19340 Federal Register / Vol. 77, No. 62 / Friday, March 30, 2012 / Notices 

1The Department has considered exemption 

applications received prior to December 27, 2011 

under the exemption procedures set forth in 29 CFR 

part 2570, subpart B (55 FR 32836, 32847, August 

10, 1990). 

sections 406(a)(1)(A) and (D), 406(b)(1), 

and 406(b)(2) of the Act, and the 

sanctions resulting from the application 

of section 4975 of the Code, by reason 

of section 4975(c)(1)(A), (D) and (E) of 

the Code, shall not apply to the personal 

holding company consent dividend 

election (the Consent) with respect to 

Sammons Enterprises, Inc. (Sammons), 

by the trustee of the ESOP, provided 

that the following conditions are 

satisfied: 

(a) The trustee of the ESOP is an 

independent, qualified fiduciary (the 

I/F), acting on behalf of the ESOP, 

which determines prior to entering into 

the transaction that the transaction is 

feasible, in the interest of, and 

protective of the ESOP and the 

participants and beneficiaries of the 

ESOP; 

(b) Before the ESOP enters into the 

proposed transaction, the I/F reviews 

the transaction, and determines whether 

or not to approve the transaction, in 

accordance with the fiduciary 

provisions of the Act; 

(c) The I/F monitors compliance with 

the terms and conditions of this 

proposed exemption, as described 

herein, and ensures that such terms and 

conditions are at all times satisfied; 

(d) Sammons provides to the I/F, in a 

timely fashion, all information 

reasonably requested by the I/F to assist 

it in making its decision whether or not 

to approve the transaction; 

(e) The consent dividend will 

represent no more than two percent 

(2%) of the ESOP’s assets in any taxable 

year within the timeframe of the 

exemption proposed herein; 

(f) Shares of Sammons stock are held 

in an ESOP suspense account, and are 

allocated each year to each eligible 

ESOP participant in accordance with 

the applicable provisions of the Code; 

(g) All of the requirements of section 

565 of the Code are met with respect to 

the Consent; and 

(h) All shareholders of Sammons are 

requested to consent to the dividend in 

the manner prescribed under section 

565 of the Code. 

Notice to Interested Persons: The 

applicant represents that notice to 

interested persons will be provided by 

first class mail within 15 days of the 

publication of this Notice of 

Amendment to Proposed Exemption in 

the Federal Register. This notification 

to interested persons will include both 

a copy of the November 14, 2011 Notice 

and a copy of this Notice of Amendment 

to Proposed Exemption. 

Signed at Washington, DC, this 27th day of 

March 2012. 

Lyssa E. Hall, 

Acting Director of Exemption Determinations, 

Employee Benefits Security Administration, 

U.S. Department of Labor. 

[FR Doc. 2012–7703 Filed 3–29–12; 8:45 am] 

BILLING CODE 4510–29–P 

DEPARTMENT OF LABOR 

Employee Benefits Security 

Administration 

Exemptions From Certain Prohibited 

Transaction Restrictions 

AGENCY: Employee Benefits Security 

Administration, Labor. 

ACTION: Grant of Individual Exemptions. 

SUMMARY: This document contains 

exemptions issued by the Department of 

Labor (the Department) from certain of 

the prohibited transaction restrictions of 

the Employee Retirement Income 

Security Act of 1974 (ERISA or the Act) 

and/or the Internal Revenue Code of 

1986 (the Code). This notice includes 

the following Grants: D–11628, Aztec 

Well Servicing Company & Related 

Companies Medical Plan Trust Fund 

(the Plan), 2012–04; D–11637, HSBC– 

North America (U.S.) Tax Reduction 

Investment Plan (the Plan), 2012–05; D– 

11662, Retirement Program for 

Employees of EnPro Industries (the 

Plan), 2012–06; D–11669, Genzyme 

Corporation 401(k) Plan and Its 

Successor Plans (together, the Plan or 

the Applicant), 2012–07; and D–11680, 

Citigroup Inc. (Citigroup or the 

Applicant), 2012–08. 

SUPPLEMENTARY INFORMATION: A notice 

was published in the Federal Register of 

the pendency before the Department of 

a proposal to grant such exemptions. 

The notice set forth summaries of facts 

and representations contained in the 

applications for exemption and referred 

interested persons to the applications 

for a complete statement of the facts and 

representations. The applications have 

been available for public inspection at 

the Department in Washington, DC The 

notice also invited interested persons to 

submit comments on the requested 

exemptions to the Department. In 

addition the notice stated that any 

interested person might submit a 

written request that a public hearing be 

held (where appropriate). The 

applicants have represented that they 

have complied with the requirements of 

the notification to interested persons. 

No requests for a hearing were received 

by the Department. Public comments 

were received by the Department as 

described in the granted exemptions. 

The notice of proposed exemption 

was issued and the exemptions are 

being granted solely by the Department 

because, 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 proposed to the Secretary of 

Labor. 

Statutory Findings 

In accordance with section 408(a) of 

the Act and/or section 4975(c)(2) of the 

Code and the procedures set forth in 29 

CFR part 2570, subpart B (76 FR 66637, 

66644, October 27, 2011) 1 and based 

upon the entire record, the Department 

makes the following findings: 

(a) The exemption is administratively 

feasible; 

(b) The exemption is in the interests 

of the plan and 

its participants and beneficiaries; and 

(c) The exemption is protective of the 

rights of the participants and 

beneficiaries of the plan. 

Aztec Well Servicing Company & 

Related Companies Medical Plan Trust 

Fund (the Plan) Located in Aztec, New 

Mexico 

[Prohibited Transaction Exemption 2012–04; 

Exemption Application No. D–11628] 

Exemption 

Section I 

The restrictions of sections 

406(a)(1)(A), (C) and (D), 406(b)(1), and 

406(b)(2) of the Act shall not apply to 

the payment by the Plan to Basin 

Occupational & Urgent Care, LLC 

(BOUC), a party in interest with respect 

to the Plan, for the on-site provision to 

the Plan of urgent medical care and 

wellness services by a nurse-practitioner 

and a wellness coordinator employed by 

BOUC, provided that the following 

conditions are satisfied: 

(a) An independent, qualified 

fiduciary (I/F), with expertise in plans 

providing health and welfare benefits 

under the Act and the fiduciary 

obligations thereunder, acting on behalf 

of the Plan, determines prior to entering 

into the transaction that the transaction 

is feasible, in the interest of, and 

protective of the Plan and the 

participants and beneficiaries of the 

Plan; 

(b) Before the Plan enters into the 

proposed transaction, the I/F reviews 

the transaction, ensures that the terms of 

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2For purposes of this exemption, references to 

specific provisions of Title I of the Act, unless 

otherwise specified, refer also to the corresponding 

provisions of the Code. 

3American Depository Shares permit investment 

in foreign securities to trade on markets in the 

United States without many of the complications 

that would otherwise arise from such cross-border 

and cross-currency transactions. 

4 76 FR 70495, November 14, 2011. 

the transaction are at least as favorable 

to the Plan as an arm’s length 

transaction with an unrelated party, and 

determines whether or not to approve 

the transaction, in accordance with the 

fiduciary provisions of the Act; 

(c) The I/F monitors compliance with 

the terms and conditions of this 

exemption, as described herein, and 

ensures that such terms and conditions 

are at all times satisfied; 

(d) The I/F monitors compliance with 

the terms of the written license 

agreement (the License) between the 

Plan and Aztec Well Servicing 

Company, and takes any and all steps 

necessary to ensure that the Plan is 

protected, including, but not limited to, 

exercising its authority to terminate the 

License on 10 days’ written notice; and 

(e) The subject transaction is, in fact, 

on terms and at all times remains on 

terms that are at least as favorable to the 

Plan as those that would have been 

negotiated under similar circumstances 

at arm’s-length with an unrelated third 

party. 

Section II 

The restrictions of sections 

406(a)(1)(A), (C) and (D), 406(b)(1), and 

406(b)(2) of the Act shall not apply, 

effective July 1, 2010, to: (1) The 

payment by the Plan’s participants to 

BOUC for medical services provided as 

a result of the inclusion of BOUC’s 

clinic, located in Farmington, New 

Mexico, as a network provider in the 

BlueCross BlueShield of New Mexico 

(BCBSNM) Network of Health Care 

Providers; and (2) the payment by the 

Plan to BCBSNM of the difference 

between BOUC’s fee and the 

participant’s co-pay, which difference is 

then transmitted by BCBSNM to BOUC, 

provided that the following conditions 

are satisfied: 

(a) The terms of the medical services 

provided by BOUC to Plan participants 

are at least as favorable to the 

participants as those they could obtain 

in similar transactions with an 

unrelated party; 

(b) The Plan participants will have 

access to all of the providers in 

BCBSNM’s network and will be free to 

choose whether or not to use BOUC’s 

clinic; 

(c) At least 99% of the providers 

participating in the BCBSNM are 

unrelated to the companies whose 

employees participate in the Plan, or 

any other party in interest with respect 

to the Plan; 

(d) BOUC will be treated no more 

favorably than any other provider 

participating in the BCBSNM; and 

(e) The transactions are not part of an 

agreement, arrangement or 

understanding designed to benefit 

BOUC or any other party in interest 

with respect to the Plan. 

For a more complete statement of the 

facts and representations supporting the 

Department’s decision to grant this 

exemption, refer to the notice of 

proposed exemption published on 

December 13, 2011 at 76 FR 77610. 

DATES: Effective Date: With respect to 

the transactions described in Section II, 

this exemption is effective July 1, 2010. 

FOR FURTHER INFORMATION CONTACT: Gary 

H. Lefkowitz of the Department, 

telephone (202) 693–8546. (This is not 

a toll-free number.) 

HSBC-North America (U.S.) Tax 

Reduction Investment Plan (the Plan) 

Located in Mettawa, Illinois 

[Exemption Application No. D–11637 

Prohibited Transaction Exemption 2012–05] 

Exemption 

Effective March 2, 2009, the 

restrictions of sections 406(a)(1)(A) and 

406(a)(1)(E), 406(a)(2), 406(b)(1), 

406(b)(2), and 407(a)(1)(A) of the Act 

and the sanctions resulting from the 

application of section 4975 of the Code, 

by reason of section 4975(c)(1)(A) and 

4975(c)(1)(E) of the Code,2 shall not 

apply: 

(1) To the acquisition of certain rights 

(the ADS Rights) by the Plan in 

connection with an offering (the 

Offering) of shares of stock (the Stock) 

in HSBC Holdings plc (Holdings) by 

Holdings, a party in interest with 

respect to the Plan, 

(2) To the holding of the ADS Rights 

received by the Plan during the 

subscription period of the Offering; 

provided that the conditions as set forth 

in Section II of this exemption were 

satisfied; 

Section II: Conditions 

The relief provided in this exemption 

is conditioned upon adherence to the 

material facts and representations 

described, herein, and as set forth in the 

application file and upon compliance 

with the conditions, as set forth in this 

exemption. 

(1) The receipt by the Plan of the ADS 

Rights occurred in connection with the 

Offering made available by Holdings on 

the same terms to all shareholders, such 

as the Plan, of American Depository 

Shares 3 (the HSBC ADS) which 

represent the Stock of Holdings; 

(2) The acquisition of the ADS Rights 

by the Plan resulted from an 

independent act of Holdings, as a 

corporate entity, and all holders of the 

ADS Rights, including the Plan, were 

treated in the same manner with respect 

to the acquisition of such rights; 

(3) All holders of the ADS Rights, 

such as the Plan, received the same 

proportionate number of such rights 

based on the number of HSBC ADS 

held; and 

(4) All decisions regarding the ADS 

Rights made by the Plan were made by 

an independent, qualified fiduciary 

which: 

(a) Conducted a due diligence review 

of the Offering; 

(b) Determined whether or not to 

direct the Plan to vote in favor of the 

Offering; and 

(c) Evaluated a prudent strategy for 

disposition of the ADS Rights under the 

Offering that were allocated to the Plan. 

Effective Date: This exemption is 

effective, on March 2, 2009, the date of 

the announcement of the Offering. 

Written Comments 

In the Notice of Proposed Exemption 

(the Notice), the Department invited all 

interested persons to submit written 

comments and requests for a hearing on 

the proposed exemption within 45 days 

of the date of the publication of the 

Notice in the Federal Register on 

November 14, 2011.4 All comments and 

requests for hearing were due by 

December 29, 2011. 

During the comment period the 

Department received no requests for 

hearing. However, the Department did 

receive a comment letter, dated 

December 29, 2011, from the applicants 

(the Applicants). In the comment letter 

the Applicants requested one (1) 

amendment to the language of Section 

I(1), as set forth on page 70496 in the 

Notice. In this regard, the reference to 

the name, ‘‘HSBC Holding, plc,’’ should 

be changed to ‘‘HSBC Holdings plc.’’ 

The Department concurs with the 

Applicants’ requested amendment to 

Section I(1). 

In addition the Applicants requested 

three (3) clarifications to the Summary 

of Facts and Representations (the SFR) 

of the Notice. The Applicants’ requested 

clarifications to the SFR are discussed, 

below, in an order that corresponds to 

the appearance of the relevant language 

in the Notice. 

1. In paragraph 4, as set forth in the 

SFR, on page 70497 of the Notice, the 

Applicants clarify that HSBC North 

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5For purposes of this exemption, references to 

section 406 of the Act should be read to refer as 

well to the corresponding provisions of section 

4975 of the Code. 

America Holdings, Inc. and its 

subsidiaries comprise all of the business 

interests of HSBC Holdings plc in the 

United States. The Department concurs 

with the Applicants’ requested 

clarification. 

2. In paragraph 16, as set forth in the 

SFR, on page 70499 and 70501 of the 

Notice, the Applicants clarify that 

further examination of the fees under 

each of the options available to the Plan 

has shown that a stamp tax (a United 

Kingdom Stamp Duty Reserve Tax) 

would not have been incurred under 

Option (C). The Plan would only have 

paid a stamp tax under Option (A). The 

Department concurs with the 

Applicants’ requested clarification. 

3. In paragraph 19, as set forth in the 

SFR, on page 70502 of the Notice, the 

Applicants represent that the Offering 

included a default procedure to protect 

the interests of ADS Rights holders who 

did not take action with respect to the 

ADS Rights they received in the 

Offering. The Department concurs with 

the Applicants’ requested clarification. 

After full consideration and review of 

the entire record, including the written 

comment letter filed by the Applicants, 

the Department has determined to grant 

the exemption, as amended and 

clarified above. Comments submitted by 

the Applicants to the Department in the 

comment letter have been included as 

part of the public record of the 

exemption application. The complete 

application file (D–11637), including all 

supplemental submissions received by 

the Department, is available for public 

inspection in the Public Documents 

Room of the Employee Benefits Security 

Administration, Room N–1513, U.S. 

Department of Labor, 200 Constitution 

Avenue NW., Washington, DC 20210. 

For a more complete statement of the 

facts and representations supporting the 

Department’s decision to grant this 

exemption refer to the Notice published 

on November 14, 2011, at 76 FR 70495. 

FOR FURTHER INFORMATION CONTACT: Ms. 

Angelena C. Le Blanc of the Department, 

telephone (202) 693–8540. (This is not 

a toll-free number.) 

Retirement Program for Employees of 

EnPro Industries (Plan) Located in 

Charlotte, NC 

[Prohibited Transaction Exemption 2012–06; 

Exemption Application No. D–11662] 

Exemption 

The restrictions of sections 

406(a)(1)(A) and 406(b)(1) and (b)(2) of 

the Act and the sanctions resulting from 

the application of section 4975(c)(1)(A) 

and (E) of the Code, shall not apply, 

effective July 15, 2011, to the in kind 

contribution (the Contribution) to the 

Plan of a guaranteed investment 

contract (the Annuity), issued by the 

Metropolitan Life Insurance Company, 

an unrelated party, by EnPro Industries, 

Inc. (EnPro); provided that the following 

conditions were satisfied: 

(a) A qualified, independent fiduciary 

(the Independent Fiduciary), acting on 

behalf of the Plan, determined whether 

the Contribution was in the interests of 

the Plan and protective of the Plan’s 

participants and beneficiaries; 

(b) The Independent Fiduciary 

reviewed, negotiated and approved the 

terms of the Contribution on behalf of 

the Plan in accordance with the 

fiduciary provisions of the Act; 

(c) A qualified, independent appraiser 

determined the fair market value of the 

Annuity prior to the Contribution, and 

it updated such valuation on the date of 

the Contribution; 

(d) The Annuity represented 

approximately 19% of the Plan’s assets 

at the time of the Contribution; 

(e) The Plan incurred no fees, 

commissions, or other charges or 

expenses in connection with the 

Contribution; 

(f) The terms of the Contribution were 

no less favorable to the Plan than the 

terms negotiated at arm’s length under 

similar circumstances between 

unrelated parties; and 

(g) EnPro amended the Investment 

Policy Statement for the Plan in 

conformity with the recommendations 

of the Independent Fiduciary prior to 

the Contribution. 

Effective Date: This exemption is 

effective as of July 15, 2011. 

Written Comment 

In the Notice of Proposed Exemption 

(76 FR 77619, December 13, 2011) (the 

Notice), the Department invited all 

interested persons to submit written 

comments and requests for a hearing on 

the Notice within forty (40) days of the 

date of the publication of such Notice in 

the Federal Register. All comments and 

requests for a hearing from interested 

persons were due by January 23, 2012. 

During the comment period, the 

Department did not receive any requests 

for a public hearing. However, the 

Department did receive one written 

comment from a Plan participant, who 

sought to clarify whether the Plan had 

sufficient funds to cover Plan benefit 

obligations due before the Annuity 

matured on December 31, 2014. In a 

telephone call to the participant, a 

Department representative explained 

that Paragraph 20 of the Notice included 

a representation from the Independent 

Fiduciary, which had confirmed with 

the Plan’s actuary that the Plan would 

be in a position to meet its benefit 

obligations from the date of the 

Contribution until the maturity date of 

the Annuity. 

For a more complete statement of the 

facts and representations supporting the 

Department’s decision to grant this 

exemption, refer to the Notice published 

on December 13, 2011 at 76 FR 77619. 

FOR FURTHER INFORMATION CONTACT: Mr. 

Anh-Viet Ly of the Department at (202) 

693–8648. (This is not a toll-free 

number.) 

Genzyme Corporation 401(k) Plan and 

Its Successor Plans (Together, the Plan 

or the Applicant) Located in 

Cambridge, MA 

[Prohibited Transaction Exemption 2012–07; 

Exemption Application No. D–11669] 

Exemption 

The restrictions of sections 406(a), 

406(b)(1) and (b)(2) and section 407(a) 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 (E) of the Code,5 shall not 

apply, effective April 4, 2011, to (1) the 

acquisition by the Plan of contingent 

value rights (CVRs) as a result of the 

Plan’s ownership of certain common 

stock (Genzyme Common Stock) in 

Genzyme Corporation (Genzyme), the 

Plan sponsor, in connection with (a) the 

purchase of shares (Shares) of Genzyme 

Common Stock pursuant to an exchange 

offer (the Exchange Offer) and a 

subsequent offer to the Exchange Offer 

(the Subsequent Exchange Offer) by GC 

Merger Corp. (the Purchaser), a whollyowned subsidiary of sanofi-aventis 

(Sanofi), a party in interest with respect 

to the Plan, and (b) the ‘‘short-form’’ 

merger (the Merger) of the Purchaser 

into Genzyme (together, the 

Transactions); (2) the continued holding 

of CVRs by the Plan; and (3) the resale 

of the CVRs by the Plan to Sanofi, 

pursuant to the exercise of repurchase 

rights available under certain 

circumstances specified in the 

Contingent Value Rights Agreement (the 

CVR Agreement). 

This exemption is subject to the 

following conditions: 

(a) Plan participants holding Genzyme 

Common Stock received one CVR for 

each Share on the effective date of the 

tender or cancellation of their Shares, in 

connection with the Transactions. 

(b) The acquisition of CVRs by the 

Plan occurred in connection with the 

Transactions on the same terms and in 

the same manner as the acquisition of 

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CVRs by all other holders of Genzyme 

Common Stock, other than Sanofi, the 

Purchaser, Genzyme and dissenting 

shareholders. 

(c) The Plan’s acquisition of CVRs 

resulted either (1) from a decision by a 

participant or beneficiary to tender 

Shares allocated to his or her account or 

(2) Following a decision by a 

participant or beneficiary not to tender 

Shares by reason of the Merger. 

(d) The Plan did not pay any fees or 

commissions in connection with the 

acquisition of the CVRs, nor does it pay 

any fees or commissions in connection 

with the holding of CVRs or sale of 

CVRs to Sanofi pursuant to an exercise 

of Sanofi’s repurchase right under the 

CVR Agreement. 

(e) Credit Suisse Securities (USA) LLC 

and Goldman Sachs & Co advised 

Genzyme that the consideration 

received by Genzyme shareholders, 

including Plan participants, in exchange 

for their Shares was ‘‘fair,’’ from a 

financial point of view. 

(f) The Plan does not acquire or hold 

CVRs other than those acquired in 

connection with the Transactions. 

(g) Plan participants have the same 

rights with respect to CVRs allocated to 

their accounts under the Plan (including 

with respect to any repurchase of CVRs 

by Sanofi) as unrelated parties have 

with respect to CVRs not held under the 

Plan, and they may direct the Plan’s 

trustee (the Trustee) to sell CVRs 

allocated to their respective accounts at 

any time. 

(h) For so long as CVRs remain a 

permissible Plan investment, the 

retention or disposition by the Plan of 

CVRs allocated to a participant’s or 

beneficiary’s account is administered in 

accordance with the provisions of the 

Plan that are in effect for individuallydirected investment of participant 

accounts. 

Effective Date: This exemption is 

effective as of April 4, 2011. For a more 

complete statement of the facts and 

representations supporting the 

Department’s decision to grant this 

exemption, refer to the notice of 

proposed exemption published on 

December 13, 2011, at 76 FR 77612. 

Extension of Comment Period 

The notice of proposed exemption 

(the Notice) invited all current 

participants and beneficiaries of the 

Plan (Interested Persons) to submit 

comments or requests for a hearing to 

the Department by January 27, 2012. 

The Applicant agreed to notify 

Interested Persons by first class mail 

within 15 days of the date that the 

Notice appeared in the Federal Register. 

The Applicant confirmed that Interested 

Persons were notified via first class mail 

on December 28, 2011, less than 30 days 

prior to the final day of the comment 

period. To ensure that Interested 

Persons would have at least 30 days to 

provide comments to the Department, 

the Applicant agreed to extend the 

comment period to January 31, 2012. 

Accordingly, the Applicant sent a 

supplementary letter announcing the 

extension of the comment period to 

Interested Persons via first class mail on 

January 19, 2012. 

Written Comments 

During the comment period, the 

Department received three written 

comments with respect to the Notice, 

and no requests for a public hearing. 

The first two comments stated matters 

that were not germane to the exemption 

request. The third comment and a 

supplemental response (together, the 

Comment Letter) were submitted by 

Genzyme, and are intended to (1) clarify 

that the exemption would apply to 

successor plans to the current Plan; (2) 

request changes to Conditions (d) and 

(g) of the Notice; and (3) correct or 

clarify minor errors and inconsistencies 

in the Notice. Genzyme’s Comment 

Letter and the Department’s responses 

are described below. 

1. Successor Plans. On page 77618 of 

the Summary of Facts and 

Representations (the Summary), 

Representation 17 states that if the 

exemption is granted, ‘‘it would also 

apply to successor plans to the current 

Plan.’’ 

While the proposed extension of relief 

to successor plans is mentioned in the 

Summary, Genzyme notes that the text 

of the exemption at the beginning of the 

Notice does not make reference to 

‘‘successor plans.’’ In order to avoid 

uncertainty in the future, Genzyme 

requests that the final text of the 

exemption reflect that any plan into 

which the Plan is merged or to which 

substantially all assets of the Plan are 

transferred will be entitled to rely on the 

exemption, to the same extent as the 

Plan would be entitled to rely on the 

exemption if no such merger or transfer 

had occurred. 

In response to this comment, the 

Department has revised the title of the 

final exemption to include the 

‘‘Genzyme Corporation 401(k) Plan and 

Its Successor Plans,’’ in order to clarify 

that relief extends to such successor 

plan(s). 

2. Requested Changes to Conditions 

(d) and (g) of the Notice. Genzyme 

suggests that the Department consider 

revising Condition (d) of the Notice (on 

page 77613) to refer to ‘‘fees or 

commissions in connection with the 

holding of CVRs or a sale of CVRs to 

Sanofi,’’ rather than to ‘‘fees or 

commissions in connection with the 

holding or sale of CVRs to Sanofi,’’ as 

the condition currently reads. Genzyme 

states that this suggestion is offered not 

for the purpose of making any 

substantive change, but solely to 

enhance clarity. 

In response to this comment, the 

Department has revised Condition (d) of 

the final exemption slightly to clarify 

the meaning of this condition and its 

applicability to Sanofi. The Department 

also notes a corresponding modification 

to Representation 23(d) of the Summary, 

on page 77618. 

In addition, Condition (g) of the 

Notice requires that participants have 

the ability to direct the Trustee ‘‘to sell 

CVRs allocated to their respective 

accounts at any time’’ (emphasis 

added). Genzyme notes that participants 

may, at certain times, be subject to 

limitations on their ability to direct the 

Trustee with regard to the investment of 

their accounts (e.g., during a ‘‘blackout 

period’’ within the meaning of section 

101(i) of the Act, or when applicable 

insider trading policies would prevent a 

participant from selling securities). In 

order to avoid any implication that the 

language in Condition (g) would fail to 

be satisfied in such circumstances, 

Genzyme suggests that the wording be 

revised to require that participants have 

the ability to direct the Trustee ‘‘to sell 

CVRs allocated to their respective 

accounts at any time, subject to any 

limitations that may be imposed by 

applicable law’’ (emphasis added). 

Genzyme explains that this suggestion 

was made with the thought that there 

might be periods during which certain 

participants would be prohibited by 

federal securities laws from transacting 

in securities as to which they might 

have ‘‘insider’’ knowledge. Genzyme 

also emphasizes that there is no 

intention of imposing restrictions on the 

ability of participants to give investment 

directions with respect to CVRs held in 

their accounts under the Plan, except as 

otherwise required by applicable law. 

In response to this comment, the 

Department has decided not to make the 

suggested revision to the Notice since it 

is inherently understood that the 

condition might be subject to limitations 

imposed by applicable law (e.g., federal 

securities laws). However, the 

Department notes Genzyme’s 

clarification to Condition (g) of the 

Notice and to Representation 23(g) of 

the Summary. 

3. Minor Errors and Inconsistencies in 

the Notice. Genzyme requests that the 

two references to the merger of Sanofi 

into Genzyme (located in clause (1)(b) of 

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19344 Federal Register / Vol. 77, No. 62 / Friday, March 30, 2012 / Notices 

6The Merger Consideration consisted of (a) $74 

in cash, less any applicable withholding for taxes 

and without interest, per Share, and (b) one CVR 

per Share. 

7For purposes of this exemption, references to 

section 406 of ERISA should be read to refer to the 

corresponding provisions of section 4975 of the 

Code as well. 

8CBB and three of its employees as of August 14, 

2009 had been criminally charged with six counts 

of criminal activity. The three employees were each 

convicted on one count of criminal activity in 

Belgium. 

the operative language on page 77612 of 

the Notice and in Representation 17 of 

the Summary on page 77618) be revised 

to refer, instead, to the merger of the 

Purchaser into Genzyme. 

In addition, Genzyme states that when 

the Purchaser was merged into 

Genzyme, the Purchaser ceased to exist 

as a separate entity. Genzyme notes that 

the statements regarding the Purchaser 

in Representation 4 of the Summary (on 

page 77613) were made in the present 

tense while the Purchaser continued to 

exist as a separate entity. Given the 

passage of time and the fact that the 

Purchaser has merged into Genzyme, 

Genzyme states that it would be 

appropriate to change this paragraph to 

the past tense, as follows: 

The Purchaser, a Massachusetts 

corporation, was incorporated on July 29, 

2010, as a direct wholly-owned subsidiary of 

Sanofi. The Purchaser was organized by 

Sanofi to acquire Genzyme and did not 

conduct any unrelated activities between the 

time of its organization and the time of its 

merger into Genzyme. All of the outstanding 

shares of the capital stock of the Purchaser 

were owned by Sanofi. 

Further, Genzyme states that on page 

77614 of the Summary, Representation 

5 contains the following representation: 

‘‘All Shares not tendered were 

converted into the right to receive the 

same Merger Consideration.’’ Consistent 

with the preceding sentence and other 

information set forth in Representation 

5, Genzyme states that the 

representation should instead read: ‘‘All 

Shares not tendered were converted into 

the right to receive the same Merger 

Consideration, except for Shares held by 

Sanofi, Genzyme and their subsidiaries, 

and Shares held by shareholders who 

properly perfected appraisal rights 

under Massachusetts law.’’ 

Representation 5 of the Summary also 

states that the Merger Consideration 6 in 

connection with the Exchange Offer and 

the Subsequent. Exchange Offer was 

paid on April 4, 2011. However, 

Genzyme notes that, as is correctly 

stated in Representation 7 of the 

Summary (on page 77614), the Merger 

Consideration paid in connection with 

the Subsequent Exchange Offer was 

actually paid on April 7, 2011. 

Finally, Genzyme states that on page 

77615 of the Summary, Representation 

11 contains a typographical error. 

Genzyme explains that the phrase 

‘‘subject to certain conditions and 

expectations’’ should read, instead, 

‘‘subject to certain conditions and 

exceptions.’’ 

In response to the foregoing 

comments, the Department notes the 

clarifications and updates to the Notice. 

Accordingly, after giving full 

consideration to the entire record, 

including the Comment Letter, the 

Department has determined to grant the 

exemption as modified herein. 

For further information regarding the 

comment and other matters discussed 

herein, Interested Persons are 

encouraged to obtain copies of the 

exemption application file (Exemption 

Application No. D–11669) the 

Department is maintaining in this case. 

The complete application file, as well as 

all supplemental submissions received 

by the Department, are made available 

for public inspection in the Public 

Disclosure Room of the Employee 

Benefits Security Administration, Room 

N–1513, U.S. Department of Labor, 200 

Constitution Avenue NW., Washington, 

DC 20210. 

FOR FURTHER INFORMATION CONTACT: 

Anna Mpras Vaughan of the 

Department, telephone (202) 693–8565. 

(This is not a toll-free number.) 

Citigroup Inc. (Citigroup or the 

Applicant) Located in New York, New 

York 

[Prohibited Transaction Exemption 2012–08; 

Exemption Application No. D–11680] 

Exemption 

Citigroup Inc. and its current and 

future affiliates (collectively, Citigroup) 

shall not be precluded, as of December 

1, 2010, from functioning as a ‘‘qualified 

professional asset manager’’ (QPAM), 

pursuant to Prohibited Transaction 

Exemption 84–14 (PTE 84–14) (49 FR 

9494, March 13, 1984, as amended on 

August 23, 2005 at 70 FR 49305), solely 

because of a failure to satisfy Section 

I(g) of PTE 84–14, as a result of 

Citigroup’s affiliation with Citibank 

Belgium SA (CBB), an entity convicted 

of three (3) counts of criminal activity 

in Belgium, provided that the following 

conditions are met 7: 

(a) The affiliate convicted under 

Belgium law does not provide fiduciary 

or QPAM services to employee benefit 

plans (plans) or otherwise exercise 

discretionary control over plan assets; 

(b) ERISA-covered assets are not 

involved in the conduct that is the 

subject of the Belgian affiliate’s 

conviction(s); 

(c) Citigroup imposes its internal 

procedures, controls, and protocols on 

the Belgian affiliate to reduce the 

likelihood of any recurrence of the 

conduct that is the subject of the 

conviction(s), to the extent permitted by 

local law; 

(d) This exemption is not applicable 

if Citigroup, or any affiliate (other than 

branches or affiliates found liable for 

similar crimes in Belgium in connection 

with the sale of certain structured notes 

(the Lehman Notes) is convicted of any 

of the crimes described in Section I(g) 

of PTE 84–14; 

(e) Citigroup maintains records that 

demonstrate that the conditions of the 

exemption have been and continue to be 

met for at least six years following the 

conviction of an affiliate under Belgium 

law; 

(f) Citigroup has adopted procedures 

to afford protection of the interests of 

participants and beneficiaries of 

employee benefit plans; and 

(g) Citigroup complies with the other 

conditions of PTE 84–14, as amended. 

Effective Date: This exemption is 

effective as of December 1, 2010. 

For a more complete statement of the 

facts and representations supporting the 

Department’s decision to grant this 

exemption, refer to the notice of 

proposed exemption (the Proposal) 

published on January 20, 2012 at 77 FR 

3061. 

Written Comments 

The Department received one written 

comment letter with respect to the 

Proposal. The letter was submitted by 

the Applicant in order to make some 

minor corrections and clarifications 

with respect to the Proposal. 

The Applicant provided updated 

information that CBB was only 

convicted on three counts of criminal 

activity in Belgium.8 The Department 

has made a change in the first paragraph 

of this exemption in response to this 

comment. 

The Applicant requested that the 

Department make certain changes to 

Conditions (b) and (c) of the Proposal. 

The Applicant requested that, for sake 

of clarity, the word ‘‘Belgian’’ be 

inserted before ‘‘affiliate’’ in both 

Conditions (b) and (c). In addition, 

because the convictions are under 

appeal, the Applicant requested that the 

word ‘‘conduct’’ be substituted for 

‘‘misconduct’’ in Condition (b), and the 

phrase ‘‘the conduct that is the subject 

of the convictions’’ be substituted for 

the word ‘‘misconduct’’ in Condition 

(c). The Department has made these 

requested changes. The Applicant also 

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Federal Register / Vol. 77, No. 62 / Friday, March 30, 2012 / Notices 19345 

requested that the Department make 

corresponding changes to the Summary 

of Facts and Representations (the 

Summary) section of the Proposal. The 

Department notes these revisions to 

Representation 8 of the Summary. 

Condition (e) of the Proposal requires 

Citigroup to comply with certain 

recordkeeping requirements. However, 

Citigroup stated in its comment letter 

that only Condition (c) of the Proposal 

would lend itself to the maintenance of 

records regarding compliance with the 

exemption. Accordingly, Citigroup has 

requested that Condition (e) be revised 

to limit the recordkeeping requirement 

to ‘‘the conditions of subsection (c) of 

the exemption.’’ The Department does 

not agree with the Applicant on this 

point because recordkeeping would 

apply to the continuing validity of the 

exemption as a whole. Accordingly, the 

Department has not changed the 

condition. 

Condition (f) of the Proposal currently 

provides that ‘‘Citigroup has adopted 

procedures to afford ample protection of 

the interests of the participants and 

beneficiaries of employee benefit 

plans.’’ The Applicant stated that it is 

unsure what the word ‘‘ample’’ is 

intended to mean and requested in its 

comment letter that the Department 

delete this word from Condition (f). The 

Department has done so. The Applicant 

also requested that the deletion of the 

word ‘‘ample’’ be made from 

Representation 8 of the Summary. The 

Department so notes. 

In its comment letter, the Applicant 

had other requested changes to the 

Summary. The Applicant noted that the 

last sentence of Representation 2 

indicates that CBB has no ERISA plan 

clients and is not expected to have any 

such clients in the future. According to 

the Applicant, although CBB does not 

act as a fiduciary to any ERISA plan, 

Citigroup cannot guarantee that an 

ERISA plan will never be a counterparty 

to any transaction entered into by CBB. 

As a result, the Applicant requested that 

the Department revise the last sentence 

of Representation 2 of the Proposal to 

state that ‘‘* * *CBB is not expected to 

have any ERISA plan clients for whom 

it will perform any fiduciary or QPAM 

services or otherwise exercise 

discretionary control over plan assets in 

the future.’’ In response, the Department 

notes this revision. 

The Applicant represents that after a 

further review of the facts and 

circumstances surrounding the criminal 

convictions of CBB, it has determined 

that: (a) prior to his termination of 

employment, Jose de Penaranda de 

Franchimont was the Chief Country 

Officer and Chief Executive Officer of 

CBB, rather than its Chief Compliance 

Officer; and (b) the convictions were 

related to the use of fact sheets, in 

addition to marketing letters and 

leaflets, as well as a prospectus. The 

Applicant has therefore requested in its 

comment letter that Footnote 57 to 

Representation 3 be revised to replace 

Mr. de Penaranda de Franchimont’s title 

as ‘‘Chief Country Officer and Chief 

Executive Officer.’’ The Applicant also 

notes the correct spelling of Mr. de 

Penaranda de Franchimont’s name. In 

addition, Citigroup has requested that 

the third sentence of Representation 3 

be revised to refer to the ‘‘use of certain 

marketing letters, leaflets and fact 

sheets, as well as a prospectus.’’ The 

Department notes these revisions. 

Representation 5 addresses the 

reasons that the Proposal would be 

protective of the rights of participants 

and beneficiaries of affected plans. For 

purposes of clarity, the Applicant 

requested in its comment letter that the 

Department revise subsection (d) of 

Representation 5 to read: ‘‘A consistent 

framework and requirements were 

developed through the policy for 

mandatory sales force training on 

products, as well as Citigroup policies.’’ 

The Department notes this revision. 

Representation 7 addresses 

Citigroup’s compliance policies and 

procedures and notes that Mr. 

Staroukine, CBB’s Belgium Country 

Counsel, has no involvement with 

ERISA plans and will not have any 

future dealings with ERISA plans while 

employed by Citigroup, CBB, or an 

affiliate. The Applicant stated in its 

comment letter that although it is 

correct that Mr. Staroukine does not act 

as a fiduciary to any ERISA plan, CBB 

cannot ensure that he will never have 

any involvement in any transaction in 

which an ERISA plan may be a 

counterparty. The Department so notes. 

In addition, Citigroup contended in its 

comment letter that Mr. Staroukine 

should not be prohibited from ever 

acting as a fiduciary to an ERISA plan 

in the event his conviction is overturned 

on appeal. Therefore the Applicant 

requested that the last sentence of 

Representation 7 of the Proposal be 

revised to read: ‘‘The Applicant further 

represents that Mr. Staroukine, although 

currently serving as CBB’s Belgium 

Country Counsel, does not act as a 

fiduciary to any ERISA plan, and will 

not act as a fiduciary to any ERISA plan 

while he is employed by the Applicant, 

CBB or an affiliate, unless the 

convictions are overturned on appeal. 

The Department notes this revision. 

The Department has considered the 

entire record, including the comment 

letter filed by the Applicant, and has 

determined to grant the exemption as 

proposed, subject to the revisions 

described herein. 

FOR FURTHER INFORMATION CONTACT: Gary 

H. Lefkowitz of the Department, 

telephone (202) 693–8546. (This is not 

a toll-free number.) 

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/or section 

4975(c)(2) of the Code does not relieve 

a fiduciary or other party in interest or 

disqualified person from certain other 

provisions to which the exemption does 

not apply and the general fiduciary 

responsibility provisions of section 404 

of the Act, which among other things 

require a fiduciary to discharge his 

duties respecting the plan solely in the 

interest of the participants and 

beneficiaries of the plan and in a 

prudent fashion in accordance with 

section 404(a)(1)(B) of the Act; nor does 

it 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) This exemption is supplemental to 

and not in derogation of, any other 

provisions of the Act and/or the Code, 

including statutory or administrative 

exemptions and transactional 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 

(3) The availability of this exemption 

is subject to the express condition that 

the material facts and representations 

contained in the application accurately 

describe all material terms of the 

transaction which is the subject of the 

exemption. 

Signed at Washington, DC, this 27th day of 

March 2012. 

Lyssa E. Hall, 

Acting Director of Exemption Determinations, 

Employee Benefits Security Administration, 

U.S. Department of Labor. 

[FR Doc. 2012–7705 Filed 3–29–12; 8:45 am] 

BILLING CODE 4510–29–P 

DEPARTMENT OF LABOR 

Employee Benefits Security 

Administration 

Proposed Exemptions From Certain 

Prohibited Transaction Restrictions 

AGENCY: Employee Benefits Security 

Administration, Labor. 

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