Notice of Proposed Exemption Involving Deutsche Bank AG (Deutsche Bank or the Applicant); Located in Frankfurt, Germany, 51314-51321 [2015-20852]

Agencies

• Employee Benefits Security Administration
• DEPARTMENT OF LABOR

[Federal Register Volume 80, Number 163 (Monday, August 24, 2015)]
[Notices]
[Pages 51314-51321]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-20852]



[[Page 51314]]

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DEPARTMENT OF LABOR

Employee Benefits Security Administration

[Application No. D-11696]


Notice of Proposed Exemption Involving Deutsche Bank AG (Deutsche 
Bank or the Applicant); Located in Frankfurt, Germany

AGENCY: Employee Benefits Security Administration, Labor.

ACTION: Notice of proposed temporary exemption.

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SUMMARY: This document contains a notice of pendency before the 
Department of Labor (the Department) of a proposed temporary individual 
exemption from certain prohibited transaction restrictions of the 
Employee Retirement Income Security Act of 1974, as amended (ERISA), 
and the Internal Revenue Code of 1986, as amended (the Code). The 
proposed exemption, if granted, would affect the ability of certain 
entities with specified relationships to Deutsche Bank to continue to 
rely upon the relief provided by Prohibited Transaction Class Exemption 
84-14.

DATES: Effective Date: If granted, this proposed exemption will be 
effective for a period of nine months, beginning on the date (the 
Conviction Date) that a judgment of conviction against Deutsche 
Securities Korea Co. (Deutsche Securities Korea Co. or DSK) is entered 
in Seoul Central District Court, relating to charges filed against DSK 
under Articles 176, 443, and 448 of South Korea's Financial Investment 
Services and Capital Markets Act for spot/futures-linked market price 
manipulation.

DATES: Written comments and requests for a public hearing on the 
proposed exemption should be submitted to the Department within seven 
days from the date of publication of this Federal Register Notice.

ADDRESSES: 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. A request for a 
hearing can be requested by any interested person who may be adversely 
affected by an 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 
where: (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.
    All written comments and requests for a public hearing concerning 
the proposed exemption should be directed to the following addresses: 
Office of Exemption Determinations, Employee Benefits Security 
Administration, Suite 400, U.S. Department of Labor, 200 Constitution 
Avenue NW., Washington, DC 20210, Attention: Application No. D-11696. 
Interested persons may also submit comments and/or hearing requests to 
EBSA via email to moffitt.betty@dol.gov, by FAX to (202) 219-0204, or 
online through https://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.
    Warning: All comments received will be included in the public 
record without change and may be made available online at https://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 https://www.regulations.gov Web site 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 https://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.

FOR FURTHER INFORMATION CONTACT: Scott Ness, telephone (202) 693-8561, 
Office of Exemption Determinations, Employee Benefits Security 
Administration, U.S. Department of Labor (This is not a toll-free 
number).

SUPPLEMENTARY INFORMATION: If this proposed exemption is granted, the 
Department will require certain asset managers with specified 
relationships to Deutsche Bank to satisfy additional conditions 
designed to protect affected ERISA-covered plans and IRAs in order to 
rely on the relief provided by Prohibited Transaction Class Exemption 
84-14 (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)), in light of a judgment of 
conviction, in Seoul Central District Court, against Deutsche 
Securities Korea Co. on September 3, 2015, for spot/futures-linked 
market price manipulation. The proposed exemption has been requested by 
Deutsche Bank pursuant to section 408(a) of the ERISA and section 
4975(c)(2) of the Code, and in accordance with the procedures set forth 
in 29 CFR part 2570, subpart B (76 FR 66637, 66644, October 27, 2011). 
Effective December 31, 1978, section 102 of the Reorganization Plan No. 
4 of 1978, 5 U.S.C. App. at 672 (2006), transferred the authority of 
the Secretary of the Treasury to issue administrative exemptions under 
section 4975(c)(2) of the Code to the Secretary of Labor. Accordingly, 
this notice of proposed exemption is being issued solely by the 
Department.
    The Department is proposing this temporary exemption to protect 
plans that are managed by asset managers affiliated with DSK (the DB 
QPAMs), from incurring the costs and expenses that would likely arise 
if such managers are unable to rely on the relief provided by PTE 84-14 
as of the Conviction Date, which is expected to be September 3, 2015. 
In this regard, Section I(g) of PTE 84-14 precludes a person who may 
otherwise meet the definition of a QPAM from relying on the relief

[[Page 51315]]

provided by that class exemption if that person or its ``affiliate'' 
has, within 10 years immediately preceding the transaction, been either 
convicted or released from imprisonment, whichever is later, as a 
result of certain specified criminal activity described therein. This 
exemption, if granted, preserves the ability of DB QPAMs to continue to 
rely on the relief provided by PTE 84-14, notwithstanding a criminal 
conviction of DSK for market manipulation, for a period of nine months 
beginning on the Conviction Date, as long as the conditions herein are 
met.
    Following Deutsche Bank's submission of Exemption Application D-
11696, which is the subject of this proposed exemption (the First 
Request), Deutsche Bank made a separate exemption request, in Exemption 
Application D-11856 (the Second Request). The Second Request seeks 
exemptive relief for DB QPAMs to continue to rely on PTE 84-14 for a 
period of ten years, notwithstanding both: The criminal conviction of 
DSK for market manipulation; and the criminal conviction of a Deutsche 
Bank affiliate, DB Group Services UK Limited, for one count of wire 
fraud in connection with its alleged role in manipulating LIBOR.
    The Department has tentatively denied the Second Request, upon 
initially determining that the exemption sought is not in the interest 
of affected plans and IRAs, and not protective of those plans and IRAs. 
Fiduciaries of plans and IRAs with assets managed by a DB QPAM should 
be aware that if the Department makes a final decision not to propose 
the Second Request, the DB QPAMs will be unable to rely on the relief 
set forth in PTE 84-14 upon the earlier of the day that follows the 
nine month term of this exemption, if granted, or the date any of the 
conditions herein are not met. The Department notes that Deutsche Bank 
has requested a conference to afford Deutsche Bank the opportunity to 
provide additional information in connection with its request. The 
Department notes further that the Department may change its position 
based on this additional information, or upon additional analysis. This 
temporary exemption, if granted, requires, among other things, that 
each DB QPAM agree not to restrict the ability of each ERISA-covered 
plan or IRA to terminate or withdraw from its arrangement with the DB 
QPAM, with certain limited exceptions.

Summary of Facts and Representations

Background

    1. Deutsche Bank AG (together with its current and future 
affiliates, Deutsche Bank or the Applicant) is a German banking 
corporation and a commercial bank. Deutsche Bank, with and through its 
affiliates, subsidiaries, and branches, provides globally a wide range 
of banking, fiduciary, recordkeeping, custodial, brokerage and 
investment services to, among others, corporations, institutions, 
governments, employee benefit plans, government retirement plans and 
private investors. Deutsche Bank had [euro]68.4 billion in total 
shareholders' equity and [euro]1,709 billion in total assets as of 
December 31, 2014.\1\
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    \1\ The Applicant represents that its audited financial 
statements are expressed in Euros and are not converted to dollars.
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    2. Deutsche Securities Korea Co. (DSK), an indirect wholly-owned 
subsidiary of Deutsche Bank, is a broker-dealer organized in Korea and 
supervised by the Financial Supervisory Service in Korea. The Absolute 
Strategy Group (ASG) of Deutsche Bank's Hong Kong Branch (DB HK) 
conducts index arbitrage trading for proprietary accounts in Asian 
markets, including Korea.
    The Applicant represents that index arbitrage trading is a trading 
strategy through which an investor such as Deutsche Bank seeks to earn 
a return by identifying and exploiting a difference between the value 
of futures contracts in respect of a relevant equity index and the spot 
value of the index, as determined by the current market price of the 
constituent stocks. For instance, where the futures contracts are 
deemed to be overpriced by reference to the spot value of the index 
(i.e., if the premium is sufficiently large), then the trader may take 
a long position in the physical stock and a corresponding short 
position in the futures or options. The combined position is described 
as hedged. Since the trader has a long position in one market and a 
short position in the other market, the profit from one (stocks) will 
be offset by the loss in the other (futures). The trader is largely 
indifferent to market direction.
    The Applicant represents that ASG pursued an index arbitrage 
trading strategy in various Asian markets, including Korea. In Korea, 
the index arbitrage position involved the Korean Composite Stock Price 
Index (KOSPI 200 Index), which reflects stocks commonly traded on the 
Korea Exchange (KRX).
    3. On November 11, 2010, ASG unwound an arbitrage position on the 
KOSPI 200 Index through DSK. The ``unwind'' included a sale of $2.1 
billion worth of stocks in the KRX during the final 10 minutes of 
trading (i.e., the closing auction period) and comprised 88% of the 
volume of stock traded during this period. This large volume sale 
contributed to a drop of the KOSPI 200 Index by 2.7%.
    Prior to the unwinding, but after the decision to unwind was made, 
ASG had taken certain derivative positions, including put options on 
the KOSPI 200 Index. Thus, ASG earned a profit when the KOSPI 200 Index 
declined as a result of the unwind trades (the derivative positions and 
unwind trades cumulatively referred to as the Trades). DSK had also 
purchased put options on that day that resulted in it earning a profit 
as a result of the drop of the KOSPI 200 Index. The aggregate amount of 
profit earned from such Trades was approximately $40 million, which, as 
discussed below, Deutsche Bank subsequently disgorged.
    4. The Seoul Central District Prosecutor's Office (the Korean 
Prosecutors) alleges that the Trades constitute spot/futures-linked 
market manipulation, a criminal violation under Korean securities law. 
In this regard, the Korean Prosecutors allege that ASG unwound its cash 
position of certain securities listed on the KRX(spot) through DSK, and 
caused a fluctuation in the market price of securities related to 
exchange-traded derivatives (the put options) for the purpose of 
gaining unfair profit from such exchange-traded derivatives. On August 
19, 2011, the Korean Prosecutors indicted DSK and four individuals on 
charges of stock market manipulation to gain unfair profits.\2\ Two of 
the individuals, Derek Ong and Bertrand Dattas, worked for ASG at DB 
HK. Mr. Ong was a Managing Director and head of ASG, with power and 
authority with respect to the KOSPI 200 Index arbitrage trading 
conducted by Deutsche Bank. Mr. Dattas served as a Director of ASG and 
was responsible for the direct operations of the KOSPI 200 Index 
arbitrage trading. Philip Lonergan, the third individual, was employed 
by Deutsche Bank Services (Jersey) Limited. At the time of the 
transaction, Mr. Lonergan was seconded to DB HK and served as Head of 
Global Market Equity, Trading and Risk. Mr. Lonergan served as Mr. 
Ong's regional superior and was in charge of risk management

[[Page 51316]]

for his team. The fourth individual charged, Do-Joon Park, was employed 
by DSK, serving as a Managing Director of Global Equity Derivatives 
(GED) at DSK and was in charge of the index arbitrage trading using 
DSK's book that had been integrated into and managed by ASG. Mr. Park 
was also a de facto chief officer of equity and derivative product 
operations of DSK.
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    \2\ Specifically, the charges allege that DSK violated certain 
provisions of Articles 176, 443, and 448 of the Financial Investment 
Services and Capital Markets Act (FSCMA) and the individuals 
violated certain provisions of Articles 176, 443, and 447 of the 
FSCMA.
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    The Korean Prosecutors' case against DSK is based on Korea's 
criminal vicarious liability provision, under which DSK may be held 
vicariously liable for an act of its employee (i.e., Mr. Park) if it 
failed to exercise due care in the appointment and supervision of its 
employees.\3\ The trial commenced proceedings in January 2012 in Seoul 
Central District Court (the Court), and a guilty verdict is expected to 
occur on September 3, 2015.\4\ In this regard, it is expected that, on 
that date, the Court will enter its judgment against the defendants, 
thereby convicting DSK of such crimes (the Conviction).
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    \3\ Article 448 of the FSCMA allows for charges against an 
employer stemming from vicarious liability for the actions of its 
employees.
    \4\ The Applicant notes that the hearing during which the guilty 
verdict is expected to occur is scheduled for September 4, 2015 in 
Korea, but because of time zone differences, the hearing will be on 
September 3, 2015 in United States time zones.
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Failure To Comply With Section I(g) of PTE 84-14 and Proposed Relief

    5. PTE 84-14 is a class exemption that permits certain transactions 
between a party in interest with respect to an employee benefit plan 
and an investment fund in which the plan has an interest and which is 
managed by a ``qualified professional asset manager'' (QPAM), if the 
conditions of the exemption are satisfied. These conditions include 
Section I(g), which precludes a person who may otherwise meet the 
definition of a QPAM from relying on the relief provided by PTE 84-14 
if that person or its ``affiliate'' \5\ has, within 10 years 
immediately preceding the transaction, been either convicted or 
released from imprisonment, whichever is later, as a result of certain 
specified criminal activity described therein.\6\ As noted in the 
preamble to the proposed class exemption, a QPAM, and those who may be 
in a position to influence its policies, are expected to maintain a 
high standard of integrity.\7\
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    \5\ Section 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.''
    \6\ For purposes of Section I(g) of PTE 84-14, a person shall be 
deemed to have been ``convicted'' from the date of the judgment of 
the trial court, regardless of whether that judgment stands on 
appeal.
    \7\ See 47 FR 56945 at 56946.
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    6. The Applicant represents that certain current and future 
``affiliates'' of DSK, as that term is defined in section VI(d) of PTE 
84-14, may act as QPAMs in reliance on the relief provided in PTE 84-14 
(these entities are collectively referred to as the ``DB QPAMs''). The 
DB QPAMs are currently comprised of several wholly-owned direct and 
indirect subsidiaries of Deutsche Bank including: (1) Deutsche 
Investment Management Americas, Inc.; (2) Deutsche Bank Securities 
Inc., which is a dual-registrant with the SEC under the Advisers Act as 
an investment adviser and broker-dealer; (3) RREEF America L.L.C., a 
Delaware limited liability company and investment adviser registered 
with the SEC under the Advisers Act; (4) Deutsche Bank Trust Company 
Americas, a corporation organized under the laws of the State of New 
York and supervised by the New York State Department of Financial 
Services, a member of the Federal Reserve and an FDIC-insured bank; (5) 
Deutsche Bank National Trust Company, a national banking association, 
organized under the laws of the United States and supervised by the 
Office of the Comptroller of the Currency, and a member of the Federal 
Reserve; (6) Deutsche Bank Trust Company, NA, a national banking 
association, organized under the laws of the United States and 
supervised by the OCC; (7) Deutsche Alternative Asset Management 
(Global) Limited, a London-based investment adviser registered with the 
SEC under the Advisers Act; (8) Deutsche Investments Australia Limited, 
a Sydney, Australia-based investment adviser registered with the SEC 
under the Advisers Act; (9) DeAWM Trust Company (DTC), a limited 
purpose trust company organized under the laws of New Hampshire and 
subject to supervision of the New Hampshire Banking Department; and the 
four following entities which currently do not rely on PTE 84-14 for 
the management of any ERISA plan or IRA assets, but may in the future: 
(10) Deutsche Asset Management (Hong Kong) Ltd.; (11) Deutsche Asset 
Management International GmbH; (12) DB Investment Managers, Inc.; and 
(13) Deutsche Bank AG, New York Branch.
    Deutsche Bank notes that discretionary asset management services 
are provided to ERISA plans, IRAs and others under the following Asset 
& Wealth Management business lines, each of which may be served by one 
or more of the DB QPAMs: (1) Wealth Management--Private Client Services 
($104.7 million in ERISA assets, and $469.7 million in IRA assets); (2) 
Wealth Management--Private Bank ($67.6 million in ERISA assets, $153.1 
million in IRA assets and $2 million in ERISA-like assets); (3) Active 
Management ($271.4 million in ERISA assets); (4) Alternative and Real 
Assets ($757.9 million in ERISA assets); (5) Alternatives & Fund 
Solutions (no current ERISA or IRA assets); and (6) Passive Management 
(no current ERISA or IRA assets). In addition, according to Deutsche 
Bank, the Alternatives and Real Assets business manages, on a 
discretionary basis, $6.2 billion in governmental plan assets, most of 
which are contractually subject to ERISA standards. Finally, DTC 
manages the DWS Stock Index Fund, a collective investment trust with 
$192 million in assets as of March 31, 2015. The Applicant represents 
that none of the DB QPAMs are subsidiaries of DSK, and that, with the 
exception of Deutsche Bank AG (the corporate parent to all the 
aforementioned entities), DSK is not a subsidiary of any of the DB 
QPAMs.
    7. Pursuant to Section I(g) of PTE 84-14, to the extent the 
Conviction occurs on September 3, 2015, as expected, the DB QPAMs will 
no longer be able to rely on PTE 84-14 as of that date. Therefore, the 
Applicant has requested an exemption to enable the DB QPAMs to continue 
to rely on the exemptive relief provided by PTE 84-14, notwithstanding 
the Conviction and its resultant failure to satisfy Section I(g) of PTE 
84-14.\8\
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    \8\ The Applicant represents that there is an ongoing regulatory 
investigation into the matter in Hong Kong, but the Applicant is not 
aware of any indication that this investigation is leading to 
potential criminal indictments in Hong Kong.
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Remedial Measures To Address Criminal Conduct of DSK

    8. The Applicant represents that it has voluntarily disgorged its 
profits generated from exercising derivative positions and put options 
in connection with the activity associated with the impending 
Conviction. DSK also suspended its proprietary trading from April 2011 
to 2012, and thereafter DSK could only engage in some proprietary 
trading (but not index arbitrage

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trading).\9\ Further, in response to the actions of the Korean 
Prosecutors, Deutsche Bank enhanced its compliance measures and 
implemented additional measures in order to ensure compliance with 
applicable laws in Korea and Hong Kong, as well as within other 
jurisdictions where the Applicant conducts business.
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    \9\ The Applicant notes that DSK was never permitted to trade on 
behalf of Deutsche Bank.
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    The Applicant states further that Mr. Ong and Mr. Dattas were 
terminated for cause by DB HK on December 6, 2011, and Mr. Lonergan was 
terminated on January 31, 2012. John Ripley, a New York-based employee 
of Deutsche Bank Securities Inc. who was not indicted, was also 
terminated in October 2011.\10\ In addition, Mr. Park was suspended for 
six months due to Korean administrative sanctions, and remains on 
indefinite administrative leave. As discussed below, this proposed 
exemption, if granted, is only available to the extent that no 
individual involved with the spot/futures-linked market manipulation 
activities that led to the Conviction is employed by a DB QPAM.
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    \10\ According to the Korean prosecutors, Mr. Ripley served as a 
Head of Global ASG of Deutsche Bank, AG, and was a functional 
superior to Mr. Ong. Mr. Ripley was suspected of having advised to 
unwind all the KOSPI 200 index arbitrage trading for the purpose of 
management of the ending profits and losses of Global ASK and 
approved Mr. Ong's request to establish the speculative positions in 
the course of the unwinding. Though the Korean prosecutors named Mr. 
Ripley as a suspect, he was not named in the August 19, 2011, Writ 
of Indictment.
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Statutory Findings--In the Interests of Affected Plans and IRAs

    9. Deutsche Bank states that, in the absence of exemptive relief, 
affected ERISA-covered Plans and IRAs may incur substantial harm, 
because such Plans and IRAs will immediately lose their ability to use 
their chosen investment managers for transactions otherwise covered by 
PTE 84-14. In this regard, according to Deutsche Bank, Plans and IRAs 
would incur costs in searching for new managers, issuing requests for 
proposals (for which consultants could charge between $15,000 and 
$40,000 for the strategies offered by the DB QPAMs), conducting due 
diligence (including meetings with potential managers and credit 
analysts), seeking investment committee approvals and negotiating and/
or drafting new investment management agreements, investment guidelines 
and related trading documentation with broker-dealers and other 
counterparties. Deutsche Bank suggests that the selection of new 
managers could potentially take several months or longer, resulting in 
a number of collateral costs including the opportunity costs of missed 
investments, lower returns from investing in cash pending long term 
reinvestment, fewer trading counterparties and more limited or costly 
temporary investment alternatives.
    Deutsche Bank represents that ERISA plans and IRAs would also incur 
direct transaction costs in liquidating and reinvesting their 
portfolios, ranging from 2.5 to 25 basis points (excluding core real 
estate), resulting in approximately $5 to $7 million in expenses. 
Further, the Applicant states that an unplanned liquidation of the 
Alternatives and Real Assets business' direct real estate portfolios 
may result in portfolio discounts of 10-20% of gross asset value, along 
with 30 to 100 basis points in direct transaction costs, resulting in 
an estimated total cost to plan investors of between $281 million and 
$723 million, depending on the liquidation period.
    Upon considering Deutsche Bank's representations, the Department 
has tentatively determined that the proposed exemption is in the 
interest of affected plans and IRAs.

Statutory Findings--Protective of the Rights of Participants of 
Affected Plans and IRAs

    10. The Department has also tentatively determined that the 
proposed exemption contains safeguards that are sufficient to protect 
affected plans and IRAs. Many of these conditions are directed at the 
DB QPAMs; however, additional conditions are imposed on Deutsche Bank, 
and others are directed at DSK. Regarding the conditions in this 
exemption aimed at the DB QPAMs, each DB QPAM must immediately develop, 
implement, maintain, and follow robust written policies (the Policies) 
and training requirements (the Training). The Policies, which are 
described in more detail in the operative language of the proposed 
exemption below, are generally designed to, among other things: ensure 
the independence of the DB QPAMs from Deutsche Bank and its other 
affiliates such as DSK; require the strict legal compliance of the DB 
QPAMs with ERISA, the Code and the prohibited transaction rules; ensure 
truthfulness and transparency with respect to statements made by DB 
QPAMs to regulators; and ensure compliance with the terms of this 
exemption, if granted. The Training, which is also described in more 
detail in the operative language of the proposed exemption below, is 
designed to cover the Policies, ERISA and Code compliance, ethical 
conduct, the consequences for not complying with the conditions of this 
exemption, and prompt reporting of wrongdoing.
    In order to verify the DB QPAMs' compliance with the Policies and 
Training requirements of the proposed exemption, and the conditions for 
relief, each DB QPAM will be subject to an audit conducted by an 
independent auditor, who has been prudently selected and who has 
appropriate technical training and proficiency with ERISA to evaluate 
the adequacy of, and compliance with, the Policies and Training, and 
the conditions for relief described herein. Furthermore, to the extent 
necessary for the auditor, in its sole opinion, to complete its audit 
and comply with the conditions for relief described herein, each DB 
QPAM and, if applicable, Deutsche Bank, 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. The auditor's engagement 
shall specifically require the auditor to determine whether each DB 
QPAM has developed, implemented, maintained, and followed Policies in 
accordance with the conditions of this exemption and developed and 
implemented the Training, as required herein, and it shall specifically 
require the auditor to test each DB QPAM's operational compliance with 
the Policies and Training.
    Furthermore, for each audit, the auditor shall issue a written 
report (the Audit Report) to Deutsche Bank and the DB QPAM to which the 
audit applies that describes the procedures performed by the auditor 
during the course of its examination. The Audit Report shall include 
the auditor's specific determinations regarding: The adequacy of, and 
compliance with, the Policies and Training; the auditor's 
recommendations (if any) with respect to strengthening such Policies 
and Training; and any instances of the respective DB QPAM's 
noncompliance with the written Policies and Training described above. 
Furthermore, any determinations made by the auditor regarding 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 DB QPAM shall be promptly addressed by such DB QPAM, and any 
actions taken by such DB QPAM to address such recommendations shall be 
included in an addendum to the Audit Report. The auditor is required to 
notify the

[[Page 51318]]

respective DB QPAM of any instances of noncompliance identified by the 
auditor. The General Counsel or one of the three most senior executive 
officers of the DB 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; addressed, corrected, or remedied any 
inadequacies identified in the Audit Report; and determined that the 
Policies and Training in effect at the time of signing are adequate to 
ensure compliance with the conditions of this exemption and with the 
applicable provisions of ERISA and the Code. Moreover, an executive 
officer of Deutsche Bank must review the Audit Report for each DB QPAM 
and certify in writing, under penalty of perjury, that such officer has 
reviewed each Audit Report.
    The DB QPAMs are required to give the Department copies of the 
Audit Report, any engagement agreement(s) entered into pursuant to the 
engagement of the auditor under this exemption, if granted, and any 
engagement agreement entered into with any other entities retained in 
connection with such QPAM's compliance with the Training or Policies 
conditions of this exemption, no later than three (3) months after the 
date of the Conviction (and one month after the execution of any 
agreement thereafter). Furthermore, the DB QPAMs are required to give 
the Department copies of the auditor's workpapers upon request. In 
addition, Deutsche Bank must notify the Department at least 30 days 
prior to any substitution of the auditor, and must demonstrate to the 
Department's satisfaction that the replacement auditor is independent 
of Deutsche Bank, experienced in the matters that are the subject of 
the exemption, and capable of making the determinations required of 
this exemption.
    Under the terms of the exemption, if granted, the DB QPAMs must 
also agree to certain terms and undertakings with each ERISA-covered 
plan or IRA for which a DB QPAM provides asset management or other 
discretionary fiduciary services, including, generally: (1) Compliance 
with ERISA and the Code and avoidance of non-exempt prohibited 
transactions; (2) not to waive, limit, or qualify certain liabilities 
of the DB QPAM; (3) not to require indemnification of the DB QPAM for 
violating ERISA or engaging in prohibited transactions; and (4) with 
minor exceptions, not to restrict the ability of ERISA-covered plan or 
IRA clients to terminate or withdraw from their arrangement with the DB 
QPAM or, to impose any fees, penalties, or charges for such termination 
or withdrawal. Each DB QPAM will provide a notice describing the above-
described terms and undertakings to each such ERISA-covered plan or IRA 
within two (2) months of the date of publication of a notice of 
exemption in the Federal Register, if granted.
    Under the terms of this proposed exemption, each DB QPAM must: 
Maintain records necessary to demonstrate that the conditions herein 
have been met, for six (6) years following the date of any transaction 
for which such DB QPAM relies upon the relief in the exemption, if 
granted; comply with each condition of PTE 84-14, as amended, with the 
sole exception of the violation of Section I(g) that is attributable to 
the Conviction; ensure that none of the individuals that engaged in the 
conduct that led to the Conviction are employed by the DB QPAM; and 
provide a notice of the proposed exemption, and if granted, a notice of 
final exemption, along with a separate summary (which has been 
submitted to the Department) describing the facts that led to the 
Conviction, and a prominently displayed statement that the Conviction 
results in a failure to meet a condition in PTE 84-14 to each sponsor 
of an ERISA-covered plan and each beneficial owner of an IRA invested 
in an investment fund managed by a DB QPAM, or the sponsor of an 
investment fund in any case where a DB QPAM acts only as a sub-advisor 
to the investment fund.
    Lastly, regarding the DB QPAMs, relief under this exemption, if 
granted, is only available to the extent: Such QPAMs, including their 
officers, directors, agents other than Deutsche Bank, and employees, 
did not know of, have reason to know of, or participate in the criminal 
conduct of DSK that is the subject of the Conviction; any failure of 
those QPAMs to satisfy Section I(g) of PTE 84-14 arose solely from the 
Conviction; such QPAMs did not directly receive compensation in 
connection with, the criminal conduct that is the subject of the 
Conviction; and none of those QPAMs used its authority or influence to 
direct an ``investment fund'' (as defined in Section VI(b) of PTE 84-
14) that is subject to ERISA and managed by such DB QPAM to enter into 
any transaction with DSK, or engage DSK to provide additional services 
to such investment fund, for a direct or indirect fee borne by such 
investment fund, regardless of whether such transactions or services 
may otherwise be within the scope of relief provided by an 
administrative or statutory exemption. However, a DB QPAM will not fail 
to meet the terms of this exemption solely because a different DB QPAM 
fails to satisfy the conditions for relief under this exemption 
described in Sections I(d), (e), (f), (g), (h), and (k).
    Regarding conditions herein directed at Deutsche Bank, prior to 
engaging in a transaction covered by this exemption, if granted, 
Deutsche Bank must have previously disgorged all of its profits 
generated from exercising derivative positions and put options in 
connection with the activity associated with the impending Conviction. 
Deutsche Bank must also impose internal procedures, controls, and 
protocols on DSK designed to reduce the likelihood of any recurrence of 
the conduct that is the subject of the Conviction, to the extent 
permitted by local law.
    Regarding conditions herein aimed at DSK, DSK may not provide 
fiduciary services to ERISA-covered Plans or IRAs, or otherwise 
exercise discretionary control over plan assets. Further, none of the 
DB QPAMs may be subsidiaries of DSK, and DSK may not be a subsidiary of 
any of the DB QPAMs. Finally, the criminal conduct of DSK that is the 
subject of the Conviction must not have directly or indirectly involved 
the assets of any plan subject to Part 4 of Title I of ERISA or section 
4975 of the Code.

Statutory Findings--Administratively Feasible

    11. The Applicant represents that the proposed exemption is 
administratively feasible. The Applicant represents that the requested 
exemption does not require the Department's oversight of the Conviction 
described herein because DSK does not provide any fiduciary or QPAM 
services to ERISA-covered plans and IRAs and that no ERISA or IRA 
assets were involved in the Conviction.

Notice to Interested Persons

    Notice of the proposed exemption will be provided to all interested 
persons within two days of the publication of the notice of proposed 
exemption in the Federal Register. The notice will be provided to all 
interested persons in the manner agreed upon by the Applicant and the 
Department. Such notice will contain a copy of the notice of proposed 
exemption, as published in the Federal Register, 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. Written comments and hearing requests are due within seven 
days of the

[[Page 51319]]

publication of the notice of proposed 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 ERISA 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 ERISA 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 ERISA, 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 ERISA; 
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 
ERISA 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 ERISA 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 the application are true and complete, and that the application 
accurately describes all material terms of the transaction which is the 
subject of the exemption.

Proposed Exemption

    The Department is considering granting an exemption under the 
authority of section 408(a) of the Employee Retirement Income Security 
Act of 1974, as amended (ERISA or the Act) and section 4975(c)(2) of 
the Internal Revenue Code of 1986, as amended (the Code) and in 
accordance with the procedures set forth in 29 CFR part 2570, subpart B 
(76 FR 66637, 66644, October 27, 2011).\11\
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    \11\ For purposes of this proposed exemption, references to the 
provisions of Title I of the Act, unless otherwise specified, refer 
also to the corresponding provisions of the Code.
---------------------------------------------------------------------------

Section I: Covered Transactions

    If the proposed exemption is granted, the DB QPAMs (as defined in 
Section (II(b)) shall not be precluded from relying on the exemptive 
relief provided by Prohibited Transaction Exemption (PTE) 84-14,\12\ 
notwithstanding the Conviction (as defined in Section II(a)),\13\ 
provided that the following conditions are satisfied:
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    \12\ 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).
    \13\ Section 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 income tax evasion and 
conspiracy or attempt to commit income tax evasion.
---------------------------------------------------------------------------

    (a) The DB QPAMs (including their officers, directors, agents other 
than Deutsche Bank, and employees of such DB QPAMs) did not know of, 
have reason to know of, or participate in the criminal conduct of DSK 
that is the subject of the Conviction;
    (b) Any failure of the DB QPAMs to satisfy Section I(g) of PTE 84-
14 arose solely from the Conviction;
    (c) The DB QPAMs did not directly receive compensation in 
connection with, the criminal conduct that is the subject of the 
Conviction;
    (d) A DB QPAM will not 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 and managed by such DB QPAM to enter into any 
transaction with DSK or engage DSK to provide additional services to 
such investment fund, for a direct or indirect fee borne by such 
investment fund regardless of whether such transactions or services may 
otherwise be within the scope of relief provided by an administrative 
or statutory exemption;
    (e)(1) Each DB QPAM immediately develops, implements, maintains, 
and follows written policies (the Policies) requiring and reasonably 
designed to ensure that: (i) The asset management decisions of the DB 
QPAM are conducted independently of Deutsche Bank's management and 
business activities; (ii) the DB QPAM fully complies with ERISA's 
fiduciary duties and ERISA and the Code's prohibited transaction 
provisions and does not knowingly participate in any violations of 
these duties and provisions with respect to ERISA-covered plans and 
IRAs; (iii) the DB QPAM does not knowingly participate in any other 
person's violation of ERISA or the Code with respect to ERISA-covered 
plans and IRAs; (iv) any filings or statements made by the DB QPAM to 
regulators, including but not limited to, the Department of Labor, the 
Department of the Treasury, the Department of Justice, and the Pension 
Benefit Guaranty Corporation, on behalf of ERISA-covered plans or IRAs 
are materially accurate and complete, to the best of such QPAM's 
knowledge at that time; (v) the DB QPAM does not make material 
misrepresentations or omit material information in its communications 
with such regulators with respect to ERISA-covered plans or IRAs, or 
make material misrepresentations or omit material information in its 
communications with ERISA-covered plan and IRA clients; (vi) the DB 
QPAM complies with the terms of this exemption, if granted; and (vii) 
any violations of or failure to comply with items (ii) through (vi) are 
corrected promptly upon discovery and any such violations or compliance 
failures not promptly corrected are reported, upon discovering the 
failure to promptly correct, in writing to appropriate corporate 
officers, the head of Compliance and the General Counsel of the 
relevant DB QPAM (or their functional equivalent), the independent 
auditor responsible for reviewing compliance with the Policies, and a 
fiduciary of any affected ERISA-covered plan or IRA where such 
fiduciary is independent of Deutsche Bank; however, with respect to any 
ERISA-covered plan or IRA sponsored by an ``affiliate'' (as defined in 
Section VI(d) of PTE 84-14) of Deutsche Bank or beneficially owned by 
an employee of Deutsche Bank or its affiliates, such fiduciary does not 
need to be independent of Deutsche Bank; DB QPAMs will not be treated 
as having

[[Page 51320]]

failed to develop, implement, maintain, or follow the Policies, 
provided that they correct any instances of noncompliance promptly when 
discovered or when they reasonably should have known of the 
noncompliance (whichever is earlier), and provided that they adhere to 
the reporting requirements set forth in this item (vii);
    (2) Each DB QPAM immediately develops and implements a program of 
training (the Training), conducted at least annually for relevant DB 
QPAM asset management, legal, compliance, and internal audit personnel; 
the Training shall be set forth in the Policies and, at a minimum, 
cover the Policies, ERISA and Code compliance (including applicable 
fiduciary duties and the prohibited transaction provisions) and ethical 
conduct, the consequences for not complying with the conditions of this 
exemption, (including the loss of the exemptive relief provided 
herein), and prompt reporting of wrongdoing;
    (f)(1) Each DB QPAM submits to an audit conducted by an independent 
auditor, who has been prudently selected and who has appropriate 
technical training and proficiency with ERISA to evaluate the adequacy 
of, and compliance with, the Policies and Training described herein; 
the audit requirement must be incorporated in the Policies. The audit 
must cover the 9 month period during which this proposed exemption, if 
granted, is effective, and must be completed no later than three (3) 
months after the period to which the audit applies;
    (2) 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 as permitted by law, each DB QPAM and, if 
applicable, Deutsche Bank, 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;
    (3) The auditor's engagement shall specifically require the auditor 
to determine whether each DB QPAM has developed, implemented, 
maintained, and followed Policies in accordance with the conditions of 
this exemption and developed and implemented the Training, as required 
herein;
    (4) The auditor's engagement shall specifically require the auditor 
to test each DB QPAM's operational compliance with the Policies and 
Training;
    (5) For each audit, the auditor shall issue a written report (the 
Audit Report) to Deutsche Bank and the DB QPAM to which the audit 
applies that describes the procedures performed by the auditor during 
the course of its examination. The Audit Report shall include the 
auditor's specific determinations regarding the adequacy of, and 
compliance with, the Policies and Training; the auditor's 
recommendations (if any) with respect to strengthening such Policies 
and Training; and any instances of the respective DB QPAM's 
noncompliance with the written Policies and Training described in 
paragraph (e) above. Any determinations made by the auditor regarding 
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 DB QPAM shall be promptly addressed by such 
DB QPAM, and any actions taken by such DB QPAM to address such 
recommendations shall be included in an addendum to the Audit Report. 
Any determinations by the auditor that the respective DB QPAM has 
implemented, maintained, and followed sufficient Policies and Training 
shall not be based solely or in substantial part on an absence of 
evidence indicating noncompliance. In this last regard, any finding 
that the DB QPAM has complied with the requirements under this 
subsection must be based on evidence that demonstrates the DB QPAM has 
actually implemented, maintained, and followed the Policies and 
Training required by this exemption, and not solely on evidence that 
demonstrates that the DB QPAM has not violated ERISA;
    (6) The auditor shall notify the respective DB QPAM of any 
instances 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 DB QPAM to which the 
Audit Report applies certifies in writing, under penalty of perjury, 
that the officer has reviewed the Audit Report and this exemption; 
addressed, corrected, or remedied any inadequacies identified in the 
Audit Report; and determined that the Policies and Training in effect 
at the time of signing are adequate to ensure compliance with the 
conditions of this exemption and with the applicable provisions of 
ERISA and the Code;
    (8) An executive officer of Deutsche Bank reviews the Audit Report 
for each DB QPAM and certifies in writing, under penalty of perjury, 
that such officer has reviewed each Audit Report;
    (9) Each DB QPAM provides its certified Audit Report to the 
Department's Office of Exemption Determinations (OED), 200 Constitution 
Avenue NW., Suite 400, Washington DC 20210, no later than 30 days 
following its completion, and each DB QPAM makes its Audit Report 
unconditionally available for examination by any duly authorized 
employee or representative of the Department, other relevant 
regulators, and any fiduciary of an ERISA-covered plan or IRA, the 
assets of which are managed by such DB QPAM;
    (10) Each DB QPAM and the auditor will submit to OED (A) any 
engagement agreement(s) entered into pursuant to the engagement of the 
auditor under this exemption, and (B) any engagement agreement entered 
into with any other entities retained in connection with such QPAM's 
compliance with the Training or Policies conditions of this exemption, 
no later than three (3) months after the date of the Conviction (and 
one month after the execution of any agreement thereafter);
    (11) The auditor shall provide OED, upon request, all of the 
workpapers created and utilized in the course of the audit, including, 
but not limited to: The audit plan, audit testing, identification of 
any instances of noncompliance by the relevant DB QPAM, and an 
explanation of any corrective or remedial actions taken by the 
applicable DB QPAM; and
    (12) Deutsche Bank must notify the Department at least 30 days 
prior to any substitution of an auditor, except that no such 
replacement will meet the requirements of this paragraph unless and 
until Deutsche Bank demonstrates to the Department's satisfaction that 
such new auditor is independent of Deutsche Bank, experienced in the 
matters that are the subject of the exemption, and capable of making 
the determinations required of this exemption;
    (g) With respect to each ERISA-covered plan or IRA for which a DB 
QPAM provides asset management or other discretionary fiduciary 
services, each DB QPAM agrees: (1) To comply with ERISA and the Code, 
as applicable with respect to such ERISA-covered plan or IRA, and 
refrain from engaging in prohibited transactions that are not otherwise 
exempt; (2) not to waive, limit, or qualify the liability of the DB 
QPAM for violating ERISA or the Code or engaging in prohibited 
transactions; (3) not to require the ERISA-covered plan or IRA (or 
sponsor of such ERISA-covered plan or beneficial owner of such IRA) to 
indemnify the DB QPAM for violating ERISA or engaging in prohibited 
transactions, except for

[[Page 51321]]

violations or prohibited transactions caused by an error, 
misrepresentation, or misconduct of a plan fiduciary or other party 
hired by the plan fiduciary who is independent of Deutsche Bank; (4) 
not to restrict the ability of such ERISA-covered plan or IRA to 
terminate or withdraw from its arrangement with the DB 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, 
provided that such restrictions are applied consistently and in like 
manner to all such investors; and (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 like 
manner to all such investors. Within two (2) months of the date of 
publication of a notice of exemption in the Federal Register, if 
granted, each DB QPAM will provide a notice to such effect to each 
ERISA-covered plan or IRA for which a DB QPAM provides asset management 
or other discretionary fiduciary services;
    (h) Each DB QPAM will maintain records necessary to demonstrate 
that the conditions of this exemption, if granted, have been met, for 
six (6) years following the date of any transaction for which such DB 
QPAM relies upon the relief in the exemption; and
    (i) The DB QPAMs comply with each condition of PTE 84-14, as 
amended, with the sole exception of the violation of Section I(g) that 
is attributable to the Conviction;
    (j) The DB QPAMs will not employ any of the individuals that 
engaged in the spot/futures-linked market manipulation activities that 
led to the Conviction;
    (k) The DB QPAMs will provide a notice of the proposed exemption, 
and if granted, a notice of final exemption, along with a separate 
summary describing the facts that led to the Conviction as well as a 
statement that Deutsche Bank has made a separate exemption request, in 
application D-11856, in connection with the potential conviction of DB 
Group Services UK Limited for one count of wire fraud in connection 
with DB Group Services UK Limited's role in manipulating LIBOR, which 
has been submitted to the Department, and a prominently displayed 
statement that the Conviction results in a failure to meet a condition 
in PTE 84-14 to each sponsor of an ERISA-covered plan and each 
beneficial owner of an IRA invested in an investment fund managed by a 
DB QPAM, or the sponsor of an investment fund in any case where a DB 
QPAM acts only as a sub-advisor to the investment fund;
    (l) Deutsche Bank disgorged all of its profits generated by the 
spot/futures-linked market manipulation activities of DSK personnel 
that led to the Conviction;
    (m) Deutsche Bank imposes internal procedures, controls, and 
protocols on DSK designed to reduce the likelihood of any recurrence of 
the conduct that is the subject of the Conviction, to the extent 
permitted by local law;
    (n) DSK has not, and will not, provide fiduciary or QPAM services 
to ERISA-covered Plans or IRAs, and will not otherwise exercise 
discretionary control over plan assets;
    (o) No DB QPAM is a subsidiary of DSK, and DSK is not a subsidiary 
of any DB QPAM;
    (p) The criminal conduct of DSK that is the subject of the 
Conviction did not directly or indirectly involve the assets of any 
plan subject to Part 4 of Title I of ERISA or section 4975 of the Code; 
and
    (q) A DB QPAM will not fail to meet the terms of this exemption 
solely because a different DB QPAM fails to satisfy the conditions for 
relief under this exemption described in Sections I(d), (e), (f), (g), 
(h), (i), and (k).

Section II: Definitions

    (a) The term ``Conviction'' means the judgment of conviction 
against DSK to be entered on or about September 3, 2015, in Seoul 
Central District Court, relating to charges filed against DSK under 
Articles 176, 443, and 448 of South Korea's Financial Investment 
Services and Capital Markets Act for spot/futures-linked market price 
manipulation;
    (b) The term ``DB QPAM'' means a ``qualified professional asset 
manager'' (as defined in section VI(a) \14\ of PTE 84-14) that relies 
on the relief provided by PTE 84-14 and with respect to which DSK is a 
current or future ``affiliate'' (as defined in section VI(d) of PTE 84-
14); and
---------------------------------------------------------------------------

    \14\ 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.
---------------------------------------------------------------------------

    (c) The term ``DSK'' means Deutsche Securities Korea Co., a South 
Korean ``affiliate'' of Deutsche Bank (as defined in section VI(c) of 
PTE 84-14).

    Signed at Washington, DC, this 19th day of August, 2015.
Lyssa Hall,
Director of Exemption Determinations, Employee Benefits Security 
Administration, U.S. Department of Labor.
[FR Doc. 2015-20852 Filed 8-21-15; 8:45 am]
BILLING CODE 4510-29-P