Federal Register / Vol. 75, No. 63 / Friday, April 2, 2010 / Notices 16843 

1For purposes of this exemption, references to 

specific provisions of Title I of the Act, unless 

otherwise specified, refer also to the corresponding 

provisions of the Code. 

2 It is represented that to the extent that, prior to 

the effective date of the final exemption, the Fund 

had received distributions from the hedge funds in 

connection with interests in such hedge funds held 

by the Fund, those proceeds would have been 

distributed by the Fund to each holder of units in 

the Fund in proportion to each such holder’s 

interest in the Fund; and accordingly, would not 

have been purchased by Ivy or by any affiliate of 

Ivy, pursuant to this exemption. 

3The Bank of New York Mellon Corporation is 

hereinafter referred to as BNYMC. 

DEPARTMENT OF LABOR 

Employment and Training 

Administration 

[TA–W–70,457; TA–W–70,457a] 

Core Manufacturing, Multi-Plastics, 

Inc., Division, Sipco, Inc., Division, 

Including Leased Workers of M–Ploy 

Temporaries, Inc., Saegertown, PA; 

Sipco Molding Technologies, 

Meadville, PA; Amended Certification 

Regarding Eligibility To Apply for 

Worker Adjustment Assistance 

In accordance with section 223 of the 

Trade Act of 1974, as amended (‘‘Act’’), 

19 U.S.C. 2273, the Department of Labor 

issued a Certification of Eligibility to 

Apply for Worker Adjustment 

Assistance on November 13, 2009, 

applicable to workers of Core 

Manufacturing, Multi-Plastics, Inc., 

Division and Sipco, Inc., Division, 

including leased workers of M–Ploy 

Temporaries, Inc., Saegertown, 

Pennsylvania. The Department’s Notice 

was published in the Federal Register 

on January 25, 2010 (75 FR 3935). 

After the certification was issued, the 

Department received new information 

that revealed that the worker group 

includes workers at an auxiliary facility 

operating in conjunction with the 

Saegertown, Pennsylvania facility. 

Accordingly, the Department is 

amending this certification to property 

reflect this matter. 

The intent of the Department’s 

amended certification is to include all 

workers of the subject firm who are 

adversely-impacted secondary workers. 

The amended notice applicable to 

TA–W–70,457 is hereby issued as 

follows: 

‘‘All workers of Core Manufacturing, MultiPlastics, Inc., Division and Sipco, Inc., 

Division, including leased workers of M–Ploy 

Temporaries, Inc., Saegertown, Pennsylvania 

(TA–W–70,457) and Sipco Molding 

Technologies, Meadville, Pennsylvania (TA– 

W–70,457A), who became totally or partially 

separated from employment on or after May 

20, 2008, through November 13, 2011, and all 

workers in the group threatened with total or 

partial separation from employment on 

November 13, 2009 through November 13, 

2011, are eligible to apply for adjustment 

assistance under Chapter 2 of Title II of the 

Trade Act of 1974, as amended.’’ 

Signed in Washington, DC, this 16th day of 

March, 2010. 

Del Min Amy Chen, 

Certifying Officer, Division of Trade 

Adjustment Assistance. 

[FR Doc. 2010–7498 Filed 4–1–10; 8:45 am] 

BILLING CODE P 

DEPARTMENT OF LABOR 

Employee Benefits Security 

Administration 

Prohibited Transaction Exemptions 

Grant of Individual Exemptions 

Involving: 2010–09, Ivy Asset 

Management Corporation, D–11492; 

2010–10, Deutsche Bank AG and Its 

Affiliates, D–11518; 2010–11, The 

Coca-Cola Company (TCCC), D–11555 

AGENCY: Employee Benefits Security 

Administration, Labor. 

ACTION: Grant of individual exemptions. 

SUMMARY: This document contains 

exemptions issued by the Department of 

Labor (the Department) from certain of 

the prohibited transaction restrictions of 

the Employee Retirement Income 

Security Act of 1974 (ERISA or the Act) 

and/or the Internal Revenue Code of 

1986 (the Code). 

A notice was published in the Federal 

Register of the pendency before the 

Department of a proposal to grant such 

exemption. The notice set forth a 

summary of facts and representations 

contained in the application for 

exemption and referred interested 

persons to the application for a 

complete statement of the facts and 

representations. The application has 

been available for public inspection at 

the Department in Washington, DC. The 

notice also invited interested persons to 

submit comments on the requested 

exemption to the Department. In 

addition the notice stated that any 

interested person might submit a 

written request that a public hearing be 

held (where appropriate). The applicant 

has represented that it has complied 

with the requirements of the notification 

to interested persons. No requests for a 

hearing were received by the 

Department. Public comments were 

received by the Department as described 

in the granted exemption. 

The notice of proposed exemption 

was issued and the exemption is being 

granted solely by the Department 

because, effective December 31, 1978, 

section 102 of Reorganization Plan No. 

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

transferred the authority of the Secretary 

of the Treasury to issue exemptions of 

the type proposed to the Secretary of 

Labor. 

Statutory Findings 

In accordance with section 408(a) of 

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

Code and the procedures set forth in 29 

CFR Part 2570, Subpart B (55 FR 32836, 

32847, August 10, 1990) and based upon 

the entire record, the Department makes 

the following findings: 

(a) The exemption is administratively 

feasible; 

(b) The exemption is in the interests 

of the plan and its participants and 

beneficiaries; and 

(c) The exemption is protective of the 

rights of the participants and 

beneficiaries of the plan. 

Ivy Asset Management Corporation 

Located in Jericho, NY 

[Prohibited Transaction Exemption No. 

2010–09; Exemption Application No: 

D–11492] 

Exemption 

Section I: Transactions 

The restrictions of sections 

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

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

resulting from the application of section 

4975 of the Code, by reason of section 

4975(c)(1)(A) through (E) of the Code,1

shall not apply, effective December 31, 

2008, to: 

(a) The sale for cash of certain equity 

interests (the Shares) in hedge funds 

organized outside the United States,2

which Shares are held in the Ivy 

Enhanced Income Fund (the Fund), a 

sub-fund established under the 

Alternative Investment-Master Group 

Trust (the Group Trust), to Ivy Asset 

Management Corporation (Ivy), a party 

in interest with respect to certain 

employee benefit plans, including a 

defined benefit plan (the Retirement 

Plan) sponsored by Ivy’s parent 

corporation, The Bank of New York 

Mellon Corporation,3 (collectively, the 

Plan(s)), and certain individual 

retirement accounts (the IRA(s)), where 

such Plans and IRAs have interests in 

the Fund; provided that at the time the 

Shares were sold, the conditions set 

forth, below, in section I(b)(1)-(6) of this 

exemption, and the general conditions, 

set forth below, in section II, of this 

exemption, were satisfied; 

(b) The sale for cash of certain 

restricted shares (the Restricted Shares) 

of the D. E. Shaw Composite 

International Fund, Ltd. (the DE Shaw 

Fund), a hedge fund organized outside 

the United States, to Ivy Holding 

mstockstill on DSKH9S0YB1PROD with NOTICES

16844 Federal Register / Vol. 75, No. 63 / Friday, April 2, 2010 / Notices 

4 74 FR 58996, November 16, 2009. 

Cayman, LTS, an affiliate of Ivy (the 

Affiliate) which is also organized 

outside of the United States, and which 

is a party in interest with respect to the 

Plans and the IRAs, where such Plans 

and IRAs have interests in the Fund; 

provided that at the time the Restricted 

Shares were sold to the Affiliate, the 

conditions set forth below, in section 

I(b)(1)–(6) of this exemption, and the 

general conditions, set forth below, in 

section II of this exemption, were 

satisfied: 

(1) The sale of the Shares to Ivy and 

the sale of the Restricted Shares to the 

Affiliate were each one-time 

transactions for cash; 

(2) The purchase price paid by Ivy for 

the Shares and the purchase price paid 

by the Affiliate for the Restricted Shares 

was equal to the value of such shares, 

as reported to the Fund by investment 

managers of the hedge funds (the 

Manager(s)), who are independent of 

and unrelated to Ivy and any of its 

affiliates, as set forth on the most recent 

statement issued to the Fund 

immediately prior to the effective date 

of this exemption; 

(3) The Fund did not incur any 

commissions or transaction costs with 

respect to the sale of the Shares to Ivy 

and with respect to the sale of the 

Restricted Shares to the Affiliate; 

(4) On January 29, 2008, Ivy solicited 

and received from each of the Plans and 

IRAs which have an interest in the Fund 

(the Unit Holder(s)) an affirmative 

consent to the sale by the Fund of the 

Shares and of the Restricted Shares; 

(5) On January 29, 2008, Ivy solicited 

and received from each Unit Holder in 

the Fund an affirmative consent to the 

entry into a promissory note (the 

Promissory Note(s)), and as of the 

effective date of this exemption Ivy 

entered into such Promissory Notes; and 

(6) Pursuant to the terms of each of 

the Promissory Notes entered into 

between Ivy and each Unit Holder, in 

the event that Ivy receives redemption 

proceeds in excess of the purchase price 

paid by Ivy to the Fund for the Shares, 

and/or in the event the Affiliate receives 

redemption proceeds in excess of the 

purchase price paid by the Affiliate to 

the Fund for the Restricted Shares, Ivy 

will pay, as soon as practicable after 

receipt of such amounts by Ivy and/or 

by the Affiliate, the entirety of such 

excess in cash to each Unit Holder in 

proportion to each such Unit Holder’s 

investment in the Fund; and Ivy will 

absorb the loss, if the aggregate 

redemption proceeds are less than the 

aggregate purchase price from the sale of 

the Shares and the sale of the Restricted 

Shares. 

Section II: General Conditions 

(a) Ivy, as investment manager of the 

Fund, represents that the subject 

transactions are appropriate for and in 

the interest of the Fund, and each of the 

Unit Holders which have an interest in 

the Fund. 

(b) Ivy takes all appropriate actions 

necessary to safeguard the interests of 

the Fund, and the interests of the Unit 

Holders in the Fund, in connection with 

the subject transactions; 

(c) The decision by a Unit Holder as 

to whether to engage in the subject 

transactions was made, in the case of a 

Plan by the trustee of each such Plan, in 

the case of an IRA, by the IRA holder, 

and in the case of the Retirement Plan 

by the Benefits Investment Committee 

(the Committee), which serves as the 

named fiduciary of the Retirement Plan. 

(d) Notwithstanding affirmative 

consent given by each of the Unit 

Holders to the sale by the Fund of the 

Shares and of the Restricted Shares, and 

notwithstanding the entry into the 

Promissory Notes between Ivy and each 

Unit Holder: 

(i) The Plans and IRAs have not 

waived or released and do not waive or 

release any claims, demands, and/or 

causes of action which such Plans and 

IRAs may have against BNYMC and/or 

Ivy in connection with the acquisition 

and retention of the Shares and the 

acquisition and retention of the 

Restricted Shares; and 

(ii) The Plans and IRAs have not 

waived or released and do not waive or 

release any claims, demands, and/or 

causes of action which such Plans and 

IRAs may have against BNYMC and/or 

Ivy in connection with the sale of the 

Shares to Ivy and the sale of the 

Restricted Shares to the Affiliate; 

(e) Ivy will maintain, or cause to be 

maintained, for a period of six (6) years 

from the date of any of the subject 

transactions such records as are 

necessary to enable the persons 

described, below, in section II(f)(1) of 

this exemption, to determine whether 

the conditions of this exemption have 

been met, except that— 

(1) No party in interest with respect 

to a Plan or to an IRA which engaged 

in the subject transactions, other than 

Ivy and the Affiliate, shall be subject to 

a civil penalty under section 502(i) of 

the Act or the taxes imposed by section 

4975(a) and (b) of the Code, if such 

records are not maintained, or not 

available for examination, as required, 

below, by section II(f)(1) of this 

exemption; and 

(2) A separate prohibited transaction 

shall not be considered to have occurred 

solely because, due to circumstances 

beyond the control of Ivy, such records 

are lost or destroyed prior to the end of 

the six-year period. 

(f)(1) Except as provided, below, in 

section II(f)(2) of this exemption, and 

notwithstanding any provisions of 

subsections (a)(2) and (b) of section 504 

of the Act, the records referred to, 

above, in section II(e) of this exemption, 

are unconditionally available at their 

customary location for examination 

during normal business hours by— 

(A) Any duly authorized employee or 

representative of the Department, the 

Internal Revenue Service, or the 

Securities and Exchange Commission; 

or 

(B) Any fiduciary of any Plan or any 

IRA that engaged in the subject 

transactions, or any duly authorized 

employee or representative of such 

fiduciary; or 

(C) Any employer of participants and 

beneficiaries and any employee 

organization whose members are 

covered by a Plan or an IRA that 

engaged in the subject transactions, or 

any authorized employee or 

representative of these entities; or 

(D) Any participant or beneficiary of 

a Plan or an IRA that engaged in the 

subject transactions, or duly authorized 

employee or representative of such 

participant or beneficiary; 

(2) None of the persons described, 

above, in section II(f)(1)(B)–(D) of this 

exemption, shall be authorized to 

examine trade secrets of Ivy, or 

commercial or financial information 

which is privileged or confidential; and 

(3) Should Ivy refuse to disclose 

information on the basis that such 

information is exempt from disclosure, 

Ivy shall, by the close of the thirtieth 

(30th) day following the request, 

provide a written notice advising that 

person of the reasons for the refusal and 

that the Department may request such 

information. 

DATES: Effective Date: This exemption is 

effective, December 31, 2008. 

Written Comments 

In the Notice of Proposed Exemption 

(the Notice), the Department invited all 

interested persons to submit written 

comments and requests for a hearing on 

the proposed exemption within 45 days 

of the date of the publication of the 

Notice in the Federal Register on 

November 16, 2009.4 All comments and 

requests for hearing were due by 

December 31, 2009. 

The applicant informed the 

Department by letter dated December 

18, 2009, that the Notice, along with a 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 75, No. 63 / Friday, April 2, 2010 / Notices 16845 

5For purposes of this exemption, references to 

section 406 of ERISA should be read, unless 

otherwise specified, to refer to the corresponding 

provisions of section 4975 of the Code. 

cover letter from the applicant, the 

supplemental statement (the 

Supplemental Statement), described at 

29 CFR 2570.43(b)(2) of the 

Department’s regulations, and a copy of 

the January 29, 2008, Notice to all Unit 

holders was sent on December 1, 2009, 

to all interested persons. However, in a 

telephone call on February 3, 2010, the 

applicant informed the Department that 

page 58997 was inadvertently omitted 

from the copy of the Notice that was 

sent to all interested persons. In light of 

the fact that notification to these 

interested persons was defective and in 

order to allow all such interested 

persons the benefit of the full thirty (30) 

day comment period, the Department 

required, and the applicant agreed to, an 

extension of the deadline within which 

all interested persons could comment 

and/or request a hearing on the 

proposed exemption. In this regard, in 

accordance with the Department’s 

instructions, the applicant sent a cover 

letter on February 4, 2009, to all 

interested persons informing such 

interested persons of the omission of 

page 58997 from the Notice, and of the 

extension of the comment period until 

March 5, 2010. Accompanying the 

February 4, cover letter, was a copy of 

the Notice, including page 58997, a 

copy of the Supplemental Statement, 

and a copy of the January 29, 2008, 

Notice to all Unit holders. 

During the comment period, the 

Department received no requests for 

hearing. However, the Department did 

receive a comment letter on March 11, 

2010, from the applicant, Ivy. In the 

comment letter, the applicant requested 

two changes/clarifications to the 

Summary of Facts and Representations 

(SFR), as published in the Notice in the 

Federal Register. The applicant’s 

requested changes/clarifications to the 

SFR are discussed, below, in an order 

that corresponds to the appearance of 

the relevant language in the Notice. 

1. The applicant has requested a 

change in representation 1, as set forth 

in the SFR on page 58997, column 2, 

lines 26–27 in the Notice. In this regard, 

the sentence in the Notice which 

indicates that the applicant’s principal 

place of business is located in Garden 

City, New York should be changed to 

reflect the fact that the applicant’s 

principal place of business has moved 

to Jericho, New York. 

The Department concurs with the 

applicant’s requested change. 

2. The applicant has requested a 

clarification of the language in the third 

paragraph of representation 3, as set 

forth in the SFR on page 58997, column 

3, lines 7–13 in the Notice. In this 

regard, the third paragraph of 

representation 3 in the Notice reads, as 

follows: 

The Retirement Fund is the only holder of 

Class E units. The Retirement Fund invested 

$25 million in Class E units in the Fund in 

1996 and over time has received in excess of 

$33,503,000 in distributions. Ivy does not 

receive any fees with respect to the Class E 

units. 

In this regard, the applicant wishes to 

clarify that the distributions in excess of 

$33,503,000 received by the Retirement 

Fund includes approximately $8.5 

million profit on such Retirement 

Fund’s original investment of $25 

million. 

The Department concurs with the 

applicant’s requested clarification. 

After full consideration and review of 

the entire record, including the written 

comment filed by the applicant, the 

Department has determined to grant the 

exemption, as corrected, and clarified 

above. Comments submitted by the 

applicant to the Department have been 

included as part of the public record of 

the exemption application. The 

complete application file (D–11492), 

including all supplemental submissions 

received by the Department, is available 

for public inspection in the Public 

Documents Room of the Employee 

Benefits Security Administration, Room 

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

Constitution Avenue, NW., Washington, 

DC 20210. 

For a more complete statement of the 

facts and representations supporting the 

Department’s decision to grant this 

exemption refer to the Notice of 

Exemption published on November 16, 

2009, at 74 FR 58996. 

FOR FURTHER INFORMATION CONTACT: Ms. 

Angelena C. Le Blanc of the Department, 

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

a toll-free number.) 

Deutsche Bank AG and Its Affiliates 

(together, Deutsche Bank or the 

Applicant) 

Located in New York, New York 

[Prohibited Transaction Exemption 

2010–10; Exemption Application No. 

D–11518] 

Exemption 

Section I. Sales of Auction Rate 

Securities From Plans to Deutsche Bank: 

Unrelated to a Settlement Agreement 

Effective February 1, 2008, the 

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

(D) and section 406(b)(1) and (2) of the 

Act and the sanctions resulting from the 

application of section 4975 of the Code, 

by reason of section 4975(c)(1)(A), (D), 

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

the sale by a Plan (as defined in Section 

V(e)) of an Auction Rate Security (as 

defined in Section V(c)) to Deutsche 

Bank, where such sale (an Unrelated 

Sale) is unrelated to, and not made in 

connection with, a Settlement 

Agreement (as defined in Section V(f)), 

provided that the conditions set forth in 

Section II have been met.5

Section II. Conditions Applicable to 

Transactions Described in Section I 

The transactions described in Section 

I of this exemption are subject to the 

following conditions: 

(a) The Plan acquired the Auction 

Rate Security in connection with 

brokerage or advisory services provided 

by Deutsche Bank; 

(b) The last auction for the Auction 

Rate Security was unsuccessful; 

(c) Except in the case of a Plan 

sponsored by Deutsche Bank for its own 

employees (a Deutsche Bank Plan), the 

Unrelated Sale is made pursuant to a 

written offer by Deutsche Bank (the 

Offer) containing all of the material 

terms of the Unrelated Sale, including, 

but not limited to the most recent rate 

information for the Auction Rate 

Security (if reliable information is 

available). Either the Offer or other 

materials available to the Plan provide 

the identity and par value of the 

Auction Rate Security. Notwithstanding 

the foregoing, in the case of a pooled 

fund maintained or advised by Deutsche 

Bank, this condition shall be deemed 

met to the extent each Plan invested in 

the pooled fund (other than a Deutsche 

Bank Plan) receives written notice 

regarding the Unrelated Sale, where 

such notice contains the material terms 

of the Unrelated Sale (including, but not 

limited to, the material terms described 

in the preceding sentence); 

(d) The Unrelated Sale is for no 

consideration other than cash payment 

against prompt delivery of the Auction 

Rate Security; 

(e) The sales price for the Auction 

Rate Security is equal to the par value 

of the Auction Rate Security, plus any 

accrued but unpaid interest or 

dividends; 

(f) The Plan does not waive any rights 

or claims in connection with the 

Unrelated Sale; 

(g) The decision to accept the Offer or 

retain the Auction Rate Security is made 

by a Plan fiduciary or Plan participant 

or IRA owner who is independent (as 

defined in Section V(d)) of Deutsche 

Bank. Notwithstanding the foregoing: (1) 

In the case of an individual retirement 

account (an IRA, as described in Section 

V(e) below) which is beneficially owned 

mstockstill on DSKH9S0YB1PROD with NOTICES

16846 Federal Register / Vol. 75, No. 63 / Friday, April 2, 2010 / Notices 

6The Department notes that the Act’s general 

standards of fiduciary conduct also apply to the 

transactions described herein. In this regard, section 

404 requires, among other things, that a fiduciary 

discharge his duties respecting a plan solely in the 

interest of the plan’s participants and beneficiaries 

and in a prudent manner. Accordingly, a plan 

fiduciary must act prudently with respect to, among 

other things, the decision to sell the Auction Rate 

Security to Deutsche Bank for the par value of the 

Auction Rate Security, plus any accrued but unpaid 

interest or dividends. The Department further 

emphasizes that it expects Plan fiduciaries, prior to 

entering into any of the transactions, to fully 

understand the risks associated with this type of 

transaction following disclosure by Deutsche Bank 

of all relevant information. 

by an employee, officer, director or 

partner of Deutsche Bank, the decision 

to accept the Offer or retain the Auction 

Rate Security may be made by such 

employee, officer, director or partner; or 

(2) in the case of a Deutsche Bank Plan 

or a pooled fund maintained or advised 

by Deutsche Bank, the decision to 

accept the Offer may be made by 

Deutsche Bank after Deutsche Bank has 

determined that such purchase is in the 

best interest of the Deutsche Bank Plan 

or pooled fund; 6

(h) Except in the case of a Deutsche 

Bank Plan or a pooled fund maintained 

or advised by Deutsche Bank, neither 

Deutsche Bank nor any affiliate 

exercises investment discretion or 

renders investment advice within the 

meaning of 29 CFR 2510.3–21(c) with 

respect to the decision to accept the 

Offer or retain the Auction Rate 

Security; 

(i) The Plan does not pay any 

commissions or transaction costs with 

respect to the Unrelated Sale; 

(j) The Unrelated Sale is not part of an 

arrangement, agreement or 

understanding designed to benefit a 

party in interest to the Plan; 

(k) Deutsche Bank and its affiliates, as 

applicable, maintain, or cause to be 

maintained, for a period of six (6) years 

from the date of the Unrelated Sale, 

such records as are necessary to enable 

the persons described below in 

paragraph (l)(1), to determine whether 

the conditions of this exemption, if 

granted, have been met, except that— 

(1) No party in interest with respect 

to a Plan which engages in an Unrelated 

Sale, other than Deutsche Bank and its 

affiliates, as applicable, shall be subject 

to a civil penalty under section 502(i) of 

the Act or the taxes imposed by section 

4975(a) and (b) of the Code, if such 

records are not maintained, or not 

available for examination, as required, 

below, by paragraph (l)(1); and 

(2) A separate prohibited transaction 

shall not be considered to have occurred 

solely because, due to circumstances 

beyond the control of Deutsche Bank or 

its affiliates, as applicable, such records 

are lost or destroyed prior to the end of 

the six-year period; 

(l)(1) Except as provided below in 

paragraph (l)(2), and notwithstanding 

any provisions of subsections (a)(2) and 

(b) of section 504 of the Act, the records 

referred to above in paragraph (k) are 

unconditionally available at their 

customary location for examination 

during normal business hours by— 

(A) Any duly authorized employee or 

representative of the Department, the 

Internal Revenue Service, or the U.S. 

Securities and Exchange Commission; 

or 

(B) Any fiduciary of any Plan, 

including any IRA owner, that engages 

in a Sale, or any duly authorized 

employee or representative of such 

fiduciary; or 

(C) Any employer of participants and 

beneficiaries and any employee 

organization whose members are 

covered by a Plan that engages in the 

Unrelated Sale, or any authorized 

employee or representative of these 

entities; 

(2) None of the persons described 

above in paragraph (l)(1)(B)–(C) shall be 

authorized to examine trade secrets of 

Deutsche Bank, or commercial or 

financial information which is 

privileged or confidential; and 

(3) Should Deutsche Bank refuse to 

disclose information on the basis that 

such information is exempt from 

disclosure, Deutsche Bank shall, by the 

close of the thirtieth (30th) day 

following the request, provide a written 

notice advising that person of the 

reasons for the refusal and that the 

Department may request such 

information. 

Section III. Sales of Auction Rate 

Securities From Plans to Deutsche Bank: 

Related to a Settlement Agreement 

Effective February 1, 2008, the 

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

(D) and section 406(b)(1) and (2) of the 

Act and the sanctions resulting from the 

application of section 4975 of the Code, 

by reason of section 4975(c)(1)(A), (D), 

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

the sale by a Plan of an Auction Rate 

Security to Deutsche Bank, where such 

sale (a Settlement Sale) is related to, and 

made in connection with, a Settlement 

Agreement, provided that the conditions 

set forth in Section IV have been met. 

Section IV. Conditions Applicable to 

Transactions Described in Section III 

The transactions described in Section 

III of this exemption are subject to the 

following conditions: 

(a) The terms and delivery of the Offer 

are consistent with the requirements set 

forth in the Settlement Agreement; 

(b) The Offer or other documents 

available to the Plan specifically 

describe, among other things: 

(1) How a Plan may determine: the 

Auction Rate Securities held by the Plan 

with Deutsche Bank, the purchase dates 

for the Auction Rate Securities, and (if 

reliable information is available) the 

most recent rate information for the 

Auction Rate Securities; 

(2) The number of shares and par 

value of the Auction Rate Securities 

available for purchase under the Offer; 

(3) The background of the Offer; 

(4) That participating in the Offer will 

not result in or constitute a waiver of 

any claim of the tendering Plan; 

(5) The methods and timing by which 

Plans may accept the Offer; 

(6) The purchase dates, or the manner 

of determining the purchase dates, for 

Auction Rate Securities tendered 

pursuant to the Offer; 

(7) The timing for acceptance by 

Deutsche Bank of tendered Auction Rate 

Securities; 

(8) The timing of payment for Auction 

Rate Securities accepted by Deutsche 

Bank for payment; 

(9) The methods and timing by which 

a Plan may elect to withdraw tendered 

Auction Rate Securities from the Offer; 

(10) The expiration date of the Offer; 

(11) The fact that Deutsche Bank may 

make purchases of Auction Rate 

Securities outside of the Offer and may 

otherwise buy, sell, hold or seek to 

restructure, redeem or otherwise 

dispose of the Auction Rate Securities; 

(12) A description of the risk factors 

relating to the Offer as Deutsche Bank 

deems appropriate; 

(13) How to obtain additional 

information concerning the Offer; and 

(14) The manner in which 

information concerning material 

amendments or changes to the Offer will 

be communicated to affected Plans. 

(c) The terms of the Settlement Sale 

are consistent with the requirements set 

forth in the Settlement Agreement; and 

(d) All of the conditions in Section II 

have been met. 

Section V. Definitions 

For purposes of this exemption: 

(a) The term ‘‘affiliate’’ means: Any 

person directly or indirectly, through 

one or more intermediaries, controlling, 

controlled by, or under common control 

with such other person; 

(b) The term ‘‘control’’ means: The 

power to exercise a controlling 

influence over the management or 

policies of a person other than an 

individual; 

(c) The term ‘‘Auction Rate Security’’ 

means a security that: 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 75, No. 63 / Friday, April 2, 2010 / Notices 16847 

(1) Is either a debt instrument 

(generally with a long-term nominal 

maturity) or preferred stock; and 

(2) Has an interest rate or dividend 

that is reset at specific intervals through 

a Dutch auction process; 

(d) A person is ‘‘independent’’ of 

Deutsche Bank if the person is: (1) Not 

Deutsche Bank or an affiliate; and (2) 

not a relative (as defined in ERISA 

section 3(15)) of the party engaging in 

the transaction; 

(e) The term ‘‘Plan’’ means: An 

individual retirement account or similar 

account described in section 

4975(e)(1)(B) through (F) of the Code (an 

IRA); an employee benefit plan as 

defined in section 3(3) of ERISA; or an 

entity holding plan assets within the 

meaning of 29 CFR 2510.3–101, as 

modified by ERISA section 3(42); and 

(f) The term ‘‘Settlement Agreement’’ 

means: A legal settlement involving 

Deutsche Bank and a U.S. state or 

federal authority that provides for the 

purchase of an Auction Rate Security by 

Deutsche Bank from a Plan. 

DATES: Effective Date: This exemption is 

effective as of February 1, 2008. 

After giving full consideration to the 

entire record, the Department has 

decided to grant the exemption, as 

described above. The complete 

application file is made available for 

public inspection in the Public 

Documents Room of the Employee 

Benefits Security Administration, Room 

N–1513, US Department of Labor, 200 

Constitution Avenue, NW., Washington, 

DC 20210. 

For a more complete statement of the 

facts and representations supporting the 

Department’s decision to grant this 

exemption refer to the Notice published 

on January 19, 2010, at 75 FR 3074. 

FOR FURTHER INFORMATION CONTACT: 

Warren Blinder of the Department, 

telephone (202) 693–8553. (This is not 

a toll-free number.) 

The Coca-Cola Company (TCCC) 

Located in Atlanta, Georgia 

[Prohibited Transaction Exemption 

2010–11; Exemption Application No. 

D–11555] 

Exemption 

The restrictions of section 406(a) and 

(b) of the Act shall not apply to the 

reinsurance of risks and the receipt of 

premiums therefrom by Red Re Inc. 

(Red Re), in connection with a medical 

stop-loss insurance policy sold by the 

Prudential Insurance Company of 

America (Prudential), or any successor 

insurance company to Prudential which 

is unrelated to TCCC, which would pay 

for certain benefits under the TCCC 

Retiree Health Plan (the Plan), provided 

the following conditions are met: 

(a) Red Re— 

(1) Is a party in interest with respect 

to the Plan by reason of a stock or 

partnership affiliation with TCCC that is 

described in section 3(14)(E) or (G) of 

the Act; 

(2) Is licensed to sell insurance or 

conduct reinsurance operations in at 

least one State as defined in section 

3(10) of the Act; 

(3) Has obtained a Certificate of 

Authority from the Insurance 

Commissioner of its domiciliary state 

that has not been revoked or suspended; 

(4)(A) Has undergone an examination 

by an independent certified public 

accountant for its last completed taxable 

year immediately prior to the taxable 

year of the reinsurance transaction; or 

(B) Has undergone a financial 

examination (within the meaning of the 

law of its domiciliary State) by the 

Insurance Commissioner of the State 

within 5 years prior to the end of the 

year preceding the year in which the 

reinsurance transaction occurred; and 

(5) Is licensed to conduct reinsurance 

transactions by a State whose law 

requires that an actuarial review of 

reserves be conducted annually by an 

independent firm of actuaries and 

reported to the appropriate regulatory 

authority; and 

(b) The Plan pays no more than 

adequate consideration for the 

insurance contracts; 

(c) No commissions are paid by the 

Plan with respect to the direct sale of 

such contracts or the reinsurance 

thereof; 

(d) In the initial year of any contract 

involving Red Re, there will be an 

immediate and objectively determined 

benefit to the Plan’s participants and 

beneficiaries in the form of increased 

benefits; 

(e) In subsequent years, should the 

relationship with Prudential be 

terminated, the formula used to 

calculate premiums by any successor 

insurer will be similar to formulae used 

by other insurers providing comparable 

stop-loss coverage under similar 

programs. Furthermore, the premium 

charge calculated in accordance with 

the formula will be reasonable and will 

be comparable to the premium charged 

by the insurer and its competitors with 

the same or a better rating providing the 

same coverage under comparable 

programs; 

(f) To the extent Red Re earns any 

profit due to favorable claims 

experience, such profit will be promptly 

returned to the Plan. 

(g) The Plan only contracts with 

insurers with a rating of A or better from 

A.M. Best Company. The reinsurance 

arrangement between the insurer and 

Red Re will be indemnity insurance 

only, i.e., the insurer will not be 

relieved of liability to the Plan should 

Red Re be unable or unwilling to cover 

any liability arising from the 

reinsurance arrangement; 

(h) The Plan retains an independent 

fiduciary (the Independent Fiduciary), 

at TCCC’s expense, to analyze the 

transactions and render an opinion that 

the requirements of sections (a) 

thorough (g) have been complied with. 

For purposes of this exemption, the 

Independent Fiduciary is a person who: 

(1) Is not directly or indirectly, 

through one or more intermediaries, 

controlling, controlled by, or under 

common control with TCCC or Red Re 

(this relationship hereinafter referred to 

as an ‘‘Affiliate’’); 

(2) Is not an officer, director, 

employee of, or partner in TCCC or Red 

Re (or any Affiliate of either); 

(3) Is not a corporation or partnership 

in which TCCC or Red Re has an 

ownership interest or is a partner; 

(4) Does not have an ownership 

interest in TCCC or Red Re, or any of 

either’s Affiliates; 

(5) Is not a fiduciary with respect to 

the Plan prior to the appointment; and 

(6) Has acknowledged in writing 

acceptance of fiduciary responsibility 

and has agreed not to participate in any 

decision with respect to any transaction 

in which the Independent Fiduciary has 

an interest that might affect its best 

judgment as a fiduciary. 

For purposes of this definition of an 

‘‘Independent Fiduciary,’’ no 

organization or individual may serve as 

an Independent Fiduciary for any fiscal 

year if the gross income received by 

such organization or individual (or 

partnership or corporation of which 

such individual is an officer, director, or 

10 percent or more partner or 

shareholder) from TCCC, Red Re, or 

their Affiliates (including amounts 

received for services as Independent 

Fiduciary under any prohibited 

transaction exemption granted by the 

Department) for that fiscal year exceeds 

3 percent of that organization or 

individual’s annual gross income from 

all sources for the prior fiscal year. 

In addition, no organization or 

individual who is an Independent 

Fiduciary, and no partnership or 

corporation of which such organization 

or individual is an officer, director, or 

10 percent or more partner or 

shareholder, may acquire any property 

from, sell any property to, or borrow 

funds from TCCC, Red Re, or their 

Affiliates during the period that such 

organization or individual serves as 

Independent Fiduciary, and continuing 

for a period of six months after such 

mstockstill on DSKH9S0YB1PROD with NOTICES

16848 Federal Register / Vol. 75, No. 63 / Friday, April 2, 2010 / Notices 

organization or individual ceases to be 

an Independent Fiduciary, or negotiates 

any such transaction during the period 

that such organization or individual 

serves as Independent Fiduciary. 

For a more complete statement of the 

facts and representations supporting the 

Department’s decision to grant this 

exemption, refer to the notice of 

proposed exemption published on 

December 22, 2009 at 74 FR 68106. 

Written Comments and Hearing 

Requests 

During the comment period, the 

Department received approximately 30 

telephone calls and three written 

comments in response to the notice of 

proposed exemption, one of which also 

requested a hearing. The request for a 

hearing was subsequently withdrawn. 

The telephone calls and written 

comments raised no substantive issues, 

but rather reflected the commenters’ 

failure to fully understand the notice of 

proposed exemption or the effect of the 

proposed exemption on the 

commenters’ health care benefits. The 

Department provided explanations to 

each of the commentators by telephone, 

and each was satisfied with the 

responses provided by the Department. 

The Department has given full 

consideration to the entire record, 

including the comment letters received. 

Because the comments were not 

germane to the subject matter of the 

proposed exemption, the Department 

has determined to grant the exemption 

as it was proposed. 

FOR FURTHER INFORMATION CONTACT: Gary 

H. Lefkowitz of the Department, 

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

a toll-free number.) 

General Information 

The attention of interested persons is 

directed to the following: 

(1) The fact that a transaction is the 

subject of an exemption under section 

408(a) of the Act and/or section 

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

a fiduciary or other party in interest or 

disqualified person from certain other 

provisions to which the exemption does 

not apply and the general fiduciary 

responsibility provisions of section 404 

of the Act, which among other things 

require a fiduciary to discharge his 

duties respecting the plan solely in the 

interest of the participants and 

beneficiaries of the plan and in a 

prudent fashion in accordance with 

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

it affect the requirement of section 

401(a) of the Code that the plan must 

operate for the exclusive benefit of the 

employees of the employer maintaining 

the plan and their beneficiaries; 

(2) This exemption is supplemental to 

and not in derogation of, any other 

provisions of the Act and/or the Code, 

including statutory or administrative 

exemptions and transactional rules. 

Furthermore, the fact that a transaction 

is subject to an administrative or 

statutory exemption is not dispositive of 

whether the transaction is in fact a 

prohibited transaction; and 

(3) The availability of this exemption 

is subject to the express condition that 

the material facts and representations 

contained in the application accurately 

describes all material terms of the 

transaction which is the subject of the 

exemption. 

Signed at Washington, DC, this 30th day of 

March, 2010. 

Ivan Strasfeld, 

Director of Exemption Determinations, 

Employee Benefits Security Administration, 

U.S. Department of Labor. 

[FR Doc. 2010–7446 Filed 4–1–10; 8:45 am] 

BILLING CODE 4510–29–P 

DEPARTMENT OF LABOR 

Employee Benefits Security 

Administration 

Application Nos. and Proposed 

Exemptions; D–11533 and D–11534; 

CUNA Mutual Pension Plan for NonRepresented Employees (Together, the 

Plans); and D–11565; Citizens Bank 

Wealth Management, N.A., et al. 

AGENCY: Employee Benefits Security 

Administration, Labor. 

ACTION: Notice of Proposed Exemptions. 

SUMMARY: This document contains 

notices of pendency before the 

Department of Labor (the Department) of 

proposed exemptions from certain of the 

prohibited transaction restrictions of the 

Employee Retirement Income Security 

Act of 1974 (ERISA or the Act) and/or 

the Internal Revenue Code of 1986 (the 

Code). 

Written Comments and Hearing 

Requests 

All interested persons are invited to 

submit written comments or requests for 

a hearing on the pending exemptions, 

unless otherwise stated in the Notice of 

Proposed Exemption, within 45 days 

from the date of publication of this 

Federal Register Notice. Comments and 

requests for a hearing should state: (1) 

The name, address, and telephone 

number of the person making the 

comment or request, and (2) the nature 

of the person’s interest in the exemption 

and the manner in which the person 

would be adversely affected by the 

exemption. A request for a hearing must 

also state the issues to be addressed and 

include a general description of the 

evidence to be presented at the hearing. 

ADDRESSES: All written comments and 

requests for a hearing (at least three 

copies) should be sent to the Employee 

Benefits Security Administration 

(EBSA), Office of Exemption 

Determinations, Room N–5700, U.S. 

Department of Labor, 200 Constitution 

Avenue, NW., Washington, DC 20210. 

Attention: Application No.ll, stated 

in each Notice of Proposed Exemption. 

Interested persons are also invited to 

submit comments and/or hearing 

requests to EBSA via e-mail or FAX. 

Any such comments or requests should 

be sent either by e-mail to: 

‘‘moffitt.betty@dol.gov’’, or by FAX to 

(202) 219–0204 by the end of the 

scheduled comment period. The 

applications for exemption and the 

comments received will be available for 

public inspection in the Public 

Documents Room of the Employee 

Benefits Security Administration, U.S. 

Department of Labor, Room N–1513, 

200 Constitution Avenue, NW., 

Washington, DC 20210. 

Warning: If you submit written comments 

or hearing requests, do not include any 

personally-identifiable or confidential 

business information that you do not want to 

be publicly-disclosed. All comments and 

hearing requests are posted on the Internet 

exactly as they are received, and they can be 

retrieved by most Internet search engines. 

The Department will make no deletions, 

modifications or redactions to the comments 

or hearing requests received, as they are 

public records. 

Notice to Interested Persons 

Notice of the proposed exemptions 

will be provided to all interested 

persons in the manner agreed upon by 

the applicant and the Department 

within 15 days of the date of publication 

in the Federal Register. Such notice 

shall include a copy of the notice of 

proposed exemption as published in the 

Federal Register and shall inform 

interested persons of their right to 

comment and to request a hearing 

(where appropriate). 

SUPPLEMENTARY INFORMATION: The 

proposed exemptions were requested in 

applications filed pursuant to section 

408(a) of the Act and/or section 

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

accordance with procedures set forth in 

29 CFR Part 2570, Subpart B (55 FR 

32836, 32847, August 10, 1990). 

Effective December 31, 1978, section 

102 of Reorganization Plan No. 4 of 

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

the authority of the Secretary of the 

Treasury to issue exemptions of the type 

mstockstill on DSKH9S0YB1PROD with NOTICES