).

Written Comments and Hearing
Requests
All interested persons are invited to
submit written comments or requests for
a hearing on the pending exemptions,
unless otherwise stated in the Notice of
Proposed Exemption, within 45 days
from the date of publication of this
Federal Register Notice. Comments and
requests for a hearing should state: (1)
the name, address, and telephone
number of the person making the
comment or request, and (2) the nature
of the person’s interest in the exemption
and the manner in which the person
would be adversely affected by the
exemption. A request for a hearing must
also state the issues to be addressed and
include a general description of the
evidence to be presented at the hearing.
ADDRESSES: All written comments and
requests for a hearing (at least three
copies) should be sent to the Pension
and Welfare Benefits Administration
(PWBA), Office of Exemption
Determinations, Room N–5649, U.S.
Department of Labor, 200 Constitution
Avenue, NW., Washington, DC 20210.
Attention: Application No. lllll,
stated in each Notice of Proposed
Exemption. Interested persons are also
invited to submit comments and/or
hearing requests to PWBA via e-mail or
FAX. Any such comments or requests
should be sent either by e-mail to:

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‘‘moffittb@pwba.dol.gov’’, or by FAX to
(202) 219–0204 by the end of the
scheduled comment period. The
applications for exemption and the
comments received will be available for
public inspection in the Public
Documents Room of the Pension and
Welfare Benefits Administration, U.S.
Department of Labor, Room N–1513,
200 Constitution Avenue, NW.,
Washington, DC 20210.

Jkt 197001

Notice of the proposed exemptions
will be provided to all interested
persons in the manner agreed upon by
the applicant and the Department
within 15 days of the date of publication
in the Federal Register. Such notice
shall include a copy of the notice of
proposed exemption as published in the
Federal Register and shall inform
interested persons of their right to
comment and to request a hearing
(where appropriate).
SUPPLEMENTARY INFORMATION: The
proposed exemptions were requested in
applications filed pursuant to section
408(a) of the Act and/or section
4975(c)(2) of the Code, and in
accordance with procedures set forth in
29 CFR Part 2570, Subpart B (55 FR
32836, 32847, August 10, 1990).
Effective December 31, 1978, section
102 of Reorganization Plan No. 4 of
1978, 5 U.S.C. App. 1 (1996), transferred
the authority of the Secretary of the
Treasury to issue exemptions of the type
requested to the Secretary of Labor.
Therefore, these notices of proposed
exemption are issued solely by the
Department.
The applications contain
representations with regard to the
proposed exemptions which are
summarized below. Interested persons
are referred to the applications on file
with the Department for a complete
statement of the facts and
representations.
Deutsche Bank AG and Its Affiliates,
Located in Frankfurt am Main,
Germany
[Application No. D–10991]

Proposed Exemption
The Department is considering
granting an exemption under the
authority of section 408(a) of the Act
and section 4975(c)(2) of the Code and
in accordance with the procedures as set
forth in 29 CFR part 2570, subpart B (55
FR 32836, 32847, August 10, 1990).1
1 For purposes of the proposed exemption, all
references to specific provisions of Title I of the
Act, unless otherwise indicated, shall refer also to
the corresponding provisions of the Code.

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Section I—Transactions
If the exemption is granted, the
restrictions of section 406(a)(1)(A)
through (D) of the Act and the sanctions
resulting from the application of section
4975 of the Code, by reason of section
4975(c)(1)(A) through (D) of the Code,
shall not apply, as of April 24, 2001, to
(a) the lending of securities, under
certain ‘‘exclusive borrowing’’
arrangements, to
(1) Deutsche Bank AG (Deutsche
Bank); or
(2) Its affiliates Deutsche Bank
Securities Inc. (DBS), Deutsche Bank
AG, New York Branch (DBNY), and the
‘‘Foreign Borrowers,’’ as defined in
Section III (collectively, with Deutsche
Bank, referred to as the ‘‘Borrowers,’’ as
defined in Section III)
by employee benefit plans (Plans),
including commingled investment
funds holding assets of such Plans, with
respect to which the Borrowers are a
party in interest; and
(b) The receipt of compensation by
Deutsche Bank or its affiliates in
connection with the securities lending
transactions, provided that the
conditions, set forth in Section II, are
satisfied.
Section II—Conditions
(a) For each Plan, neither the
Borrower nor any affiliate has or
exercises discretionary authority or
control over the Plan’s investment in the
securities available for loan, nor do they
render investment advice (within the
meaning of 29 CFR 2510.3–21(c)) with
respect to those assets.
(b) The party in interest dealing with
the Plan is a party in interest with
respect to the Plan (including a
fiduciary) solely by reason of providing
services to the Plan, or solely by reason
of a relationship to a service provider
described in section 3(14)(F), (G), (H), or
(I) of the Act.
(c) The Borrower directly negotiates
an exclusive borrowing agreement (the
Borrowing Agreement) with a Plan
fiduciary that is independent of the
Borrower and its affiliates.
(d) The terms of each loan of
securities by a Plan to a Borrower are at
least as favorable to such Plan as those
of a comparable arm’s length transaction
between unrelated parties, taking into
account the exclusive arrangement.
(e) In exchange for granting the
Borrower the exclusive right to borrow
certain securities, the Plan receives from
the Borrower either (i) a flat fee (which
may be equal to a percentage of the
value of the total securities subject to
the Borrowing Agreement from time to
time), (ii) a periodic payment that is

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