Public fund investments do not make contract holders owners of fund shares

Plain-English summary

Three investment funds offered their shares exclusively to life insurance company separate accounts that funded variable life and annuity contracts. The funds expected to invest in other regulated investment companies, including some funds available to the public. Contract holders could allocate premiums among insurance account options, but could not direct or recommend specific investments, communicate with the adviser about investment selection, or hold any direct or indirect interest in fund assets. The adviser retained sole discretion to select, remove, and change allocations among underlying portfolios, and underlying advisers separately managed those portfolios. The IRS ruled that investing in publicly available regulated investment companies would not cause the contract holders to be treated as owners of the funds' shares for federal income tax purposes.

Ruling snapshot

• Question: Would the funds' investments in publicly available regulated investment companies make variable contract holders the owners of the funds' shares?
• Outcome: Approved, the contract holders would not be treated as owners
• Key authorities: IRC §§ 61 and 817; Treas. Reg. § 1.817-5; Rev. Ruls. 77-85, 80-274, 81-225, 82-54, and 2003-91

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 201504005 Third Party Communication: None
Release Date: 1/23/2015 Date of Communication: Not Applicable
Index Number: 61.00-00, 817.00-00
Person To Contact:
--------------------------------- --------------------, ID No. ----------------
--------------------------------------------------- Telephone Number:
------------------------------------------------------------ --------------------
----------- Refer Reply To:
------------------------------------------------------ CC:CC:FIP:4
------------------------------------------ PLR-118784-14
----------------------------- PLR-118786-14
----------------------------- PLR-118787-14
Date:
October 14, 2014

Legend

Company = ---------------------------

Group = ----------------------------------------------------
------------------------------------------------------------------------------------------
---------------------------------------------

Adviser = ----------------------------------------------------

Fund A = ----------------------------------------------------

Fund B = -------------------------------------------------------------

Fund C = ------------------------------------------------------

State D = ------------

State E = ------

Date F = -------------
PLR-118784-14 2

Number g = --

Number h = --

Number i = ---

Number j = ---

Number k = ---

T = -----------------------------------------------

U = ------------------------------------------------------------------------------------------

V = -------------------------------------------------

W = --------------------------------------------------

X = ------------------------------------------------------------------------------------------

Y = -------------------------------

Z = ------------------------------------------------------------------------------------------

Dear ----------:

This letter is in response to the letter submitted by your authorized representatives
dated May 5, 2014, requesting rulings as to whether the insurance company or the
contract holders are the owner of shares of Fund A, Fund B and Fund C for federal
income tax purposes.

FACTS

Company is organized as a State D corporation. Company is registered as an open-
end management investment company with the Securities and Exchange Commission
(SEC) under the Investment Company Act of 1940, as amended (the 1940 Act).
Company’s shares are registered with the SEC under the Securities Act of 1933, as
amended (the 1933 Act).

Company is comprised of Number j separate investment portfolios. Each portfolio has
elected and qualified or intends to elect and qualify to be taxed as a regulated
PLR-118784-14 3

investment company (RIC) under subchapter M, of Subtitle A, Chapter 1, of the Internal
Revenue Code of 1986, as amended. Each investment portfolio is a fund as such term
is defined in section 851(g) of the Internal Revenue Code. As such, each Portfolio is
treated as a separate corporation for federal income tax purposes pursuant to section
851(g)(1) of the Code.

Each of Funds A, B and C (collectively, Funds) is a newly formed series of Company.
Funds use the accrual method of accounting for tax and accounting purposes and have
an annual accounting period that ends on Date F. Funds intend to elect and qualify to
be taxed as RICs under Subchapter M of Subtitle A, Chapter 1, of the Code. Each
Fund will file a federal income tax return on a fiscal year basis with a tax year ending on
Date F.

Funds’ shares and any beneficial interest in Funds are offered, except as otherwise
permitted by section 1.817-5(f)(3) of the Income Tax Regulations, exclusively to
separate accounts of life insurance companies for funding of variable annuity contracts
and variable life insurance policies (Variable Contracts). The Variable Contracts are
variable contracts within the meaning of section 817(d). The life insurance companies
whose separate accounts hold, or will hold shares are, or will be, life insurance
companies within the meaning of section 816(a). Each segregated account that holds,
or will hold Funds’ shares is, or will be, a separate account registered with the SEC as a
unit investment trust under the 1940 Act or exempt from registration under the 1940 Act.
Funds shares are not offered to the general public.

At Funds’ inception, Adviser will serve as Funds’ investment adviser. Adviser is a
corporation organized under the laws of State E and is registered with the SEC as an
investment advisor under the Investment Advisers Act of 1940. In accordance with the
requirements of Section 15 of the 1940 Act, the duration of the investment advisory
agreement between Company and Adviser shall continue in effect for a period of more
than Number g years only so long as the continuance is specifically approved at least
annually. The continuance must be approved (1) by the vote of a majority of those
members of the Board of Directors of Company who are not parties to the investment
advisory agreement or interested persons of any such party and by (2) the Board of
Directors of Company or by vote of a majority of the outstanding voting securities of
Funds.

Adviser currently contemplates that substantially all of Funds’ net assets, under normal
circumstances, will be invested in the shares of other investment companies, including
registered, open-end investment and exchange traded funds, (collectively, the
Underlying Portfolios) that invest in the relevant asset classes for each Underlying
Portfolio. The Underlying Portfolios consist of investment companies (Variable Funds)
that are offered to separate accounts of life insurance companies funding Variable
Contracts and investment companies offered to the public (publicly available RICs).
(The shares of the Variable Funds may also be held by a “fund of funds,” the shares of
PLR-118784-14 4

which, except as otherwise permitted by section 1.817-5(f)(3), are offered exclusively to
separate accounts of life insurance companies funding Variable Contracts.) Each
Underlying Portfolio in which a Fund invests has or shall elect and qualify to be taxed as
a RIC under Subchapter M of Subtitle A, Chapter 1 of the Code.

The primary investment objective of Fund A is long-term capital appreciation. Fund A
will invest, under normal circumstances, at least Number k percent of its assets in
shares of the Underlying Portfolios that have either adopted policies to invest at least
Number k percent of their assets in T or that will invest substantially all of their assets in
T. To diversify its investments, Fund A will invest primarily in a combination of
Underlying Portfolios that focus on different segments of U, with less than Number g
percent of its net assets invested in V.

The primary investment objective of Fund B is long-term capital appreciation. Fund B
will invest, under normal circumstances, at least Number k percent of its assets in
shares of Underlying Portfolios that have either adopted policies to invest in at least
Number k percent of their assets in W or that invest substantially all of their assets in W.
To diversify its investments, Fund B will invest in a combination of Underlying Portfolios
that focus on different segments of X, with less than Number h percent of its net assets
invested in V.

The primary investment objective of Fund C is total return consisting of current income
and capital appreciation. Fund C will invest, under normal circumstances, at least
Number k percent of its assets in shares of Underlying Portfolios that have either
adopted policies to invest at least Number k percent of their assets in Y or that invest
substantially all of their assets in Y. To diversify its investments, Fund C will invest in a
combination of Underlying Portfolios that focus on different segments of the Y market,
including Z, with less than Number g percent of its net assets invested in V.

Currently only a limited number of Group Variable Funds will provide Funds with
exposure to asset classes and segments of the equity and debt markets that will meet
their investment objectives. Moreover, in instances where Group Variable Funds exist
that meet Funds’ investment objectives, a similar Group publicly available RIC also
exists, typically with a lower expense ratio. Accordingly, to obtain exposure to certain
segments of the asset markets for which the Group’s Variable Funds are not available
and to more efficiently and effectively achieve its investment objectives, each Fund will
invest in a number of publicly available RICs. Funds currently expect to invest to some
extent in Variable Funds and the initial investment allocates at least Number i of each
Fund’s assets to Variable Funds.

Other than Contract Holder’s ability to allocate premiums and transfer amounts in
insurance company segregated asset accounts to and from those accounts
corresponding to Funds, all investment decisions concerning the Funds will be made by
Adviser in its sole and absolute discretion. A Contract Holder is not, and will not be,
PLR-118784-14 5

able to direct a Fund’s investment in any particular asset or recommend a particular
investment or investment strategy. There is no, and will be no, arrangement, plan,
contract or agreement between Adviser and a Contract Holder regarding to a particular
investment of any Fund, the availability of any Fund under the Variable Contract or
specific assets Funds will hold. No Contract Holder can, or will be able to, communicate
directly or indirectly with Adviser concerning the selection, quality, or rate of return on
any specific investment or group of investments Funds hold. No Contract Holder will
have any legal, equitable, direct or indirect ownership interest in any of Funds’ assets or
the Underlying Portfolios. Each Contract Holder will only have his or her contract rights
under the Variable Contract to receive cash from the insurance company at such times,
in such circumstances and in such amounts as are delineated by the terms of the
Variable Contract.

A Contract Holder does not have, and will not have any current knowledge of Funds’
specific assets other than as may be required under SEC rules to be presented in
periodic reports to the Funds’ shareholders. Additionally a Contract Holder will not
know the specific methodology used, or the specific factors taken into consideration, by
Adviser when determining the particular Underlying Portfolios in which the Funds will
invest. Further, no Contract Holder will have current knowledge of the specific
allocations of Funds’ assets among those Underlying Portfolios.

The percentage of a Fund’s assets invested in a particular Underlying Portfolio will not
be fixed in advance of any Contract Holder’s investment and will be subject to change
by Adviser at any time without notice to the Contract Holders. Adviser has the right to
add or remove Underlying Portfolios and to change the investment allocation
percentages in the Underlying Portfolios at any time without notice to the Contract
Holders. Adviser will periodically review each Fund’s Allocation to the Underlying
Portfolios and/or add or remove Underlying Portfolios to the extent Adviser determines
that this is desirable.

Each Fund will comply with the diversification requirements of section 817(h) of the
Code and section 1.817-5(b) of the regulations.

In addition to the facts presented above, the taxpayers also made the following
representations:

 (a) Each Underlying Portfolio intends to continue to qualify for the tax treatment
     afforded RICs under Part I of Subchapter M of the Code for each of its taxable
     years.

 (b) Each Fund will elect to be taxed as a RIC under Subchapter M of Subtitle A,
     Chapter 1, of the Code, and intends to qualify for the tax treatment afforded
     RICs under the Code for each of its taxable years.

PLR-118784-14 6

(c) There is not, and there will not be, any arrangement, plan, contract, or
    agreement between any future successor to Adviser or subadviser and any
    Contract Holder regarding Funds’ availability under the Variable Contract, or
    the specific assets Funds or the Underlying Portfolios will hold.

(d) There is not, and there will not be, any arrangement, plan, contract, or
    agreement between Group and a Contract Holder regarding the availability of a
    Group Underlying Portfolio or to the specific assets Funds hold.

(e) Other than Contract Holders’ ability to allocate Variable Contract premiums and
    transfer amounts in insurance company segregated asset accounts to and from
    those accounts corresponding to the respective Funds, all investment decisions
    concerning Funds are, and will be, made by any future successor to Adviser or
    subadviser in its sole and absolute discretion. The percentage of Funds’ assets
    invested in a particular publicly available RIC will not be fixed in advance of any
    Contract Holder’s investment and will be subject to change by any future
    successor to Adviser or subadviser at any time.

(f) Other than a Fund’s discretion over the percentage of the assets allocated to
    the Underlying Portfolios, all investment decisions of its assets allocated to the
    Group’s Underlying Portfolios will be made by Group, any subadviser to the
    Group Underlying Portfolios and the Group Underlying Portfolios’ Boards of
    Directors in their sole and absolute discretion.

(g) A Contract Holder cannot, and will not be able to, direct a Fund’s investment in
    any particular assets or recommend a particular investment or investment
    strategy, and there is not, and will not be, any agreement or plan between any
    future successor to Adviser or subadviser and a Contract Holder regarding a
    particular investment of the Funds.

(h) There is not, and will not be, any agreement or plan between Group and a
    Contract Holder regarding a particular investment of the Group Underlying
    Portfolios.

(i) No Contract Holder can, or will be able to, communicate directly or indirectly
    with any future successor to Adviser or subadviser concerning the selection,
    quality or rate of return on any specific investment or group of investments
    Funds hold.

(j) No Contract Holder can, or will be able to communicate directly or indirectly
    with Group concerning the selection, quality or rate of return on any specific
    investment or group of investments held by the Group Underlying Policies.

PLR-118784-14 7

Ruling Requested

Funds request a ruling that Funds’ investment in publicly available RICs will not cause
the Contract Holders to be treated as the owners of shares in Funds for federal income
tax purposes.

Law

Section 61(a) provides that the term “gross income” means all income from whatever
source derived, including gains derived from dealings in property, interest and
dividends.

A long standing doctrine of taxation provides that “taxation is not so much concerned
with the refinement of title as it is with actual command over the property taxed – the
actual benefit for which the tax is paid.” Corliss v. Bowers, 281 U.S. 376 (1930).

The incidence of taxation attributable to ownership of property is not shifted if the
transferor continues to retain significant control over the property transferred, Frank
Lyon Company v. United States, 435 U.S. 561 (1978); Commissioner v. Sunnen, 333
U.S. 591 (1948); Helvering v. Clifford, 309 U.S. 331 (1940), without regard to whether
such control is exercised through specific retention of legal title, the creation of a new
equitable but controlled interest, or the maintenance of effective benefits through the
imposition of a subservient agency. Christoffersen v. United States, 749 F.2d 513 (8th
Cir 1984).

Rev. Rul. 77-85, 1977-1 C.B.12, considers a situation in which the individual purchaser
of a variable annuity contract retained the right to direct the customer of the account
supporting that variable annuity to sell, purchase and exchange securities or other
assets held in the custodial account. The purchaser also was able to exercise an
owner’s right to vote account securities either through the custodian or individually. The
Internal Revenue Service (the “Service”) concluded that the purchaser possessed
“significant incidents of ownership” over the assets held in the custodial account. The
Service reasoned that if a purchaser of an “investment annuity” contract may select and
control the investment assets in the separate account of the life insurance company
issuing the contract, then the purchaser is treated as the owner of those assets for
federal income tax purposes. Thus, any interest, dividends or other income derived
from the investment assets are included in the purchaser’s gross income.

In Rev. Rul. 80-274, 1980-2 C.B. 27, the Service, applying Rev. Rul. 77-85, concluded
that, if a purchaser of an annuity contract may elect and control the certificates of
deposit supporting the contract, then the purchaser is considered the owner of the
certificates of deposit for income tax purposes. Similarly, Rev. Rul. 81-225, 1981-2 C.B.
12, concludes that investments in mutual fund shares to fund annuity contracts are
considered to be owned by the purchaser of the annuity contract if the mutual fund
PLR-118784-14 8

shares are available for purchase by the general public. Rev. Rul. 81-225 also
concludes that, if the mutual fund shares are available only through the purchase of an
annuity contract, then the sole function of the funds to provide an investment vehicle
that allows the issuing insurance company to meet its obligations under its annuity
contracts and the mutual fund shares are considered to be owned by the insurance
company. Finally, in Rev. Rul. 82-54, 1982-1 C.B. 11, the purchaser of certain annuity
contracts could allocate premium payments among three funds that had an unlimited
right to reallocate value among the funds prior to the maturity date of the annuity
contract. Interests in the funds were not available for purchase by the general public,
but were instead only available through the purchase of an annuity contract. The
Service concluded that the purchaser’s ability to choose among general investment
strategies (for example, between stock, bonds or money market instruments) either at
the time of the initial purposes or subsequent thereto, did not constitute control sufficient
to cause the contract holders to be treated as the owners of the mutual fund shares.

In Christoffersen v. United States, supra, the Eighth Circuit considered the federal tax
consequences of the ownership of shares supporting a segregated asset account. The
taxpayers in Christoffersen purchased a variable annuity contract that reflected the
investment return and market value of assets held in an account that was segregated
from the general asset account of the issuing insurance company. The taxpayers had
the right to direct that their premium payments be invested in any one of six publicly
traded mutual funds. The taxpayers could reallocate their investment among the funds
at any time. The taxpayers also had the right upon seven days’ notice to withdraw
funds, surrender the contract, or apply the accumulated value under the contract to
provide annuity payments.

The Eighth Circuit held that, for federal income tax purposes, the taxpayers, not the
issuing insurance company, owned the mutual fund shares that funded the variable
annuity. The court concluded that the taxpayer surrendered few of the rights of
ownership or control over the assets of the subaccount that supported the annuity
contract. According to the court, “the payment of annuity premiums, management fees
and the limitation of withdrawals to cash [did] not reflect a lack of ownership or control
as the same requirements could be placed on traditional brokerage or management
accounts.” Thus, the taxpayers were required to include in gross income any gains,
dividends or other income derived from the mutual fund shares.

Section 817, which was enacted by Congress as part of the Deficit Reduction Act of
1984 (Pub. L. No 98-369) (the “1984 Act”), provides rules regarding the federal income
tax treatment of variable life and annuity contracts. Section 817(d) of the Code defines
a “variable contract” as a contract that provides for the allocation of all or part of the
amounts received under the contract to an account that, pursuant to state law or
regulation, is segregated from the general asset accounts of the company and that
provides for the payment of annuities, or is a life insurance contract. In the legislative
history of the 1984 Act, Congress expressed its intent to deny life insurance treatment
PLR-118784-14 9

to any variable contract if the assets supporting the contract include funds publicly
available to investors.

   The conference agreement allows any diversified fund to be used as the
   basis of variable contracts so long as all shares of the funds are owned by
   one or more segregated asset accounts of insurance companies, but only
   if access to the fund is available exclusively through the purchase of a
   variable contract from an insurance company … In authorizing Treasury
   to prescribe diversification standards, the conferees intend that the
   standards be designed to deny annuity or life insurance treatment that are
   publicly available to investors…

H.R. Conf. Rep. No. 98-861, at 1055 (1984).

Section 817(h)(1) of the Code provides that a variable contract based on a segregated
asset account shall not be treated as an annuity, endowment, or life insurance contract
unless the segregated asset account is adequately diversified in accordance with
regulations prescribed by the Secretary of the Treasury. If a segregated asset account
is not adequately diversified, income earned by the segregated asset account is treated
as ordinary income received or accrued by the policyholders.

Approximately two years after the enactment of section 817(h), the Treasury
Department issued proposed and temporary regulations prescribing the minimum level
of diversification that must be met for an annuity or life insurance contract to be treated
as a variable contract within the meaning of section 817(d). The preamble to the
temporary regulations stated as follows:

   The temporary regulations … do not provide guidance concerning the
   circumstances in which investor control of the investments of a segregated
   asset account may cause the investor, rather than the insurance
   company, to be treated as the owner of the assets in the account. For
   example, the temporary regulations provide that in appropriate cases a
   segregated account asset may include multiple subaccounts, but do not
   specify the extent to which policyholders may direct their investments to
   particular sub-accounts without being treated as owners of the underlying
   assets. Guidance on this and other issues will be provided in regulations
   or revenue rulings under section 817(d), relating to the definition of
   variable contracts.

51 Fed. Reg. 32633 (Sept. 15, 1986)

With certain revisions not relevant here, the final regulations adopted the text of the
temporary regulations.
PLR-118784-14 10

In Rev. Rul. 2003-91, 2003-2 C.B. 347, a variable contract holder did not have control
over segregated account assets sufficient for the Service to deem the variable contract
holder the owner of the assets. The variable contracts at issue were funded by a
separate account that was divided into twelve (12) subaccounts. The issuing insurance
company could increase or decrease the number of subaccounts at any time, but there
would never be more than twenty (20) subaccounts available under the contracts. Each
subaccount offered a different investment strategy. Interests in the subaccounts were
available solely through the purchase of a variable life or annuity contract that qualified
as a variable contract under section 817(d). The investment activities of each were
managed by an independent investment adviser. There was no arrangement, plan,
contract, or agreement between the contract holder and the independent investment
adviser regarding the availability of a particular subaccount, the investment strategy of
any subaccount, or the assets to be held by a particular subaccount. Other than a
contract holder’s right to allocate premiums and transfer funds among the available
subaccounts, all investment decisions concerning the subaccounts were made by the
issuing insurance company or the independent investment adviser in their sole and
absolute discretion. A contract holder had no legal, equitable, direct or indirect interest
in any of the assets held by a subaccount. A contract holder had only a contractual
claim against the issuing insurance company to collect cash in the form of death
benefits or cash surrender values under the contract. The Service concluded that,
based on all of the facts and circumstances, the contract holder did not have direct or
indirect control over the separate account or any subaccount asset, and therefore the
contract holder did not possess sufficient incidents of ownership over the assets
supporting the variable contracts to be deemed the owner of the assets for federal
income tax purposes.

The Service’s position explained in the Revenue Rulings above is that if a variable life
insurance or variable annuity contract holder possesses sufficient incidents of
ownership over the assets supporting the policy or contract, the contract holder is
viewed as the owner of the underlying assets for federal income tax purposes. As a
result, the contract holder is currently taxed on any income or gains attributable to the
underlying assets. The Service stated in Rev. Rul. 2003-91 that the determination of
whether the holder of a variable life insurance policy or variable annuity contract
possesses sufficient incidents of ownership over the assets of the separate account
underlying the variable life insurance contract or variable annuity contract depends on
all the relevant facts and circumstances.

Section 4982(a) imposes a tax on every regulated investment company for each
calendar year equal to 4 percent of the excess (if any) of – (1) the required distribution
for such calendar year, over (2) the distributed amount for such calendar year.

Section 4982(f) provides an exception from such excise tax as follows:
PLR-118784-14 11

   This section shall not apply to any regulated investment company for any
   calendar year if at all times during such calendar year each shareholder in such
   company was either - (1) a trust described in section 401 and exempt from tax
   under section 501(a), (2) a segregated asset account of a life insurance company
   held in connection with variable contracts (as defined in section 817(d)),(3) any
   other tax-exempt entity whose ownership of beneficial interests in the company
   would not preclude the application of section 817(h)(4), or another (4) regulated
   investment company described in this subsection.

   For purposes of the preceding sentence, any shares attributable to an investment
   in the regulated investment company (not exceeding $250,000) made in
   connection with the organization of such company shall not be taken into
   account.

Analysis

In the present case, the fact that Funds may invest in Public Funds does not cause the
Variable Contract holders to be treated as the owners of Funds’ shares for income tax
purposes. In Rev. Rul. 82-54, the amounts held in the segregated asset account
underlying a variable contract were invested as the contract holder directed in shares of
any or all of three open-end investment companies (mutual funds). Each mutual fund
represented a different, general investment strategy. Shares of the mutual funds were
available only to insurance company segregated asset accounts. While the mutual
funds themselves were not available to the general public, the mutual funds held
common stocks, bonds and money market instruments, all of which were available for
purchase by members of the general public. The public availability of the assets held by
the mutual funds did not lead to the conclusion that the issuing insurance company was
simply a conduit between the contract holders and their mutual funds or the underlying
assets of the mutual funds. Rev. Rul. 82-54 held that the insurance company, not the
contract holders, was the owner of the mutual fund shares.

Similar to the mutual funds in Rev. Rul. 82-54, Funds’ shares are, or will be, available
only to insurance company segregated assets accounts and will invest in assets that
are available to the general public. In the current case, instead of investing in common
stocks, bonds and money market instruments that are available to the general public,
Funds will, generally, invest in RIC funds, some of which are available to the general
public. Based on the representations and facts presented by Funds, the Contract
Holders in this case do not appear to have any more control over the assets held under
their contract than was the case in Rev. Rul. 82-54. In addition, it is not likely that the
general public can replicate the overall performance of Funds given the Adviser’s
discretion and authority to change the investment within Funds at any time. Further, it
should be noted that at the Underlying Portfolio level there is another investment
adviser making decisions as to what should be the proper mix of investments at that
level which would appear to make any attempted replication of the Funds more difficult.
PLR-118784-14 12

Conclusion

Based on the representations Funds have provided, Funds do not represent an indirect
means of allowing a Contract Holder to invest in a public fund. Accordingly, the Funds’
investment in publicly available RICs will not cause the Contract Holders to be treated
as owners of the shares of the Funds for federal income tax purposes.

Except as expressly provided herein, no opinion is expressed or implied concerning the
tax consequences of any aspect of any transaction or item discussed or referenced in
this ruling letter.

This ruling is directed only to the taxpayers requesting it. Section 6110(k)(3) of the
Code provides that it may not be used or cited as precedent.

In accordance with the Powers of Attorney on file in this office, copies of this letter are
being sent to your authorized representatives. The rulings contained in this letter are
based upon information and representations submitted by the taxpayers and
accompanied by penalty of perjury statement executed by an appropriate party. While
this office has not verified any of the material submitted in support of the request for
rulings, it is subject to verification on examination.

                                               Sincerely,


                                               SARAH E. LASHLEY
                                               Assistant to the Branch Chief
                                               Branch 4
                                               Office of the Associate Chief Counsel
                                               (Financial Institutions & Products)

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