Federal Register / Vol. 86, No. 1 / Monday, January 4, 2021 / Notices 131 

1For purposes of this proposed exemption 

reference to specific provisions of Title I of the Act, 

unless otherwise specified, should be read to refer 

as well to the corresponding provisions of the Code. 

2 49 FR 9494 (March 13, 1984), as corrected at 50 

FR 41430 (October 10, 1985), as amended at 70 FR 

49305 (August 23, 2005), and as amended at 75 FR 

38837 (July 6, 2010). 

3Section I(g) of PTE 84–14 generally provides 

that ‘‘[n]either the QPAM nor any affiliate thereof 

. . . nor any owner . . . 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’’ 

certain felonies including violation of the Sherman 

Antitrust Act, Title 15 United States Code, Section 

1. 

DEPARTMENT OF LABOR 

Employee Benefits Security 

Administration 

[Exemption Application No. D–12030] 

Proposed Exemption for Certain 

Prohibited Transaction Restrictions 

Involving The Goldman Sachs Group, 

Inc. (Goldman Sachs or the Applicant) 

Located in New York, New York 

AGENCY: Employee Benefits Security 

Administration, Labor. 

ACTION: Notice of proposed exemption. 

SUMMARY: This document provides 

notice of the pendency before the 

Department of Labor (the Department) of 

a proposed individual exemption 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). If this 

proposed exemption is granted, certain 

entities with specified relationships to 

Goldman Sacs will not be precluded 

from relying on the exemptive relief 

provided by Prohibited Transaction 

Class Exemption 84–14. 

DATES: If granted, this proposed 

exemption will be in effect for five years 

beginning on the Conviction Date. 

Written comments and requests for a 

public hearing on the proposed 

exemption should be submitted to the 

Department by February 10, 2021. 

ADDRESSES: All written comments and 

requests for a hearing (at least three 

copies) should be sent to the Employee 

Benefits Security Administration 

(EBSA), Office of Exemption 

Determinations, U.S. Department of 

Labor, 200 Constitution Avenue NW, 

Suite 400, Washington, DC 20210, 

Attention: Application No. D–12030 or 

via private delivery service or courier to 

the Employee Benefits Security 

Administration (EBSA), Office of 

Exemption Determinations, U.S. 

Department of Labor, 122 C St. NW, 

Suite 400, Washington, DC 20001. 

Attention: Application No. D–12030. 

Interested persons may also submit 

comments and/or hearing requests to 

EBSA via email to e-OED@dol.gov or by 

FAX to (202) 693–8474, or online 

through http://www.regulations.gov. 

Any such comments or requests should 

be sent by the end of the scheduled 

comment period. The application for 

exemption and the comments received 

will be available for public inspection in 

the Public Disclosure Room of the 

Employee Benefits Security 

Administration, U.S. Department of 

Labor, Room N–1515, 200 Constitution 

Avenue NW, Washington, DC 20210. 

See SUPPLEMENTARY INFORMATION below 

for additional information regarding 

comments. 

FOR FURTHER INFORMATION CONTACT: 

Joseph Brennan of the Department at 

(202) 693–8456. (This is not a toll-free 

number.) 

SUPPLEMENTARY INFORMATION: 

Comments: Comments should state 

the nature of the person’s interest in the 

proposed exemption and the manner in 

which the person would be adversely 

affected by the exemption, if granted. 

Any person who may be adversely 

affected by an exemption can request a 

hearing on the exemption. A request for 

a hearing must state: (1) The name, 

address, telephone number, and email 

address of the person making the 

request; (2) the nature of the person’s 

interest in the exemption and the 

manner in which the person would be 

adversely affected by the exemption; 

and (3) a statement of the issues to be 

addressed and a general description of 

the evidence to be presented at the 

hearing. The Department will grant a 

request for a hearing made in 

accordance with the requirements above 

where a hearing is necessary to fully 

explore material factual issues 

identified by the person requesting the 

hearing. A notice of such hearing shall 

be published by the Department in the 

Federal Register. The Department may 

decline to hold a hearing if: (1) The 

request for the hearing does not meet 

the requirements above; (2) the only 

issues identified for exploration at the 

hearing are matters of law; or (3) the 

factual issues identified can be fully 

explored through the submission of 

evidence in written (including 

electronic) form. 

Warning: All comments received will 

be included in the public record 

without change and may be made 

available online at http://

www.regulations.gov, including any 

personal information provided, unless 

the comment includes information 

claimed to be confidential or other 

information whose disclosure is 

restricted by statute. If you submit a 

comment, EBSA recommends that you 

include your name and other contact 

information in the body of your 

comment, but DO NOT submit 

information that you consider to be 

confidential, or otherwise protected 

(such as Social Security number or an 

unlisted phone number) or confidential 

business information that you do not 

want publicly disclosed. However, if 

EBSA cannot read your comment due to 

technical difficulties and cannot contact 

you for clarification, EBSA might not be 

able to consider your comment. 

Additionally, the http://

www.regulations.gov website is an 

‘‘anonymous access’’ system, which 

means EBSA will not know your 

identity or contact information unless 

you provide it in the body of your 

comment. If you send an email directly 

to EBSA without going through http:// 

www.regulations.gov, your email 

address will be automatically captured 

and included as part of the comment 

that is placed in the public record and 

made available on the internet. 

Background: The Department is 

considering granting an exemption 

under the authority of 408(a) of the Act 

and section 4975(c)(2) of the Code, in 

accordance with the procedures set 

forth in 29 CFR part 2570, subpart B (76 

FR 46637, 66644, October 27, 2011).1 If 

the proposed exemption is granted, the 

Goldman Sachs Affiliated QPAMs and 

the Goldman Sachs Related QPAMs, as 

defined below, will not be precluded 

from relying on the exemptive relief 

provided by Prohibited Transaction 

Class Exemption 84–14 (PTE 84–14 or 

the QPAM Exemption),2

notwithstanding the judgment of 

conviction against Goldman Sachs 

(Malaysia) Sdn. Bhd. (Goldman Sachs 

Malaysia), an indirect, wholly-owned 

subsidiary of Goldman (the Goldman 

Sachs Malaysia FCPA Conviction),3 for 

conspiracy to violate the anti-bribery 

provisions of the Foreign Corrupt 

Practices Act of 1977 (FCPA). This 

proposed exemption will be effective for 

a period of up to five (5) years, 

beginning on the date a judgment of 

conviction against Goldman Sachs 

Malaysia, in Cr. No. 20–438 (MKB), is 

entered in the United States District 

Court for the Eastern District of New 

York (the Conviction Date), provided 

that the conditions set out below in 

Section I are satisfied. 

132 Federal Register / Vol. 86, No. 1 / Monday, January 4, 2021 / Notices 

4The Summary of Facts and Representations is 

based on the Applicant’s representations, unless 

indicated otherwise. 

5 49 FR 9494 (March 13, 1984), as corrected at 50 

FR 41430 (October 10, 1985), as amended at 70 FR 

49305 (August 23, 2005), and as amended at 75 FR 

38837 (July 6, 2010). 

6Under the Code such parties, or similar parties, 

are referred to as ‘‘disqualified persons.’’ 

7The prohibited transaction provisions also 

include certain fiduciary prohibited transactions 

under section 406(b) of ERISA and 4975(c)(1)(E) 

and (F) of the Code. These include transactions 

involving fiduciary self-dealing, fiduciary conflicts 

of interest, and kickbacks to fiduciaries. PTE 84–14 

provides only very narrow conditional relief for 

transactions described in Section 406(b) of ERISA. 

8Section VI(d) of PTE 84–14 defines the term 

‘‘affiliate’’ for purposes of Section I(g) as ‘‘(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.’’ 

9Plea Agreement entered into between the United 

States of America, by and through the United States 

Department of Justice, Criminal Division, Fraud 

Section and Money Laundering and Asset Recovery 

Section, and the United States Attorney’s Office for 

the Eastern District of New York and Goldman 

Sachs (Malaysia) Sdn. Bhd., Cr. No. 20–438 (MKB), 

filed Oct. 21, 2020. 

10 Goldman Sachs (Malaysia) Sdn. Bhd, Goldman 

Sachs (Singapore) Pte., Goldman Sachs 

International, Goldman Sachs Bank USA, Goldman 

Sachs & Co. L.L.C. and Goldman Sachs (Asia) L.L.C. 

Summary of Facts and 

Representations 4

The Applicant 

1. The Goldman Sachs Group, Inc. 

(Goldman) is a global investment 

banking, securities and investment 

management firm with approximately 

36,000 employees and offices in over 30 

countries. Goldman has a number of 

affiliated asset managers, including: The 

Goldman Sachs Trust Company, N.A.; 

Goldman Sachs Bank USA; Goldman 

Sachs & Co. LLC; Goldman Sachs Asset 

Management, L.P.; Goldman Sachs 

Asset Management International; 

Goldman Sachs Hedge Fund Strategies 

LLC; GS Investment Strategies, LLC; 

GSAM Stable Value, LLC; The Ayco 

Company, L.P.; Aptitude Investment 

Management LP; Rocaton Investment 

Advisors, LLC; United Capital Financial 

Advisers, LLC; and PFE Advisors, Inc. 

(together, the Goldman Sachs Affiliated 

QPAMs). Goldman may be related to, 

but does not own a controlling interest 

in, a number of other asset managers. 

Similarly, Goldman Sachs Malaysia may 

be related to, but does not own a 

controlling interest in, a number of 

other asset managers (the Goldman 

Sachs Related QPAMs). 

2. The Goldman affiliated asset 

managers’ clients include plans subject 

to Part IV of Title I of ERISA and plans 

subject to section 4975 of the Code, with 

respect to which the Goldman Sachs 

Affiliated QPAMs rely on PTE 84–14, or 

with respect to which the Goldman 

Sachs Affiliated QPAMs (or a Goldman 

Sachs affiliate) have expressly 

represented that the managers qualify as 

a QPAM or rely on the QPAM 

Exemption.5 These plans are hereinafter 

referred to as Covered Plans. 

Relevant ERISA Provisions and PTE 84– 

14 

3. The rules set forth in section 406 

of ERISA and section 4975(c)(1) of the 

Code proscribe certain ‘‘prohibited 

transactions’’ between plans and related 

parties with respect to those plans. 

Under ERISA, such parties are known as 

‘‘parties in interest.’’ Under section 

3(14) of ERISA, parties in interest with 

respect to a plan include, among others, 

the plan fiduciary, a sponsoring 

employer of the plan, a union whose 

members are covered by the plan, 

service providers with respect to the 

plan, and certain of their affiliates.6

4. The prohibited transaction 

provisions under section 406(a) of 

ERISA and 4975(c)(1) of the Code 

prohibit, in relevant part, sales, leases, 

loans or the provision of services 

between a party in interest and a plan 

(or an entity whose assets are deemed to 

constitute the assets of a plan), as well 

as the use of plan assets by or for the 

benefit of, or a transfer of plan assets to, 

a party in interest.7 Under the authority 

of section 408(a) of ERISA and section 

4975(c)(2) of the Code, the Department 

has the authority to grant exemptions 

from such ‘‘prohibited transactions’’ in 

accordance with the procedures set 

forth in 29 CFR part 2570, subpart B (76 

FR 66637, 66644, October 27, 2011). 

5. PTE 84–14 reflects the 

Department’s conclusion that it could 

provide broad relief from the prohibited 

transaction provisions of section 406(a) 

of ERISA and 4975(c)(1) of the Code, in 

the circumstances set forth in that 

exemption, only if the commitments 

and the investments of plan assets, and 

the negotiations leading thereto, are the 

sole responsibility of an independent, 

discretionary manager. 

6. Section I(g) of PTE 84–14 prevents 

an entity that may otherwise meet the 

definition of a QPAM from utilizing the 

exemptive relief provided by PTE 84– 

14, for itself and its client plans, if that 

entity or an ‘‘affiliate’’ 8 thereof or any 

owner, direct or indirect, of a 5 percent 

or more interest in the QPAM has, 

within 10 years immediately preceding 

the transaction, been either convicted or 

released from imprisonment, whichever 

is later, as a result of criminal activity 

described in that section. 

7. The inclusion of Section I(g) in PTE 

84–14 is, in part, based on an 

expectation that QPAMs will maintain a 

high standard of integrity. This 

expectation extends not only to the 

QPAM itself, but also to those who may 

be in a position to influence the policies 

of the QPAM. 

Goldman Sachs Malaysia FCPA 

Conviction 

8. On October 21, 2020, Goldman 

Sachs Malaysia entered a guilty plea for 

conspiracy to commit offenses against 

the United States, in violation of the 

anti-bribery provisions of the Foreign 

Corrupt Practices Act of 1977 (FCPA). 

The following day, the District Court for 

the Eastern District of New York 

accepted Goldman Sachs Malaysia’s 

guilty plea Goldman Sachs Malaysia 

FCPA Conviction. For purposes of 

Section I(g) of PTE 84–14, the date 

Goldman is sentenced is the Conviction 

Date. Therefore Goldman Sachs 

(Malaysia) Sdn. Bhd. (Goldman Sachs 

Malaysia), and the Goldman Sachs 

Affiliated and Related QPAMs will no 

longer be able to rely on the relief 

provided by PTE 84–14 as of the date of 

Goldman Sachs Malaysia’s sentencing. 

Statement of Facts That Served as the 

Basis for the Plea Agreement 

9. According to the Plea Agreement’s 

Statement of Facts,9 between 2009 and 

2014, Goldman, together with several of 

its wholly-owned subsidiaries and 

affiliated entities,10 through certain of 

its agents and employees including Tim 

Leissner and Roger Ng, knowingly and 

willfully conspired and agreed with 

others to corruptly provide payments 

and things of value to, or for the benefit 

of, certain foreign officials and their 

relatives. The purpose of these 

payments was to induce those foreign 

officials to influence the decisions of 

1Malaysia Development Berhad 

(1MDB), a strategic investment and 

development company wholly owned 

by the Government of Malaysia through 

its Ministry of Finance; International 

Petroleum Investment Company (IPIC), 

an investment fund wholly owned by 

the Government of Abu Dhabi; and 

Aabar Investments PJS (Aabar), a 

subsidiary of IPIC, to obtain and retain 

business for Goldman, including in 

positions as an advisor to 1MDB on the 

acquisitions of Malaysian energy assets, 

Federal Register / Vol. 86, No. 1 / Monday, January 4, 2021 / Notices 133 

11To the Department’s knowledge, on numerous 

occasions, the timing of Goldman’s misconduct is 

uncertain. Therefore, the dates herein regarding 

their misconduct are approximate. 

12According to the U.S. Securities and Exchange 

Commission’s Order Instituting Cease-and-Desist 

Proceedings In the Matter of the Goldman Sachs 

Group Inc. (Administrative Proceeding File No. 3– 

20132), Goldman had a general anti-corruption 

policy, including both a written Statement of 

Principles Regarding Anti-Bribery and related 

policies and procedures (collectively, the AntiBribery Policy) applicable to all employees that 

expressly prohibited improper payments to 

government officials intended to obtain or retain 

business for the company. Goldman’s Anti-Bribery 

Policy was overseen and enforced by its compliance 

function (the Compliance Group) and its Business 

Intelligence Group. 

as underwriter of the 1MDB bonds, and 

as underwriter of certain other 1MDB 

business, including the contemplated 

initial public offering of 1MDB’s 

Malaysian energy assets (the Goldman 

Sachs Malaysia FCPA Misconduct). 

10. Tim Leissner (Leissner) was 

employed by Goldman between 1998 

and 2016, and was a Participating 

Managing Director between November 

2006 and February 2016. Additionally, 

he held various senior positions in 

Goldman’s Investment Banking Division 

in Asia between 2011 and 2016, 

including Chairman of Southeast Asia, a 

region that included Malaysia, between 

July 2014 and February 2016, and he 

served on the Board of Directors for 

Goldman Malaysia. Leissner’s job 

included obtaining and executing 

business for Goldman.11

Ng Chong Hwa, also known as ‘‘Roger 

Ng’’ (Ng), was employed by various 

Goldman subsidiaries between 2005 and 

2014, including Goldman Malaysia. 

Between April 2010 and May 2014, Ng 

was a Managing Director of Goldman. 

For part of that time, Ng served as Head 

of Investment Banking and on the Board 

of Directors for Goldman Malaysia, and 

was then employed by another Goldman 

subsidiary in Malaysia. 

11. The bribes resulted in Goldman 

being engaged on, among other projects, 

three bond offerings that were related to 

1MDB’s energy acquisitions and that 

raised a total of approximately $6.5 

billion for 1MDB in 2012 and 2013. The 

bribes were also intended to help 

Goldman secure a role on an anticipated 

IPO with respect to 1MDB’s energy 

acquisitions. These three bond offerings 

and a related acquisition, along with a 

transaction involving Jho Low (Low) 

and IPIC, ultimately earned Goldman in 

excess of $600 million in fees and 

revenue across its divisions, and 

increased Goldman’s stature in 

Southeast Asia. The parties made 

payments and communications in 

furtherance of the scheme by wire. 

12. Pursuant to Goldman’s internal 

accounting controls, each 1MDB bond 

transaction required Goldman 

management’s general and specific 

authorization. Moreover, because 

Goldman initially purchased the full 

value of each bond from 1MDB using 

Goldman’s assets, the transactions had 

to be authorized and properly recorded 

in accordance with Goldman’s 

procedures. Goldman’s internal 

accounting controls included the 

Firmwide Capital Committee (FWCC), 

which Goldman’s Chief Executive 

Officer authorized to provide global 

oversight and approval of bond 

transactions, including those 

transactions in which Goldman used its 

own assets to purchase financial 

instruments, such as the 1MDB bonds. 

Goldman’s internal accounting controls 

also included approval of the bonds by 

Goldman’s Business Intelligence Group 

and Compliance Group, both of which 

were represented on the FWCC.12

13. As detailed in the Plea 

Agreement’s Statement of Facts, Low, an 

individual known to have relationships 

with high-ranking officials in Malaysia 

and Abu Dhabi, and whom Goldman 

had rejected as a client multiple times 

because of his unexplained source of 

wealth, conspired with Leissner and Ng 

to facilitate the bribery scheme. Despite 

the rejections, Leissner, Ng and others at 

Goldman continued their relationship 

with Low and used him to obtain and 

retain business for Goldman from 1MDB 

and others. Between 2012 and 2013, 

Leissner, Ng, Employee 1 and other 

Goldman employees worked with Low 

to help 1MDB raise more than $6.5 

billion through three separate bond 

offering transactions, referred to 

internally at Goldman as ‘‘Project 

Magnolia,’’ ‘‘Project Maximus’’ and 

‘‘Project Catalyze,’’ respectively. 

Employee 1 served as a Goldman 

participating managing director between 

October 2007 and November 2018 and, 

during the relevant time period, held 

various leadership positions in 

Goldman’s Asia operations. 

14. Leissner, Ng and Employee 1 used 

Low’s connections within the 

Governments of Malaysia and Abu 

Dhabi to obtain and retain this and other 

business for Goldman and, in turn, 

concealed Low’s involvement in the 

deals from certain employees and agents 

of Goldman. In total, Goldman 

conspired to provide approximately 

$1.6077 billion to, or for the benefit of, 

foreign officials and their relatives. 

Approximately $18.1 million was paid 

from accounts controlled by Leissner. 

15. Certain of Goldman’s employees 

and agents, including Leissner, Ng and 

Employee 1, circumvented Goldman’s 

internal accounting and other controls, 

and other Goldman employees and 

agents responsible for implementing 

Goldman’s internal accounting controls 

failed to do so in connection with the 

1MDB bond deals. Specifically, 

although employees serving in 

Goldman’s compliance control 

functions (i.e., the parts of Goldman 

Sachs responsible for overseeing and 

enforcing Goldman Sachs’ compliance 

with rules designed to ensure that no 

improper transactions have or will 

occur) knew that any transaction 

involving Low posed a significant risk, 

and although they were on notice that 

he was involved in the transactions, 

they did not take reasonable steps to 

prevent his involvement. Additionally, 

there were significant red flags raised 

during the due diligence process and 

afterward, including, but not limited to, 

Low’s involvement in the deals, that 

were either ignored or only nominally 

addressed so that the transactions 

would be approved and Goldman could 

continue to do business with 1MDB. 

16. In February 2012, 1MDB engaged 

Goldman as its financial advisor for its 

anticipated purchase of a Malaysian 

energy company (Malaysian Energy 

Company A) through a bond 

transaction. Low helped secure 

Goldman’s role in assisting 1MDB in its 

pursuit of Malaysian Energy Company 

A. In early 2012, Leissner, Ng, Low and 

1MDB officials met in Malaysia to 

discuss obtaining a guarantee from IPIC 

to Goldman, which would purchase all 

of the bonds initially and then sell the 

bonds to other investors. It is the 

Department’s understanding that the 

guarantee was designed to ensure that 

Goldman was protected in the event the 

bonds dropped in price between the 

time the bonds were issued and the time 

the bonds were sold to investors. 

17. In February 2012, Leissner and Ng 

traveled to London to meet with Low 

and others to discuss the proposed bond 

transaction. Leissner and Ng expended 

Goldman resources on their travel to 

London. At that meeting, Low explained 

that government officials from Abu 

Dhabi and Malaysia would have to be 

bribed to obtain the guarantee from IPIC 

and get the necessary approvals from 

Malaysia and 1MDB. Low advised that 

a high-ranking official of IPIC and a 

Malaysian official would have to be 

paid the largest bribes to approve the 

transaction, and that other lower-level 

officials would need to be bribed as 

well. Subsequently, Leissner and Ng 

each separately informed Employee 1 

about the discussion on bribing foreign 

officials. 

18. Meanwhile, although employees 

within Goldman’s control functions 

134 Federal Register / Vol. 86, No. 1 / Monday, January 4, 2021 / Notices 

suspected that Low may be involved in 

the deal, the only step taken by the 

control functions to investigate that 

suspicion was to ask members of the 

deal team whether Low was involved 

and to accept their denials without 

reasonable confirmation. For example, 

during a telephone call in March 2012, 

a high-ranking employee in the Business 

Intelligence Group (BIG), who was a 

managing director, voiced suspicions 

that Low was involved in Project 

Magnolia. During this call, Leissner 

denied that Low was involved. 

Similarly, on April 3, 2012, the day 

before a FWCC meeting to discuss 

Project Magnolia, a high-ranking 

executive in BIG, who was also an 

advisor to the FWCC, emailed other 

members of BIG that ‘‘Leissner said Jho 

Low not involved at all in deal as far as 

he [is] aware but that Low was present 

when Leissner met an IPIC in Abu 

Dhabi.’’ 

19. On April 4, 2012, Goldman 

executives in New York participated in 

an FWCC meeting by phone. During this 

meeting, Leissner was asked whether 

Low was involved in Project Magnolia 

and Leissner said that, other than 

arranging a meeting between Leissner 

and IPIC Official 1, Low was not 

involved. Goldman’s compliance 

control functions accepted the 

statements of the deal team members 

about Low’s involvement at face value, 

rather than taking additional steps that 

Goldman’s compliance control 

functions took in other deals, such as 

reviewing the electronic 

communications of members of the deal 

team to look for evidence of Low’s 

involvement. Had Goldman conducted a 

review of Leissner’s electronic 

communications at this time, it would 

have discovered multiple messages 

linking Low to, among others, the bond 

deal, 1MDB officials, Malaysian officials 

and Abu Dhabi officials, as well as the 

use of personal email addresses by 

Leissner and Ng to discuss Goldman 

business. 

20. On May 16, 2012, Goldman’s 

committees approved Project Magnolia 

and on May 21, 2012, the $1.75 billion 

bond issuance closed. Goldman 

purchased the entire bond issuance 

from 1MDB. On May 22, 2012, Goldman 

caused approximately $907,500,000 in 

proceeds from Project Magnolia to be 

wired to a 1MDB subsidiary, through a 

correspondent bank account in New 

York, New York. Goldman booked 

approximately $192,500,000 in fees for 

this bond transaction and an additional 

approximately $16,800,000 in fees for 

advising on the acquisition of Malaysian 

Energy Company A. Low and others 

subsequently caused multiple transfers 

of funds from the proceeds of Project 

Magnolia to various shell companies. 

21. Within weeks of closing Project 

Magnolia, in May 2012, 1MDB sought 

assistance from Goldman to purchase a 

second Malaysian energy company 

(Malaysian Energy Company B) and to 

issue a bond to raise funds for the 

acquisition. In August 2012, 1MDB 

agreed to purchase Malaysian Energy 

Company B for approximately $814 

million and planned to finance the 

purchase with another $1.75 billion 

bond guaranteed indirectly by IPIC. 

22. Once again, Goldman’s 

compliance control functions simply 

accepted at face value the 

representations of the deal team 

members and failed to further 

investigate Low’s suspected 

involvement in this bond deal. For 

example, on June 20, 2012, a member of 

Goldman’s control functions asked 

members of the deal team, ‘‘Is Jho Low 

involve[d] in this transaction? Please 

also keep us posted if there are any 

other politically exposed person 

involve[d] in this transaction in a nonofficial capacity.’’ A deal team member 

responded ‘‘no.’’ 

23. Additionally, on October 10, 2012, 

in response to committee questions, 

Leissner told a firmwide committee that 

neither Low nor any intermediary was 

involved in Project Maximus. Despite 

their continued concern, as evidenced 

by their repeated questions, Goldman’s 

compliance control functions did not 

engage in electronic surveillance of 

Leissner’s correspondence or activities 

to determine whether Low was involved 

in the deal. 

24. Goldman’s continued compliance 

control failures were further 

compounded when Goldman ignored 

additional red flags raised by Project 

Maximus, including that 1MDB was 

seeking to raise additional funds within 

a few months of raising $1.75 billion 

through Project Magnolia without 

having utilized the full amount from 

that deal, and was also seeking to raise 

far more than was needed to acquire 

Malaysian Energy Company B. 

Goldman’s compliance control 

functions also failed to verify how 

Project Magnolia’s proceeds were used. 

25. Project Maximus closed on 

October 19, 2012, and Goldman 

purchased the entire bond issuance 

from 1MDB. On October 19, 2012, 

Goldman caused approximately $1.64 

billion to be transferred by wire through 

correspondent accounts in the United 

States to another 1MDB subsidiary. 

Goldman booked approximately 

$110,000,000 in fees in connection with 

Project Maximus. Further, Low and 

others caused multiple transfers of 

funds from the proceeds of Project 

Maximus to a number of different shell 

companies. 

26. In November 2012, almost 

immediately after Project Maximus 

closed, Leissner and Low began working 

on another bond issuance known as 

Project Catalyze that was purportedly 

intended to fund 1MDB’s portion of a 

joint venture with Aabar. Ultimately, 

Goldman underwrote this third bond 

issuance that raised an additional $3 

billion for 1MDB with Goldman acting 

as arranger and underwriter. 

27. Goldman’s compliance control 

functions had continuing suspicions 

that Low was working on the Project 

Catalyze bond deal. Once again, 

however, the compliance control 

functions relied solely on the deal team 

members’ denials of Low’s involvement 

without any further scrutiny. On April 

24, 2013, a senior Goldman executive 

who was a member of Goldman’s 

approval committee located in New 

York, New York, emailed Leissner about 

‘‘1MDB,’’ asking: ‘‘Is there a story 

circulating about an intermediary on the 

Magnolia trades??’’ Leissner responded, 

‘‘Not that I am aware of . . . There 

definitely was no intermediary on any 

of the trades. The blogs in Malaysia 

always try to link a young Chinese 

business man [sic], Jho Low, to 1MDB. 

That is not the case other than he was 

an advisor alongside other prominent 

figures to the King of Malaysia at the 

time of the creation of 1MDB.’’ There 

was no follow-up by Goldman’s 

compliance control functions about 

Low. 

28. Goldman also failed to address 

other red flags that were raised by the 

proposed $3 billion transaction, 

including, 1MDB raising large sums of 

money with no identified use of 

proceeds within months of Project 

Magnolia and Project Maximus, and 

Goldman’s failure to verify use of past 

bond proceeds. 

29. Goldman’s committees 

nevertheless approved Project Catalyze 

on March 13, 2013, and the proceeds 

from Project Catalyze were issued on 

March 19, 2013. Goldman purchased the 

entire bond issuance from 1MDB and 

booked approximately $279,000,000 in 

fees on Project Catalyze. 

30. Low and Leissner continued to 

pay bribes to government officials from 

the bond proceeds. On March 19, 2013, 

Goldman transferred via wire from and 

through the United States 

approximately $2.7 billion from Project 

Catalyze to an account for another 

1MDB subsidiary (1MDB Subsidiary 3) 

at Foreign Financial Institution A. 

Subsequently, Low caused 

approximately $1,440,188,045 to be 

Federal Register / Vol. 86, No. 1 / Monday, January 4, 2021 / Notices 135 

13The Department notes that this proposed 

exemption requires each Goldman Sachs Affiliated 

QPAM to immediately develop, maintain, 

implement, and follow written policies and 

procedures (the Policies). The Policies must require, 

and must be reasonably designed to ensure, that, 

among other things: The asset management 

decisions of the Goldman Sachs Affiliated QPAM 

are conducted independently of Goldman’s 

corporate management and business activities, and 

the corporate management and business activities of 

Goldman Sachs Malaysia. 

transferred through a series of passthrough accounts to accounts 

beneficially owned or controlled by Low 

and Individual 1. Low then directed 

multiple transfers to various 

government officials. 

31. After the bond deals were 

completed, in and between March 2013 

and February 2016, additional red flags 

were raised in the press and on internal 

phone calls among Goldman’s 

employees and executives about Low’s 

involvement in the deals and the 

possible payment of bribes in 

connection with the deals. Goldman 

failed to investigate these red flags or to 

perform an internal review of its role in 

the bond deals despite the clear 

implication that the deals had involved 

criminal wrongdoing. Further, high 

ranking employees of Goldman failed to 

escalate concerns about bribery and 

other criminal conduct related to the 

bond deals pursuant to Goldman’s 

escalation policy, which required any 

Goldman employee who became aware 

of any conduct that could raise, among 

other things, ‘‘a legal, compliance, 

reputational, ethical, accounting, [or] 

internal accounting control’’ issue, to 

report such conduct immediately to a 

supervisor and to Goldman’s 

compliance control functions. 

32. In May 2013, a Goldman 

participating managing director 

(Employee 3) who had been involved in 

the 1MDB deals, discussed the deals in 

a series of phone calls with Goldman 

senior executives that were recorded on 

Goldman phone lines. For example, on 

May 8, 2013, Employee 3 called a senior 

Goldman executive about, among other 

things, Project Catalyze. Employee 3 

stated, ‘‘the main reason for the delay 

for [IPIC] not having funded their three 

billion into the JV with 1MDB is [Abu 

Dhabi Official 1] is trying to get 

something on the side in his pocket.’’ 

He continued later, ‘‘I think it’s quite 

disturbing to have come across this 

piece of information . . . .’’ The senior 

Goldman executive replied, ‘‘What’s 

disturbing about that? It’s nothing new, 

is it?’’ In response, Employee 3 agreed 

that the situation was nothing new. 

Employee 3 had at least one 

substantially similar phone 

conversation with at least one other 

senior Goldman executive. 

33. Subsequently, in May 2015 and 

again in October 2015, amid negative 

media reporting linking Low with the 

1MDB bond deals and Malaysian 

Official 1, Goldman executives and 

employees discussed Low’s 

involvement in the 1MDB deals. For 

example, on a recorded call on October 

13, 2015, Employee 3 told the senior 

Goldman executive that a senior IPIC 

officer had informed his subordinate 

that ‘‘there are a number of key people 

who are involved in, let’s call it the 

situation. [Abu Dhabi Official 1] is one. 

Jho Low for sure. He thinks Jho Low is 

the leader of the pack. And he has a 

very strong view that [Leissner] is 

involved.’’ The compliance control 

functions never took steps to address 

these red flags. 

34. There were also subsequent emails 

and recorded phone calls between 

Employee 3 and senior Goldman 

executives in the compliance control 

functions about the disparity between 

how due diligence and risk issues were 

handled on various deals. In particular, 

they discussed the unusual latitude 

granted to certain employees, such as 

Leissner and Employee 1. 

35. For example, in January 2016, on 

a recorded call between Employee 2, 

who had been involved in BIG’s review 

of each of the relevant transactions, and 

Employee 3, they discussed, among 

other things, Leissner’s conduct, 

including Leissner’s false statements 

that Low was not involved in the 1MDB 

deals. Employee 2 then noted that there 

were several similarly ‘‘problematic’’ 

people from a compliance perspective at 

Goldman, and Employee 3 agreed, 

immediately mentioning Employee 1 as 

an example of a ‘‘problematic’’ person. 

Employee 3 also noted the ‘‘double 

standard’’ between the minor 

repercussions meted out to favored 

employees like Leissner and Employee 

1 when they got caught trying to 

circumvent the compliance control 

functions, and the more serious 

repercussions to other, less favored 

employees who engaged in similar 

behavior. Employee 2 agreed, stating, 

‘‘Yes, double standard, and it looks 

stupid.’’ In the course of the call, 

Employee 2 also noted that Leissner’s 

email communications had been 

searched as part of an internal 

investigation into a separate incident 

involving the use of an intermediary 

that occurred subsequent to the 1MDB 

deals, which Employee 2 stated ‘‘seems 

to me should have been done ages ago.’’ 

Employee 3 similarly discussed on a 

recorded call in February 2016 with a 

high-ranking employee in compliance, 

who was a managing director, how 

repercussions for compliance control 

function violations varied radically 

between deals. 

Exemption Request 

36. On October 15, 2020, the 

Applicant filed an exemption request 

for Goldman Sachs Affiliated QPAMs 

and Goldman Sachs Related QPAMs to 

continue to rely on PTE 84–14, 

notwithstanding the Goldman Sachs 

Malaysia FCPA Conviction they 

expected would be entered against 

Goldman Sachs Malaysia. As noted 

above, Section I(g) of PTE 84–14 

prevents an entity that may otherwise 

meet the definition of a QPAM from 

utilizing the exemptive relief provided 

by PTE 84–14, if that entity or an 

‘‘affiliate’’ thereof or any owner, direct 

or indirect, of a 5 percent or more 

interest in the QPAM has, within 10 

years immediately preceding the 

transaction, been convicted as a result of 

criminal activity described in that 

section. Since the Goldman Sachs 

Affiliated QPAMs are affiliated with 

Goldman Sachs Malaysia as defined in 

PTE 84–14, the Goldman Sachs 

Affiliated QPAMs will no longer be able 

to rely on the relief provided by PTE 

84–14 following the Conviction Date. 

Further, since Goldman Sachs Malaysia 

may own five or more percent of an 

asset manager that is not otherwise 

affiliated with Goldman Sachs Malaysia 

(i.e., a Goldman Sachs Related QPAM), 

the Goldman Sachs Related QPAMs will 

no longer be able to rely on the relief 

provided by PTE 84–14 following the 

Conviction Date.13

The Applicant represents that the 

exemption will enable the Covered 

Plans to continue their current 

investment strategy with their current 

investment manager or trustee. 

According to the Applicant, if the 

Department denies the requested 

exemption, Covered Plans could decide 

to find other managers, at significant 

costs to them. The Applicant states that 

many of the assets of the Covered Plan 

accounts could be difficult to transition, 

and the interruption of certain 

investment strategies, such as stable 

value, could create significant 

disruption and liquidation costs for 

Covered Plans with assets invested in 

those strategies. 

37. The Applicant represents that 

disqualification from PTE 84–14 would 

deprive Covered Plans of the investment 

management services (some of which 

are highly specialized) that these plans 

expected to receive when they 

appointed the Goldman Sachs Affiliated 

or Related Asset Manager, and could 

result in the termination of relationships 

that the fiduciaries of the plans have 

136 Federal Register / Vol. 86, No. 1 / Monday, January 4, 2021 / Notices 

14See PTE 2017–03, 82 FR 61816 (December 29, 

2017); PTE 2017–04, 82 FR 61840 (December 29, 

2017); PTE 2017–05, 82 FR 61864 (December 29, 

2017); PTE 2017–06, 82 FR 61881 (December 29, 

2017); PTE 2017. 

15For example, ‘‘(b)ecause GS Malaysia does not 

exercise (and would not exercise) any control over 

the GS Related QPAMs,’’ the Applicant requested 

that the Goldman Sachs Related QPAMs receive a 

ten-year exemption, subject only to the conditions 

that they did not know of or participate in the 

Goldman Sachs Malaysia FCPA Conduct, and did 

not receive compensation as a result of that 

conduct. Granting this request would permit the 

Goldman Sachs Related QPAMs to be subject to 

fewer conditions than those set forth in the 

Department’s prior exemptions involving Section 

I(g) criminal convictions for entities related by 

direct or indirect 5% ownership, including that: 

Any failure of the Goldman Sachs Related QPAMs 

to satisfy Section I(g) of PTE 84–14 arose solely 

from the Goldman Sachs Malaysia FCPA 

Conviction; and the Goldman Sachs Related 

QPAMs did not exercise authority over the assets 

of any ERISA-covered plan or IRA in a manner that 

it knew or should have known would further the 

criminal conduct that is the subject of the Goldman 

Sachs Malaysia FCPA Conviction, or cause the 

relevant Related QPAM or its affiliates to directly 

or indirectly profit from the criminal conduct that 

is the subject of the Goldman Sachs Malaysia FCPA 

Conviction. The Department notes that the 

conditions above are consistent with the 

Department’s prior QPAM Section I(g) exemptions, 

the Applicant’s representations, and the 

Department’s understanding of the facts that gave 

rise to the Goldman Sachs Malaysia FCPA 

Conviction. Accordingly, the proposed exemption 

includes these additional conditions with respect to 

Goldman Sachs Related QPAMs. 

16For the purposes of this proposed exemption, 

‘‘participate in’’ refers not only to active 

participation in the Goldman Sachs Malaysia FCPA 

Misconduct, but also to knowing approval of, or 

knowledge of the conduct without taking active 

steps to prevent the Goldman Sachs Malaysia FCPA 

Misconduct. 

determined to be in the best interests of 

the plans. 

38. The Applicant represents that, 

with respect to many Covered Plan 

transactions, virtually every 

counterparty to a Covered Plan may be 

a service provider to that Covered Plan. 

Transactions between the Covered Plan 

and the party-in-interest service 

provider would be prohibited under one 

or more provisions of Section 406 of 

ERISA, absent an exemption. The 

Applicant states that, because 

counterparties are comfortable with the 

QPAM Exemption, it is generally the 

most commonly used prohibited 

transaction exemption. The Applicant 

represents further that, with respect to 

a potential transaction between a 

Covered Plan and a counterparty, the 

counterparty may provide less 

advantageous pricing with respect to the 

transaction, or may not bid at all, if the 

Covered Plan’s investment manager is 

not a QPAM, and various strategies in 

which Covered Plans are managed may 

depend significantly on the QPAM 

Exemption. 

39. The Applicant represents that it 

would be disruptive and expensive to 

cause plan fiduciaries to reconsider 

their arrangements with their chosen 

investment manager because of 

uncertainties relating to the QPAM 

Exemption. This uncertainty, according 

to the Applicant, could disrupt certain 

investment strategies and could result in 

significant redemptions from pooled 

funds, which would frustrate efforts to 

effectively manage the pooled funds’ 

assets, harm remaining plan investors, 

and increase the expense ratios of the 

investment funds. 

Applicant’s Request for an Exemption 

With a Ten-Year Duration 

40. In its exemption request, the 

Applicant seeks a ten-year exemption 

term. The Department has determined 

that, given the magnitude, gravity, 

duration and pervasiveness of the 

Goldman Sachs Malaysia FCPA 

Misconduct, along with numerous 

Goldman compliance control failures 

associated with the Goldman Sachs 

Malaysia FCPA Misconduct, limiting 

relief to five years would be in the 

interest of, and provide more adequate 

protection for, the Covered Plans. If the 

Applicant seeks additional exemptive 

relief, it can submit a new exemption 

request before the end of this 

exemption’s five year term, if granted. 

At that time, the Department will review 

the application, the audit reports 

required by this exemption, and other 

information it deems necessary to 

determine whether additional relief is 

warranted. 

Other Changes Sought by the Applicant 

41. The Department’s most recent 

QPAM Section I(g) individual 

exemptions contain conditions that are 

substantially similar to the conditions 

set forth in this proposed exemption.14

These conditions were carefully 

designed, after consideration of 

comments from the public, including 

the applicants to those exemptions, to 

protect Covered Plans. As part of its 

exemption request, the Applicant 

requested numerous changes to those 

conditions. Except as described below, 

the Department declines to make the 

Applicant’s requested changes. The 

Applicant did not demonstrate that the 

requested revisions would be in the 

interest of, or sufficiently protective of, 

Covered Plans. The Department believes 

that the proposed revisions would 

generally weaken important Covered 

Plan protections.15

Conditions 

42. In developing administrative 

exemptions under Section 408(a) of 

ERISA, the Department implements its 

statutory directive to grant only 

exemptions that are appropriately 

protective of, and in the interest of, 

affected plans and IRAs. The 

Department is proposing this exemption 

with a number of protective conditions 

that would protect Covered Plans (and 

their participants and beneficiaries) and 

allow them to continue to utilize the 

services of the Goldman Sachs Affiliated 

and Related QPAMs. If this proposed 

exemption is granted as proposed, it 

would allow these Covered Plans to 

avoid the costs and expenses that may 

arise if such plans and IRAs are forced 

on short notice to hire a different QPAM 

because the Goldman asset managers are 

no longer able to rely on the relief 

provided by PTE 84–14, due to the 

Goldman Sachs Malaysia FCPA 

Conviction. 

43. It is a material condition of this 

exemption that, with the exception of 

one individual who worked in a nonfiduciary business within a Goldman 

Sachs Affiliated QPAM, and who had 

no responsibility for, and exercised no 

authority in connection with, the 

management of plan assets, the 

Goldman Sachs Affiliated QPAMs and 

Goldman Sachs Related QPAMs: (a) Did 

not know of, did not have reason to 

know of, and the Goldman Sachs 

Malaysia FCPA Misconduct; and (b) did 

not receive direct compensation, or 

knowingly receive indirect 

compensation, in connection with the 

Goldman Sachs Malaysia FCPA 

Misconduct.16

44. The protective conditions in this 

proposed exemption include a 

requirement that the fiduciary and asset 

management functions of the Goldman 

Sachs Affiliated QPAMs must, at all 

times, remain isolated from the 

Goldman Sachs Malaysia FCPA 

Misconduct that underlies the Goldman 

Sachs Malaysia FCPA Conviction. 

Further, under the proposed 

exemption’s conditions, Goldman Sachs 

Affiliated QPAMs may not employ or 

knowingly engage any of the individuals 

who participated in the Goldman Sachs 

Malaysia FCPA Misconduct. 

45. This proposed exemption requires 

that no Goldman Sachs Affiliated 

QPAM may use its authority or 

influence to direct an ‘‘investment 

fund’’ (as defined in Section VI(b) of 

PTE 84–14) that is subject to ERISA or 

the Code to enter into any transaction 

with Goldman Sachs Malaysia, or to 

engage Goldman Sachs Malaysia to 

provide any service to such investment 

fund, regardless of whether such 

transaction or service may otherwise be 

within the scope of relief provided by 

an administrative or statutory 

exemption. Other than with respect to 

Federal Register / Vol. 86, No. 1 / Monday, January 4, 2021 / Notices 137 

employee benefit plans maintained or 

sponsored for its own employees or the 

employees of an affiliate, Goldman 

Sachs Malaysia will not act as a 

fiduciary within the meaning of section 

3(21)(A)(i) or (iii) of ERISA, or section 

4975(e)(3)(A) and (C) of the Code, with 

respect to ERISA-covered plan and IRA 

assets. 

46. Each Goldman Sachs Affiliated 

QPAM must develop, implement and 

maintain written policies and 

procedures (the Policies) that are 

reasonably designed to ensure: (a) That 

the asset management decisions of the 

Goldman Sachs Affiliated QPAMs are 

conducted independently of Goldman 

and Goldman Sachs Malaysia’s 

corporate management and business 

activities; (b) that the Goldman Sachs 

Affiliated QPAMs fully comply with 

ERISA’s fiduciary duties, and with 

ERISA’s and the Code’s prohibited 

transaction provisions; (c) that the 

Goldman Sachs Affiliated QPAMs do 

not knowingly participate in any other 

person’s violation of ERISA or the Code 

with respect to Covered Plans; (d) that 

any filings or statements made by the 

Goldman Sachs Affiliated QPAMs to 

regulators on behalf of, or in relation to, 

Covered Plans are materially accurate 

and complete; (e) that the Goldman 

Sachs Affiliated QPAMs do not make 

material misrepresentations or omit 

material information in their 

communications with such regulators, 

or in their communications with 

Covered Plans; and (f) that the Goldman 

Sachs Affiliated QPAMs comply with 

the terms of the exemption. 

47. This proposed exemption requires 

each Goldman Sachs Affiliated QPAM 

to develop, implement and maintain a 

program of training (the Training), to be 

conducted at least annually, for all 

relevant asset/portfolio management, 

trading, legal, compliance, and internal 

audit personnel. This required Training 

must, at a minimum, cover the Policies, 

ERISA and Code compliance, ethical 

conduct, the consequences for not 

complying with the conditions 

described in this proposal, and the 

requirement for prompt reporting of 

wrongdoing. 

48. This proposed exemption requires 

that each Goldman Sachs Affiliated 

QPAM submit to three audits, 

conducted by an independent auditor, 

to evaluate the adequacy of and 

compliance with, the Policies and 

Training required by the exemption, as 

described below. The independent 

auditor must be prudently selected and 

have appropriate technical training and 

proficiency with ERISA and the Code to 

perform the tasks required by the 

exemption. The Goldman Sachs 

Affiliated QPAMs must grant the 

auditor unconditional access to their 

business, and the auditor’s engagement 

must specifically require the auditor to 

test each Goldman Sachs Affiliated 

QPAM’s operational compliance with 

the Policies and Training. 

49. The independent auditor must 

issue a written audit report (the Audit 

Report) to Goldman and the Goldman 

Sachs Affiliated QPAM to which the 

audit applies, that describes the 

procedures performed by the auditor in 

connection with its examination. 

Further, the Goldman Sachs Affiliated 

QPAMs must promptly address any 

identified noncompliance, and must 

promptly address or prepare a written 

plan of action to address any 

determination as to the adequacy of the 

Policies and Training and the auditor’s 

recommendations, if any, with respect 

to strengthening the Policies and 

Training of the respective Goldman 

Sachs Affiliated QPAM. 

50. This proposed exemption further 

requires that the General Counsel, or 

one of the three most senior executive 

officers of the Goldman Sachs Affiliated 

QPAM to which the Audit Report 

applies, certify in writing, under penalty 

of perjury, that the officer has reviewed 

the Audit Report and the exemption, if 

granted, and that the Goldman Sachs 

Affiliated QPAM has addressed, 

corrected, and remedied (or has an 

appropriate written plan to address) any 

identified instance of noncompliance or 

inadequacy regarding the Policies and 

Training identified in the Audit Report. 

51. With respect to any arrangement, 

agreement, or contract between a 

Goldman Sachs Affiliated QPAM and a 

Covered Plan, this proposal requires the 

Goldman Sachs Affiliated QPAMs to 

agree and warrant: (a) To comply with 

ERISA and the Code, including the 

standards of prudence and loyalty set 

forth in section 404 of ERISA; (b) to 

refrain from engaging in prohibited 

transactions that are not otherwise 

exempt; (c) to indemnify and hold 

harmless the Covered Plan for any 

actual losses resulting directly from, 

among other things, the Goldman Sachs 

Affiliated QPAM’s violation of ERISA’s 

fiduciary duties; (d) with narrow 

exceptions, not to restrict the ability of 

such Covered Plan to terminate or 

withdraw from its arrangement with the 

Goldman Sachs Affiliated QPAM with 

respect to any investment in a 

separately managed account or pooled 

fund subject to ERISA and managed by 

such QPAM; (e) with narrow 

exceptions, not to impose any fees, 

penalties, or charges for such 

termination or withdrawal; and (f) not to 

include exculpatory provisions 

disclaiming or otherwise limiting the 

liability of the Goldman Sachs Affiliated 

QPAM for a violation of such 

agreement’s terms. 

52. Each Goldman Sachs Affiliated 

QPAM must provide a notice of its 

obligations under this exemption to 

each Covered Plan. Each Goldman 

Sachs Affiliated QPAM also must 

provide to each sponsor and beneficial 

owner of a Covered Plan a Federal 

Register copy of the notice of the 

exemption, a separate summary 

describing the facts that led to the 

Goldman Sachs Malaysia FCPA 

Conviction (the Summary), and a 

prominently displayed statement (the 

Statement) that the Goldman Sachs 

Malaysia FCPA Conviction results in a 

failure to meet a condition in PTE 84– 

14. 

53. This proposed exemption requires 

Goldman to designate a senior 

compliance officer (the Compliance 

Officer) who will be responsible for 

compliance with the Policies and 

Training requirements described in this 

exemption. The Compliance Officer 

must conduct five reviews, one for each 

of the five consecutive twelve month 

periods that comprise the Exemption 

Period (the Exemption Review), to 

determine the adequacy and 

effectiveness of the implementation of 

the Policies and Training, and issue a 

written report (the Exemption Report) 

on the findings. 

54. This proposal requires Goldman to 

impose internal procedures, controls, 

and protocols on Goldman Sachs 

Malaysia to reduce the likelihood of any 

recurrence of conduct that is the subject 

of the Goldman Sachs Malaysia FCPA 

Conviction. 

Statutory Findings 

55. Section 408(a) of ERISA provides, 

in part, that the Department may not 

grant an exemption unless the 

Department finds that the exemption is 

administratively feasible, in the interest 

of affected plans and of their 

participants and beneficiaries, and 

protective of the rights of such 

participants and beneficiaries. These 

criteria are discussed below. 

56. ‘‘Administratively Feasible.’’ The 

Department has tentatively determined 

that the proposal is administratively 

feasible since, among other things, a 

qualified independent auditor will be 

required to perform an in-depth audit 

covering, among other things, each 

Goldman Sachs Affiliated QPAM’s 

compliance with the terms of the 

exemption, and a corresponding written 

audit report will be provided to the 

Department and available to the public. 

The independent audit will provide an 

138 Federal Register / Vol. 86, No. 1 / Monday, January 4, 2021 / Notices 

17The Department specifically requests 

comments on the scope and magnitude of any 

impacts, including any increased costs, that 

Covered Plans and IRAs would sustain if the 

Department were to deny the exemption. 

incentive for compliance, while 

reducing the immediate need for review 

and oversight by the Department. 

57. ‘‘In the interest of.’’ The 

Department has tentatively determined 

that the proposed exemption is in the 

interests of the participants and 

beneficiaries of affected Covered Plans. 

It is the Department’s understanding, 

based on representations from the 

Applicant, that if the requested 

exemption is denied, Covered Plans 

could decide to find other managers, at 

significant costs to them. According to 

the Applicant, disqualification from 

PTE 84–14 would deprive the Covered 

Plans of the investment management 

services that these plans expected to 

receive when they appointed these 

managers, and could result in the 

termination of relationships that the 

fiduciaries of the Covered Plans have 

determined to be in the best interests of 

those plans.17

58. ‘‘Protective of.’’ The Department 

has tentatively determined that the 

proposed exemption is protective of the 

interests of the participants and 

beneficiaries of affected Covered Plans. 

As described above, the proposed 

exemption is subject to a suite of 

conditions including but not limited to: 

(a) The development and maintenance 

of the Policies; (b) the implementation 

of the Training; (c) a robust series of 

audits conducted by a qualified 

independent auditor; (d) the provision 

of certain agreements and warranties on 

the part of the Goldman Sachs Affiliated 

QPAMs; (e) specific notices and 

disclosures concerning the 

circumstances necessitating the need for 

exemptive relief, and the Goldman 

Sachs Affiliated QPAMS’ obligations 

under this proposed exemption; and (f) 

the designation of a Compliance Officer 

with responsibility to ensure 

compliance with the Policies and 

Training requirements under this 

proposed exemption, and the 

Compliance Officer’s completion of an 

annual Exemption Review and 

corresponding Exemption Report. 

Further, no person, including any 

person referenced in the Department of 

Justice’s Statement of Facts that gave 

rise to the Plea Agreement, who knew 

of, or should have known of, or 

participated in, any misconduct 

described in the Statement of Facts, by 

any party, may be involved with various 

responsibilities required of Goldman by 

the exemption, unless the person took 

active documented steps to stop the 

misconduct. 

59. Department’s Notes: This 

proposed five-year exemption provides 

relief from certain of the restrictions set 

forth in sections 406 and 407 of ERISA. 

No relief or waiver of a violation of any 

other law is provided by the exemption. 

The relief in this proposed five-year 

exemption would terminate 

immediately if, among other things, an 

entity within the Goldman Sachs 

Malaysia corporate structure is 

convicted of any crime covered by 

Section I(g) of PTE 84–14 (other than the 

Goldman Sachs Malaysia FCPA 

Conviction during the effective period 

of the proposed five-year exemption). 

While such an entity could apply for a 

new exemption in that circumstance, 

the Department is not obligated to grant 

a requested exemption. 

60. When interpreting and 

implementing this exemption, the 

Applicant and the Goldman Sachs 

Affiliated QPAMs should resolve any 

ambiguities in light of the exemption’s 

protective purposes. To the extent 

additional clarification is necessary, 

these persons or entities should contact 

EBSA’s Office of Exemption 

Determinations, at 202–693–8540. 

Notice to Interested Persons 

Notice of the proposed exemption 

will be provided to all interested 

persons within seven (7) days of the 

publication of the notice of proposed 

five-year exemption in the Federal 

Register. The notice will be provided to 

all interested persons in the manner 

approved by the Department and will 

contain the documents described 

therein and a supplemental statement, 

as required pursuant to 29 CFR 

2570.43(a)(2). The supplemental 

statement will inform interested persons 

of their right to comment on and to 

request a hearing with respect to the 

pending exemption. All written 

comments and/or requests for a hearing 

must be received by the Department 

within thirty seven (37) days of the date 

of publication of this proposed five-year 

exemption in the Federal Register. All 

comments will be made available to the 

public. 

Warning: If you submit a comment, 

EBSA recommends that you include 

your name and other contact 

information in the body of your 

comment, but DO NOT submit 

information that you consider to be 

confidential, or otherwise protected 

(such as Social Security number or an 

unlisted phone number) or confidential 

business information that you do not 

want publicly disclosed. All comments 

may be posted on the internet and can 

be retrieved by most internet search 

engines. 

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 of the Act and/or the Code, 

including any prohibited transaction 

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) Before an exemption may be 

granted under section 408(a) of the Act 

and/or section 4975(c)(2) of the Code, 

the Department must find that the 

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 proposed exemption, if 

granted, will be supplemental to, and 

not in derogation of, any other 

provisions of the Act and/or the Code, 

including statutory or administrative 

exemptions and transitional rules. 

Furthermore, the fact that a transaction 

is subject to an administrative or 

statutory exemption is not dispositive of 

whether the transaction is in fact a 

prohibited transaction; and 

(4) The proposed exemption, if 

granted, will be subject to the express 

condition that the material facts and 

representations contained in each 

application are true and complete, and 

that each application accurately 

describes all material terms of the 

transaction which is the subject of the 

exemption. 

Proposed Exemption 

The Department is considering 

granting a five-year exemption under 

the authority of section 408(a) of the Act 

(or ERISA) and section 4975(c)(2) of the 

Internal Revenue Code (or Code), and in 

accordance with the procedures set 

forth in 29 CFR part 2570, subpart B (76 

Federal Register / Vol. 86, No. 1 / Monday, January 4, 2021 / Notices 139 

18For purposes of this proposed five-year 

exemption, references to section 406 of Title I of the 

Act, unless otherwise specified, should be read to 

refer as well to the corresponding provisions of 

section 4975 of the Code. 

19 49 FR 9494 (March 13, 1984), as corrected at 

50 FR 41430, (October 10, 1985), as amended at 70 

FR 49305 (August 23, 2005), and as amended at 75 

FR 38837 (July 6, 2010). 

FR 66637, 66644, October 27, 2011).18

Effective December 31, 1978, section 

102 of Reorganization Plan No. 4 of 

1978, 5 U.S.C. App. 1 (1996), transferred 

the authority of the Secretary of the 

Treasury to issue exemptions of the type 

requested to the Secretary of Labor. 

Therefore, this notice of proposed 

exemption is issued solely by the 

Department. 

Section I. Covered Transactions 

If this proposed exemption is granted, 

the Goldman Sachs Affiliated QPAMs 

and the Goldman Sachs Related QPAMs 

(as defined in Section II(d) and (e)) will 

not be precluded from relying on the 

exemptive relief provided by Prohibited 

Transaction Class Exemption 84–14 

(PTE 84–14 or the QPAM Exemption) 19

during the Exemption Period, 

notwithstanding the Goldman Sachs 

Malaysia FCPA Conviction, as defined 

in Section II(a), provided that the 

following conditions are satisfied: 

(a) Other than Tim Leissner, who 

worked for a non-fiduciary business 

within a Goldman Sachs Affiliated 

QPAM, and who had no responsibility 

for, and exercised no authority in 

connection with, the management of 

plan assets, the Goldman Sachs 

Affiliated QPAMs and Goldman Sachs 

Related QPAMs (including their 

officers, directors, agents (other than 

Goldman Sachs Malaysia), and the 

employees of the Goldman Sachs 

Affiliated QPAMs and Goldman Sachs 

Related QPAMs) did not know of, did 

not have reason to know of, or did not 

participate in the criminal conduct of 

Goldman Sachs Malaysia that is the 

subject of the Goldman Sachs Malaysia 

FCPA Conviction. Further, any other 

party engaged on behalf of the Goldman 

Sachs Affiliated QPAMs and Goldman 

Sachs Related QPAMs who had 

responsibility for, or exercised authority 

in connection with the management of 

plan assets did not know of, did not 

have reason to know of, or participate in 

the criminal conduct of Goldman Sachs 

Malaysia that is the subject of the 

Goldman Sachs Malaysia FCPA 

Conviction. For purposes of this 

proposed exemption, ‘‘participate in’’ 

refers not only to active participation in 

the criminal conduct that is the subject 

of the Goldman Sachs Malaysia FCPA 

Conviction, but also to knowing 

approval of the criminal conduct, or 

knowledge of such conduct without 

taking active steps to prohibit such 

conduct, including reporting the 

conduct to such individual’s 

supervisors, and to the Board of 

Directors; 

(b) Other than Tim Leissner, who 

worked for a non-fiduciary business 

within a Goldman Sachs Affiliated 

QPAM, and who had no responsibility 

for, and exercised no authority in 

connection with, the management of 

plan assets, the Goldman Sachs 

Affiliated QPAMs and the Goldman 

Sachs Related QPAMs (including their 

officers, directors, agents (other than 

Goldman Sachs Malaysia), and 

employees of such Goldman Sachs 

Affiliated QPAMs) did not receive direct 

compensation, or knowingly receive 

indirect compensation, in connection 

with the criminal conduct of Goldman 

Sachs Malaysia that is the subject of the 

Goldman Sachs Malaysia FCPA 

Conviction. Further, any other party 

engaged on behalf of the Goldman Sachs 

Affiliated QPAMs and the Goldman 

Sachs Related QPAMs who had 

responsibility for, or exercised authority 

in connection with the management of 

plan assets did not receive direct 

compensation, or knowingly receive 

indirect compensation, in connection 

with the criminal conduct of Goldman 

Sachs Malaysia that is the subject of the 

Goldman Sachs Malaysia FCPA 

Conviction; 

(c) The Goldman Sachs Affiliated 

QPAMs do not currently and will not in 

the future employ or knowingly engage 

any of the individuals who participated 

in the criminal conduct of Goldman 

Sachs Malaysia that is the subject of the 

Goldman Sachs Malaysia FCPA 

Conviction; 

(d) At all times during the Exemption 

Period, no Goldman Sachs Affiliated 

QPAM will use its authority or 

influence to direct an ‘‘investment 

fund’’ (as defined in Section VI(b) of 

PTE 84–14) that is subject to ERISA or 

the Code and managed by such 

Goldman Sachs Affiliated QPAM with 

respect to one or more Covered Plans (as 

defined in Section II(b)) to enter into 

any transaction with Goldman Sachs 

Malaysia or to engage Goldman Sachs 

Malaysia to provide any service to such 

investment fund, for a direct or indirect 

fee borne by such investment fund, 

regardless of whether such transaction 

or service may otherwise be within the 

scope of relief provided by an 

administrative or statutory exemption; 

(e) Any failure of a Goldman Sachs 

Affiliated QPAM or a Goldman Sachs 

Related QPAM to satisfy Section I(g) of 

PTE 84–14 arose solely from the 

Goldman Sachs Malaysia FCPA 

Conviction; 

(f) A Goldman Sachs Affiliated QPAM 

or a Goldman Sachs Related QPAM did 

not exercise authority over the assets of 

any plan subject to Part 4 of Title I of 

ERISA (an ERISA-covered plan) or 

section 4975 of the Code (an IRA) in a 

manner that it knew or should have 

known would further the criminal 

conduct that is the subject of the 

Goldman Sachs Malaysia FCPA 

Conviction; or cause the Goldman Sachs 

Affiliated QPAM, Related QPAM or its 

affiliates to directly or indirectly profit 

from the criminal conduct that is the 

subject of the Goldman Sachs Malaysia 

FCPA Conviction; 

(g) Other than with respect to 

employee benefit plans maintained or 

sponsored for its own employees or the 

employees of an affiliate, Goldman 

Sachs Malaysia will not act as a 

fiduciary within the meaning of section 

3(21)(A)(i) or (iii) of ERISA, or section 

4975(e)(3)(A) and (C) of the Code, with 

respect to ERISA-covered plan and IRA 

assets; provided, however, that 

Goldman Sachs Malaysia will not be 

treated as violating the conditions of 

this exemption, if granted, solely 

because they acted as an investment 

advice fiduciary within the meaning of 

section 3(21)(A)(ii) of ERISA or section 

4975(e)(3)(B) of the Code; 

(h)(1) Within four months of the 

effective date of this five-year 

exemption, each Goldman Sachs 

Affiliated QPAM must immediately 

develop, maintain, implement, and 

follow written policies and procedures 

(the Policies). The Policies must require, 

and must be reasonably designed to 

ensure that: 

(i) The asset management decisions of 

the Goldman Sachs Affiliated QPAM are 

conducted independently of Goldman’s 

corporate management and business 

activities, and the corporate 

management and business activities of 

Goldman Sachs Malaysia. This 

condition does not preclude a Goldman 

Sachs Affiliated QPAM from receiving 

publicly available research and other 

widely available information from 

Goldman Sachs Malaysia; 

(ii) The Goldman Sachs Affiliated 

QPAM fully complies with ERISA’s 

fiduciary duties, and with ERISA and 

the Code’s prohibited transaction 

provisions, in each case as applicable 

with respect to each Covered Plan, and 

does not knowingly participate in any 

violation of these duties and provisions 

with respect to Covered Plans; 

(iii) The Goldman Sachs Affiliated 

QPAM does not knowingly participate 

in any other person’s violation of ERISA 

140 Federal Register / Vol. 86, No. 1 / Monday, January 4, 2021 / Notices 

or the Code with respect to Covered 

Plans; 

(iv) Any filings or statements made by 

the Goldman Sachs Affiliated QPAM to 

regulators, including, but not limited to, 

the Department, the Department of the 

Treasury, the Department of Justice, and 

the Pension Benefit Guaranty 

Corporation, on behalf of or in relation 

to Covered Plans, are materially 

accurate and complete, to the best of 

such QPAM’s knowledge at that time; 

(v) To the best of its knowledge at that 

time, the Goldman Sachs Affiliated 

QPAM does not make material 

misrepresentations or omit material 

information in its communications with 

such regulators with respect to Covered 

Plans, or make material 

misrepresentations or omit material 

information in its communications with 

Covered Plans; and 

(vi) The Goldman Sachs Affiliated 

QPAM complies with the terms of this 

five-year exemption; 

(2) Any violation of, or failure to 

comply with an item in subparagraphs 

(h)(1)(ii) through (vi), is corrected as 

soon as reasonably possible upon 

discovery, or as soon after the QPAM 

reasonably should have known of the 

noncompliance (whichever is earlier), 

and any such violation or compliance 

failure not so corrected is reported, 

upon the discovery of such failure to so 

correct, in writing. This report must be 

made to the head of compliance and the 

general counsel (or their functional 

equivalent) of the relevant Goldman 

Sachs Affiliated QPAM that engaged in 

the violation or failure, and the 

independent auditor responsible for 

reviewing compliance with the Policies. 

A Goldman Sachs Affiliated QPAM will 

not be treated as having failed to 

develop, implement, maintain, or follow 

the Policies, provided that it corrects 

any instance of noncompliance as soon 

as reasonably possible upon discovery, 

or as soon as reasonably possible after 

the Goldman Sachs Affiliated QPAM 

reasonably should have known of the 

noncompliance (whichever is earlier), 

and provided that it adheres to the 

reporting requirements set forth in this 

subparagraph (2); 

(3) Within six months of the effective 

date of the exemption, each Goldman 

Sachs Affiliated QPAM must 

immediately develop, maintain, adjust 

(to the extent necessary) and implement 

a program of training during the 

Exemption Period, to be conducted at 

least annually, for all relevant Goldman 

Sachs Affiliated QPAM asset/portfolio 

management, trading, legal, compliance, 

and internal audit personnel. The 

Training must: 

(i) At a minimum, cover the Policies, 

ERISA and Code compliance (including 

applicable fiduciary duties and the 

prohibited transaction provisions), 

ethical conduct, the consequences for 

not complying with the conditions of 

this exemption (including any loss of 

exemptive relief provided herein), and 

the requirement for prompt reporting of 

wrongdoing; and 

(ii) Be conducted by a professional 

who has been prudently selected and 

who has appropriate technical training 

and proficiency with ERISA and the 

Code to perform the tasks required by 

this exemption, if granted; 

(i)(1) Each Goldman Sachs Affiliated 

QPAM submits to three audits 

conducted by an independent auditor, 

who has been prudently selected and 

who has appropriate technical training 

and proficiency with ERISA and the 

Code, to evaluate the adequacy of, and 

each Goldman Sachs Affiliated QPAM’s 

compliance with, the Policies and 

Training described herein. The audit 

requirement must be incorporated in the 

Policies. The first audit must cover the 

twelve month period that ends on the 

date that is two years following the date 

of the Goldman Sachs Malaysia FCPA 

Conviction, and must be completed 

within sixty days thereafter. The second 

audit must cover the twelve month 

period that ends on the date that is four 

years following the date of the Goldman 

Sachs Malaysia FCPA Conviction, and 

must be within completed sixty days 

thereafter. The third audit must cover 

the fifth year covered by this exemption, 

and must be completed within sixty 

days thereafter. The corresponding 

certified Audit Reports must be 

submitted to the Department no later 

than 45 days following the completion 

of the audit. 

(2) Within the scope of the audit and 

to the extent necessary for the auditor, 

in its sole opinion, to complete its audit 

and comply with the conditions for 

relief described herein, and only to the 

extent such disclosure is not prevented 

by state or federal statute, or involves 

communications subject to attorneyclient privilege, each Goldman Sachs 

Affiliated QPAM and, if applicable, 

Goldman, will grant the auditor 

unconditional access to its business, 

including, but not limited to: Its 

computer systems; business records; 

transactional data; workplace locations; 

training materials; and personnel. Such 

access is limited to information relevant 

to the auditor’s objectives as specified 

by the terms of this exemption; 

(3) The auditor’s engagement must 

specifically require the auditor to 

determine whether each Goldman Sachs 

Affiliated QPAM has developed, 

implemented, maintained, and followed 

the Policies in accordance with the 

conditions of this five-year exemption, 

and has developed and implemented 

the Training, as required herein; 

(4) The auditor’s engagement must 

specifically require the auditor to test 

each Goldman Sachs Affiliated QPAM’s 

operational compliance with the 

Policies and Training. In this regard, the 

auditor must test, for each Goldman 

Sachs Affiliated QPAM, a sample of 

such Goldman Sachs Affiliated QPAM’s 

transactions involving Covered Plans, 

sufficient in size and nature to afford 

the auditor a reasonable basis to 

determine such Goldman Sachs 

Affiliated QPAM’s operational 

compliance with the Policies and 

Training; 

(5) For each audit, on or before the 

end of the relevant period described in 

Section I(i)(1) for completing the audit, 

the auditor must issue a written report 

(the Audit Report) to Goldman and the 

Goldman Sachs Affiliated QPAM to 

which the audit applies that describes 

the procedures performed by the auditor 

in connection with its examination. The 

auditor, at its discretion, may issue a 

single consolidated Audit Report that 

covers all the Goldman Sachs Affiliated 

QPAMs. The Audit Report must include 

the auditor’s specific determinations 

regarding: 

(i) The adequacy of each Goldman 

Sachs Affiliated QPAM’s Policies and 

Training; each Goldman Sachs 

Affiliated QPAM’s compliance with the 

Policies and Training; the need, if any, 

to strengthen such Policies and 

Training; and any instance of the 

respective Goldman Sachs Affiliated 

QPAM’s noncompliance with the 

written Policies and Training described 

in Section I(h) above. The Goldman 

Sachs Affiliated QPAM must promptly 

address any noncompliance. The 

Goldman Sachs Affiliated QPAM must 

promptly address or prepare a written 

plan of action to address any 

determination as to the adequacy of the 

Policies and Training and the auditor’s 

recommendations (if any) with respect 

to strengthening the Policies and 

Training of the respective Goldman 

Sachs Affiliated QPAM. Any action 

taken or the plan of action to be taken 

by the respective Goldman Sachs 

Affiliated QPAM must be included in an 

addendum to the Audit Report (such 

addendum must be completed prior to 

the certification described in Section 

I(i)(7) below). In the event such a plan 

of action to address the auditor’s 

recommendation regarding the 

adequacy of the Policies and Training is 

not completed by the time of 

submission of the Audit Report, the 

Federal Register / Vol. 86, No. 1 / Monday, January 4, 2021 / Notices 141 

following period’s Audit Report must 

state whether the plan was satisfactorily 

completed. Any determination by the 

auditor that a Goldman Sachs Affiliated 

QPAM has implemented, maintained, 

and followed sufficient Policies and 

Training must not be based solely or in 

substantial part on an absence of 

evidence indicating noncompliance. In 

this last regard, any finding that a 

Goldman Sachs Affiliated QPAM has 

complied with the requirements under 

this subparagraph must be based on 

evidence that the particular Goldman 

Sachs Affiliated QPAM has actually 

implemented, maintained, and followed 

the Policies and Training required by 

this exemption, if granted. Furthermore, 

the auditor must not solely rely on the 

Exemption Report created by the 

Compliance Officer, as described in 

Section I(m) below, as the basis for the 

auditor’s conclusions in lieu of 

independent determinations and testing 

performed by the auditor as required by 

Section I(i)(3) and (4) above; and 

(ii) The adequacy of the Exemption 

Review described in Section I(m); 

(6) The auditor must notify the 

respective Goldman Sachs Affiliated 

QPAM of any instance of 

noncompliance identified by the auditor 

within five (5) business days after such 

noncompliance is identified by the 

auditor, regardless of whether the audit 

has been completed as of that date; 

(7) With respect to each Audit Report, 

the general counsel or one of the three 

most senior executive officers of the 

Goldman Sachs Affiliated QPAM to 

which the Audit Report applies, must 

certify in writing, under penalty of 

perjury, that the officer has reviewed the 

Audit Report and this exemption, if 

granted; that, to the best of such officer’s 

knowledge at the time, the Goldman 

Sachs Affiliated QPAM has addressed, 

corrected, and remedied any 

noncompliance and inadequacy or has 

an appropriate written plan to address 

any inadequacy regarding the Policies 

and Training identified in the Audit 

Report. This certification must also 

include the signatory’s determination 

that, to the best of the officer’s 

knowledge at the time, the Policies and 

Training in effect at the time of signing 

are adequate to ensure compliance with 

the conditions of this exemption, if 

granted, and with the applicable 

provisions of ERISA and the Code. 

Notwithstanding the above, no person, 

including any person referenced in the 

Department of Justice’s Statement of 

Facts that gave rise to the Plea 

Agreement, who knew of, or should 

have known of, or participated in, any 

misconduct described in the Statement 

of Facts, by any party, may provide the 

certification required by this exemption, 

unless the person took active 

documented steps to stop the 

misconduct; 

(8) The Goldman Sachs Board of 

Directors is provided a copy of the 

Audit Report; and a senior executive 

officer of the Audit Committee 

established by the Goldman Sachs 

Board of Directors must review the 

Audit Report for each Goldman Sachs 

QPAM and must certify in writing, 

under penalty of perjury, that such 

officer has reviewed the Audit Report. 

Notwithstanding the above, no person, 

including any person referenced in the 

Department of Justice’s Statement of 

Facts that gave rise to the Plea 

Agreement, who knew of, or should 

have known of, or participated in, any 

misconduct described in the Statement 

of Facts, by any party, may provide the 

certification required by this exemption, 

unless such person took active 

documented steps to prohibit the 

misconduct; 

(9) Each Goldman Sachs Affiliated 

QPAM provides its certified Audit 

Report, by regular mail to: Office of 

Exemption Determinations (OED), 200 

Constitution Avenue NW, Suite 400, 

Washington, DC 20210. This delivery 

must take place no later than 45 days 

following completion of the Audit 

Report. The Audit Reports will be made 

part of the public record regarding this 

five-year exemption. Furthermore, each 

Goldman Sachs Affiliated QPAM must 

make its Audit Reports unconditionally 

available, electronically or otherwise, 

for examination upon request by any 

duly authorized employee or 

representative of the Department, other 

relevant regulators, and any fiduciary of 

a Covered Plan; 

(10) Any engagement agreement with 

an auditor to perform the audit required 

by this exemption must be submitted to 

OED no later than two months after the 

execution of such agreement; 

(11) The auditor must provide the 

Department, upon request, for 

inspection and review, access to all the 

workpapers created and used in 

connection with the audit, provided 

such access and inspection is otherwise 

permitted by law; and 

(12) Goldman or a Goldman Sachs 

Affiliated QPAM must notify the 

Department of a change in the 

independent auditor no later than two 

months after the engagement of a 

substitute or subsequent auditor and 

must provide an explanation for the 

substitution or change including a 

description of any material disputes 

involving the terminated auditor; 

(j) As of the effective date of this fiveyear exemption, with respect to any 

arrangement, agreement, or contract 

between a Goldman Sachs Affiliated 

QPAM and a Covered Plan, the 

Goldman Sachs Affiliated QPAM agrees 

and warrants to Covered Plans: 

(1) To comply with ERISA and the 

Code, as applicable with respect to such 

Covered Plan; to refrain from engaging 

in prohibited transactions that are not 

otherwise exempt (and to promptly 

correct any inadvertent prohibited 

transactions); and to comply with the 

standards of prudence and loyalty set 

forth in section 404 of ERISA with 

respect to each such ERISA-covered 

plan and IRA to the extent that section 

404 is applicable; 

(2) To indemnify and hold harmless 

the Covered Plan for any actual losses 

resulting directly from: A Goldman 

Sachs Affiliated QPAM’s violation of 

ERISA’s fiduciary duties, as applicable, 

and of the prohibited transaction 

provisions of ERISA and the Code, as 

applicable; a breach of contract by the 

QPAM; or any claim arising out of the 

failure of such Goldman Sachs 

Affiliated QPAM to qualify for the 

exemptive relief provided by PTE 84–14 

as a result of a violation of Section I(g) 

of PTE 84–14, other than the Goldman 

Sachs Malaysia FCPA Conviction. This 

condition applies only to actual losses 

caused by the Goldman Sachs Affiliated 

QPAM’s violations. 

(3) Not to require (or otherwise cause) 

the Covered Plan to waive, limit, or 

qualify the liability of the Goldman 

Sachs Affiliated QPAM for violating 

ERISA or the Code or engaging in 

prohibited transactions; 

(4) Not to restrict the ability of such 

Covered Plan to terminate or withdraw 

from its arrangement with the Goldman 

Sachs Affiliated QPAM with respect to 

any investment in a separately managed 

account or pooled fund subject to ERISA 

and managed by such QPAM, with the 

exception of reasonable restrictions, 

appropriately disclosed in advance, that 

are specifically designed to ensure 

equitable treatment of all investors in a 

pooled fund in the event such 

withdrawal or termination may have 

adverse consequences for all other 

investors. In connection with any such 

arrangements involving investments in 

pooled funds subject to ERISA entered 

into after the effective date of this 

exemption, the adverse consequences 

must relate to a lack of liquidity of the 

underlying assets, valuation issues, or 

regulatory reasons that prevent the fund 

from promptly redeeming an ERISAcovered plan’s or IRA’s investment, and 

such restrictions must be applicable to 

all such investors and be effective no 

longer than reasonably necessary to 

avoid the adverse consequences; 

142 Federal Register / Vol. 86, No. 1 / Monday, January 4, 2021 / Notices 

(5) Not to impose any fees, penalties, 

or charges for such termination or 

withdrawal with the exception of 

reasonable fees, appropriately disclosed 

in advance, that are specifically 

designed to prevent generally 

recognized abusive investment practices 

or specifically designed to ensure 

equitable treatment of all investors in a 

pooled fund in the event such 

withdrawal or termination may have 

adverse consequences for all other 

investors, provided that such fees are 

applied consistently and in a like 

manner to all such investors; and 

(6) Not to include exculpatory 

provisions disclaiming or otherwise 

limiting liability of the Goldman Sachs 

Affiliated QPAM for a violation of such 

agreement’s terms. To the extent 

consistent with Section 410 of ERISA, 

however, this provision does not 

prohibit disclaimers for liability caused 

by an error, misrepresentation, or 

misconduct of a plan fiduciary or other 

party hired by the plan fiduciary who is 

independent of Goldman and its 

affiliates, or damages arising from acts 

outside the control of the Goldman 

Sachs Affiliated QPAM; 

(7) Within four (4) months of the 

effective date of this five-year 

exemption, each Goldman Sachs 

Affiliated QPAM must provide a notice 

of its obligations under this Section I(j) 

to each Covered Plan. For Covered Plans 

that enter into a written asset or 

investment management agreement with 

a Goldman Sachs Affiliated QPAM on or 

after the effective date of this 

exemption, if granted, the Goldman 

Sachs Affiliated QPAM must agree to its 

obligations under this Section I(j) in an 

updated investment management 

agreement between the Goldman Sachs 

Affiliated QPAM and such clients, or 

other written contractual agreement. 

Notwithstanding the above, a Goldman 

Sachs Affiliated QPAM will not violate 

the condition solely because a Plan or 

IRA refuses to sign an updated 

investment management agreement. 

(k) Within 60 days of the effective 

date of this five-year exemption, each 

Goldman Sachs Affiliated QPAM will 

provide a Federal Register copy of the 

notice of the exemption, along with a 

separate summary describing the facts 

that led to the Goldman Sachs Malaysia 

FCPA Conviction (the Summary), which 

has been submitted to the Department, 

and a prominently displayed statement 

(the Statement) that the Goldman Sachs 

Malaysia FCPA Conviction results in a 

failure to meet a condition in PTE 84– 

14, to each sponsor and beneficial 

owner of a Covered Plan that has 

entered into a written asset or 

investment management agreement with 

a Goldman Sachs Affiliated QPAM, or 

the sponsor of an investment fund in 

any case where a Goldman Sachs 

Affiliated QPAM acts as a sub-advisor to 

the investment fund in which such 

ERISA-covered plan and IRA invests. 

All Covered Plan clients that enter into 

a written asset or investment 

management agreement with a Goldman 

Sachs Affiliated QPAM after that date 

must receive a copy of the notice of the 

exemption, the Summary, and the 

Statement prior to, or 

contemporaneously with, the Covered 

Plan’s receipt of a written asset or 

investment management agreement from 

the Goldman Sachs Affiliated QPAM. 

The notices may be delivered 

electronically (including by an email 

that has a link to the five-year 

exemption); 

(l) The Goldman Sachs Affiliated 

QPAMs must comply with each 

condition of PTE 84–14, as amended, 

with the sole exception of the violation 

of Section I(g) of PTE 84–14 that is 

attributable to the Goldman Sachs 

Malaysia FCPA Conviction. If, during 

the Exemption Period, an entity within 

the Goldman corporate structure is 

convicted of a crime described in 

Section I(g) of PTE 84–14 (other than the 

Goldman Sachs Malaysia FCPA 

Conviction), relief in this exemption, if 

granted, would terminate immediately; 

(m)(1) Within 60 days of the effective 

date of this exemption, Goldman must 

designate a senior compliance officer 

(the Compliance Officer) who will be 

responsible for compliance with the 

Policies and Training requirements 

described herein. Notwithstanding the 

above, no person, including any person 

referenced in the Department of Justice’s 

Statement of Facts that gave rise to the 

Plea Agreement, who knew of, or should 

have known of, or participated in, any 

misconduct described in the Statement 

of Facts, by any party, may be involved 

with the designation or responsibilities 

required by this condition, unless the 

person took active documented steps to 

stop the misconduct. The Compliance 

Officer must conduct a review of each 

twelve month period of the Exemption 

Period (the Exemption Review), to 

determine the adequacy and 

effectiveness of the implementation of 

the Policies and Training. With respect 

to the Compliance Officer, the following 

conditions must be met: 

(i) The Compliance Officer must be a 

professional who has extensive 

experience with, and knowledge of, the 

regulation of financial services and 

products, including under ERISA and 

the Code; and 

(ii) The Compliance Officer must have 

a direct reporting line within Goldmans’ 

Audit Committee and a direct reporting 

line to the highest ranking corporate 

officer in charge of compliance for the 

applicable Goldman Sachs Affiliated 

QPAM; 

(2) With respect to the Exemption 

Review, the following conditions must 

be met: 

(i) The Exemption Review includes a 

review of the Goldman Sachs Affiliated 

QPAMs’ compliance with and 

effectiveness of the Policies and 

Training and of the following: Any 

compliance matter related to the 

Policies or Training that was identified 

by, or reported to, the Compliance 

Officer or the Audit Committee, during 

the previous year; the most recent Audit 

Report issued pursuant to this 

exemption, if granted; any material 

change in the relevant business 

activities of the Goldman Sachs 

Affiliated QPAMs; and any change to 

ERISA, the Code, or regulations related 

to fiduciary duties and the prohibited 

transaction provisions that may be 

applicable to the activities of the 

Goldman Sachs Affiliated QPAMs; 

(ii) The Compliance Officer prepares 

a written report for the Exemption 

Review (an Exemption Report) that (A) 

summarizes his or her material activities 

during the prior year; (B) sets forth any 

instance of noncompliance discovered 

during the prior year, and any related 

corrective action; (C) details any change 

to the Policies or Training to guard 

against any similar instance of 

noncompliance occurring again; and (D) 

makes recommendations, as necessary, 

for additional training, procedures, 

monitoring, or additional and/or 

changed processes or systems, and 

management’s actions on such 

recommendations; 

(iii) In the Exemption Report, the 

Compliance Officer must certify in 

writing that to the best of his or her 

knowledge at the time: (A) The report is 

accurate; (B) the Policies and Training 

are working in a manner which is 

reasonably designed to ensure that the 

Policies and Training requirements 

described herein are met; (C) any known 

instance of noncompliance during the 

prior year and any related correction 

taken to date have been identified in the 

Exemption Report; and (D) the Goldman 

Sachs Affiliated QPAMs have complied 

with the Policies and Training, and/or 

corrected (or are correcting) any known 

instances of noncompliance in 

accordance with Section I(h) above; 

(iv) The Exemption Report must be 

provided to appropriate corporate 

officers of Goldman and Goldman Sachs 

Affiliated QPAM to which such report 

relates, and to the head of compliance 

and the general counsel (or their 

Federal Register / Vol. 86, No. 1 / Monday, January 4, 2021 / Notices 143 

20 In the event the Applicant meets this disclosure 

requirement through Summary Policies, changes to 

the Policies shall not result in the requirement for 

a new disclosure unless, as a result of changes to 

the Policies, the Summary Policies are no longer 

accurate. 

21 In general terms, a QPAM is an independent 

fiduciary that is a bank, savings and loan 

association, insurance company, or investment 

adviser that meets certain equity or net worth 

requirements and other licensure requirements and 

that has acknowledged in a written management 

agreement that it is a fiduciary with respect to each 

plan that has retained the QPAM. 

functional equivalent) of the relevant 

Goldman Sachs Affiliated QPAM; and 

the report must be made 

unconditionally available to the 

independent auditor described in 

Section I(i) above; 

(v) The first Exemption Review, 

including the Compliance Officer’s 

written Exemption Report, must cover 

the twelve month period beginning on 

the date of the Goldman Sachs Malaysia 

FCPA Conviction. The next four 

Exemption Reviews and Exemption 

Reports must each cover a twelve month 

period that begins on the date that 

follows the end of a prior Exemption 

Review coverage period. Each Annual 

Review, including the Compliance 

Officer’s written Annual Report, must 

be completed within three months 

following the end of the period to which 

it relates; 

(n) Goldman imposes its internal 

procedures, controls, and protocols on 

Goldman Sachs Malaysia to reduce the 

likelihood of any recurrence of conduct 

that is the subject of the Goldman Sachs 

Malaysia FCPA Conviction; 

(o) Goldman complies in all material 

respects with the requirements imposed 

by a U.S regulatory authority in 

connection with the Goldman Sachs 

Malaysia FCPA Conviction; 

(p) Each Goldman Sachs Affiliated 

QPAM will maintain records necessary 

to demonstrate that the conditions of 

this exemption have been met for six 

years following the date of any 

transaction for which such Goldman 

Sachs Affiliated QPAM relies upon the 

relief in this exemption; 

(q) During the Exemption Period, 

Goldman must: (1) Immediately disclose 

to the Department any Deferred 

Prosecution Agreement (a DPA) or NonProsecution Agreement (an NPA) with 

the U.S. Department of Justice, entered 

into by The Goldman Sachs Group, Inc. 

or any of its affiliates (as defined in 

Section VI(d) of PTE 84–14) in 

connection with conduct described in 

Section I(g) of PTE 84–14 or section 411 

of ERISA; and (2) immediately provide 

the Department any information 

requested by the Department, as 

permitted by law, regarding the 

agreement and/or conduct and 

allegations that led to the agreement; 

(r) Within 60 days of the effective date 

of the five-year exemption, each 

Goldman Sachs Affiliated QPAM, in its 

agreements with, or in other written 

disclosures provided to Covered Plans, 

will clearly and prominently inform 

Covered Plan clients of their right to 

obtain a copy of the Policies or a 

description (Summary Policies) which 

accurately summarizes key components 

of the Goldman Sachs Affiliated 

QPAM’s written Policies developed in 

connection with this exemption. If the 

Policies are thereafter changed, each 

Covered Plan client must receive a new 

disclosure within six months following 

the end of the calendar year during 

which the Policies were changed.20

With respect to this requirement, the 

description may be continuously 

maintained on a website, provided that 

such website link to the Policies or 

Summary Policies is clearly and 

prominently disclosed to each Covered 

Plan; and 

(s) A Goldman Sachs Affiliated QPAM 

will not fail to meet the terms of this 

five-year exemption, if granted, solely 

because a different Goldman Sachs 

Affiliated QPAM fails to satisfy a 

condition for relief described in 

Sections I(c), (d), (h), (i), (j), (k), (l), (p) 

or (r); or if the independent auditor 

described in Section I(i) fails a provision 

of the exemption other than the 

requirement described in Section 

I(i)(11), provided that such failure did 

not result from any actions or inactions 

of Goldman. 

Section II. Definitions 

(a) The term ‘‘Goldman Sachs 

Malaysia FCPA Conviction’’ means the 

judgment of conviction against Goldman 

Sachs Malaysia in connection with a 

U.S. plea by Goldman Sachs Malaysia to 

one count of conspiracy to commit 

offenses against the United States, in 

violation of Title 18, United States 

Code, Section 371, that is, to violate the 

anti-bribery provisions of the Foreign 

Corrupt Practices Act of 1977, as 

amended, see Title 15, United States 

Code, Sections 78dd–1 and 78dd–3. 

(b) The term ‘‘Covered Plan’’ means a 

plan subject to Part IV of Title I of 

ERISA (an ‘‘ERISA-covered plan’’) or a 

plan subject to section 4975 of the Code 

(an ‘‘IRA’’), in each case, with respect to 

which a Goldman Sachs Affiliated 

QPAM relies on PTE 84–14, or with 

respect to which a Goldman Sachs 

Affiliated QPAM (or any Goldman 

Sachs affiliate) has expressly 

represented that the manager qualifies 

as a QPAM or relies on the QPAM class 

exemption (PTE 84–14). A Covered Plan 

does not include an ERISA-covered plan 

or IRA to the extent the Goldman Sachs 

Affiliated QPAM has expressly 

disclaimed reliance on QPAM status or 

PTE 84–14 in entering into a contract, 

arrangement, or agreement with the 

ERISA-covered plan or IRA. 

(c) The term ‘‘Goldman’’ means The 

Goldman Sachs Group, Inc. 

(d) The term ‘‘Goldman Sachs 

Affiliated QPAMs’’ means The Goldman 

Sachs Trust Company, N.A.; Goldman 

Sachs Bank USA; Goldman Sachs & Co. 

LLC; Goldman Sachs Asset 

Management, L.P.; Goldman Sachs 

Asset Management International; 

Goldman Sachs Hedge Fund Strategies 

LLC; GS Investment Strategies, LLC; 

GSAM Stable Value, LLC; The Ayco 

Company, L.P.; Aptitude Investment 

Management LP; Rocaton Investment 

Advisors, LLC; United Capital Financial 

Advisers, LLC; and PFE Advisors, Inc., 

and any future ‘‘affiliate’’ of Goldman 

(as defined in Part VI(d) of PTE 84–14) 

that qualifies as a ‘‘qualified 

professional asset manager’’ (as defined 

in Section VI(a) of PTE 84–14) 21 and 

that relies on the relief provided by PTE 

84–14. The term ‘‘Goldman Sachs 

Affiliated QPAMs’’ excludes Goldman 

Sachs Malaysia. 

(e) The term ‘‘Goldman Sachs Related 

QPAMs’’ means any current or future 

‘‘qualified professional asset manager’’ 

(as defined in Section VI(a) of PTE 84– 

14) that relies on the relief provided by 

PTE 84–14, and with respect to which 

Goldman Sachs Malaysia owns a direct 

or indirect five (5) percent or more 

interest, but with respect to which 

Goldman Sachs Malaysia is not an 

‘‘affiliate’’ (as defined in section VI(d)(1) 

of PTE 84–14). The term ‘‘Goldman 

Sachs Related QPAMs’’ excludes 

Goldman Sachs Malaysia. 

(f) The term ‘‘Goldman Sachs 

Malaysia’’ means Goldman Sachs 

(Malaysia) Sdn. Bhd. 

(g) The term ‘‘Exemption Period’’ 

means the five-year period beginning on 

the date Goldman Sachs Malaysia is 

sentenced for one count of conspiracy to 

commit offenses against the United 

States, in violation of Title 18, United 

States Code, Section 371, that is, to 

violate the anti-bribery provisions of the 

Foreign Corrupt Practices Act of 1977, 

as amended, see Title 15, United States 

Code, Sections 78dd–1 and 78dd–3. 

(h) The term ‘‘Plea Agreement’’ means 

the Plea Agreement entered into 

between the United States of America, 

by and through the United States 

Department of Justice, Criminal 

Division, Fraud Section and Money 

Laundering and Asset Recovery Section, 

and the United States Attorney’s Office 

144 Federal Register / Vol. 86, No. 1 / Monday, January 4, 2021 / Notices 

for the Eastern District of New York and 

Goldman Sachs (Malaysia) Sdn. Bhd. Cr. 

No. 20–438 (MKB), filed October 21, 

2020. 

(i) The term ‘‘Conviction Date’’ means 

the date that a judgment of conviction 

against Goldman Sachs (Malaysia) Sdn. 

Bhd., in Cr. No. 20–438 (MKB), is 

entered in the United States District 

Court for the Eastern District of New 

York. 

Effective Date: This exemption will be 

in effect for a period of five years 

beginning on the Conviction Date. 

Signed at Washington, DC, this 29th day of 

December, 2020. 

Christopher Motta, 

Chief, Division of Individual Exemptions, 

Office of Exemption Determinations, 

Employee Benefits Security Administration, 

U.S. Department of Labor. 

[FR Doc. 2020–29113 Filed 12–31–20; 8:45 am] 

BILLING CODE P 

DEPARTMENT OF LABOR 

Employment and Training 

Administration 

Notice To Ensure State Workforce 

Agencies Are Aware of the Revised 

Schedule of Remuneration for the 

Unemployment Compensation for ExServicemembers (UCX) Program That 

Reflects the Military Pay Increase 

Effective January 1, 2021 

AGENCY: Employment and Training 

Administration, Labor. 

ACTION: Notice. 

SUMMARY: Each year, the Department of 

Defense issues a Schedule of 

Remuneration used by states for UCX 

purposes. States must use the schedule 

to determine Federal military wages for 

UCX ‘‘first claims’’ only when the 

Federal Claims Control Center (FCCC) 

responds to a request for information 

indicating that there is no Copy 5 of the 

Certificate of Release or Discharge from 

Active Duty (DD Form 214) for an 

individual under the social security 

number provided. A response from the 

FCCC that indicates ‘‘no DD214 on file’’ 

will prompt the state to start the 

affidavit process and to use the attached 

schedule to calculate the Federal 

military wages for an unemployment 

insurance or UCX monetary 

determination. The schedule applies to 

UCX ‘‘first claims’’ filed beginning with 

the first day of the first week that begins 

on or after January 1, 2021. States must 

continue to use the 2020 schedule (or 

other appropriate schedule) for UCX 

‘‘first claims’’ filed before the effective 

date of the revised schedule. 

John Pallasch, 

Assistant Secretary for Employment and 

Training, Labor. 

Attachment I 

2021 FEDERAL SCHEDULE OF REMUNERATION

[20 CFR 614.12(d)] 

Pay grade Monthly rate Weekly 

(7/30th) 

Daily 

(1/30th) 

1. Commissioned Officers: 

O–10 ...................................................................................................................................................................... 20,925.54 4,882.63 697.52 

O–9 ........................................................................................................................................................................ 20,925.54 4,882.63 697.52 

O–8 ........................................................................................................................................................................ 20,285.99 4,733.40 676.20 

O–7 ........................................................................................................................................................................ 18,152.10 4,235.49 605.07 

O–6 ........................................................................................................................................................................ 15,954.25 3,722.66 531.81 

O–5 ........................................................................................................................................................................ 13,412.47 3,129.58 447.08 

O–4 ........................................................................................................................................................................ 11,505.96 2,684.72 383.53 

O–3 ........................................................................................................................................................................ 9,081.63 2,119.05 302.72 

O–2 ........................................................................................................................................................................ 7,343.63 1,713.51 244.79 

O–1 ........................................................................................................................................................................ 5,722.97 1,335.36 190.77 

2. Commissioned Officers With Over 4 Years Active Duty As An Enlisted Member or Warrant Officer: 

O–3 E ..................................................................................................................................................................... 10,673.82 2,490.56 355.79 

O–2 E ..................................................................................................................................................................... 8,761.23 2,044.29 292.04 

O–1 E ..................................................................................................................................................................... 7,536.69 1,758.56 251.22 

3. Warrant Officer: 

W–5 ........................................................................................................................................................................ 12,174.75 2,840.77 405.82 

W–4 ........................................................................................................................................................................ 11,046.28 2,577.47 368.21 

W–3 ........................................................................................................................................................................ 9,538.46 2,225.64 317.95 

W–2 ........................................................................................................................................................................ 8,128.20 1,896.58 270.94 

W–1 ........................................................................................................................................................................ 6,974.63 1,627.41 232.49 

4. Enlisted Personnel: 

E–9 ......................................................................................................................................................................... 10,374.57 2,420.73 345.82 

E–8 ......................................................................................................................................................................... 8,548.86 1,994.73 284.96 

E–7 ......................................................................................................................................................................... 7,634.24 1,781.32 254.47 

E–6 ......................................................................................................................................................................... 6,690.13 1,561.03 223.00 

E–5 ......................................................................................................................................................................... 5,699.76 1,329.94 189.99 

E–4 ......................................................................................................................................................................... 4,708.64 1,098.68 156.95 

E–3 ......................................................................................................................................................................... 4,233.16 987.74 141.11 

E–2 ......................................................................................................................................................................... 4,021.30 938.30 134.04 

E–1 ......................................................................................................................................................................... 3,667.50 855.75 122.25 

The Federal Schedule includes columns reflecting derived weekly and daily rates. This revised Federal Schedule of Remuneration is effective for UCX ‘‘first claims’’ 

filed beginning with the first day of the first week which begins on or after January 1, 2021, pursuant to 20 CFR 614.12(c). 

[FR Doc. 2020–29140 Filed 12–30–20; 11:15 am] 

BILLING CODE 4510–FW–P