PTE 1984-14 for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers

Federal Register / Vol. 75, No. 128 / Tuesday, July 6, 2010 / Notices
or disliked; what worked or didn’t work;
whether it satisfied your need for
information or if it didn’t, or anything
else that you think is important for us
to know. Your comments will be most
helpful if you can be very specific in
relating your experience.
We value your comments, and would
really like to hear from you. Please send
any comments you have to Eileen
Muirragui at muirragui.eileen@dol.gov
or via mail to the U.S. Department of
Labor, Office of Child Labor, Forced
Labor, and Human Trafficking, Room
S–5317, 200 Constitution Avenue, NW.,
Washington, DC 20210.
Signed at Washington, DC, this 29th day of
June 2010.
Sandra Polaski,
Deputy Undersecretary for International
Affairs.
[FR Doc. 2010–16219 Filed 7–2–10; 8:45 am]
BILLING CODE 4510–28–P

DEPARTMENT OF LABOR
Occupational Safety and Health
Administration
Susan Harwood Training Grant
Program, FY 2010

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AGENCY: Occupational Safety and Health
Administration, Labor.
ACTION: Notification of Funding
Opportunity for Susan Harwood
Training Grant Program, FY 2010.

Funding Opportunity No.: SHTG–FY–
10–02
Catalog of Federal Domestic
Assistance No.: 17.502
SUMMARY: This notice announces grant
availability of approximately $2.75
million for the Susan Harwood Training
Grant Program for Targeted Topic
training grants. The complete Harwood
solicitation for grant applications (SGA)
for Targeted Topic training grants is
available at: http://www.grants.gov.
Targeted Topic training grants will
support the development of quality
safety and health training materials and/
or the conduct of training for workers
and/or employers at multiple worksites
addressing one or more of the 30
occupational safety and health hazards
OSHA has selected for this grant
solicitation. The full list of selected
training topics is listed in the
solicitation for grant applications that is
available on grants.gov. The Agency
may award grants for some or all of the
listed Targeted Topic training topics.
Targeted Topic training grants will be
awarded for a 12-month project
performance period. The maximum
funding that can be requested for the 12-

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month project performance period is
$250,000.
DATES: Targeted Topic training grant
applications must be received
electronically by the Grants.gov system
no later than 4:30 p.m., E.T. on Friday
August 6, 2010, the application deadline
date.
ADDRESSES: The complete Susan
Harwood Training Grant Program
solicitation for grant applications for
Targeted Topic training grants and all
information needed to apply for this
funding opportunity are available at:
http://www.grants.gov.
FOR FURTHER INFORMATION CONTACT: Any
questions regarding this solicitation for
grant applications should be emailed to
HarwoodGrants@dol.gov or directed to
Kimberly Newell, Program Analyst, or
Jim Barnes, Director, Office of Training
and Educational Programs, at (847) 759–
7700. To obtain further information on
the Susan Harwood Training Grant
Program of the U.S. Department of
Labor, visit the OSHA Web site at:
https://www.osha.gov, select ‘‘Training’’
under the Top Links section, and then
select ‘‘Susan Harwood Training Grant
Program’’. Please note that on the
Harwood Web page, the ‘‘Applying for a
Grant’’ section contains a PowerPoint
program entitled ‘‘Helpful Tips for
Improving Your Susan Harwood Grant
Application.’’
Authority: The Occupational Safety and
Health Act of 1970, (29 U.S.C. 670), Pub. L.
111–117, and the 2010 Consolidated
Appropriations Act.
Signed at Washington, DC, this 28 day of
June 2010.
David Michaels,
Assistant Secretary of Labor for Occupational
Safety and Health.
[FR Doc. 2010–16398 Filed 7–2–10; 8:45 am]
BILLING CODE 4510–26–P

DEPARTMENT OF LABOR
Employee Benefits Security
Administration
ZRIN 1210 ZA07
[Application Number D–11270]

Amendment to Prohibited Transaction
Exemption (PTE) 84–14 for Plan Asset
Transactions Determined by
Independent Qualified Professional
Asset Managers
AGENCY: Employee Benefits Security
Administration.
ACTION: Adoption of amendment to PTE
84–14.
SUMMARY: This document amends PTE
84–14, a class exemption that permits

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38837

various parties that are related to
employee benefit plans to engage in
transactions involving plan assets if,
among other conditions, the assets are
managed by ‘‘qualified professional asset
managers’’ (QPAMs), which are
independent of the parties in interest
and which meet specified financial
standards. Additional exemptive relief
is provided for employers to furnish
limited amounts of goods and services
to a managed fund in the ordinary
course of business. Limited relief is also
provided for leases of office or
commercial space between managed
funds and QPAMs or contributing
employers. Finally, relief is provided for
transactions involving places of public
accommodation owned by a managed
fund. The amendment permits a QPAM
to manage an investment fund
containing the assets of the QPAM’s
own plan or the plan of an affiliate.
The amendment affects participants
and beneficiaries of employee benefit
plans, the sponsoring employers of such
plans, and other persons engaging in the
described transactions.
DATES: The amendment is effective
November 3, 2010.
FOR FURTHER INFORMATION CONTACT:
Christopher Motta, Office of Exemption
Determinations, Employee Benefits
Security Administration, U.S.
Department of Labor, Room N–5700,
200 Constitution Avenue, NW.,
Washington, DC 20210, (202) 693–8540
(this is not a toll-free number).
SUPPLEMENTARY INFORMATION: On August
23, 2005, a notice was published in the
Federal Register (70 FR 49312) of the
pendency before the Department of
Labor (the Department) of a proposed
amendment to PTE 84–14 (49 FR 9494,
March 13, 1984, as corrected at 50 FR
41430, October 10, 1985, and amended
at 70 FR 49305 (August 23, 2005)). PTE
84–14 provides an exemption from
certain of the restrictions of section 406
of the Employee Retirement Income
Security Act of 1974 (ERISA), and from
certain of the taxes imposed by section
4975(a) and (b) of the Code, by reason
of section 4975(c)(1) of the Code. The
Department proposed the amendment
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, 32847,
August 10, 1990).1
1 Section 102 of the Reorganization Plan No. 4 of
1978, 5 U.S.C. App. 1 (1996), generally transferred
the authority of the Secretary of Treasury to issue
administrative exemptions under section 4975(c)(2)
of the Code to the Secretary of Labor.
For purposes of this exemption, references to
specific provisions of Title I of the Act, unless

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Federal Register / Vol. 75, No. 128 / Tuesday, July 6, 2010 / Notices

The notice of pendency gave
interested persons an opportunity to
comment on the proposed exemption.
The Department received five written
comments, each of which raised several
issues. Upon consideration of these
comments, the Department has
determined to grant the proposed
amendment, subject to certain
modifications. These modifications and
the major comments are discussed
below.

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Executive Order 12866 Statement
Under Executive Order 12866 (58 FR
51735), a ‘‘significant’’ regulatory action
is subject to review by the Office of
Management and Budget (OMB).
Section 3(f) of the Executive Order
defines a ‘‘significant regulatory action’’
as an action that is likely to result in a
rule: (1) Having an annual effect on the
economy of $100 million or more, or
adversely and materially affecting a
sector of the economy, productivity,
competition, jobs, the environment,
public health or safety, or State, local or
tribal governments or communities (also
referred to as ‘‘economically
significant’’); (2) creating serious
inconsistency or otherwise interfering
with an action taken or planned by
another agency; (3) materially altering
the budgetary impacts of entitlement
grants, user fees, or loan programs or the
rights and obligations of recipients
thereof; or (4) raising novel legal or
policy issues arising out of legal
mandates, the President’s priorities, or
the principles set forth in the Executive
Order.
When proposed, this amendment was
determined to be a ‘‘significant
regulatory action’’ and was reviewed by
OMB. The finalization of the proposal
has also been determined to be a
‘‘significant regulatory action’’ under
Executive Order 12866.
Paperwork Reduction Act
As part of its continuing effort to
reduce paperwork and respondent
burden, the Department of Labor
conducts a preclearance consultation
program to provide the general public
and Federal agencies with an
opportunity to comment on proposed
and continuing collections of
information in accordance with the
Paperwork Reduction Act of 1995 (PRA
95) (44 U.S.C. 3506(c)(2)(A)). This helps
to ensure that the public understands
the Department’s collection
instructions, respondents can provide
the requested data in the desired format,
the reporting burden (time and financial
otherwise specified, refer also to the corresponding
provisions of the Code.

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resources) is minimized, and the
Department can properly assess the
impact of collection requirements on
respondents.
The Department requested public
comments on the information collection
requirements of the proposed
amendments to PTE 84–14 in the notice
published in the Federal Register (70
FR 49312) of the pendency before the
Department of the proposed amendment
to PTE 84–14, described earlier in the
preamble. No comments specifically
addressing the Department’s paperwork
burden estimates were received.
Following the closing of the 60-day
comment period, the Department
submitted an Information Collection
Request (ICR) to OMB, which approved
the information collection requirements
included in the proposed amendments
under OMB Control Number 1210–0128
in a Notice of Action dated October 18,
2005. The approval was scheduled to
expire October 31, 2008; therefore, on
October 22, 2008, the Department filed
with OMB a request to discontinue the
control number on October 22, 2008,
because it was clear that the proposed
amendment would not be finalized
before the ICR was scheduled to expire.
OMB approved the Department’s
request on the same day. The
Department is hereby filing a request to
reinstate the control number with the
changes discussed below.
The information collection
requirements of this final amendment
are essentially unchanged from the
proposal and consist, in part, of the
requirements that the QPAM develop
written policies and procedures
designed to ensure compliance with the
conditions of the exemptions and have
an independent auditor conduct an
annual exemption audit and issue an
audit report to each QPAM-sponsored
plan managed by the QPAM. Although
no program changes have been made
that would require revision of the prior
paperwork burden estimates, the
Department is adjusting its estimates of
the cost burden of this final amendment
in two respects. First, the Department is
revising its estimate of the number of
respondents, based on more recent Form
5500 data. Second, the Department is
revising its estimate of the cost of the
exemption audit and report, based on
public comments on the substance of
the proposed amendments. The
Department will submit,
contemporaneously with publication of
this final amendment, a change
worksheet to OMB for approval of these
adjustments, which are described
further below.
In the proposed amendment, the
Department estimated the total number

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of institutions (banks, savings
institutions, insurance companies, and
investment advisors) that might choose
to act as QPAMs for their own plans at
6,500. Based on more recent information
from the 2007 Form 5500 filings, the
Department now estimates that number
at 4,400. Assuming that all eligible
institutions would choose to take
advantage of the exemption, the
aggregate cost of developing written
policies and procedures, assuming one
hour of a legal professional’s time at
$119 per hour, is estimated at
$523,700.2 As explained in the
preamble to the proposed amendment,
the actual amount of time required, and
the resulting cost burden, may be even
lower because the Department has
described the objective requirements of
the exemption that are to be included in
the policies and procedures. In future
years, the Department is assuming that
an additional one percent of the
currently existing QPAMs, or 44
institutions will annually establish new
policies and procedures for managing
their own plans, at an annual cost of
approximately $5,200.
In the paperwork burden estimates for
the proposal, the Department assumed
that the exemption audit report would
not impose any additional paperwork
burden on respondents because
preparation of a written report is usual
and customary for any independent
audit. In several of the comments
received in response to the proposed
amendment, which are described
further below, commenters asserted that
the exemption audit as proposed would
be substantially different in nature from
other internal audits currently
performed by QPAMs, but similar to the
exemption audit currently required
under PTE 96–23 (relating to the
activities of in-house asset managers
(INHAMs)). Two commenters estimated
the cost of an INHAM exemption audit
to be at least $20,000. The Department
further obtained information from
industry representatives describing
INHAM exemption audits as ranging in
cost from $10,000 to $25,000, depending
on the asset size of the plan. In light of
this information, the Department has
decided to adjust its burden estimates to
recognize the cost of preparing an
annual exemption report. Because the
asset size of QPAM-sponsored plans is
likely to be smaller than the asset size
2 EBSA estimates of labor rates include wages,
other benefits, and overhead based on the National
Occupational Employment Survey (May 2008,
Bureau of Labor Statistics) and the Employment
Cost Index (June 2009, Bureau of Labor Statistics).
Figures are projected forward to 2010. Legal
professional wage and benefits estimates of $119.03
are based on metropolitan wage rates for lawyers.

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of plans whose assets are managed by
INHAMs, the Department has assumed
that the average cost of an exemption
audit required under the amendment at
$10,000, with an estimated additional
annual cost burden of $44,000,000
($10,000 * 4,400 QPAMs).
Description of the Exemption
PTE 84–14 consists of four separate
parts. The General Exemption, set forth
in Part I, permits an investment fund
managed by a QPAM to engage in a
wide variety of transactions described in
ERISA section 406(a)(1)(A) through (D)
with virtually all parties in interest
except the QPAM which manages the
assets involved in the transaction and
those parties most likely to have the
power to influence the QPAM.
Part II of the exemption provides
limited relief from both section 406(a)
and (b) of ERISA for certain transactions
involving those employers and certain
of their affiliates which could not
qualify for the General Exemption
provided by Part I.
Part III of the exemption provides
limited relief from section 406(a) and (b)
of ERISA for the leasing of office or
commercial space by an investment
fund to the QPAM, an affiliate of the
QPAM, or a person who could not
qualify for the General Exemption
provided by Part I because it held the
power of appointment, as such term is
described in paragraph (a) of Part I.
Part IV of the exemption provides
limited relief from sections 406(a) and
406(b)(1) and (2) of ERISA for the
furnishing of services and facilities by a
place of public accommodation owned
by an investment fund managed by a
QPAM, to all parties in interest, if the
services and facilities are furnished on
a comparable basis to the general public.
In the notice published on August 23,
2005, the Department proposed to
amend PTE 84–14 to permit a QPAM to
prospectively manage an investment
fund that contains the assets of its own
plan or the plan of an affiliate
(retroactive and transitional relief in this
regard is provided in the notice of final
amendment to PTE 84–14 that was
published on the same day (as cited
above)). This prospective relief is
described in Part V of the proposed
amendment, which specifically
provides relief for transactions
described in Parts I, III and IV of PTE
84–14 that involve a QPAM-managed
fund containing the assets of a plan
sponsored by such QPAM. Among other
things, relief is contingent upon an
‘‘independent auditor’’ conducting an
annual ‘‘exemption audit’’ to determine
whether the written procedures adopted
by the QPAM are designed to assure

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compliance with the conditions of the
exemption. The term ‘‘exemption audit’’
is defined in Part VI, the ‘‘Definitions’’
section of the proposed amendment.
Written Comments
Independent Audit Requirement
Several of the commenters requested
that the ‘‘exemption audit’’ requirement
be eliminated. One commenter stated
that the ‘‘exemption audit’’ is
unnecessary given existing regulatory
oversight and internal audit
requirements. This commenter
identified numerous regulators that
oversee financial institutions that act as
QPAMs. Additionally, the commenter
noted that that QPAMs are subject to
external examinations, internal audits,
and reviews designed to assure
compliance with the laws and
regulations that affect the QPAMs’
activities.
As noted in the preamble to the
proposed amendment, PTE 84–14 was
developed and granted based on the
essential premise that broad relief could
be afforded for all types of transactions
in which a plan engages only if the
commitments and the investments of
plan assets and the negotiations leading
thereto are the sole responsibility of an
independent, discretionary, manager.
The arrangement described in the
proposed amendment diverges from the
original premise of PTE 84–14 in that it
involves the retention by a plan
sponsor/QPAM of the discretion to
invest the assets of plans sponsored by
the QPAM in an investment fund
managed by the QPAM. In order to
address this lack of QPAM
independence, the proposed
amendment relies on the ‘‘exemption
audit;’’ which is an annual audit
designed to ensure that, among other
things, the conditions of the exemption
have been met. None of the regulatory
oversight identified by the commenter
similarly addresses this concern.
Although financial institutions that act
as QPAMs perform certain audits
internally, this type of audit does not
address the potential for the exercise of
undue influence which may arise in the
absence of an independent investment
manager.
One commenter stated that the
‘‘exemption audit’’ is not necessary
where a QPAM has a track record of
ensuring that the conditions of the class
exemption have been met (i.e., where
the QPAM manages more than $100
million in assets other than the assets of
plans sponsored by the QPAM). The
Department does not believe that a
certain stated dollar amount of plan
assets managed by a QPAM (other than

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38839

the assets of a plan sponsored by the
QPAM or an affiliate) is an adequate
substitute for the lack of an independent
fiduciary that would be responsible for
monitoring the activities of the QPAM
with respect to its own in-house plan.
Two commenters argue that the
Department should modify the
‘‘exemption audit’’ if it determines not to
eliminate it altogether. These
commenters state that the cost of the
audit is burdensome and/or unnecessary
given the availability of different
alternatives. One of these commenters
recommends that the audit be
performed less frequently (i.e., every
five years); the other commenter
recommends that the audit requirement
be altered to consist of an in-house
review or in-house ‘‘audit of exemption
compliance,’’ together with the
additional requirement that an
independent firm conduct an exemption
audit every five years.
It is the view of the Department that
performance of the ‘‘exemption audit’’
on a less than an annual basis will
weaken an important plan protection.
The Department believes that an annual
review of, among other things, a
QPAM’s written policies and
procedures and a representative sample
of plan transactions by an independent
auditor is necessary to address the lack
of QPAM independence. With regards to
the costs associated with the ‘‘exemption
audit,’’ the Department notes that a
financial services entity is under no
obligation to serve as a QPAM for its
own plan under the amended
exemption if it is determined not to be
cost effective.
Two commenters express the view
that the ‘‘exemption audit’’ is
unnecessary given that QPAMs are
motivated to comply with the terms of
the class exemption regardless of
whether an ‘‘exemption audit’’ is
performed. These commenters state that
QPAMs are responsible for any losses
resulting from any non-exempt
transactions (i.e., losses that arise in
connection with transactions that fail to
comply with the terms of PTE 84–14)
and, accordingly, are self-motivated to
comply with the terms of the amended
class exemption.
The Department is not persuaded that
a QPAM’s motivation to avoid losses
from non-exempt transactions is an
adequate substitute for the ‘‘exemption
audit.’’ As noted in the preamble to the
proposed amendment, the Department
believes that the involvement of an
independent party in overseeing
compliance with the exemption would
serve as a meaningful safeguard. In
addition, the ‘‘exemption audit’’ protects
plans by ensuring that an investment

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Federal Register / Vol. 75, No. 128 / Tuesday, July 6, 2010 / Notices

manager, who may not otherwise have
experience managing ERISA plan assets,
complies with the provisions of ERISA.
Upon considering all the comments,
the Department has determined not to
modify the ‘‘exemption audit’’
requirement in the final QPAM class
exemption. Although the proposed
amendment provided only that the
‘‘exemption audit’’ must be performed
on an ‘‘annual basis,’’ it did not specify
the date by which each year’s audit
must be completed. To avoid any
uncertainty on this issue, the final
amendment specifies that the
‘‘exemption audit’’ must be completed
within six months following the end of
the year to which it relates.

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Diverse Clientele Test
Several commenters commented on
section I(e) of the class exemption.3 Two
of these commenters state that the
Diverse Clientele Test is duplicative
and/or unnecessary in light of the
exemption audit and should be waived
where a QPAM acts as a manager for its
own plan or the plan of an affiliate.
Another commenter states that the
diverse clientele test should be stricter
and recommends that the 20%
limitation should be lowered to 10%.
The Department notes that the Diverse
Clientele Test, as it applies to the
amended class exemption, ensures that
the assets of plans sponsored by a
QPAM or its affiliates do not constitute
a significant percentage of the assets of
an investment fund managed by the
QPAM. In this regard, as stated in the
preamble to PTE 84–14, the Department
believes that the presence of
independent business provides an
important protection under the class
exemption.4 Accordingly, the
Department has determined not to
eliminate the percentage limitation of
the Diverse Clientele Test. However, in
consideration of the nature of the
transactions exempted and the
additional protections embodied in the
class exemption, the Department does
not believe that it is necessary to reduce
the current percentage to ten percent.
Another commenter notes that PTE
96–23, a class exemption which permits
various transactions involving employee
benefit plans whose assets are managed
by in-house managers (INHAMs), does
3 Part I(e) of PTE 84–14 provides that a QPAM
may not enter into a transaction with a party in
interest with respect to any plan whose assets
managed by the QPAM, when combined with the
assets of other plans established or maintained by
the same employer or affiliates of the employer or
by the same employee organization, and managed
by the QPAM, represent more than 20 percent of
the total clients assets managed by the QPAM at the
time of the transaction.
4 49 FR 9504.

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not contain a limitation that parallels
the Diverse Clientele Test in PTE 84–14.
This commenter notes that banks and
insurance companies, which do not
meet the definition of INHAM and
therefore do not qualify for relief under
that class exemption, will be subject to
a limitation that is not otherwise
applicable to financial institutions that
qualify for relief under the INHAM class
exemption.
In this regard, the Department notes
that this amendment of PTE 84–14 does
not foreclose future consideration of
additional exemptive relief under PTE
96–23 for financial institutions that do
not meet the Diverse Clientele Test and
currently do not qualify as INHAMs, if
the requisite findings under section
408(a) of ERISA can be made.
Scope of Relief
One of the commenters stated that it
is unclear whether the proposed
amendment would permit a QPAM to
manage an investment fund that
contains the assets of a plan sponsored
by an affiliate of the QPAM. The
Department has revised Part V of the
final amendment to clarify that relief is
being granted for a QPAM to manage an
investment fund that contains the assets
of a plan sponsored by a QPAM and/or
a plan sponsored by an affiliate thereof.
Transitional Relief
One commenter urged the Department
to delay the effective date of the final
amendment in order to give parties
more time to comply with the changes.
Specifically, the commenter requested
that the amendment be effective 120
days after publication in the Federal
Register. The Department agrees that
additional time may be needed for
QPAMs to conform to the amended
class exemption. Accordingly, the final
amendment is effective 120 days
following the date of publication of this
amendment in the Federal Register. In
the interim, a QPAM may continue to
act as an investment manager for its
own in-house plan in reliance on the
transitional relief provided in the
amendment to PTE 84–14 published on
August 23, 2005.
Definition of QPAM
One commenter recommended that
the amendment permit only financial
institutions that are registered
investment advisers (and not, for
example, proprietary trading operations)
to act as QPAMs for their own plans. In
this regard, the Department notes that
Part VI(a) of the amended class
exemption defines the term ‘‘qualified
professional asset manager’’ or ‘‘QPAM’’
to mean an independent fiduciary

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which is (1) A bank, as defined in
section 202(a)(2) of the Investment
Advisers Act of 1940, or (2) a savings
and loan association, or (3) an insurance
company which is qualified under the
laws of more than one State to manage,
acquire, or dispose of any assets of a
plan, or (4) an investment adviser
registered under the Investment
Advisers Act of 1940. In light of the
above, the Department believes that it is
unnecessary to amend the definition of
QPAM as requested.
Additional Clarifications
In the preamble to the proposed
amendment, the Department noted that
the exemption audit is substantially
similar to the audit required under PTE
96–23 (61 FR 15975 (Apr. 10, 1996)).
However, following publication of the
proposed amendment, the Department
became aware of practitioner
uncertainty regarding certain aspects of
the audit requirement in PTE 96–23.
Because of the similarity of the audit
requirements in the proposed
amendment to PTE 84–14 with the audit
requirement in PTE 96–23, the
Department is providing additional
clarifying language in sections VI(p) and
V(c) of PTE 84–14 as described below,
and, further, is offering the following
additional guidance.
Section VI(p) of the proposed
amendment requires, in part, an auditor
to test a representative sample of a
plan’s transactions covered by the
exemption in order to make findings
regarding whether the QPAM is in
compliance with the QPAM’s policies
and procedures, and with the objective
requirements of the exemption. The
Department notes, however, that in
certain instances, an auditor may need
to construct and test more than one set
of transactions in order to have a
reasonable basis for an opinion on the
QPAM’s compliance with the
exemption. For example, an auditor may
initially believe that the most
appropriate way to make the required
findings is to construct a sample that
represents the total universe of relevant
transactions engaged in by the QPAM
under the exemption. In testing the
sample, however, the auditor should
look for, and may find, patterns of
compliance failures that indicate that
certain types of transactions are more
prone to compliance failures than
others. If such patterns appear, the
auditor may need to test additional
transactions to more accurately assess
the extent and causes of non-compliant
transactions. Since, as noted in the
preamble to the proposed amendment,
the audit requirement is, among other
things, intended to protect plans by

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ensuring that an investment manager
complies with the requirements of the
exemption, the sample should also be
sufficient in size and nature for the
auditor to render an overall opinion
regarding whether the QPAM’s program
complied with the objective
requirements of the exemption, and
with the QPAM’s own policies and
procedures.
Accordingly, the Department has
clarified section VI(p)(2) of PTE 84–14
in a manner that is consistent with the
views expressed above.
Section V(c) of the proposed
amendment requires that an
independent auditor conduct an
exemption audit on an annual basis, and
issue a written report to the plan
presenting its specific findings
regarding the level of compliance with
the policies and procedures adopted by
the QPAM. However, the proposed
amendment does not specify the date by
which each audit must be completed.
To avoid any uncertainty on this issue,
section V(c) of PTE 84–14 now
expressly provides that the audit must
be completed within six months
following the end of the year to which
it relates. For consistency with the
changes to section VI(p)(2) described
above, section V(c) also expressly
provides that the written report must
contain the specific findings required
under section VI(p)(2), and an overall
opinion regarding the level of
compliance of the QPAM’s program
with the policies and procedures
adopted by the QPAM and the objective
requirements of the exemption.
The Department notes that relief is
not available under PTE 84–14 for those
transactions that did not satisfy its
conditions. As a result, the Department
anticipates that an auditor’s report will
clearly identify each transaction
examined by the auditor that does not
comply with the QPAM’s policies and
procedures or the exemption. In this
regard, the report should identify the
specific policies, procedures or
exemption conditions that were not
satisfied. The Department expects
further that each written report will
include a description of the steps, if
any, taken by the QPAM to remedy
transactions that did not comply with
the objective requirements of the
exemption. The report should also
contain a description of the steps taken
by the auditor to construct the sample(s)
and an explanation as to why the
auditor believes that the sample on
which the required findings are based is
an adequate representation of the total
universe of transactions engaged in by
the QPAM.

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The QPAM retains responsibility for
reviewing the written report and taking
any appropriate actions deemed
necessary for assuring compliance with
the exemption. The Department
cautions that the failure of the QPAM to
take appropriate steps to address any
adverse findings or prohibited
transactions in an audit would raise
issues under the fiduciary responsibility
provisions of section 404 of ERISA.
For the sake of convenience, the
entire text of PTE 84–14 has been
reprinted with this notice.
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 ERISA and section 4975(c)(2)
of the Code does not relieve a fiduciary
or other party in interest or disqualified
person with respect to a plan from
certain other provisions of ERISA and
the Code, including any prohibited
transaction provisions to which the
exemption does not apply and the
general fiduciary responsibility
provisions of section 404 of ERISA
which require, among other things, that
a fiduciary discharge his or her duties
respecting the plan solely in the
interests of the participants and
beneficiaries of the plan. Additionally,
the fact that a transaction is the subject
of an exemption does not affect the
requirement of section 401(a) of the
Code that the 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
amended exemption is administratively
feasible, in the interests of the plan and
of its participants and beneficiaries, and
protective of the rights of participants
and beneficiaries of the plan;
(3) The amended exemption is
applicable to a particular transaction
only if the transaction satisfies the
conditions specified in the amendment;
and
(4) The amended exemption is
supplemental to, and not in derogation
of, any other provisions of ERISA and
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.
Exemption
Under section 408(a) of the Act and
section 4975(c)(2) of the Code and in
accordance with the procedures set

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forth in 29 CFR part 2570, subpart B (55
FR 32836, 32847, August 10, 1990),
effective as noted, the Department
amends PTE 84–14 as set forth below:
Part I—General Exemption
Effective as of August 23, 2005, the
restrictions of ERISA section
406(a)(1)(A) through (D) and the taxes
imposed by Code section 4975(a) and
(b), by reason of Code section
4975(c)(1)(A) through (D), shall not
apply to a transaction between a party
in interest with respect to an employee
benefit plan and an investment fund (as
defined in section VI(b)) in which the
plan has an interest, and which is
managed by a qualified professional
asset manager (QPAM) (as defined in
section VI(a)), if the following
conditions are satisfied:
(a) At the time of the transaction (as
defined in section VI(i)) the party in
interest, or its affiliate (as defined in
section VI(c)), does not have the
authority to—
(1) Appoint or terminate the QPAM as
a manager of the plan assets involved in
the transaction, or
(2) Negotiate on behalf of the plan the
terms of the management agreement
with the QPAM (including renewals or
modifications thereof) with respect to
the plan assets involved in the
transaction;
Notwithstanding the foregoing, in the
case of an investment fund in which
two or more unrelated plans have an
interest, a transaction with a party in
interest with respect to an employee
benefit plan will be deemed to satisfy
the requirements of section I(a) if the
assets of the plan managed by the
QPAM in the investment fund, when
combined with the assets of other plans
established or maintained by the same
employer (or affiliate thereof described
in section VI(c)(1) of the exemption) or
by the same employee organization, and
managed in the same investment fund,
represent less than 10 percent of the
assets of the investment fund;
(b) The transaction is not described
in—
(1) Prohibited Transaction Exemption
2006–16 (71 FR 63786; October 31,
2006) (relating to securities lending
arrangements) (as amended or
superseded),
(2) Prohibited Transaction Exemption
83–1 (48 FR 895; January 7, 1983)
(relating to acquisitions by plans of
interests in mortgage pools) (as
amended or superseded), or
(3) Prohibited Transaction Exemption
82–87 (47 FR 21331; May 18, 1982)
(relating to certain mortgage financing
arrangements) (as amended or
superseded);

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(c) The terms of the transaction are
negotiated on behalf of the investment
fund by, or under the authority and
general direction of, the QPAM, and
either the QPAM, or (so long as the
QPAM retains full fiduciary
responsibility with respect to the
transaction) a property manager acting
in accordance with written guidelines
established and administered by the
QPAM, makes the decision on behalf of
the investment fund to enter into the
transaction, provided that the
transaction is not part of an agreement,
arrangement or understanding designed
to benefit a party in interest;
(d) The party in interest dealing with
the investment fund is neither the
QPAM nor a person related to the
QPAM (within the meaning of section
VI(h));
(e) The transaction is not entered into
with a party in interest with respect to
any plan whose assets managed by the
QPAM, when combined with the assets
of other plans established or maintained
by the same employer (or affiliate
thereof described in section VI(c)(1) of
this exemption) or by the same
employee organization, and managed by
the QPAM, represent more than 20
percent of the total client assets
managed by the QPAM at the time of the
transaction;
(f) At the time the transaction is
entered into, and at the time of any
subsequent renewal or modification
thereof that requires the consent of the
QPAM, the terms of the transaction are
at least as favorable to the investment
fund as the terms generally available in
arm’s length transactions between
unrelated parties;
(g) Neither the QPAM nor any affiliate
thereof (as defined in section VI(d)), nor
any owner, direct or indirect, of a 5
percent or more interest in the QPAM is
a person who within the 10 years
immediately preceding the transaction
has been either convicted or released
from imprisonment, whichever is later,
as a result of: Any felony involving
abuse or misuse of such person’s
employee benefit plan position or
employment, or position or employment
with a labor organization; any felony
arising out of the conduct of the
business of a broker, dealer, investment
adviser, bank, insurance company or
fiduciary; income tax evasion; any
felony involving the larceny, theft,
robbery, extortion, forgery,
counterfeiting, fraudulent concealment,
embezzlement, fraudulent conversion,
or misappropriation of funds or
securities; conspiracy or attempt to
commit any such crimes or a crime in
which any of the foregoing crimes is an
element; or any other crime described in

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section 411 of ERISA. For purposes of
this section (g), a person shall be
deemed to have been ‘‘convicted’’ from
the date of the judgment of the trial
court, regardless of whether that
judgment remains under appeal.
Part II—Specific Exemption for
Employers
Effective as of August 23, 2005, the
restrictions of sections 406(a), 406(b)(1)
and 407(a) of ERISA and the taxes
imposed by section 4975(a) and (b) of
the Code, by reason of Code section
4975(c)(1)(A) through (E), shall not
apply to:
(a) The sale, leasing, or servicing of
goods (as defined in section VI(j)), or to
the furnishing of services, to an
investment fund managed by a QPAM
by a party in interest with respect to a
plan having an interest in the fund, if—
(1) The party in interest is an
employer any of whose employees are
covered by the plan or is a person who
is a party in interest by virtue of a
relationship to such an employer
described in section VI(c),
(2) The transaction is necessary for
the administration or management of
the investment fund,
(3) The transaction takes place in the
ordinary course of a business engaged in
by the party in interest with the general
public,
(4) Effective for taxable years of the
party in interest furnishing goods and
services after August 23, 2005, the
amount attributable in any taxable year
of the party in interest to transactions
engaged in with an investment fund
pursuant to section II(a) of this
exemption does not exceed one (1)
percent of the gross receipts derived
from all sources for the prior taxable
year of the party in interest, and
(5) The requirements of sections I(c)
through (g) are satisfied with respect to
the transaction;
(b) The leasing of office or commercial
space by an investment fund maintained
by a QPAM to a party in interest with
respect to a plan having an interest in
the investment fund, if—
(1) The party in interest is an
employer any of whose employees are
covered by the plan or is a person who
is a party in interest by virtue of a
relationship to such an employer
described in section VI(c),
(2) No commission or other fee is paid
by the investment fund to the QPAM or
to the employer, or to an affiliate of the
QPAM or employer (as defined in
section VI(c)), in connection with the
transaction,
(3) Any unit of space leased to the
party in interest by the investment fund
is suitable (or adaptable without

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excessive cost) for use by different
tenants,
(4) The amount of space covered by
the lease does not exceed fifteen (15)
percent of the rentable space of the
office building, integrated office park, or
of the commercial center (if the lease
does not pertain to office space),
(5) In the case of a plan that is not an
eligible individual account plan (as
defined in section 407(d)(3) of ERISA),
immediately after the transaction is
entered into, the aggregate fair market
value of employer real property and
employer securities held by investment
funds of the QPAM in which the plan
has an interest does not exceed 10
percent of the fair market value of the
assets of the plan held in those
investment funds. In determining the
aggregate fair market value of employer
real property and employer securities as
described herein, a plan shall be
considered to own the same
proportionate undivided interest in each
asset of the investment fund or funds as
its proportionate interest in the total
assets of the investment fund(s). For
purposes of this requirement, the term
‘‘employer real property’’ means real
property leased to, and the term
‘‘employer securities’’ means securities
issued by, an employer any of whose
employees are covered by the plan or a
party in interest of the plan by reason
of a relationship to the employer
described in subparagraphs (E) or (G) of
ERISA section 3(14), and
(6) The requirements of sections I(c)
through (g) are satisfied with respect to
the transaction.
Part III—Specific Lease Exemption for
QPAMs
Effective as of August 23, 2005, the
restrictions of section 406(a)(1)(A)
through (D) and 406(b)(1) and (2) of
ERISA and the taxes imposed by Code
section 4975(a) and (b), by reason of
Code section 4975(c)(1)(A) through (E),
shall not apply to the leasing of office
or commercial space by an investment
fund managed by a QPAM to the QPAM,
a person who is a party in interest of a
plan by virtue of a relationship to such
QPAM described in subparagraphs (G),
(H), or (I) of ERISA section 3(14) or a
person not eligible for the General
Exemption of Part I by reason of section
I(a), if —
(a) The amount of space covered by
the lease does not exceed the greater of
7500 square feet or one (1) percent of
the rentable space of the office building,
integrated office park or of the
commercial center in which the
investment fund has the investment,
(b) The unit of space subject to the
lease is suitable (or adaptable without

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excessive cost) for use by different
tenants,
(c) At the time the transaction is
entered into, and at the time of any
subsequent renewal or modification
thereof that requires the consent of the
QPAM, the terms of the transaction are
not more favorable to the lessee than the
terms generally available in arm’s length
transactions between unrelated parties,
and
(d) No commission or other fee is paid
by the investment fund to the QPAM,
any person possessing the disqualifying
powers described in section I(a), or any
affiliate of such persons (as defined in
section VI(c)), in connection with the
transaction.

of compliance: (1) With the policies and
procedures adopted by the QPAM in
accordance with section V(b); and (2)
with the objective requirements of the
exemption. The written report shall also
contain the auditor’s overall opinion
regarding whether the QPAM’s program
complied: (1) with the policies and
procedures adopted by the QPAM; and
(2) with the objective requirements of
the exemption. The exemption audit
and the written report must be
completed within six months following
the end of the year to which the audit
relates;
(d) The transaction meets the
applicable requirements set forth in
Parts I, III, or IV of the exemption.

Part IV—Transactions Involving Places
of Public Accommodation
Effective as of August 23, 2005, the
restrictions of section 406(a)(1)(A)
through (D) and 406(b)(1) and (2) of
ERISA and the taxes imposed by Code
section 4975(a) and (b), by reason of
Code section 4975(c)(1)(A) through (E),
shall not apply to the furnishing of
services and facilities (and goods
incidental thereto) by a place of public
accommodation owned by an
investment fund managed by a QPAM to
a party in interest with respect to a plan
having an interest in the investment
fund, if the services and facilities (and
incidental goods) are furnished on a
comparable basis to the general public.

Part VI—Definitions and General Rules
For purposes of this exemption:
(a) The term ‘‘qualified professional
asset manager’’ or ‘‘QPAM’’ means an
independent fiduciary (as defined in
section VI(o)) which is —
(1) A bank, as defined in section
202(a)(2) of the Investment Advisers Act
of 1940 that has the power to manage,
acquire or dispose of assets of a plan,
which bank has, as of the last day of its
most recent fiscal year, equity capital (as
defined in section VI(k)) in excess of
$1,000,000, or
(2) A savings and loan association, the
accounts of which are insured by the
Federal Savings and Loan Insurance
Corporation, that has made application
for and been granted trust powers to
manage, acquire or dispose of assets of
a plan by a State or Federal authority
having supervision over savings and
loan associations, which savings and
loan association has, as of the last day
of its most recent fiscal year, equity
capital (as defined in section VI(k)) or
net worth (as defined in section VI(l)) in
excess of $1,000,000, or
(3) An insurance company which is
qualified under the laws of more than
one State to manage, acquire, or dispose
of any assets of a plan, which company
has, as of the last day of its most recent
fiscal year, net worth (as defined in
section VI(l)) in excess of $1,000,000
and which is subject to supervision and
examination by a State authority having
supervision over insurance companies,
or
(4) An investment adviser registered
under the Investment Advisers Act of
1940 that has total client assets under its
management and control in excess of
$50,000,000 as of the last day of its most
recent fiscal year, and either (A)
shareholders’ or partners’ equity (as
defined in section VI(m)) in excess of
$750,000, or (B) payment of all of its
liabilities including any liabilities that
may arise by reason of a breach or

Part V—Specific Exemption Involving
QPAM—Sponsored Plans
Effective after November 3, 2010, the
relief provided by Parts I, III or IV of
PTE 84–14 from the applicable
restrictions of ERISA section 406(a),
section 406(b)(1) and (2), and the taxes
imposed by Code section 4975(a) and
(b), by reason of Code section
4975(c)(1)(A) through (E), shall apply to
a transaction involving the assets of a
plan sponsored by the QPAM or an
affiliate of the QPAM if:
(a) The QPAM has discretionary
authority or control with respect to the
plan assets involved in the transaction;
(b) The QPAM adopts written policies
and procedures that are designed to
assure compliance with the conditions
of the exemption;
(c) An independent auditor, who has
appropriate technical training or
experience and proficiency with
ERISA’s fiduciary responsibility
provisions and so represents in writing,
conducts an exemption audit (as
defined in section VI(p) on an annual
basis. Following completion of the
exemption audit, the auditor shall issue
a written report to the plan presenting
its specific findings regarding the level

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38843

violation of a duty described in sections
404 and 406 of ERISA is
unconditionally guaranteed by—(i) A
person with a relationship to such
investment adviser described in section
VI(c)(1) if the investment adviser and
such affiliate have shareholders’ or
partners’ equity, in the aggregate, in
excess of $750,000, or (ii) A person
described in (a)(1), (a)(2) or (a)(3) of
section VI above, or (iii) A broker-dealer
registered under the Securities
Exchange Act of 1934 that has, as of the
last day of its most recent fiscal year, net
worth in excess of $750,000; and (C)
effective as of the last day of the first
fiscal year of the investment adviser
beginning on or after August 23, 2005,
substitute ‘‘$85,000,000’’ for
‘‘$50,000,000’’ and ‘‘$1,000,000’’ for
‘‘$750,000’’ in (a)(4)(A) or (B) of section
VI above;
Provided that such bank, savings and
loan association, insurance company or
investment adviser has acknowledged in
a written management agreement that it
is a fiduciary with respect to each plan
that has retained the QPAM.
(b) An ‘‘investment fund’’ includes
single customer and pooled separate
accounts maintained by an insurance
company, individual trusts and
common, collective or group trusts
maintained by a bank, and any other
account or fund to the extent that the
disposition of its assets (whether or not
in the custody of the QPAM) is subject
to the discretionary authority of the
QPAM.
(c) For purposes of section I(a) and
Part II, an ‘‘affiliate’’ of a person means—
(1) Any person directly or indirectly,
through one or more intermediaries,
controlling, controlled by, or under
common control with the person,
(2) Any corporation, partnership, trust
or unincorporated enterprise of which
such person is an officer, director, 10
percent or more partner (except with
respect to Part II this figure shall be 5
percent), or highly compensated
employee as defined in section
4975(e)(2)(H) of the Code (but only if the
employer of such employee is the plan
sponsor), and
(3) Any director of the person or any
employee of the person who is a highly
compensated employee, as defined in
section 4975(e)(2)(H) of the Code, or
who has direct or indirect authority,
responsibility or control regarding the
custody, management or disposition of
plan assets involved in the transaction.
A named fiduciary (within the meaning
of section 402(a)(2) of ERISA) of a plan
with respect to the plan assets involved
in the transaction and an employer any
of whose employees are covered by the

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plan will also be considered affiliates
with respect to each other for purposes
of section I(a) if such employer or an
affiliate of such employer has the
authority, alone or shared with others,
to appoint or terminate the named
fiduciary or otherwise negotiate the
terms of the named fiduciary’s
employment agreement.
(d) For purposes of section I(g) an
‘‘affiliate’’ of a person means—
(1) Any person directly or indirectly
through one or more intermediaries,
controlling, controlled by, or under
common control with the person,
(2) Any director of, relative of, or
partner in, any such person,
(3) Any corporation, partnership, trust
or unincorporated enterprise of which
such person is an officer, director, or a
5 percent or more partner or owner, and
(4) Any employee or officer of the
person who—
(A) Is a highly compensated employee
(as defined in section 4975(e)(2)(H) of
the Code) or officer (earning 10 percent
or more of the yearly wages of such
person), or
(B) Has direct or indirect authority,
responsibility or control regarding the
custody, management or disposition of
plan assets.
(e) The term ‘‘control’’ means the
power to exercise a controlling
influence over the management or
policies of a person other than an
individual.
(f) The term ‘‘party in interest’’ means
a person described in ERISA section
3(14) and includes a ‘‘disqualified
person,’’ as defined in Code section
4975(e)(2).
(g) The term ‘‘relative’’ means a
relative as that term is defined in ERISA
section 3(15), or a brother, a sister, or a
spouse of a brother or sister.
(h) A QPAM is ‘‘related’’ to a party in
interest for purposes of section I(d) of
this exemption if, as of the last day of
its most recent calendar quarter: (i) The
QPAM owns a ten percent or more
interest in the party in interest; (ii) a
person controlling, or controlled by, the
QPAM owns a twenty percent or more
interest in the party in interest; (iii) the
party in interest owns a ten percent or
more interest in the QPAM; or (iv) a
person controlling, or controlled by, the
party in interest owns a twenty percent
or more interest in the QPAM.
Notwithstanding the foregoing, a party
in interest is ‘‘related’’ to a QPAM if: (i)
A person controlling, or controlled by,
the party in interest has an ownership
interest that is less than twenty percent
but greater than ten percent in the
QPAM and such person exercises
control over the management or policies
of the QPAM by reason of its ownership

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interest; (ii) a person controlling, or
controlled by, the QPAM has an
ownership interest that is less than
twenty percent but greater than ten
percent in the party in interest and such
person exercises control over the
management or policies of the party in
interest by reason of its ownership
interest. For purposes of this definition:
(1) The term ‘‘interest’’ means with
respect to ownership of an entity—
(A) The combined voting power of all
classes of stock entitled to vote or the
total value of the shares of all classes of
stock of the entity if the entity is a
corporation,
(B) The capital interest or the profits
interest of the entity if the entity is a
partnership, or
(C) The beneficial interest of the
entity if the entity is a trust or
unincorporated enterprise; and
(2) A person is considered to own an
interest if, other than in a fiduciary
capacity, the person has or shares the
authority—
(A) To exercise any voting rights or to
direct some other person to exercise the
voting rights relating to such interest, or
(B) To dispose or to direct the
disposition of such interest.
(i) The time as of which any
transaction occurs is the date upon
which the transaction is entered into. In
addition, in the case of a transaction
that is continuing, the transaction shall
be deemed to occur until it is
terminated. If any transaction is entered
into on or after December 21, 1982, or
a renewal that requires the consent of
the QPAM occurs on or after December
21, 1982 and the requirements of this
exemption are satisfied at the time the
transaction is entered into or renewed,
respectively, the requirements will
continue to be satisfied thereafter with
respect to the transaction.
Notwithstanding the foregoing, this
exemption shall cease to apply to a
transaction exempt by virtue of Part I or
Part II at such time as the percentage
requirement contained in section I(e) is
exceeded, unless no portion of such
excess results from an increase in the
assets transferred for discretionary
management to a QPAM. For this
purpose, assets transferred do not
include the reinvestment of earnings
attributable to those plan assets already
under the discretionary management of
the QPAM. Nothing in this paragraph
shall be construed as exempting a
transaction entered into by an
investment fund which becomes a
transaction described in section 406 of
ERISA or section 4975 of the Code while
the transaction is continuing, unless the
conditions of this exemption were met
either at the time the transaction was

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entered into or at the time the
transaction would have become
prohibited but for this exemption.
(j) The term ‘‘goods’’ includes all
things which are movable or which are
fixtures used by an investment fund but
does not include securities,
commodities, commodities futures,
money, documents, instruments,
accounts, chattel paper, contract rights
and any other property, tangible or
intangible, which, under the relevant
facts and circumstances, is held
primarily for investment.
(k) For purposes of section VI(a)(1)
and (2), the term ‘‘equity capital’’ means
stock (common and preferred), surplus,
undivided profits, contingency reserves
and other capital reserves.
(l) For purposes of section VI(a)(3),
the term ‘‘net worth’’ means capital,
paid-in and contributed surplus,
unassigned surplus, contingency
reserves, group contingency reserves,
and special reserves.
(m) For purposes of section VI(a)(4),
the term ‘‘shareholders’ or partners’
equity’’ means the equity shown in the
most recent balance sheet prepared
within the two years immediately
preceding a transaction undertaken
pursuant to this exemption, in
accordance with generally accepted
accounting principles.
(n) The terms ‘‘employee benefit plan’’
and ‘‘plan’’ refer to an employee benefit
plan described in section 3(3) of ERISA
and/or a plan described in section
4975(e)(1) of the Code.
(o) For purposes of section VI(a), the
term ‘‘independent fiduciary’’ means a
fiduciary managing the assets of a plan
in an investment fund that is
independent of and unrelated to the
employer sponsoring such plan. For
purposes of this exemption, the
independent fiduciary will not be
deemed to be independent of and
unrelated to the employer sponsoring
the plan if such fiduciary directly or
indirectly controls, is controlled by, or
is under common control with the
employer sponsoring the plan.
Notwithstanding the foregoing: (1) For
the period from December 21, 1982,
through November 3, 2010, a QPAM
managing the assets of a plan in an
investment fund will not fail to satisfy
the requirements of this section solely
because such fiduciary is the employer
sponsoring the plan or directly or
indirectly controls, is controlled by, or
is under common control with the
employer sponsoring the plan; and (2)
effective after November 3, 2010 a
QPAM acting as a manager for its own
plan or the plan of an affiliate (as
defined in section VI(c)(1)) will be
deemed to satisfy the requirements of

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wwoods2 on DSK1DXX6B1PROD with NOTICES_PART 1

Federal Register / Vol. 75, No. 128 / Tuesday, July 6, 2010 / Notices
this section if the requirements of Part
V are met.
(p) Exemption Audit. An ‘‘exemption
audit’’ of a plan must consist of the
following:
(1) A review of the written policies
and procedures adopted by the QPAM
pursuant to section V(b) for consistency
with each of the objective requirements
of this exemption (as described in
section VI(q)).
(2) A test of a representative sample
of the plan’s transactions during the
audit period that is sufficient in size and
nature to afford the auditor a reasonable
basis:
(A) To make specific findings
regarding whether the QPAM is in
compliance with (i) the written policies
and procedures adopted by the QPAM
pursuant to section VI(q) of the
exemption and (ii) the objective
requirements of the exemption; and
(B) To render an overall opinion
regarding the level of compliance of the
INHAM’s program with section
VI(p)(2)(A)(i) and (ii) of the exemption.
(3) A determination as to whether the
QPAM has satisfied the definition of an
QPAM under the exemption; and
(4) Issuance of a written report
describing the steps performed by the
auditor during the course of its review
and the auditor’s findings.
(q) For purposes of section VI(p), the
written policies and procedures must
describe the following objective
requirements of the exemption and the
steps adopted by the QPAM to assure
compliance with each of these
requirements:
(1) The definition of a QPAM in
section VI(a).
(2) The requirement of sections V(a)
and I(c) regarding the discretionary
authority or control of the QPAM with
respect to the plan assets involved in
the transaction, in negotiating the terms
of the transaction and with respect to
the decision on behalf of the investment
fund to enter into the transaction.
(3) For a transaction described in Part
I:
(A) That the transaction is not entered
into with any person who is excluded
from relief under section I(a), section
I(d), or section I(e),
(B) that the transaction is not
described in any of the class exemptions
listed in section I(b),
(4) If the transaction is described in
section III:
(A) That the amount of space covered
by the lease does not exceed the
limitations described in section III(a);
and
(B) That no commission or other fee
is paid by the investment fund as
described in section III(d).

VerDate Mar<15>2010

14:52 Jul 02, 2010

Jkt 220001

Signed at Washington, DC, this 29th day of
June, 2010.
Ivan L. Strasfeld
Director, Office of Exemption Determinations,
Employee Benefits Security Administration,
U.S. Department of Labor.
[FR Doc. 2010–16302 Filed 7–2–10; 8:45 am]
BILLING CODE 4510–29–P

NATIONAL AERONAUTICS AND
SPACE ADMINISTRATION
[Notice: (10–073)]

Notice of Information Collection
AGENCY: National Aeronautics and
Space Administration (NASA).
ACTION: Notice of information collection.
SUMMARY: The National Aeronautics and
Space Administration, as part of its
continuing effort to reduce paperwork
and respondent burden, invites the
general public and other Federal
agencies to take this opportunity to
comment on proposed and/or
continuing information collections, as
required by the Paperwork Reduction
Act of 1995 (Pub. L. 104–13, 44 U.S.C.
3506(c)(2)(A)).
DATES: All comments should be
submitted within 60 calendar days from
the date of this publication.
ADDRESSES: All comments should be
addressed to Brenda J. Maxwell, Office
of the Chief Information Officer, Mail
Suite 2S71, National Aeronautics and
Space Administration, Washington, DC
20546–0001.
FOR FURTHER INFORMATION CONTACT:
Requests for additional information or
copies of the information collection
instrument(s) and instructions should
be directed to Brenda J. Maxwell, Office
of the Chief Information Officer, NASA
Headquarters, 300 E Street, SW., Mail
Suite 2S71, Washington, DC 20546,
(202) 358–4616,
brenda.maxwell@nasa.gov.
SUPPLEMENTARY INFORMATION:

I. Abstract
The NASA Office of Public Affairs
wants an electronic method to provide
scheduling and notification of NASA
events that allow them to track and
manage these requests for events.
II. Method of Collection
Electronic.
III. Data
Title: Special Events Guest System
(SEGS).
OMB Number: (2700–0073).
Type of Review: Revision of a
currently approved collection.

PO 00000

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38845

Affected Public: Individuals or
households.
Estimated Number of Respondents:
11,000.
Estimated Time per Response:
Voluntary.
Estimated Total Annual Burden
Hours: 1,100.
Estimated Total Annual Cost: $0.
IV. Requests for Comments
Comments are invited on: (1) Whether
the proposed collection of information
is necessary for the proper performance
of the functions of NASA, including
whether the information collected has
practical utility; (2) the accuracy of
NASA’s estimate of the burden
(including hours and cost) of the
proposed collection of information; (3)
ways to enhance the quality, utility, and
clarity of the information to be
collected; and (4) ways to minimize the
burden of the collection of information
on respondents, including automated
collection techniques or the use of other
forms of information technology.
Brenda J. Maxwell,
NASA PRA Clearance Officer.
[FR Doc. 2010–16215 Filed 7–2–10; 8:45 am]
BILLING CODE 7510–13–P

NUCLEAR REGULATORY
COMMISSION
[Docket No. 50–289; NRC–2010–0221]

Exelon Generation Company, LLC;
Three Mile Island Nuclear Station, Unit
No. 1; Exemption
1.0

Background

Exelon Generation Company, LLC
(Exelon, the licensee) is the holder of
Facility Operating License No. DPR–50
which authorizes operation of the Three
Mile Island Nuclear Station, Unit 1
(TMI–1). The license provides, among
other things, that the facility is subject
to all rules, regulations, and orders of
the U.S. Nuclear Regulatory
Commission (NRC, the Commission)
now or hereafter in effect.
The facility consists of a pressurizedwater reactor (PWR) located in Dauphin
County, Pennsylvania.
2.0

Request/Action

Title 10 of the Code of Federal
Regulations (10 CFR) part 50, Section
50.48, requires that nuclear power
plants that were licensed before January
1, 1979, must satisfy the requirements of
10 CFR part 50, appendix R, section
III.G, ‘‘Fire protection of safe shutdown
capability.’’ TMI–1 was licensed to
operate prior to January 1, 1979. As

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