[Federal Register Volume 88, Number 106 (Friday, June 2, 2023)]
[Notices]
[Pages 36337-36348]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-11864]


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DEPARTMENT OF LABOR

Employee Benefits Security Administration

[Prohibited Transaction Exemption 2023-14; Exemption Application No. D-
12089]


Exemption From Certain Prohibited Transaction Restrictions 
Involving UBS AG (UBS) and Credit Suisse Asset Management, LLC (CSAM), 
Located in Zurich, Switzerland

AGENCY: Employee Benefits Security Administration, Labor.

ACTION: Notice of exemption.

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SUMMARY: The Labor Department previously issued several temporary 
individual prohibited transaction exemptions (PTEs) that allow certain 
Qualified Professional Asset Managers (QPAMs) related to UBS and Credit 
Suisse Group AG (CSAG) (the UBS QPAMs, CS Affiliated QPAMs, and the CS 
Related QPAMs, as further defined below) to continue to rely on the 
exemptive relief provided by Prohibited Transaction Class Exemption 
(PTE) 84-14, notwithstanding five judgments of convictions involving 
entities within the UBS and CSAG corporate umbrellas, as described 
below (the Convictions). The most recent individual exemptions are PTE 
2020-01 (for UBS) and PTE 2022-01 (for CSAG). Those individual 
exemptions will no longer be available following the upcoming merger 
between CSAG and UBS (the Merger), solely as a result of the Merger. 
This exemption allows the UBS QPAMs, CS Affiliated QPAMs, and the CS 
Related QPAMs to continue to rely on PTE 84-14 as of the closing date 
of the Merger, if certain conditions are met. This individual exemption 
is necessary to preserve the ability of the QPAMs to engage in the 
transactions permitted by PTE 84-14, which would be lost solely due to 
the impending merger of UBS and Credit Suisse (and not because of a new 
conviction for either UBS or Credit Suisse or their affiliates, or due 
to any other disqualifying reason). This exemption will be effective 
for one year beginning on the closing date of the Merger. The limited 
duration of this exemption reflects the lack of information UBS and 
Credit Suisse Asset Management, LLC (CSAM) submitted to the Department 
regarding the effects the Merger will have on Covered Plans with assets 
managed by the UBS QPAMs and CS Affiliated and Related QPAMs.

DATES: The exemption will be in effect for a period of one year 
beginning on the closing date of the Merger.

FOR FURTHER INFORMATION CONTACT: Mr. Joseph Brennan of the Department 
at (202) 693-8456. (This is not a toll-free number.)

SUPPLEMENTARY INFORMATION: On May 12, 2023, the Department published a 
notice of proposed exemption in the Federal Register \1\ permitting the 
UBS QPAMs, CS Affiliated QPAMs, and the CS Related QPAMs to continue to 
rely on the exemptive relief provided by Prohibited Transaction Class 
Exemption (PTE) 84-14. The Department is granting this exemption to 
ensure that the participants and beneficiaries of ERISA-covered Plans 
and IRAs managed by the UBS QPAMs, CS Affiliated QPAMs, and the CS 
Related QPAMs (together, Covered Plans) are protected. This exemption 
provides only the relief specified in the text of the exemption and 
does not provide relief from violations of any law other than the 
prohibited transaction provisions of Title I of ERISA and the Code 
expressly stated herein.
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    \1\ 88 FR 30785 (May 12, 2023).
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    The Department intends for the terms of this exemption to promote 
adherence by the UBS QPAMs, CS Affiliated QPAMs, and the CS Related 
QPAMs to basic fiduciary standards under Title I of ERISA and the Code. 
Most importantly, the Department's primary objective in granting this 
time-limited exemption is to ensure that Covered Plans can terminate 
their relationships with one of these QPAMs in an orderly and cost-
effective fashion in the event the fiduciary of a Covered Plan 
determines that it is prudent to do so.
    Based on UBS and CSAM's (the Applicants') adherence to all the 
conditions of the exemption, the Department makes the requisite 
findings under ERISA Section 408(a) that the exemption is: (1) 
administratively feasible, (2) in the interest of Covered Plans and 
their participants and beneficiaries, and (3) protective of the rights 
of the participants and beneficiaries of Covered Plans. Accordingly, 
affected parties should be aware that the conditions incorporated in 
this exemption are, individually and taken as a whole, necessary for 
the Department to grant the relief requested by the Applicants. Absent 
these or similar conditions, the Department would not have granted this 
exemption. Further, non-compliance with any of these conditions will 
result in loss of the availability of this exemption.

Background

    1. Credit Suisse Group AG (CSG) is currently a publicly traded 
corporation headquartered in Zurich, Switzerland that owns a 100% 
interest in Credit Suisse AG (CSAG). Currently, two Credit Suisse asset 
management affiliates, Credit Suisse Asset Management, LLC (CSAM LLC) 
and Credit Suisse Asset Management Limited (CSAM Ltd.) (together, the 
CS Affiliated QPAMs) manage the assets of Covered Plans on a 
discretionary basis. CSAG also owns a five percent or more interest in 
certain other entities that may provide investment management services 
to plans but that are not affiliates of CSAG (the CS Related QPAMs).
    2. UBS AG (UBS) is a Swiss-based global financial services company 
organized under the laws of Switzerland. UBS Asset Management 
(Americas) Inc., UBS Realty Investors LLC, UBS Hedge Fund Solutions 
LLC, and UBS O'Connor LLC are currently the four UBS affiliates that 
rely on PTE 84-14 (the UBS QPAMs).

PTE 84-14

    3. PTE 84-14 reflects the Department's conclusion that it could 
provide broad relief from the prohibited transaction provisions of 
ERISA Section 406(a) and Code Section 4975(c)(1) only if the 
commitments and the investments of plan assets and the negotiations 
leading thereto are the sole responsibility of an independent 
discretionary manager that meets the exemption's conditions, known as a 
QPAM.
    4. Section I(g) of PTE 84-14 prevents an entity that may otherwise 
meet the definition of a QPAM from utilizing the exemptive relief 
provided by PTE 84-14 for itself and its client plans, if that entity 
or an ``affiliate'' thereof \2\ or any

[[Page 36338]]

direct or indirect owner of a 5 percent or more interest in the QPAM 
has within 10 years immediately preceding the transaction, been either 
convicted or released from imprisonment, whichever is later, as a 
result of criminal activity described in that section.
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    \2\ 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.''
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    5. The inclusion of Section I(g) in PTE 84-14 is, in part, based on 
an expectation that QPAMs will maintain a high standard of integrity. 
This expectation extends not only to the QPAM itself, but also to those 
who may be in a position to influence the QPAM's policies.
    6. Since 2014, various entities within the corporate umbrellas of 
UBS and CSAG have been collectively convicted of five disqualifying 
crimes described in Section I(g) of PTE 84-14 (the Convictions). To 
protect Covered Plans from the costs and harms that could arise if the 
UBS QPAMs and the CS Affiliated and CS Related QPAMs suddenly lost 
their ability to engage in potentially beneficial transactions under 
PTE 84-14 due to these Convictions, the Department issued a number of 
temporary individual exemptions.\3\
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    \3\ In connection with the Credit Suisse-related convictions, 
the Department issued the following exemptions: PTE 2022-01 (87 FR 
1186 (Jan. 10, 2022)); PTE 2019-07 (84 FR 61928 (Nov. 14, 2019)); 
PTE 2015-14 (80 FR 59817 (Oct. 2, 2015)); PTE 2014-11 (79 FR 68716 
(Nov. 18, 2014)). In connection with the UBS-related convictions, 
the Department issued: PTE 2020-01 (85 FR 8020 (Feb. 12, 2020)); PTE 
2019-01 (84 FR 6163 (Feb. 26, 2019)); PTE 2017-07 (82 FR 61903 (Dec. 
29, 2017)); PTE 2016-17 (81 FR 94049 (Dec. 22, 2016)); PTE 2013-09 
(78 FR 56740 (Sep. 13, 2013)).
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    7. On April 17, 2023, UBS and CSAM (and their affiliated QPAMs) 
submitted an application with the Department requesting modifications 
to their existing exemptions. In their request, UBS and CSAM stated 
that, following the Merger, ``it is important that the combined bank be 
able to continue the asset management businesses that the two banks 
currently maintain independently, including their subsidiaries' QPAM 
services.'' UBS and CSAM requested ``separate somewhat harmonized, 
exemptions because at this time it is not clear when, and how, the 
Credit Suisse QPAMs will be restructured within the UBS structure after 
closing.'' Essentially, in the application, UBS and CSAM sought the 
Department's approval to allow the affected QPAMs to continue relying 
on the terms and conditions of their existing exemptions.

Harm to Covered Plans in the Absence of QPAM Relief \4\
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    \4\ CSAM submitted these representations to the Department on 
March 16, 2023, in connection with an exemption application 
submitted by CSAM (the CSAM Application), for the CS Affiliated and 
Related QPAMs to continue to rely upon PTE 84-14 beyond the one-year 
term of their current individual exemption (PTE 2022-01), which 
expires on the earlier of July 21, 2023, or the closing date of the 
Merger. The CSAM Application was submitted to the Department before 
the Merger was announced. The Department closed the CSAM Application 
upon receipt of the CSAM and UBS modification request discussed 
herein. The CSAM Application and supporting documents are available 
to the public through EBSA's Public Disclosure Office, by 
referencing D-12089.
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    8. CSAM represents that if the CS Affiliated and Related QPAMs lose 
the ability to rely upon PTE 84-14, the Covered Plan clients of those 
QPAMs would suffer the time and expense of finding replacement asset 
managers where they otherwise might not choose to do so. Further, 
transactions currently dependent on the QPAM Exemption would be in 
default, and counterparties may provide less advantageous pricing, or 
not bid at all, because the plan's investment manager is not a QPAM. 
CSAM submits that Covered Plans that choose to remain with CSAM 
following CSAM's loss of QPAM relief would have a circumscribed set of 
transactions available to them, or their transactions could be more 
expensive because of the preference that counterparties have for 
transacting business with QPAMs.
    9. In its request for modifications to its existing exemption, UBS 
states that the requested modifications will help ensure that the QPAMs 
continue to operate without disruption to their plan clients, which in 
turn is necessary for UBS and CSAM to successfully complete the Merger.

Written Comments

    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 notice of proposed exemption by May 18, 2023. The 
Department received one written comment from the Applicants and no 
requests for a public hearing.

I. Comments From the Applicants

Comment 1: Modify the Existing UBS AG and CSAM Exemptions
    In their comment letter, the Applicants state that the 
modifications to the separate existing exemptions for UBS and Credit 
Suisse that the banks requested in their application are sufficiently 
protective of affected Covered Plans and are carefully tailored to the 
circumstances presented. They assert that:
     A new, unified exemption with the additional terms 
proposed by the Department is not necessary;
     Modifying the existing exemptions would better account for 
the time needed to integrate two large financial institutions, and the 
imposition of new and expanded conditions--some of which are vaguely 
worded--immediately upon the Merger is unnecessarily punitive and 
burdensome; and
     The past misconduct of certain Credit Suisse affiliates 
does not mean additional conditions are required for the UBS QPAMs (and 
vice versa).
    Department's Response: The Department declines to make the 
Applicants' requested change to the proposal. The consolidated 
exemption proposed by the Department contains important conditions that 
were not included in the previous exemptions that separately cover UBS 
and Credit Suisse QPAMs. Importantly, this exemption requires cross-
institutional accountability. In this regard, no individuals who 
participated in or profited from the criminal misconduct underlying any 
of the five Convictions will be employed by any QPAM in the post-merger 
consolidated entity. This exemption also adds the Merger Report 
requirement. These added protections are essential to protect Covered 
Plans considering the uncertainties surrounding the Merger due to the 
lack of information the Applicants submitted to the Department 
regarding the Merger.
Comment 2: Extend the Exemption Period To Align With UBS's Current 
Exemption
    The Applicants state that the Department should not shorten the UBS 
exemption period but rather extend the exemption period for CSAM and 
its current and future asset management affiliates (which expires on 
July 21, 2023) to align it with the expiration of UBS's current 
exemption in February 2025. Alternatively, if the Department is 
unwilling to extend the exemption period for CSAM to more than a year 
after the Merger closing dates, at a minimum the Department should 
leave in place the current duration of UBS's existing exemption. The 
Applicants' rationale is that:
     UBS did not seek out a merger with Credit Suisse; UBS was 
asked to buy Credit Suisse by the Swiss government to avoid a global 
financial crisis that would result if Credit Suisse failed;
     Shortening the exemption period does not provide any 
additional

[[Page 36339]]

protection to plan clients, participants, and beneficiaries. If 
anything, the Department's proposed reduction in UBS's exemption period 
and certain other statements in the Department's proposal unjustifiably 
and unnecessarily inject uncertainty regarding the longer-term 
viability of an important business line to UBS, which undermines the 
purpose of UBS's rescue of Credit Suisse;
     Most of the ``underlying conduct'' at issue was committed 
a number of years ago by non-QPAM entities, and it involved personnel 
who no longer are at UBS or Credit Suisse. Further, one of the 
convictions in issue will fall outside the QPAM disqualification period 
during the one-year exemption period the Department has proposed, and 
another a few months later; and
     The primary regulators of UBS and Credit Suisse have 
determined that the merger is in the interest of banking customers and 
clients and of the financial services industry.
    Department's Response: The Department declines to extend the term 
of this exemption. As stated above, to date, the Department has 
received very limited information from the Applicants regarding the 
Merger. Further, the proposed exemption had only a six-day comment 
period. If UBS believes that additional exemptive relief is warranted, 
it should submit an additional application, which would allow the 
Department to develop a more complete administrative record, including 
through a longer comment period.
Comment 3: Merger Report
    The Applicants state that UBS should not be required to submit a 
Merger Report to the Department every 120 days; nor should UBS be 
required to provide that report to Covered Plan fiduciaries. The 
Applicants state that the addition of multiple reports is burdensome, 
unrelated to the protection of plans, and would unnecessarily distract 
UBS from the operation of its own business lines and the task of 
evaluating and integrating Credit Suisse's businesses. In particular, 
the Applicants ask the Department to remove the requirement that, in 
the Merger Report, UBS provide ``detailed information regarding the 
costs to ERISA-covered Plans and IRAs . . . that would arise if this 
one-year exemption is not renewed.'' The Applicants view this 
information as the most burdensome part of an application to prepare 
and state that requiring it several times within one year is 
unnecessarily burdensome. They maintain that these additional periodic 
reports also risk confusing and distracting plan clients. UBS already 
would be required to send two notices to plan clients under the 
Department's proposal.\5\
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    \5\ UBS is required to send two notices to Covered Plans: (1) a 
notice of its obligations under Section III(k)(7); and (2) a copy of 
the exemption along with a summary under Section III(l). The Merger 
Report would represent the third notice that UBS is required to send 
to Covered Plans.
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    Alternatively, if the Department retains the requirement for this 
new report, the Applicants request that they should be required to 
provide the Merger Report only once, halfway through the exemption 
period. For example, if the exemption period remains one year, the 
Applicants would send the report within 180 days after the exemption's 
effective date.
    Department's Response: The Department declines to make the 
Applicants' requested changes, in part. First, the Department declines 
to remove the Merger Report requirement. The Department views the 
Merger Report as an essential component of this exemption due to the 
fact that the Applicants submitted almost no detail regarding the 
specifics of how Credit Suisse will be integrated into UBS post-merger. 
Thus, the Merger Report is an important supplement to the record and 
will inform the Department regarding post-merger integration 
developments that potentially impact Covered Plans.
    However, the Department agrees that the first Merger Report 
required under this exemption should be due within six months after the 
exemption's effective date. A second Merger Report will be due 12 
months after the exemption's effective date. While the Department 
agrees that the Merger Report does not need to include ``detailed 
information regarding the costs to ERISA-covered Plans and IRAs that 
would arise if this one-year exemption is not renewed,'' this 
information must be included in any future request by UBS to extend 
this exemption and will be part of the record attributable to that 
exemption request. The Department also notes that the Board of 
Governors of the Federal Reserve will require UBS Group AG to submit an 
Implementation Plan within three months of the closing of the Merger. 
The Department believes that there will be at least some content 
overlap between the Implementation Report and the Merger Report and 
that some of the information prepared for inclusion in the 
Implementation Report can be also used in the Merger Report.
Comment 4: Best Knowledge
    The Applicants request the removal of the proposed new definition 
of ``best knowledge,'' ``to the best of one's knowledge,'' ``best 
knowledge at that time,'' in Section I(i) of the proposed exemption. 
The Applicants state that such terms are defined to include matters 
that are known to the applicable individual or should be known to such 
individual upon the exercise of such individual's due diligence 
required under the circumstances, and, with respect to an entity other 
than a natural person, such term includes matters that are known to the 
directors and officers of the entity or should be known to such 
individuals upon the exercise of such individuals' due diligence 
required under the circumstances.
    The Applicants state that Credit Suisse's current exemption does 
not define the term ``best knowledge'' while UBS's current exemption 
does not even have a ``best knowledge'' requirement. The Applicant 
submits that the new definition converts an actual knowledge standard 
into a ``seeming negligence'' standard, introducing unnecessary 
uncertainty into the standards for compliance with the exemption.
    Department's Response: The Department declines to make the 
requested change.\6\ The Department notes that the current exemptions 
relied on by UBS and Credit Suisse-related QPAMs fail to describe the 
``best knowledge'' standard. The inclusion of language defining ``best 
knowledge'' adds clarity and consistency and removes the uncertainty 
surrounding what knowledge is expected from the entity or an 
individual.
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    \6\ Contrary to UBS's assertion, both the previous UBS and 
Credit Suisse exemptions contain the ``best knowledge'' requirement 
in certain conditions. In its comment on [the proposed version of?] 
PTE 2017-07, UBS requested the addition of ``best knowledge'' 
language in certain conditions of that exemption.
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Comment 5: Material Changes
    The Applicants request the Department to delete footnote 2 from the 
proposed exemption, which states that the exemption would ``cease to 
apply'' ``if there is any material change in a transaction covered by 
the exemption, or in a material fact or representation that is part of 
the record attributable to D-12089.\7\ The Applicants maintain that the 
plain language of the reference in the footnote to ``a transaction 
covered by the exemption'' would suggest that a change in a transaction 
that relies on PTE 84-14 would render PTE 84-14 unavailable. The 
Applicants presume that this is not the Department's intended meaning, 
since a loan relying on a QPAM exemption, for example,

[[Page 36340]]

may be revised at any time in the best interest of plans.
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    \7\ See 88 FR at 30786.
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    Department's Response: The Department is revising footnote 2, so 
that that the referenced language refers to a material change in the 
Merger or to the record attributable to D-12089, and not to a 
transaction that relies on PTE 84-14.
Comment 6: Finalize and Publish the Exemption by May 24, 2023
    The Applicants request that exemptive relief be in place by May 24, 
2023 to ensure that there is time for other required disclosures in 
advance of the anticipated May 31, 2023 closing.
    Department's Response: The Department was unable to publish this 
final exemption by May 24, 2023, due to the short amount of time 
between the Merger's announcement and planned closing date and the 
Applicants' submission of their application on April 17, 2023.
Comment 7: Audit Periods Pre-Dating the Merger
    The Applicants request clarification that audit reports for time 
periods preceding the Merger are governed by the UBS and Credit Suisse 
exemptions currently in effect prior to the Merger.
    Department's Response: The Department confirms that audit reports 
for time periods before the Merger closing date (and the effective date 
of this exemption) are governed by the UBS and Credit Suisse exemptions 
that are were in effect during those time periods (and that precede the 
effective date of this exemption).
Comment 8: Audit Report Review
    The Applicants request a revision to Section III(j)(8) of the 
proposed exemption, which would require the audit report for each UBS 
QPAM to be (1) provided to the Risk Committee of UBS Group AG, not the 
Risk Committee of UBS AG, and (2) reviewed and certified by a senior 
executive officer of UBS Group AG. The Applicants state that it would 
be more protective and consistent with UBS's current practice for the 
audit report to be provided to the Risk Committee of UBS Group AG, 
which is the parent of UBS AG.
    Department's Response: The Department agrees with the Applicants' 
requested revision and has modified Section III(j)(8) accordingly.
Comment 9: Audit Report Review
    Sections III(i) and III(j) of the proposed exemption imposes 
separate audit report requirements for the CS Affiliated QPAMs and the 
UBS Affiliated QPAMs, respectively. This means that the CS QPAMs and 
UBS QPAMs need to continue to undergo separate audits during the term 
of this exemption. Further, proposed subsections III(i)(8) and 
III(j)(8) require (a) CSAG's Board of Directors and a Credit Suisse 
officer to review and certify the CS Affiliated QPAM audits, and (b) 
UBS's Board and a UBS officer review and to certify the UBS Affiliated 
QPAM audits.
    The Applicants submit that aligning the recipients of the audit 
reports would simplify compliance and request that both the CS 
Affiliated QPAM audits and the UBS Affiliated QPAM audits be submitted 
to and certified by UBS's Board and a UBS officer.
    Department's Response: The Department agrees with the Applicants 
and has revised Section III(i)(8) accordingly to align with Section 
III(j)(8).
Comment 10: Recipients of Notice
    Section III(l) of the proposed exemption requires the Affiliated 
QPAMs to provide notice of the proposed and final exemption as 
published in the Federal Register, along with a summary describing the 
facts that led to the Convictions and a prominently displayed statement 
that the Convictions result in a failure to meet a condition in PTE 84-
14 to ``each sponsor and beneficial owner of a Covered Plan,'' and 
``the sponsor of an investment fund in any case where an Affiliated 
QPAM acts as a sub-adviser to the investment fund in which such ERISA-
covered plan and IRA invests.''
    The Applicants request that the Department revise Section III(l) so 
that the Affiliated QPAMs do not have to send these notices to ERISA-
covered Plans and IRAs for whom UBS neither relies on the QPAM 
exemption nor has represented to clients that it is relying on the QPAM 
exemption. The Applicants submit that requiring notice to be provided 
to ``the sponsor of an investment fund in any case where an Affiliated 
QPAM acts as a sub-adviser to the investment fund in which such ERISA-
covered plan and IRA invests'' could be interpreted as requiring the 
Affiliated QPAMs to provide notice to all ERISA-covered plans and IRAs, 
rather than only to plans for which UBS relies on the QPAM exemption or 
has represented that it is relying on the QPAM exemption.
    Department's Response: The Department disagrees with the 
Applicants' concerns with the notice requirement. However, the 
Department has revised proposed condition (III)(l) to expressly require 
UBS to only to send the required notices to Covered Plans and not to 
accounts for which UBS neither relies on the QPAM exemption nor has 
represented that it is relying on the QPAM exemption.
Comment 11: Exemption Report Recipients
    The Applicants request the Department to revise proposed Section 
III(n)(2)(iv) to clarify that the Exemption Report required by the 
exemption only must be provided to officers of either CSAG or UBS AG, 
but not both.
    Department's Response: The Department declines to make the 
Applicants' requested change. Cross-institutional accountability is an 
important aspect of this exemption given the uncertainty surrounding 
the Merger. Section III(n)(2)(iv) requires the Exemption Report to be 
provided to the appropriate officers of CSAM or UBS AG, and the 
Department believes this is a minimal burden that adds protection for 
Covered Plans.
Comment 12: Imposing Internal Procedures
    Section (o) of the proposed exemption states: ``UBS Group AG 
imposes its internal procedures, controls, and protocols on each 
Misconduct Entity to reduce the likelihood of any recurrence of conduct 
that is the subject of the Convictions.'' The Applicants request the 
Department to revise Section III(o) to refer to UBS Group AG instead of 
UBS AG because the Credit Suisse QPAMs might not report to UBS AG after 
the Merger.
    Department's Response: The Department agrees with the Applicants' 
requested change and has modified Section III(o) accordingly.
Comment 13: Deferred Prosecution Agreements (DPAs) or Non-Prosecution 
Agreements (NPAs)
    The Applicants request that the Department revise Section III(r) to 
clarify that UBS only needs to disclose a DPA or NPA that is entered 
into during the exemption period, to avoid any suggestion that UBS must 
redisclose pre-existing DPAs or NPAs.
    Department's Response: The Department agrees with the Applicants' 
requested revision and confirms that UBS does not need to redisclose 
pre-existing DPAs or NPAs, provided that such pre-existing DPAs or NPAs 
were previously disclosed to the Department. However, the Department 
notes that all such pre-existing DPAs and NPAs must be included as part 
of any request by UBS to extend this exemption.

[[Page 36341]]

Comment 14: Alternative Non-QPAM-Based Exemption
    The Applicants state that the Department should not proceed with an 
alternative, non-QPAM-based individual exemption. The Department 
invited comments on whether to ``develop[ ] an individual exemption on 
its own motion that would protect affected Covered Plans by permitting 
some, but not all, of the transactions covered by PTE 84-14.'' The 
Department stated that, if it ``took that approach, the UBS/CSAG 
affiliated entities would no longer rely on or reference PTE 84-14 for 
relief, but rather would rely on the new individual exemption for any 
relief, which would not be based on their status as QPAMs status under 
PTE 84-14.'' The Applicants oppose such an alternative. They maintain 
that the current QPAMs have existing contracts that expressly rely on 
the QPAM exemption or represent that the asset manager is a QPAM, and 
state that those contracts do not account for an alternative such as 
the Department describes. Moreover, the Applicants assert that the QPAM 
exemption is widely accepted and understood by sophisticated clients; 
it cannot suddenly be replaced, and withdrawing its availability from a 
particular asset manager would put that firm at a competitive 
disadvantage. Applicants claim that this is directly contrary to the 
purposes of financial strength and stability that regulators intended 
to be achieved by UBS-Credit Suisse merger. Applicants state that if 
the Department is interested in creating an alternative to the QPAM 
exemption, it should make the alternative available to all asset 
managers concurrently with the QPAM exemption, so that the alternative 
can gain broad market adoption and any such alternative would need to 
be clearly delineated and published for notice and comment.
    Department's Response: The Department appreciates the Applicants' 
response to the request for information on the idea of a non-QPAM-
linked exemption and will take the response into account in any future 
considerations on this issue. Any decision to develop a non-QPAM-linked 
individual exemption will be subject to a full notice and comment 
period.
Comment 15: Miscellaneous Other Requested Revisions From the Applicants
    Applicants also requested several other miscellaneous revisions to 
the proposed exemptions, as follows:
    A. Remove references to Credit Suisse Asset Management Limited 
because it is no longer acting as a QPAM. Specifically, strike Section 
I(a)(3), and remove references to Credit Suisse Asset Management 
Limited from Sections I(a)(4) and I(b)(1).
    B. Revise Section I(c)(2) which read, ``(2) the judgment of 
conviction against CSSEL in Case Number 1:21-cr-00520-WFK (the ``CSSEL 
Conviction'');'' to more fully describe the conviction as: ``(2) the 
judgment of conviction against CSSEL for one count of conspiracy to 
commit wire fraud (18 U.S.C. 1349) that was entered in the District 
Court for the Eastern District of New York on July 22, 2022, in Case 
Number 1:21-cr-00520-WFK (the `CSSEL Conviction').''
    C. Revise Section I(c)(5) to include the italicized regarding the 
appellate court decision upholding the conviction: ``the judgment of 
conviction on February 20, 2019, against UBS and UBS France in case 
Number 1105592033 in the French First Instance Court and a decision 
upholding the February 20, 2019 judgment of the French First Instance 
Court (the `2019 French Conviction').''
    D. Correct the presiding judge's initials in the case number in 
Sections I(c)(4), I(f), and III(a)(i) to: ``3:15-cr-00076-SRU.''
    E. In Section I(e), correctly identify UBS and Credit Suisse 
entities that are engaging in the upcoming merger transaction, as 
follows: ``The term `Exemption Period' means the one-year period that 
begins on the closing date of the acquisition of CSG by UBS Group AG 
(hereinafter, the Merger).''
    F. In Section I(h), revise ``CS'' to ``CSAG.''
    Department's Response: The Department accepts the Applicants' 
requested revisions and has made the corresponding changes.

Publicly Available Information

    The complete application file (D-12089) is 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, please refer to the notice of 
proposed exemption published on May 12, 2023, at 88 FR 30785.

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 but not limited to 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 their 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 Covered Plans and their participants and beneficiaries; 
and (c) protective of the rights of the Covered Plan's participants and 
beneficiaries.
    (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 for 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 and are true at all times.
    Accordingly, after considering the entire record developed in 
connection with the Applicants' exemption application, the Department 
has determined to grant the following exemption under the authority of 
ERISA Section 408(a) in accordance with the Department's exemption 
procedures set forth in 29 CFR part 2570, subpart B: \8\
---------------------------------------------------------------------------

    \8\ 76 FR 66637, 66644 (October 27, 2011).
---------------------------------------------------------------------------

Exemption

Section I. Definitions

    (a) Names of Certain Corporate Entities:
    (1) The term ``CSG'' means Credit Suisse Group AG, a publicly 
traded corporation organized under the laws of Switzerland.
    (2) The term ``CSAG'' means Credit Suisse AG and is 100% owned by 
CSG.
    (3) The term ``CSSAM LLC'' or CSAM means Credit Suisse Asset 
Management, LLC which is a Credit Suisse asset management affiliate.
    (4) The term ``CSSEL'' means Credit Suisse Securities (Europe) 
Limited and is headquartered in London, United Kingdom and indirectly a 
wholly owned subsidiary of CSG.

[[Page 36342]]

    (5) The term ``UBS'' means UBS AG, a publicly traded corporation 
organized under the laws of Switzerland.
    (6) The term ``UBS Americas'' means UBS Asset Management (Americas) 
Inc. and is one of the four UBS affiliates and is wholly owned by UBS 
Americas, Inc., a wholly owned subsidiary of UBS AG.
    (7) The term ``UBS France'' means UBS (France) S.A. and is a wholly 
owned subsidiary of UBS incorporated under the laws of France.
    (8) The term ``UBS Hedge Fund Solutions LLC'' was formerly known as 
UBS Alternative and Quantitative Investments, LLC is one of four UBS 
affiliates and is wholly owned by UBS Americas Holding LLC, a wholly 
owned subsidiary of UBS AG.
    (9) The term ``UBS O'Connor LLC'' is one of four UBS affiliates and 
is wholly owned by UBS Americas Holding LLC, a wholly owned subsidiary 
of UBS AG.
    (10) The term ``UBS Realty Investors LLC'' is one of the four UBS 
affiliates and is wholly owned by UBS Americas, Inc., a wholly owned 
subsidiary of UBS AG.
    (11) The term ``UBS Securities Japan'' means UBS Securities Japan 
Co. Ltd, a wholly owned subsidiary of UBS incorporated under the laws 
of Japan.
    (b) The term ``Affiliated QPAM'' means (1) the ``CS Affiliated 
QPAM,'' which is Credit Suisse Asset Management, LLC (``CSAM LLC''); 
and (2) the ``UBS QPAMs,'' which are UBS Asset Management (Americas) 
Inc., UBS Realty Investors LLC, UBS Hedge Fund Solutions LLC, UBS 
O'Connor LLC, and any future entity within the Asset Management or the 
Global Wealth Management Americas U.S. divisions of UBS that qualifies 
as a ``qualified professional asset manager'' (as defined in Section 
VI(a) of PTE 84-14) and that relies on the relief provided by PTE 84-
14, and with respect to which UBS is an ``affiliate'' (as defined in 
Part VI(d) of PTE 84-14). The term Affiliated QPAM excludes a 
Misconduct Entity.
    (c) The term ``Convictions'' means (1) the judgment of conviction 
against CSAG for one count of conspiracy to violate section 7206(2) of 
the Internal Revenue Code in violation of Title 18, United States Code, 
Section 371, that was entered in the District Court for the Eastern 
District of Virginia in Case Number 1:14-cr-188-RBS, on November 21, 
2014 (the ``CSAG Conviction''); (2) the judgment of conviction against 
CSSEL for one count of conspiracy to commit wire fraud (18 U.S.C. 1349) 
that was entered in the District Court for the Eastern District of New 
York on July 22, 2022, in Case Number 1:21-cr-00520-WFK (the ``CSSEL 
Conviction''); (3) the judgment of conviction against UBS Securities 
Japan Co. Ltd. in case number 3:12-cr-00268-RNC in the U.S. District 
Court for the District of Connecticut for one count of wire fraud in 
violation of Title 18, United States Code, sections 1343 and 2 in 
connection with submission of YEN London Interbank Offered Rates and 
other benchmark interest rates; (4) the judgment of conviction against 
UBS in case number 3:15-cr-00076-SRU in the U.S. District Court for the 
District of Connecticut for one count of wire fraud in violation of 
Title 18, United States Code, Sections 1343 and 2 in connection with 
UBS's submission of Yen London Interbank Offered Rates and other 
benchmark interest rates between 2001 and 2010; and (5) the judgment of 
conviction on February 20, 2019, against UBS and UBS France in case 
Number 1105592033 in the French First Instance Court and a decision 
upholding the February 20, 2019 judgment of the French First Instance 
Court (the 2019 French Conviction).
    (d) The term ``Covered Plan'' means a plan subject to Part IV of 
Title I of ERISA (an ``ERISA-covered plan'') or a plan subject to Code 
section 4975 (an ``IRA''), in each case, with respect to which an 
Affiliated QPAM relies on PTE 84-14, or with respect to which an 
Affiliated QPAM (or any CSAG or UBS affiliate) has expressly 
represented that the manager qualifies as a QPAM or relies on PTE 84-
14. A Covered Plan does not include an ERISA-covered plan or IRA to the 
extent the Affiliated QPAM has expressly disclaimed reliance on QPAM 
status or PTE 84-14 in entering into a contract, arrangement, or 
agreement with the ERISA-covered plan or IRA. Notwithstanding the 
above, an Affiliated QPAM may disclaim reliance on QPAM status or PTE 
84-14 in a written modification of a contract, arrangement, or 
agreement with an ERISA-covered plan or IRA, where: the modification is 
made in a bilateral document signed by the client; the client's 
attention is specifically directed toward the disclaimer; and the 
client is advised in writing that, with respect to any transaction 
involving the client's assets, the Affiliated QPAM will not represent 
that it is a QPAM, and will not rely on the relief described in PTE 84-
14.
    (e) The term ``Exemption Period'' means the one-year period that 
begins on the closing date of the acquisition of CSG by UBS Group AG 
(hereinafter, the Merger).
    (f) The term ``FX Misconduct'' means the conduct engaged in by UBS 
personnel described in Exhibit 1 of the Plea Agreement (Factual Basis 
for Breach) entered into between UBS and the Department of Justice 
Criminal Division, on May 20, 2015, in connection with Case Number 
3:15-cr-00076-SRU filed in the US District Court for the District of 
Connecticut.
    (g) The term ``Misconduct Entity'' means an entity subject to one 
of the Convictions described above, i.e., UBS, UBS Securities Japan, 
UBS France, CSAG and CSSEL.
    (h) The term ``Related QPAM'' means any current or future 
``qualified professional asset manager'' (as defined in Section VI(a) 
of PTE 84-14) that relies on the relief provided by PTE 84-14, and with 
respect to which CSAG or UBS owns a direct or indirect five (5) percent 
or more interest, but with respect to which a Misconduct Entity is not 
an ``affiliate'' (as defined in section VI(d)(1) of PTE 84-14). The 
term ``Related QPAM'' excludes a Misconduct Entity.
    (i) The term ``best knowledge,'' ``to the best of one's 
knowledge,'' ``best knowledge at that time,'' and other similar ``best 
knowledge'' terms shall include matters that are known to the 
applicable individual or should be known to such individual upon the 
exercise of such individual's due diligence required under the 
circumstances, and, with respect to an entity other than a natural 
person, such term includes matters that are known to the directors and 
officers of the entity or should be known to such individuals upon the 
exercise of such individuals' due diligence required under the 
circumstances.

Section II. Covered Transactions

    Under this exemption, the Affiliated QPAMs and the Related QPAMs 
would not be precluded from relying on the exemptive relief provided by 
Prohibited Transaction Class Exemption 84-14 (PTE 84-14) \9\ during the 
Exemption Period, notwithstanding the ``Convictions,'' provided that 
the definitions in Section I and the conditions in Section III are 
satisfied.
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    \9\ 49 FR 9494 (March 13, 1984), as corrected at 50 FR 41430 
(Oct. 10, 1985), as amended at 70 FR 49305 (Aug. 23, 2005), and as 
amended at 75 FR 38837 (July 6, 2010).
---------------------------------------------------------------------------

Section III. Conditions

    (a) The Affiliated QPAMs and the Related QPAMs (including their 
officers, directors, agents other than the Misconduct Entities, 
employees of such QPAMs, and employees of Misconduct Entities that do 
work for Affiliated or Related QPAMs described in subparagraph (d) 
below) did not know or did not have reason to know of and did not 
participate in the conduct underlying the Convictions and the FX

[[Page 36343]]

Misconduct. Further, any other party engaged on behalf of the 
Affiliated QPAMs and the Related QPAMs who had responsibility for, or 
exercised authority in connection with, the management of plan assets 
did not know or have reason to know of and did not participate in the 
criminal conduct underlying the Convictions described in Section 
I(c)(1) and (2) and the 2019 French Conviction.
    For all purposes of this exemption, the ``conduct'' of any person 
or entity that is the ``subject of the Convictions'' encompasses any 
misconduct of CSAG, CSSEL, UBS, UBS France, UBS Securities Japan, and/
or their personnel: (i) that is described in Exhibit 3 to the Plea 
Agreement entered into between UBS and the Department of Justice 
Criminal Division, on May 20, 2015, in connection with case number 
3:15-cr-00076-SRU; (ii) that is described in Exhibits 3 and 4 to the 
Plea Agreement entered into between UBS Securities Japan and the 
Department of Justice Criminal Division, on December 19, 2012, in 
connection with case number 3:12-cr-00268-RNC; (iii) that is the basis 
of the 2019 French Conviction; and (iv) that is the subject of the CSAG 
and CSSEL convictions described in Section I(c)(1) and (c)(2); and for 
purposes of the exemption as well as the avoidance of doubt, the term 
``participate in'' (as included paragraph (c) below), refers not only 
to active participation in the criminal conduct but includes an 
individual or entity's knowledge or approval of the criminal conduct, 
without taking active steps to prohibit such conduct, such as reporting 
the conduct to the individual's supervisors, and to the Board of 
Directors.
    (b) The Affiliated QPAMs and the Related QPAMs (including their 
officers, directors, agents other than the Misconduct Entities, 
employees of such QPAMs, and CSAG employees described in subparagraph 
(d)(3) below) did not receive direct compensation, or knowingly receive 
indirect compensation, in connection with the criminal conduct of that 
is the subject of the Convictions and the UBS FX Misconduct. Further, 
any other party engaged on behalf of the Affiliated QPAMs and the 
Related QPAMs who had responsibility for, or exercised authority in 
connection with the management of plan assets did not receive direct 
compensation, or knowingly receive indirect compensation, in connection 
with the criminal conduct of that is the subject of the Convictions;
    (c) The Affiliated QPAMs do not currently and will not in the 
future employ or knowingly engage any of the individuals who 
participated in the criminal conduct underlying the Convictions;
    (d) At all times during the Exemption Period, no Affiliated QPAM 
will use its authority or influence to direct an ``investment fund'' 
(as defined in Section VI(b) of PTE 84-14) that is subject to ERISA or 
the Code and managed by such Affiliated QPAM with respect to one or 
more Covered Plans, to enter into any transaction with a Misconduct 
Entity or to engage a Misconduct Entity to provide any service to such 
investment fund, for a direct or indirect fee borne by such investment 
fund, regardless of whether such transaction or service may otherwise 
be within the scope of relief provided by an administrative or 
statutory exemption. An Affiliated QPAM will not fail this condition 
solely because:
    (1) A CSAG (or successor) affiliate serves as a local sub-custodian 
that is selected by an unaffiliated global custodian that, in turn, is 
selected by someone other than an Affiliated QPAM or Related QPAM;
    (2) CSAG (or a successor) provides only necessary, non-investment 
related, non-fiduciary services that support the operations of an 
Affiliated QPAM, at an Affiliated QPAM's own expense, and the Covered 
Plan is not required to pay any additional fee beyond its agreed-to 
asset management fee. This exception does not permit CSAG or its 
branches (or a successor) to provide any service to an investment fund 
managed by an Affiliated QPAM or Related QPAM; or
    (3) CSAG (or successor) employees are double-hatted, seconded, 
supervised, or subject to the control of an Affiliated QPAM;
    (e) Any failure of an Affiliated QPAM to satisfy Section I(g) of 
PTE 84-14 arose solely from the Convictions;
    (f) An Affiliated QPAM or a Related QPAM did not exercise authority 
over the assets of any plan subject to Part 4 of Title I of ERISA (an 
``ERISA-covered plan'') or Code section 4975 (an ``IRA'') in a manner 
that it knew or should have known would further the criminal conduct 
underlying the Convictions; or cause the Affiliated QPAM or Related 
QPAM or its affiliates to directly or indirectly profit from the 
criminal conduct underlying the Convictions;
    (g) No Misconduct Entity will act as a fiduciary within the meaning 
of ERISA section 3(21)(A)(i) or (iii) or Code section 4975(e)(3)(A) and 
(C) with respect to ERISA-covered Plan and IRA assets, except that each 
may act as such a fiduciary (1) with respect to employee benefit plans 
sponsored for its own employees or employees of an affiliate; or (2) in 
connection with securities lending services of the New York Branch of 
CSAG. No Misconduct Entity will be treated as violating the conditions 
of the exemption solely because it acted as an investment advice 
fiduciary within the meaning of ERISA section 3(21)(A)(ii) or Code 
section 4975(e)(3)(B);
    (h)(1) Each Affiliated QPAM must maintain, adjust (to the extent 
necessary), implement, and follow the written policies and procedures 
described below (Policies).\10\ The Policies must require and be 
reasonably designed to ensure that:
---------------------------------------------------------------------------

    \10\ This exemption does not preclude the UBS QPAMs and CS 
Affiliated QPAM from maintaining separate Policies provided that the 
Policies comply with this exemption.
---------------------------------------------------------------------------

    (i) The asset management decisions of the QPAM are conducted 
independently of the corporate and management and business activities 
of each Misconduct Entity, and without considering any fee a related 
local sub-custodian may receive from those decisions. This condition 
does not preclude an Affiliated QPAM, as defined in Section I(b)(1), 
from receiving publicly available research and other widely available 
information from a CSAM affiliate, other than CSSEL, or from a UBS 
affiliate;
    (ii) The QPAM fully complies with ERISA's fiduciary duties, and 
with ERISA and the Code's prohibited transaction provisions, in each 
case as applicable with respect to each Covered Plan, and does not 
knowingly participate in any violation of these duties and provisions 
with respect to Covered Plans;
    (iii) The QPAM does not knowingly participate in any other person's 
violation of ERISA or the Code with respect to Covered Plans;
    (iv) Any filings or statements made by the QPAM to regulators, 
including but not limited to, the Department, the Department of the 
Treasury, the Department of Justice, and the Pension Benefit Guaranty 
Corporation, on behalf of or in relation to Covered Plans, are 
materially accurate and complete, to the best of such QPAM's knowledge 
at that time;
    (v) To the best of its knowledge at that time, the QPAM does not 
make material misrepresentations or omit material information in its 
communications with such regulators with respect to Covered Plans, or 
make material misrepresentations or omit material information in its 
communications with Covered Plans; and
    (vi) The QPAM complies with the terms of this one-year exemption, 
and

[[Page 36344]]

CSAG complies with the terms of Section III(d)(2);
    (2) Any violation of, or failure to comply with an item in 
subparagraphs (h)(1)(ii) through (vi), is corrected as soon as 
reasonably possible upon discovery, or as soon after the QPAM 
reasonably should have known of the noncompliance (whichever is 
earlier), and any such violation or compliance failure not so corrected 
is reported, upon the discovery of such failure to so correct, in 
writing. This report must be made to the head of compliance and the 
general counsel (or their functional equivalent) of the relevant QPAM 
that engaged in the violation or failure, and the independent auditor 
responsible for reviewing compliance with the Policies. A QPAM will not 
be treated as having failed to develop, implement, maintain, or follow 
the Policies, if it corrects any instance of noncompliance as soon as 
reasonably possible upon discovery, or as soon as reasonably possible 
after the QPAM reasonably should have known of the noncompliance 
(whichever is earlier), and provided that it adheres to the reporting 
requirements set forth in this subparagraph (2);
    (3) Each Affiliated QPAM must maintain, adjust (to the extent 
necessary), and implement or continue a program of training during the 
Exemption Period (the Training) that is conducted at least annually for 
all relevant Affiliated QPAM asset/portfolio management, trading, 
legal, compliance, and internal audit personnel.\11\ The Training must:
---------------------------------------------------------------------------

    \11\ This exemption does not preclude an Affiliated QPAM from 
maintaining separate training programs provided each training 
program complies with this exemption.
---------------------------------------------------------------------------

    (i) At a minimum, cover the Policies, ERISA and Code compliance 
(including applicable fiduciary duties and the prohibited transaction 
provisions), ethical conduct, the consequences for not complying with 
the conditions of this exemption (including any loss of exemptive 
relief provided herein), and the requirement for prompt reporting of 
wrongdoing; and
    (ii) Be conducted by a professional who has been prudently selected 
and who has appropriate technical training and proficiency with ERISA 
and the Code to perform the tasks required by this exemption; and
    (iii) Be conducted in-person, electronically, or via a website;
    (i)(1) Each CS Affiliated QPAM (as defined in Section I(b)(1) 
submits to an audit by an independent auditor, who has been prudently 
selected and who has appropriate technical training and proficiency 
with ERISA and the Code, to evaluate the adequacy of, and each CS 
Affiliated QPAM's compliance with, the Policies and Training described 
above in Section III(h). The audit requirement must be incorporated in 
the Policies. The audit must cover the Exemption Period and must be 
completed no later than 180 days after the Exemption Period. The prior 
exemption audits required pursuant to PTE 2019-07 and PTE 2022-01 must 
be completed in accordance with the audit requirements of these prior 
exemptions for the prior period of November 21, 2021, through the 
beginning date of the Exemption Period of this one-year exemption 
within 180 days of the beginning of the Exemption Period of this one-
year exemption. These prior exemption audits and coinciding audit 
reports can be combined into one audit and report for the prior 
exemption audits. The prior exemption audit report(s) must be submitted 
in accordance with section III(i)(9) below;
    (2) Within the scope of the audit and to the extent necessary for 
the auditor, in its sole opinion, to complete its audit and comply with 
the conditions for relief described herein, and only to the extent such 
disclosure is not prevented by state or federal statute, or involves 
communications subject to attorney client privilege, each CS Affiliated 
QPAM and, if applicable, CSAM, will grant the auditor unconditional 
access to its business, including, but not limited to: its computer 
systems; business records; transactional data; workplace locations; 
training materials; and personnel. Such access is limited to 
information relevant to the auditor's objectives as specified by the 
terms of this exemption;
    (3) The auditor's engagement must specifically require the auditor 
to determine whether each CS Affiliated QPAM has developed, 
implemented, maintained, and followed the Policies in accordance with 
the conditions of this one-year exemption, and has developed and 
implemented the Training, as required herein;
    (4) The auditor's engagement must specifically require the auditor 
to test each CS Affiliated QPAM's operational compliance with the 
Policies and Training. In this regard, the auditor must test, for each 
CS Affiliated QPAM, a sample of such: (1) CS Affiliated QPAM's 
transactions involving Covered Plans; (2) each CS Affiliated QPAM's 
transactions involving CSAM affiliates that serve as a local sub-
custodian. The samples must be sufficient in size and nature to afford 
the auditor a reasonable basis to determine such CS Affiliated QPAM's 
operational compliance with the Policies and Training;
    (5) For each audit, on or before the end of the relevant period 
described in Section III(i)(1) for completing the audits, the auditor 
must issue a written report (the Audit Report) to CSAM and the CS 
Affiliated QPAM to which the audit applies that describes the 
procedures performed by the auditor in connection with its examination. 
The auditor, at its discretion, may issue a single consolidated Audit 
Report that covers all the CS Affiliated QPAMs. The Audit Report must 
include the auditor's specific determinations regarding:
    (i) The adequacy of each CS Affiliated QPAM's Policies and 
Training; each CS Affiliated QPAM's compliance with the Policies and 
Training; the need, if any, to strengthen such Policies and Training; 
and any instance of the respective CS Affiliated QPAM's noncompliance 
with the written Policies and Training described in Section III(h) 
above. The CS Affiliated QPAM must promptly address any noncompliance. 
The CS Affiliated QPAM must promptly address or prepare a written plan 
of action to address any determination as to the adequacy of the 
Policies and Training and the auditor's recommendations (if any) with 
respect to strengthening the Policies and Training of the respective CS 
Affiliated QPAM. Any action taken or the plan of action to be taken by 
the respective CS Affiliated QPAM must be included in an addendum to 
the Audit Report (such addendum must be completed before to the 
certification described in Section III(i)(7) below). In the event such 
a plan of action to address the auditor's recommendation regarding the 
adequacy of the Policies and Training is not completed by the time of 
submission of the Audit Report, the following period's Audit Report 
must state whether the plan was satisfactorily completed. Any 
determination by the auditor that a CS Affiliated QPAM has implemented, 
maintained, and followed sufficient Policies and Training must not be 
based solely or in substantial part on an absence of evidence 
indicating noncompliance. In this last regard, any finding that a CS 
Affiliated QPAM has complied with the requirements under this 
subparagraph must be based on evidence that the particular CS 
Affiliated QPAM has actually implemented, maintained, and followed the 
Policies and Training required by this exemption. Furthermore, the 
auditor must not solely rely on the Annual Exemption Report created by 
the Compliance Officer, as described in Section III(o) below, as the 
basis for the auditor's conclusions in lieu of

[[Page 36345]]

independent determinations and testing performed by the auditor as 
required by Section III(i)(3) and (4) above; and
    (ii) The adequacy of the Exemption Review described in Section 
III(n);
    (6) The auditor must notify the respective CS Affiliated QPAM of 
any instance of noncompliance identified by the auditor within five (5) 
business days after such noncompliance is identified by the auditor, 
regardless of whether the audit has been completed as of that date;
    (7) With respect to the Audit Report, the general counsel, or one 
of the three most senior executive officers of the CS Affiliated QPAM 
or successor 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; that, to the best of such officer's 
knowledge at the time, the CS Affiliated QPAM has addressed, corrected, 
and remedied any noncompliance and inadequacy or has an appropriate 
written plan to address any inadequacy regarding the Policies and 
Training identified in the Audit Report. This certification must also 
include the signatory's determination that, to the best of the 
officer's knowledge at the time, the Policies and Training in effect at 
the time of signing are adequate to ensure compliance with the 
conditions of this exemption, and with the applicable provisions of 
ERISA and the Code. Notwithstanding the above, no person, including any 
person referenced in the CSAG or CSSEL Statement of Facts that gave 
rise to the CSAG or CSSEL Plea Agreement, who knew of, or should have 
known of, or participated in, any misconduct described in the CSAG or 
CSSEL Statement of Facts, by any party, may provide the certification 
required by this exemption, unless the person took active documented 
steps to stop the misconduct.
    (8) The Risk Committee of UBS Group AG's Board of Directors is 
provided a copy of the Audit Report and a senior executive officer of 
UBS Group AG's Compliance and Operational Risk Control function must 
review the Audit Report for each CS Affiliated QPAM and must certify in 
writing, under penalty of perjury, that such person has reviewed each 
Audit Report. The Audit Report under this section III(i) must comply 
with the delivery and certification requirements in section III(j)(8) 
below;
    (9) Each CS Affiliated QPAM provides its certified Audit Report to 
the Department by regular mail addressed to: Office of Exemption 
Determinations (OED), 200 Constitution Avenue NW, Washington, DC 20001, 
or via email to [email protected]. The delivery must take place no later 
than 45 days following completion of the Audit Report. The Audit Report 
will be made part of the public record regarding this one-year 
exemption. Furthermore, each CS Affiliated QPAM must make its Audit 
Reports unconditionally available, electronically or otherwise, for 
examination upon request by any duly authorized employee or 
representative of the Department, other relevant regulators, and any 
fiduciary of a Covered Plan;
    (10) Any engagement agreement with an auditor to perform the audit 
required by this exemption must be submitted to OED no later than two 
(2) months after the execution of such agreement;
    (11) The auditor must provide the Department, upon request, for 
inspection and review, access to all the workpapers created and used in 
connection with the audit, provided such access, inspection, and review 
is otherwise permitted by law; and
    (12) CSAM and/or the CS Affiliated QPAM must notify the Department 
of a change in the independent auditor no later than two (2) months 
after the engagement of a substitute or subsequent auditor and must 
provide an explanation for the substitution or change including a 
description of any material disputes involving the terminated auditor 
and CSAM and/or the CS Affiliated QPAMs;
    (j)(1) Each UBS QPAM (as defined in Section I(b)(2) submits to an 
audit conducted by an independent auditor, who has been prudently 
selected and who has appropriate technical training and proficiency 
with ERISA and the Code, to evaluate the adequacy of, and each UBS 
QPAM's compliance with, the Policies and Training described above in 
Section (h). The audit requirement must be incorporated in the 
Policies. The audit must cover the Exemption Period and it must be 
completed no later than 180 days after the end of the Exemption Period. 
The prior exemption audits required pursuant to PTE 2020-01 must be 
completed in accordance with the audit requirement of PTE 2020-01 for 
the prior periods of: (1) March 20, 2022 through March 19, 2023; and 
(2) March 20, 2023 through the beginning date of the Exemption Period 
for this one-year exemption, and each audit must be provided within 180 
days of the beginning of the Exemption Period. The prior exemption 
audits and coinciding audit reports can be combined into one audit and 
report for the prior exemption audits. The prior exemption audit 
report(s) must be submitted in accordance with section III(j)(9) below;
    (2) Within the scope of the audit and to the extent necessary for 
the auditor, in its sole opinion, to complete its audit and comply with 
the conditions for relief described herein, and only to the extent such 
disclosure is not prevented by state or federal statute, or involves 
communications subject to attorney-client privilege, each UBS QPAM and, 
if applicable, UBS, will grant the auditor unconditional access to its 
business, including, but not limited to: its computer systems; business 
records; transactional data; workplace locations; training materials; 
and personnel. Such access is limited to information relevant to the 
auditor's objectives as specified by the terms of this exemption;
    (3) The auditor's engagement must specifically require the auditor 
to determine whether each UBS QPAM has developed, implemented, 
maintained, and followed the Policies in accordance with the conditions 
of this one-year exemption, and has developed and implemented the 
Training, as required herein;
    (4) The auditor's engagement must specifically require the auditor 
to test each UBS QPAM's operational compliance with the Policies and 
Training. In this regard, the auditor must test, for each UBS QPAM, a 
sample of such UBS QPAM's transactions involving Covered Plans, 
sufficient in size and nature to afford the auditor a reasonable basis 
to determine such UBS QPAM's operational compliance with the Policies 
and Training;
    (5) For the audit, on or before the end of the relevant period 
described in Section I(k)(1) for completing the audit, the auditor must 
issue a written report (the Audit Report) to UBS and the UBS QPAM to 
which the audit applies that describes the procedures performed by the 
auditor in connection with its examination. The auditor, at its 
discretion, may issue a single consolidated Audit Report that covers 
all the UBS QPAMs. The Audit Report must include the auditor's specific 
determinations regarding:
    (i) The adequacy of each UBS QPAM's Policies and Training; each UBS 
QPAM's compliance with the Policies and Training; the need, if any, to 
strengthen such Policies and Training; and any instance of the 
respective UBS QPAM's noncompliance with the written Policies and 
Training described in Section III(h) above. The UBS QPAM must promptly 
address any noncompliance. The UBS QPAM must promptly address or 
prepare a written plan of action to address any determination as to the 
adequacy of the Policies and Training and the auditor's

[[Page 36346]]

recommendations (if any) with respect to strengthening the Policies and 
Training of the respective UBS QPAM. Any action taken or the plan of 
action to be taken by the respective UBS QPAM must be included in an 
addendum to the Audit Report (such addendum must be completed prior to 
the certification described in Section III(j)(7) below). In the event 
such a plan of action to address the auditor's recommendation regarding 
the adequacy of the Policies and Training is not completed by the time 
of submission of the Audit Report, the following period's Audit Report 
must state whether the plan was satisfactorily completed. Any 
determination by the auditor that a UBS QPAM has implemented, 
maintained, and followed sufficient Policies and Training must not be 
based solely or in substantial part on an absence of evidence 
indicating noncompliance. In this last regard, any finding that a UBS 
QPAM has complied with the requirements under this subparagraph must be 
based on evidence that each UBS QPAM has implemented, maintained, and 
followed the Policies and Training required by this exemption. 
Furthermore, the auditor must not solely rely on the Exemption Report 
created by the Compliance Officer, as described in Section I(m) below, 
as the basis for the auditor's conclusions in lieu of independent 
determinations and testing performed by the auditor as required by 
Section III(j)(3) and (4) above; and
    (ii) The adequacy of the Exemption Review described in Section 
III(n);
    (6) The auditor must notify the respective UBS QPAM of any instance 
of noncompliance identified by the auditor within five (5) business 
days after such noncompliance is identified by the auditor, regardless 
of whether the audit has been completed as of that date;
    (7) With respect to the Audit Report, the General Counsel, or one 
of the three most senior executive officers of the UBS 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; that, to the best of such officer's knowledge at the time, 
such UBS QPAM has addressed, corrected, and remedied any noncompliance 
and inadequacy or has an appropriate written plan to address any 
inadequacy regarding the Policies and Training identified in the Audit 
Report. Such certification must also include the signatory's 
determination that, to the best of such officer's knowledge at the 
time, the Policies and Training in effect at the time of signing are 
adequate to ensure compliance with the conditions of this exemption and 
with the applicable provisions of ERISA and the Code;
    (8) The Risk Committee of UBS Group AG's Board of Directors is 
provided a copy of the Audit Report; and a senior executive officer of 
UBS Group AG's Compliance and Operational Risk Control function must 
review the Audit Report for each UBS QPAM and must certify in writing, 
under penalty of perjury, that such officer has reviewed the Audit 
Report;
    (9) Each UBS QPAM provides its certified Audit Report, by regular 
mail to: Office of Exemption Determinations (OED), 200 Constitution 
Avenue NW, Washington, DC 20001; or via email to [email protected]. This 
delivery must take place no later than 45 days following completion of 
the Audit Report. The Audit Reports will be made part of the public 
record regarding this one-year exemption. Furthermore, each UBS QPAM 
must make its Audit Reports unconditionally available, electronically 
or otherwise, for examination upon request by any duly authorized 
employee or representative of the Department, other relevant 
regulators, and any fiduciary of a Covered Plan;
    (10) Any engagement agreement with an auditor to perform the audit 
required by this exemption that is entered into subsequent to the 
effective date of this exemption must be submitted to OED no later than 
two months after the execution of such agreement;
    (11) The auditor must provide the Department, upon request, for 
inspection and review, access to all the workpapers created and used in 
connection with the audit, provided such access and inspection is 
otherwise permitted by law; and
    (12) UBS must notify the Department of a change in the independent 
auditor no later than two months after the engagement of a substitute 
or subsequent auditor and must provide an explanation for the 
substitution or change including a description of any material disputes 
between the terminated auditor and UBS;
    (k) As of the effective date of this one-year exemption, with 
respect to any arrangement, agreement, or contract between an 
Affiliated QPAM and a Covered Plan, the QPAM agrees and warrants to 
Covered Plans:
    (1) To comply with ERISA and the Code, as applicable with respect 
to such Covered Plan; to refrain from engaging in prohibited 
transactions that are not otherwise exempt (and to promptly correct any 
prohibited transactions); and to comply with the standards of prudence 
and loyalty set forth in ERISA Section 404 with respect to each such 
ERISA-covered plan and IRA to the extent that ERISA Section 404 is 
applicable;
    (2) To indemnify and hold harmless the Covered Plan for any actual 
losses resulting directly from the QPAM's violation of ERISA's 
fiduciary duties, as applicable, and of the prohibited transaction 
provisions of ERISA and the Code, as applicable; a breach of contract 
by the QPAM; or any claim arising out of the failure of such QPAM to 
qualify for the exemptive relief provided by PTE 84-14 as a result of a 
violation of Section I(g) of PTE 84-14, other than a Conviction covered 
under this exemption. This condition applies only to actual losses 
caused by the QPAM's violations. The term Actual Losses includes, but 
is not limited to, losses and related costs arising from unwinding 
transactions with third parties and from transitioning Plan assets to 
an alternative asset manager as well as costs associated with any 
exposure to excise taxes under Code section 4975 as a result of a 
QPAM's inability to rely upon the relief in the QPAM Exemption;
    (3) Not to require (or otherwise cause) the Covered Plan to waive, 
limit, or qualify the liability of the QPAM for violating ERISA or the 
Code for engaging in prohibited transactions;
    (4) Not to restrict the ability of the Covered Plan to terminate or 
withdraw from its arrangement with the QPAM, with respect to any 
investment in a separately-managed account or pooled fund subject to 
ERISA and managed by such QPAM, with the exception of reasonable 
restrictions, appropriately disclosed in advance, that are specifically 
designed to ensure equitable treatment of all investors in a pooled 
fund in the event such withdrawal or termination may have adverse 
consequences for all other investors. In connection with any such 
arrangement involving investments in pooled funds subject to ERISA 
entered into after the effective date of this exemption, the adverse 
consequences must relate to a lack of liquidity of the underlying 
assets, valuation issues, or regulatory reasons that prevent the fund 
from promptly redeeming an ERISA-covered plan's or IRA's investment, 
and such restrictions must be applicable to all such investors and be 
effective no longer than reasonably necessary to avoid the adverse 
consequences;
    (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-

[[Page 36347]]

recognized abusive investment practices or specifically designed to 
ensure equitable treatment of all investors in a pooled fund in the 
event such withdrawal or termination may have adverse consequences for 
all other investors, provided that such fees are applied consistently 
and in a like manner to all such investors;
    (6) Not to include exculpatory provisions disclaiming or otherwise 
limiting liability of the QPAM for a violation of such agreement's 
terms. To the extent consistent with ERISA Section 410, however, this 
provision does not prohibit disclaimers for liability caused by an 
error, misrepresentation, or misconduct of a plan fiduciary or other 
party hired by the plan fiduciary who is independent of UBS (and 
affiliates) or CSAM (and affiliates), or damages arising from acts 
outside the control of the Affiliated QPAM; and
    (7) Within 120 days after the effective date of this one-year 
exemption, each QPAM must provide a notice of its obligations under 
this Section III(k) to each Covered Plan. For prospective Covered Plans 
that enter into a written asset or investment management agreement with 
a QPAM on or after a date that is 120 days after the effective date of 
this exemption, the QPAM must agree to its obligations under this 
Section III(k) in an updated investment management agreement between 
the QPAM and such clients or other written contractual agreement. 
Notwithstanding the above, a QPAM will not violate the condition solely 
because a Covered Plan refuses to sign an updated investment management 
agreement. For new Covered Plans that were provided an investment 
management agreement prior to the effective date of this exemption, 
returning it within 120 days after the effective date of this 
exemption, and that signed investment management agreement requires 
amendment to meet the terms of the exemption, the QPAM may provide the 
new Covered Plan with amendments that need not be signed with any 
documents required by this subsection (k) within ten (10) business days 
after receipt of the signed agreement.
    (l) Within 60 days after the effective date of this one-year 
exemption, each Affiliated QPAM provides notice of the proposed and 
final exemption as published in the Federal Register, along with a 
summary describing the facts that led to the Convictions (the Summary), 
which has been submitted to the Department, and a prominently displayed 
statement (the Statement) that the Convictions result in a failure to 
meet a condition in PTE 84-14, to each sponsor and beneficial owner of 
a Covered Plan that has entered into a written asset or investment 
management agreement with an Affiliated QPAM, or the sponsor of an 
investment fund in any case where an Affiliated QPAM acts as a sub-
adviser to the investment fund in which such ERISA-covered plan and IRA 
invests. All prospective Covered Plan clients that enter into a written 
asset or investment management agreement with an Affiliated QPAM after 
a date that is 60 days after the effective date of this exemption must 
receive a copy of the notice of the exemption, the Summary, and the 
Statement before, or contemporaneously with, the Covered Plan's receipt 
of a written asset or investment management agreement from the CS 
Affiliated QPAM or the UBS Affiliated QPAM. The notices may be 
delivered electronically (including by an email that has a link to the 
one-year exemption). An Affiliated QPAM does not need to send the 
required notices to plans for which an Affiliated QPAM neither relies 
on QPAM nor has represented that it is relying on QPAM.
    (m) The Affiliated QPAMs must comply with each condition of PTE 84-
14, as amended, with the sole exception of the violation of Section 
I(g) of PTE 84-14 that is attributable to the Convictions. If, during 
the Exemption Period, an entity within the CSAM or UBS corporate 
structure is convicted of a crime described in Section I(g) of PTE 84-
14 (other than the Convictions), relief in this exemption would 
terminate immediately;
    (n)(1) Within 60 days after the effective date of this exemption, 
each QPAM must designate a senior compliance officer (the Compliance 
Officer) who will be responsible for compliance with the Policies and 
Training requirements described herein. For purposes of this condition 
(n), each relevant line of business within a CS Affiliated QPAM or UBS 
Affiliated QPAM may designate its own Compliance Officer(s). 
Notwithstanding the above, the appointed Compliance Officer may not be 
a person who: (i) participated in the criminal conduct underlying the 
Convictions, or knew of, or (ii) had reason to know of, the criminal 
conduct without taking active documented steps to stop the misconduct;
    The Compliance Officer must conduct a review of each twelve-month 
period of the Exemption Period (the Exemption Review), to determine the 
adequacy and effectiveness of the implementation of the Policies and 
Training.\12\ With respect to the Compliance Officer, the following 
conditions must be met:
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    \12\ Pursuant to PTE 2020-01 and PTE 2022-01 the Compliance 
Officer must conduct an exemption review (annual review) for each 
period corresponding to the audit periods set forth in those 
exemptions and the Compliance officer's written report submitted to 
the Department within three (3) months of the end of the period to 
which it relates. Accordingly, the final exemption review pursuant 
to PTE 2020-01 must cover the period March 19, 2022 through the 
beginning date of the Exemption Period of this one-year exemption 
and must be completed within three (3) months from the end of the 
period to which it relates. Also, the final exemption review 
pursuant to PTE 2022-01 must cover the period November 21, 2022 
through the beginning date of the Exemption Period of this one-year 
exemption and must be completed within three (3) months from the end 
of the period to which it relates.
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    (i) The Compliance Officer must be a professional who has extensive 
experience with, and knowledge of, the regulation of financial services 
and products, including under ERISA and the Code; and
    (ii) The Compliance Officer must have a direct reporting line to 
the highest-ranking corporate officer in charge of compliance for the 
applicable Affiliated QPAM.
    (2) With respect to the Exemption Review, the following conditions 
must be met:
    (i) The Annual Exemption Review includes a review of the Affiliated 
QPAM's compliance with and effectiveness of the Policies and Training 
and of the following: any compliance matter related to the Policies or 
Training that was identified by, or reported to, the Compliance Officer 
or others within the compliance and risk control function (or its 
equivalent) during the time period; the most recent Audit Report issued 
pursuant to this exemption or PTE 2020-01 or PTE 2022-01; any material 
change in the relevant business activities of the Affiliated QPAMs; and 
any change to ERISA, the Code, or regulations related to fiduciary 
duties and the prohibited transaction provisions that may be applicable 
to the activities of the Affiliated QPAMs;
    (ii) The Compliance Officer prepares a written report for the 
Exemption Review (an Exemption Report) that (A) summarizes their 
material activities during the prior year; (B) sets forth any instance 
of noncompliance discovered during the prior year, and any related 
corrective action; (C) details any change to the Policies or Training 
to guard against any similar instance of noncompliance occurring again; 
and (D) makes recommendations, as necessary, for additional training, 
procedures, monitoring, or additional and/or

[[Page 36348]]

changed processes or systems, and management's actions on such 
recommendations;
    (iii) In the Exemption Report, the Compliance Officer must certify 
in writing that to the best of his or her knowledge at the time: (A) 
the report is accurate; (B) the Policies and Training are working in a 
manner which is reasonably designed to ensure that the Policies and 
Training requirements described herein are met; (C) any known instance 
of noncompliance during the prior year and any related correction taken 
to date have been identified in the Exemption Report; and (D) the 
Affiliated QPAMs have complied with the Policies and Training, and/or 
corrected (or are correcting) any known instances of noncompliance in 
accordance with Section III(h) above;
    (iv) The Exemption Report must be provided to appropriate corporate 
officers of CSAM and UBS and to each Affiliated QPAM to which such 
report relates, and to the head of compliance and the general counsel 
(or their functional equivalent) of CSAM, UBS, the relevant Affiliated 
QPAM. The Exemption Report must be made unconditionally available to 
the independent auditor described in Section III(i) above;
    (v) The Exemption Review, including the Compliance Officer's 
written Annual Exemption Report, must cover the Exemption Period, and 
The Annual Review, including the Compliance Officer's written Report, 
must be completed within three (3) months following the end of the 
period to which it relates;
    (o) UBS Group AG imposes its internal procedures, controls, and 
protocols on each Misconduct Entity to reduce the likelihood of any 
recurrence of conduct that is the subject of the Convictions;
    (p) Relief in this exemption will terminate on the date that is six 
months following the date that a U.S. regulatory authority makes a 
final decision that UBS or CSAM or an affiliate of either failed to 
comply in all material respects with any requirement imposed by such 
regulatory authority in connection with the Convictions;
    (q) Each Affiliated QPAM will maintain records necessary to 
demonstrate that the conditions of this exemption have been met for six 
(6) years following the date of any transaction for which the 
Affiliated QPAM relies upon the relief in this exemption;
    (r) During the Exemption Period, UBS must: (1) immediately disclose 
to the Department any Deferred Prosecution Agreement (a DPA) or Non-
Prosecution Agreement (an NPA) with the U.S. Department of Justice, 
entered into by UBS or CSAM or any of their affiliates (as defined in 
Section VI(d) of PTE 84-14) during the Exemption Period in connection 
with conduct described in Section I(g) of PTE 84-14 or section 411 of 
ERISA; and (2) immediately provide the Department with any information 
requested by the Department during the Exemption period, as permitted 
by law, regarding the agreement and/or conduct and allegations that led 
to the agreement. UBS does not need to redisclose pre-existing DPAs or 
NPAs, provided that such pre-existing DPAs or NPAs were previously 
disclosed to the Department. However, the Department notes that all 
such pre-existing DPAs and NPAs must be included as part of any request 
by UBS to extend this exemption;
    (s) Within 60 days after the effective date of this exemption, each 
Affiliated QPAM, in its agreements with, or in other written 
disclosures provided to Covered Plans, will clearly and prominently 
inform Covered Plan clients of their right to obtain a copy of the 
Policies or a description of the Policies (Summary Policies) that 
accurately summarizes key components of the QPAM's written Policies 
developed in connection with this exemption. If the Policies are 
thereafter changed, each Covered Plan client must receive a new 
disclosure within six (6) months following the end of the calendar year 
during which the Policies were changed.\13\ With respect to this 
requirement, the description may be continuously maintained on a 
website, provided that such website link to the Policies or Summary 
Policies is clearly and prominently disclosed to each Covered Plan;
---------------------------------------------------------------------------

    \13\ If the Applicant meets this disclosure requirement through 
Summary Policies, changes to the Policies shall not result in the 
requirement for a new disclosure unless, as a result of changes to 
the Policies, the Summary Policies are no longer accurate.
---------------------------------------------------------------------------

    (t) An Affiliated QPAM will not fail to meet the terms of this one-
year exemption solely because a different Affiliated QPAM fails to 
satisfy a condition for relief described in Section III(c), (d), (h), 
(i), (j), (k), (l), (m), (s) or (u); or if the independent auditor 
described in Section III(i) or (j) fails to comply with a provision of 
the exemption other than the requirement described in Section 
III(i)(11) and (j)(11), provided that such failure did not result from 
any actions or inactions of CSAM or UBS or its affiliates;
    (u) All the material facts and representations set forth in the 
Summary of Facts and Representations are true and accurate; and
    (v) Every six months following the merger of UBS and CSAG, UBS must 
submit a written report to the Department that updates the progress of 
the Merger. This report must also be provided to Covered Plan 
fiduciaries (including via an electronic link). Additionally, in its 
first report to the Department, UBS must: (1) identify the QPAMs using 
this exemption as the date of the Report; (2) provide details regarding 
the extent to which the CS Affiliated QPAMs have been integrated into 
UBS's operations and any other relevant changes with respect to any 
QPAMs that are using this exemption; and (3) any other changes, whether 
operational or otherwise, that impact any requirements under this 
exemption;
    Applicability Date: The exemption will be in effect for a period of 
one year beginning on the closing date of the Merger.

    Signed at Washington, DC, this 31st day of May 2023.
George Christopher Cosby,
Director, Office of Exemption Determinations, Employee Benefits 
Security Administration, U.S. Department of Labor.
[FR Doc. 2023-11864 Filed 6-1-23; 8:45 am]
BILLING CODE 4510-29-P