Federal Register / Vol. 88, No. 189 / Monday, October 2, 2023 / Notices 67815 

1The procedures for requesting an exemption are 

set forth in 29 CFR part 2570, subpart B (76 FR 

66637, 66644, October 27, 2011). 

2As of the Record Date, July 6, 2020, the closing 

price for Oxy common stock on the NYSE was 

$18.18 per share. 

The meeting will begin at 12:00 p.m. 

and end at approximately 6:00 p.m. The 

purpose of the open meeting is for the 

members of the ERISA Advisory 

Council to discuss potential 

recommendations for the Secretary of 

Labor on the issues of: (1) Long-Term 

Disability Benefits and Mental Health 

Disparity, and (2) Recordkeeping in the 

Electronic Age. Descriptions of the 2023 

study topics are available on the ERISA 

Advisory Council’s web page at https:// 

www.dol.gov/agencies/ebsa/about-ebsa/ 

about-us/erisa-advisory-council. 

Instructions for public access to the 

teleconference meeting will be available 

on the ERISA Advisory Council’s web 

page at https://www.dol.gov/agencies/ 

ebsa/about-ebsa/about-us/erisaadvisory-council prior to the meeting. 

Organizations or members of the 

public wishing to submit a written 

statement on the 2023 study topics may 

do so on or before Monday, October 23, 

2023, to Christine Donahue, Executive 

Secretary, ERISA Advisory Council. 

Statements should be transmitted 

electronically as an email attachment in 

text or pdf format to donahue.christine@

dol.gov. Statements transmitted 

electronically that are included in the 

body of the email will not be accepted. 

Relevant statements received on or 

before Monday, October 23, 2023, will 

be included in the record of the meeting 

and made available through the 

Employee Benefits Security 

Administration Public Disclosure Room. 

No deletions, modifications, or 

redactions will be made to the 

statements received as they are public 

records. Warning: Do not include any 

personally identifiable or confidential 

business information that you do not 

want publicly disclosed. 

Individuals or representatives of 

organizations interested in addressing 

the ERISA Advisory Council at the 

public meeting should forward their 

requests to the Executive Secretary on or 

before Monday, October 23, 2023, via 

email to donahue.christine@dol.gov. 

Any oral presentation to the Council 

will be limited to ten minutes, but as 

indicated above, an extended written 

statement may be submitted for the 

record on or before October 23, 2023. 

Individuals who need special 

accommodations should contact the 

Executive Secretary on or before 

Monday, October 23, 2023, via email to 

donahue.christine@dol.gov or by 

telephoning (202) 693–8641. 

For more information about the 

meeting, contact the Executive Secretary 

at the address or telephone number 

above. 

Signed at Washington, DC, this 27th day of 

September, 2023. 

Lisa M. Gomez, 

Assistant Secretary, Employee Benefits 

Security Administration. 

[FR Doc. 2023–21688 Filed 9–29–23; 8:45 am] 

BILLING CODE 4510–29–P 

DEPARTMENT OF LABOR 

Employee Benefits Security 

Administration 

[Prohibited Transaction Exemption 2023– 

20; Exemption Application Nos. D–12032 

and D–12033] 

Exemption From Certain Prohibited 

Transaction Restrictions Involving the 

Occidental Petroleum Corporation 

Savings Plan and the Anadarko 

Employee Savings Plan Located in 

Houston, TX 

AGENCY: Employee Benefits Security 

Administration, Labor. 

ACTION: Notice of exemption. 

SUMMARY: This document contains a 

notice of exemption issued by the 

Department of Labor (the Department) 

from certain prohibited transaction 

restrictions of the Employee Retirement 

Income Security Act of 1974. The 

exemption permits: (1) the acquisition, 

on August 3, 2020, by the Occidental 

Petroleum Corporation Savings Plan 

(the Oxy Plan) and the Anadarko 

Employee Savings Plan (the Anadarko 

Plan; together, the Plans), of stock 

warrants (the Warrants) issued by 

Occidental Petroleum Company, a party 

in interest with respect to the Plans; and 

(2) the holding of the Warrants. 

DATES: This exemption will be in effect 

for the period beginning August 3, 2020, 

through August 12, 2027. 

FOR FURTHER INFORMATION CONTACT: Mrs. 

Blessed Chuksorji-Keefe of the 

Department at (202) 693–8567. (This is 

not a toll-free number). 

SUPPLEMENTARY INFORMATION: The Plans 

requested an exemption pursuant to 

ERISA Section 408(a) and supplemented 

the request with certain additional 

information that has been made a part 

of the public record.1 On February 9, 

2023, the Department published a notice 

of proposed exemption in the Federal 

Register at 88 FR 8472. 

Based on the record, the Department 

has determined to grant the proposed 

exemption. This exemption provides 

only the relief specified herein. It 

provides no relief from violations of any 

law other than the prohibited 

transaction provisions of ERISA, as 

expressly stated herein. 

The Department makes the requisite 

findings under ERISA Section 408(a) 

based on the Applicants’ adherence to 

all the conditions of the exemption. 

Accordingly, affected parties should be 

aware that the conditions incorporated 

in this exemption are, taken 

individually and as a whole, necessary 

for the Department to grant the relief 

requested by the Applicants. Absent 

these conditions, the Department would 

not have granted this exemption. 

Background 

As discussed in greater detail in the 

proposed exemption, the Applicants 

are: (a) the Occidental Petroleum 

Corporation (Occidental or Oxy); (b) the 

Anadarko Petroleum Corporation 

(Anadarko), a wholly owned subsidiary 

of Oxy; and (c) the Plans, which are 

sponsored by Oxy and Anadarko, 

respectively. 

On June 26, 2020, Oxy announced 

that its Board of Directors had declared 

a distribution of Warrants to holders of 

Oxy common stock on the record date 

(Record Date) of July 6, 2020. The 

Warrants have a seven-year term and 

expire on August 3, 2027. Recipients 

may exercise the Warrants to purchase 

additional shares of Oxy common stock 

at the exercise price of $22 per share or 

sell the Warrants at the prevailing 

market price on the NYSE.2

On August 3, 2020, Oxy distributed 

the Warrants. Stockholders of record, 

including the Plans, received 1/8th 

(12.5%) of a Warrant for each share of 

Oxy common stock they held as of July 

6, 2020. Each Oxy common stockholder, 

including the Plans, received the same 

proportionate number of Warrants based 

on the number of shares of Oxy common 

stock held as of July 6, 2020. The Plans 

and the other stockholders received the 

Warrants automatically, without any 

action on their part, because of Oxy’s 

unilateral and independent corporate 

act. 

The Oxy Plan received 1,476,172 

Warrants based on its holding of 

11,809,376 shares of Oxy common 

stock. The Anadarko Plan received 

26,601 Warrants based on its holding of 

212,813 shares of Oxy common stock. 

Each Plan established a Warrant account 

to reflect their respective participants’ 

proportionate interest in the Warrants. 

All stockholders, including each Plan 

participant, received 1/8th of a Warrant 

for every share of common stock of 


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67816 Federal Register / Vol. 88, No. 189 / Monday, October 2, 2023 / Notices 

which they were the record holder as of 

July 6, 2020. 

The Applicants represent that all 

decisions regarding whether to hold, 

sell, or exercise the Warrants by the 

Plans were made by Fiduciary 

Counselors Inc. (FCI), a qualified 

independent fiduciary within the 

meaning of 29 CFR 2570.31(j), while 

acting solely in the interests of the Plans 

and their participants and beneficiaries 

and in accordance with the Plans’ 

provisions. 

As described in the proposed 

exemption, FCI sold the Oxy Plan’s 

1,476,172 Warrants in ‘‘blind 

transactions’’ on the NYSE over the 

course of five trading dates (August 6, 

7, 10, 11, and 12, 2020) for gross 

proceeds of $6,332,184.28 which were 

proportionately allocated to the Plan 

accounts of the affected participants in 

the Oxy Stock Fund (and reinvested in 

such participants’ accounts in the Oxy 

Stock Fund). FCI sold the Anadarko 

Plan’s 26,601 Warrants in ‘‘blind 

transactions’’ on the NYSE on August 

10, 2020, for proceeds of $115,538.88. 

Because the Anadarko Plan was frozen 

to new investments, the proceeds from 

the sale were proportionately credited to 

the affected participants through the 

Anadarko Plan’s qualified designated 

investment alternative. At the time of 

the sales of the Warrants by FCI, a share 

of Oxy Stock ranged from $15.23 on 

August 6, 2020 to $14.71 on August 12, 

2020. The Warrants had an exercise 

price of $22.00 per share. 

The Applicants requested an 

exemption to permit the acquisition and 

holding by the Plans of the Warrants 

that were issued by Oxy, a party in 

interest with respect to the Plans. An 

exemption is necessary because the 

acquisition and holding of the Warrants 

by the Plans is prohibited under ERISA 

and the Code. 

On February 9, 2023, the Department 

published a notice of proposed 

exemption in the Federal Register that 

would permit the Plans’ acquisition and 

holding of the Warrants. The 

exemption’s protective conditions 

include a requirement that FCI represent 

the Plans’ interests for all purposes with 

respect to the acquisition and holding of 

the Warrants, and that no brokerage 

fees, commissions, subscription fees, or 

other charges were paid by the Plans 

with respect to the acquisition and 

holding of the Warrants. In addition, 

FCI’s responsibilities included 

determining whether and when to 

exercise or sell each Warrant held by the 

Plans. 

As discussed below, the Department 

finds that the favorable terms of the 

acquisition and holding of the Warrants 

by the Plans, combined with the 

protective conditions included in this 

exemption, are appropriately protective 

and in the interest of the Plans and their 

participants to support the granting of 

this exemption. 

Comments Received Regarding the 

Proposed Exemption 

In the proposed exemption, the 

Department invited all interested 

persons to submit written comments 

and/or requests for a public hearing 

with respect to the proposed exemption 

by March 27, 2023. During the comment 

period, the Department received nine 

written comments from seven Plan 

participants (and a comment from FCI 

that is part of an email exchange 

between FCI and one of the 

aforementioned commenters, a retired 

Plan participant). The Department did 

not receive a request for a public 

hearing from any Plan participant. 

Comments 

1. Commenter Requests That the Oxy 

Warrants Be Returned to His Account 

One Plan participant submitted three 

of the nine comments, in which they 

expressed their opposition to the sale of 

the Warrants from the participant’s 

401(k) account. The Plan participant 

insisted that they ‘‘had no intention of 

selling these [W]arrants as they had a 7- 

year time value,’’ and demanded that 

the Warrants be returned to his account. 

After it received this comment, the 

Department requested that the Plans’ 

representative submit a response to 

these three comments to the 

Department. The Department also 

requested that FCI contact the Plan 

participant directly to address his 

concerns. 

Applicant’s Response: The Plans’ 

representative, an attorney for the Plan, 

reported to the Department that the 

participant’s concerns were related to 

FCI’s decision to sell the Warrants. The 

representative stated that she believes 

the commenter’s concerns were 

appropriately addressed in the 

exemption application and FCI’s report. 

Specifically, as explained in the 

application, the Oxy Stock Fund in each 

of the Plans is a unitized fund in which 

contributions allocated to participants’ 

Oxy Stock Fund accounts reflect their 

unit interest in the Oxy common stock 

held by the Oxy Plan; i.e., the Plans own 

the stock and the participants receive an 

allocated interest in the value of the 

Fund. According to the representative 

the Plans were amended to provide that 

participants invested in the Stock Fund 

were to receive an allocated 

proportionate interest in the warrants 

received by the Plans based on the 

participant’s Oxy Stock Fund units on 

July 6, 2020, the record date. The Plans 

were also amended to provide that an 

independent fiduciary would make 

decisions with respect to whether to sell 

or exercise the warrants and if the 

decision were to sell, the proceeds 

would be allocated to the participant’s 

account and invested in the Stock Fund 

(for the Oxy Plan) or invested in the 

then-designated qualified default 

investment alternative applicable for 

such Participants (for the Anadarko Plan 

in light of its termination).’’ The 

representative also stated that FCI’s 

report, which was summarized in the 

proposed exemption and discussed with 

the Department before the proposal was 

published, explains FCI’s decisionmaking process with respect to its 

decision to sell the warrants. 

FCI’s Response: FCI contacted the 

Plan participant directly by sending a 

letter explaining that the Plans’ decision 

to require FCI to make decisions 

concerning the Warrants rather than 

passing-through that decision to each of 

the participants is supported by 

administrative and cost reasons. The 

letter also explained FCI’s decisionmaking process with respect to the 

decision to sell the Warrants and 

acknowledged that while the participant 

may have made a different decision 

regarding the Warrants received as a 

result of its holdings in the Oxy Stock 

Fund in the Oxy Plan, FCI’s fiduciary 

responsibility was to make a prudent 

decision in the interest of all 

participants with respect to the 

Warrants received as a result of their 

holdings in the Oxy Stock Fund through 

the Plan. FCI said that it made a prudent 

decision that considered all of the 

factors involved, including the terms of 

the Plans, the fact that the Warrants 

were more volatile than Oxy stock and 

thus less appropriate as a plan 

investment, and the fact that the 

proceeds of the sale of the Warrants 

held by the Oxy Plan were to be 

reinvested in the Oxy Stock Fund. 

Department’s Response: After 

reviewing the Commenter’s request and 

the Applicant’s response, the 

Department concurs that the application 

and FCI’s Report addresses the issues 

raised by the commenter. The 

Department also notes that it considered 

the information contained in the 

application and FCI’s Report, in their 

totality, in order to make the 

Department’s requisite findings under 

ERISA Section 408(a). This includes a 

finding that the acquisition and holding 

by the Plans of the Warrants was in the 

interest of, and protective of, the Plans. 

However, the relief in this exemption 


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Federal Register / Vol. 88, No. 189 / Monday, October 2, 2023 / Notices 67817 

3 88 FR 8472 (2/9/2023). 

does not extend to ERISA Section 404, 

and no inference should be drawn from 

the fact that the Department is not 

opining on FCI’s statement that it acted 

prudently on behalf of the Plans. 

2. Plan Participants Seek Clarification or 

Express Their Opinions Regarding the 

Proposed Exemption 

Four comments were submitted 

anonymously. Six commenters, 

including the four anonymous 

commenters, either expressed their 

opinions about whether the proposed 

exemption should be granted, or they 

sought clarification regarding how the 

exemption would affect their benefits. 

Department’s Response: The 

Department explained the proposed 

exemption to each of the nonanonymous commenters, via phone or 

email. However, the Department was 

unable to directly respond to the four 

Plan participants who submitted their 

comments anonymously. 

The complete application files (D– 

12032 and D–12033) are available for 

public inspection in the Public 

Disclosure Room of the Employee 

Benefits Security Administration, Room 

N–1515, 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 proposed 

exemption.3

Accordingly, after considering the 

entire record developed in connection 

with the Applicants’ exemption 

application, the Department has 

determined to grant the exemption 

described below. 

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 ERISA 

Section 408(a) does not relieve a 

fiduciary or other party in interest from 

certain requirements of other ERISA 

provisions, including any prohibited 

transaction provisions to which the 

exemption does not apply and the 

general fiduciary responsibility 

provisions of ERISA Section 404, which, 

among other things, require a fiduciary 

to discharge his or her duties respecting 

the plan solely in the interest of the 

plan’s participants and beneficiaries and 

in a prudent fashion in accordance with 

ERISA Section 404(a)(1)(B). 

(2) As required by ERISA Section 

408(a), the Department hereby finds that 

the exemption is: (a) administratively 

feasible; (b) in the interests of affected 

plans and of their participants and 

beneficiaries; and (c) protective of the 

rights of participants and beneficiaries 

of the plans. 

(3) This exemption is supplemental to 

and not in derogation of any other 

ERISA provisions, 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 to determining whether 

the transaction is in fact a prohibited 

transaction. 

(4) The availability of this exemption 

is subject to the express condition that 

the material facts and representations 

contained in the application accurately 

describe all material terms of the 

transactions that are the subject of the 

exemption. 

Accordingly, the Department grants 

the following exemption under the 

authority of ERISA Section 408(a)in 

accordance with the procedures set 

forth in 29 CFR part 2570, subpart B (76 

FR 66637, 66644, October 27, 2011): 

Exemption 

Section I. Covered Transactions 

The restrictions of ERISA Sections 

406(a)(1)(E), 406(a)(2) and 407(a)(1)(A), 

does not apply to the acquisition and 

holding by the Plans of Warrants, issued 

by Oxy, provided the conditions set 

forth in Section II below have been met. 

Section II. Conditions 

(a) The Warrants were issued by Oxy 

to all Oxy common stockholders, 

including the Plans; 

(b) All Oxy common stockholders, 

including the Plans, were treated in the 

same manner with respect to the 

acquisition and holding of the Warrants; 

(c) All Oxy common stockholders, 

including the Plans, were issued the 

same proportionate number of Warrants 

based on the number of shares of Oxy 

common stock held by such 

stockholder; 

(d) The Plans’ acquisition of the 

Warrants was a result of a unilateral and 

independent corporate act of Oxy 

without any participation by the Plans; 

(e) All decisions regarding whether to 

hold, sell, or exercise the Warrants by 

the Plans were made by FCI while 

acting solely in the interests of the Plans 

and their participants and beneficiaries 

and in accordance with the Plan’s 

provisions; 

(f) FCI determined that it was 

protective and in the interests of the 

Plans and their participants and 

beneficiaries to sell all of the Warrants 

received by the Plans in blind 

transactions on the NYSE; 

(g) FCI will provide a written 

statement to the Department 

demonstrating that the covered 

transactions have met all of the 

exemption conditions within 90 days 

after the exemption is granted; 

(h) No brokerage fees, commissions, 

subscription fees, or other charges were 

paid by the Plans to Oxy with respect 

to the acquisition and holding of the 

Warrants, nor were they paid to any 

affiliate of Oxy or FCI with respect to 

the sale of the Warrants; 

(i) No party related to this exemption 

application has or will indemnify FCI, 

in whole or in part, for negligence and/ 

or any violation of state or federal law 

that may be attributable to FCI in 

performing its duties overseeing the 

transaction. In addition, no contract or 

instrument may purport to waive FCI’s 

liability under state or federal law for 

any such violations; and 

(j) Each Plan participant received the 

entire amount they were due with 

respect to the acquisition of the 

Warrants and the sale of the Warrants. 

Effective Date: This exemption will be 

in effect for the period beginning August 

3, 2020, through August 12, 2027. 

George Christopher Cosby, 

Director Office of Exemption Determinations, 

Employee Benefits Security Administration, 

U.S. Department of Labor. 

[FR Doc. 2023–21732 Filed 9–29–23; 8:45 am] 

BILLING CODE 4510–29–P 

DEPARTMENT OF LABOR 

Employee Benefits Security 

Administration 

[Prohibited Transaction Exemption 2023– 

19; Exemption Application No. D–12003] 

Exemption From Certain Prohibited 

Transaction Restrictions Involving the 

Mitsubishi UFJ Trust and Banking 

Corporation Located in New York, NY 

AGENCY: Employee Benefits Security 

Administration, Labor. 

ACTION: Notice of exemption. 

SUMMARY: This document contains a 

notice of an exemption 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). The exemption 

permits certain transactions arising from 

credit arrangements involving 

Mitsubishi UFJ Trust and Banking 

Corporation (the Applicant or MUTB) 

and investment funds in which 

employee benefit plans invest. 


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