MEMORANDUM FOR DANIEL R. JONES, MANAGER, EP DETERMINATIONS QUALITY ASSURANCE

FROM: JoAnna H. Weber, Acting Director, Employee Plans Rulings and Agreements

SUBJECT: Response to Technical Assistance Request (#4)

This memorandum is in response to your Request for Technical Assistance, dated April
3, 2009, with regard to rebalancing and reshuffling provisions in employee stock ownership plans (“ESOPs”) (within the meaning of Internal Revenue Code (“Code”) section 4975(e)(7)) and stock bonus plans. The guidance in this memorandum is to be used to determine appropriate plan language. Please contact us if additional guidance is needed with respect to specific plan provisions.

Issues:

1) Whether an ESOP or stock bonus plan can include a reshuffling provision which allows a trustee, fiduciary, and/or administrator, at its discretion, to involuntarily exchange employer stock held in the account of one or more participants for cash or other assets allocated to the accounts of one or more plan participants in view of several potential violations of law that may arise from the implementation of such provisions. Specifically, does the transfer of assets pursuant to a reshuffling provision cause the plan to operate in violation of sections 1.401-1(b)(1)(i), (ii) or (iii) of the Income Tax Regulations (“Regulations”) and Revenue Ruling 80-155, respectively, by contravening prior allocations to participant accounts of 1) employer contributions, in cash or employer stock, and 2) earnings on trust assets?

2) Whether an involuntary transfer of assets made in accordance with a reshuffling provision violates the diversification requirements of Code sections 401(a)(28) and 401(a)(35) and/or plan provisions for voluntary self-direction of participant accounts by altering prior allocations of cash, stock and other assets made by the trustee, fiduciary or administrator at the instruction of the participant.

3) Whether the establishment and implementation of a reshuffling provision is consistent with the fundamental nature of how trusts under a defined contribution plan are structured and operated. With the exception of participant self-directed accounts, which hold assets segregated from assets of the general trust in an account established in the name of the participant, amounts held in the accounts of other participants merely reflect the value of trust assets which are allocated to
such accounts for bookkeeping purposes. Assets allocated to these accounts can be acquired, invested or disposed at the discretion of the trustee, fiduciary and/or administrator, subject to trust provisions and the fiduciary standards of the Employee Retirement Income Security Act (“ERISA”). In light of the foregoing, the trustee or administrator is at liberty to engage in transactions involving employer stock, cash or other assets held in the general trust fund without having to adjust allocations to participant accounts to reflect exchanges of assets between the accounts in accordance with a reshuffling provision.

4) Whether a reshuffling provision which operates to contravene a prior allocation of stock made to a participant’s account in the form of an employer contribution to the plan or an allocation to a self-directed account pursuant to written instructions from the participant will cause the plan to:

a. violate the current and effective availability requirements of section 1.401(a)(4)-4 of the Regulations with respect to the right of a participant to retain the employer stock held in his or her account and participate in the growth of stock value, unless and until the stock is distributed to the participant upon the occurrence of a distributable event, including an election made by an eligible participant in accordance with Code section 401(a)(28)(B); or

b. violate the current and effective availability requirements of section 1.401(a)(4)-4 of the Regulations with respect to the right of a participant to a particular form of investment when assets transferred to and from a participant’s account pursuant to a diversification election made in accordance with Code sections 401(a)(28) and 401(a)(35) and/or plan provisions for voluntary self-direction of assets held in participant accounts are removed from the account by application of a reshuffling provision.

5) Whether the transfer of stock from a self-directed participant’s account in accordance with a reshuffling provision causes the plan to violate Code section 411(a)(11) by placing a significant detriment on a participant who elects to defer a distribution until it is no longer immediately distributable by denying the participant the opportunity to choose among investment alternatives with materially different risk and reward characteristics. Refer to section 1.411(a)- 11(c)(2) of the Regulations and Rev. Rul. 96-47.

Example Plan Language

1) The Trustee may debit a Participant’s Company Stock Subaccount with one type of Employer Securities provided the Trustee credits such Participant’s Company stock Subaccount with another type of Employer Securities equal in fair market value as determined by the Independent Appraiser as of such date. The Trustee may debit a Participant’s Company Stock Subaccount provided the Trustee credits such Participant’s Other Investments Subaccount on the date of such debit with assets equal to the fair market value of the Employer Securities debited as determined by the Independent Appraiser of such date.

2) Required Divestiture for Participants Who Have Attained the Age of 60: The Trustee shall transfer from a Participant’s account the Employer stock in such Participants account in accordance with the following schedule:

Attained Age Fraction of Stock to be Transferred
60 1/8
61 1/7
62 1/6
63 1/5
64 ¼
65 1/3
66 ½
67 100%

The transfer of the stock in the Participant’s account shall be made internally within the Plan or sold by the Plan. The consideration to the Participant’s account shall be the fair market value of the stock as of the date of such transfer. Once the transfers take place, the Participant shall be entitled to direct the investment of the Participant’s non-stock account in accordance with the provisions of 9.15.

Background and General Statement of the Law:

Code section 4975(e)(7) provides that the term “employee stock ownership plan” means a defined contribution plan -- (A) which is a stock bonus plan which is qualified, or a stock bonus and a money purchase plan both of which are qualified under section 401(a), and which are designed to invest primarily in qualifying employer securities; and (B) which is otherwise defined in regulations prescribed by the Secretary. A plan shall not be treated as an employee stock ownership plan unless it meets the requirements of section 409(h), section 409(o), and, as applicable, section 409(n), section 409(p), and section 664(g) and, if the employer has a registration-type class of securities (as defined in section 409(e)(4)), it meets the requirements of section 409(e).

Code section 401(a)(23) provides that a stock bonus plan shall not be treated as meeting the requirements of section 401(a) unless such plan meets the requirements of subsections (h) and (o) of section 409, except that in applying section 409(h) for purposes of this paragraph, the term “employer securities” shall include any securities of the employer held by the plan.

Section 1.401-1(a)(2) of the Regulations provides that a qualified pension, profit-sharing, or stock bonus plan is a definite written program and arrangement which is communicated to the employees and which is established and maintained by an employer.

Section 1.401-1(b)(1)(ii) of the Regulations provides that a profit-sharing plan must provide a definite predetermined formula for allocating the contributions made to the plan among the participants and for distributing the funds accumulated under the plan after a fixed number of years, the attainment of a stated age, or upon the prior occurrence of some event such as layoff, illness, disability, retirement, death, or severance of employment. A formula for allocating the contributions among the participants is definite if, for example, it provides for an allocation in proportion to the basic compensation of each participant.

Section 1.401-1(b)(1)(iii) of the Regulations provides that a stock bonus plan is a plan established and maintained by an employer to provide benefits similar to those of a profit-sharing plan, except that the benefits are distributable in stock of the employer company. For the purpose of allocating and distributing the stock of the employer which is to be shared among his employees or their beneficiaries, such a plan is subject to the same requirements as a profit-sharing plan. See also Code section 409(h)(2) for special rules applicable to ESOPs (via Code section 4975(e)(7)) and to stock bonus plans (via Code section 401(a)(23)).

Code section 411(d)(6) provides that a plan amendment may not decrease a participant’s accrued benefit.

Section 1.411(d)-4, A-1(d) of the Regulations provides that the right to a particular form of investment (e.g., investment in employer stock or securities or investment in certain types of securities, commercial paper, or other investment media) is not a section 411(d)(6) protected benefit.

Code section 401(a)(4) provides that a trust created or organized in the United States and forming part of a stock bonus, pension, or profit-sharing plan of an employer for the exclusive benefit of his employees or their beneficiaries shall constitute a qualified trust under this section if the contributions or benefits provided under the plan do not discriminate in favor of highly compensated employees (“HCEs”) (within the meaning of Code section 414(q)).

Section 1.401(a)(4)-4 of the Regulations provides rules for determining whether the benefits, rights, and features provided under a plan (i.e., all optional forms of benefit, ancillary benefits, and other rights and features available to any employee under the plan) are made available in a nondiscriminatory manner. Benefits, rights, and features provided under a plan are made available to employees in a nondiscriminatory manner only if each benefit, right, or feature satisfies the current availability requirement and the effective availability requirement of this section.

Section 1.401(a)(4)-4(b) of the Regulations provides that the current availability requirement is satisfied if the group of employees to whom a benefit, right, or feature is currently available during the plan year satisfies section 410(b) (without regard to the average benefit percentage test of § 1.410(b)-5).

Section 1.401(a)(4)-4(b)(2) of the Regulations provides that whether a benefit, right, or feature that is subject to specified eligibility conditions is currently available to an employee generally is determined based on the current facts and circumstances with respect to the employee.

Section 1.401(a)(4)-4(c) of the Regulations provides that the effective availability requirement is satisfied if, based on all of the relevant facts and circumstances, the group of employees to whom a benefit, right, or feature is effectively available does not substantially favor HCEs.

Section 1.401(a)(4)-4(d)(6) of the Regulations, which provides special rules for ESOPs, states that an ESOP does not fail to satisfy the current availability and effective availability requirements merely because it makes an investment diversification right or feature or a distribution option available solely to all qualified participants (within the meaning of section 401(a)(28)(B)(iii)), or merely because the restrictions of section 409(n) apply to certain individuals.

Section 1.401(a)(4)-4(e)(3)(i) of the Regulations defines “other right or feature,” in general, to mean any right or feature applicable to employees under the plan. Different rights or features exist if a right or feature is not available on substantially the same terms as another right or feature.

Section 1.401(a)(4)-4(e)(3)(iii) of the Regulations provides that “other rights and features” include, but are not limited to, the right to direct investments and the right to a particular form of investment including, for example, a particular class or type of employer securities (taking into account, in determining whether different forms of investment exist, any differences in conversion, dividend, voting, liquidation preference, or other rights conferred under the security).

Section 1.401(a)(4)-10 of the Regulations provides the rules for applying the nondiscrimination requirements of Code section 401(a)(4) to former employees. A plan satisfies section 401(a)(4) with respect to the availability of benefits, rights and features provided to former employees if any change in the availability of any benefit, right or feature to any former employee is applied in a manner that, under all the facts and circumstances, does not discriminate significantly in favor of former HCEs.

Code section 401(a)(28)(B)(i) provides that a trust which is part of an employee stock ownership plan (within the meaning of section 4975(e)(7)) or a plan which meets the requirements of section 409(a) shall not constitute a qualified trust under this section unless each qualified participant in the plan may elect within 90 days after the close of each plan year in the qualified election period to direct the plan as to the investment of at least 25 percent of the participant’s account in the plan (to the extent such portion exceeds the amount to which a prior election under this subparagraph applies). In the case of the election year in which the participant can make his last election, the preceding sentence shall be applied by substituting “50 percent” for “25 percent.”

Code section 401(a)(28)(B)(ii) provides that a plan meets the above requirement if:

(I) the portion of the participant’s account covered by the election under clause (i) is distributed within 90 days after the period during which the election may be made, or (II) the plan offers at least 3 investment options (not inconsistent with Regulations prescribed by the Secretary) to each participant making an election under clause (i) and within 90 days after the period during which the election may be made, the plan invests the portion of the participant's account covered by the election in accordance with such election.

Code section 401(a)(35) provides that a trust which is part of an applicable defined contribution plan shall not be treated as a qualified trust unless the plan meets the following diversification requirements: (1) participants may divest employer securities in their accounts attributable to employee contributions and elective deferrals, and reinvest an equivalent amount in investment options described below; (2) participants who have completed at least 3 years of service and their beneficiaries (or beneficiaries of deceased participants) may divest employer securities attributable to elective deferrals and reinvest an equivalent amount in the investment options described below, and (3) the plan must provide at least 3 investment options other than employer securities that are diversified and have materially different risk and return characteristics.

Code section 411(a)(11) provides the consent requirements that must be satisfied with respect to certain distributions in order for the plan to qualify under section 401(a).

Code section 411(a)(11)(A) provides that if the present value of any nonforfeitable accrued benefit exceeds $5,000, a plan meets the requirements of this paragraph only if such plan provides that such benefit may not be immediately distributed without the consent of the participant.

Section 1.411(a)-11(c)(2)(i) of the Regulations provides that a consent to a distribution is not valid if a significant detriment is imposed under the plan on any participant who does not consent to a distribution. This section further provides that whether or not a significant detriment is imposed shall be determined by examining the particular facts and circumstances.

Revenue Ruling 96-47, 1996-2 C.B. 35, involved a profit-sharing plan that allowed participants to choose among a broad range of investment alternatives in directing the investment of their accounts, but restricted terminated participants who did not elect an immediate distribution to investing their accounts in a money market fund. The revenue ruling concluded that the loss of the right to choose among a broad range of investments is a significant detriment under section 1.411(a)-11(c)(2)(i) of the Regulations imposed on a participant who does not consent to a distribution.

MEMORANDUM FOR DANIEL R. JONES, MANAGER, EP DETERMINATIONS QUALITY ASSURANCE

FROM: Andrew E. Zuckerman, Director, Employee Plans Rulings and Agreements

SUBJECT: Response to Technical Assistance Request (#3)

This Memorandum is in response to your Request for Technical Assistance, dated April 2, 2009, with regard to the timing of an amendment of an employee stock ownership plan (as defined in Internal Revenue Code (“Code”) section 4975(e)(7)), (“ESOP”), of an S corporation, and the language required in such amendment, for purposes of the ESOP’s compliance with Code section 409(p).

Issues:

I. Whether an amendment to an S corporation ESOP that imposes the general statutory prohibitions of Code section 409(p) on allocations to accounts of “disqualified persons”, without defining specific terms set forth in the statute, satisfies the Economic Growth and Tax Relief Reconciliation Act (“EGTRRA”) good faith amendment requirement and enables the EGTRRA remedial amendment period for the plan to remain intact until the expiration of the plan’s initial five- or six-year remedial amendment cycle within the meaning of Rev. Procedures 2005-66 and 2007-44, provided that the plan is amended to comply with subsequent changes in the law which are applicable to the plan.

II. Whether an ESOP must be amended by the close of the EGTRRA remedial amendment cycle to define certain terms set forth in Code section 409(p) and the regulations thereunder. Specifically, whether an ESOP plan document that is intended to comply with Code section 409(p) must set forth (A) the general statutory prohibition of Code section 409(p) on allocations to the account of a disqualified person during a nonallocation year, and (B) the definition of certain terms set forth in Code section 409(p) or the regulations thereunder including, but not limited to, the following:

i. Disqualified Person
ii. Nonallocation Year
iii. Deemed-Owned Shares
iv. Deemed 10% Shareholder
v. Synthetic Equity
vi. Impermissible Allocation
vii. Impermissible Accrual

Additionally, if a plan is required to define the term “nonallocation year”, must the definition also include language that sets forth the attribution rules of Code section 409(p)(3)(B)?

III. Whether a (A) failure to timely amend a plan to comply with Code section 409(p), either on a good-faith basis or by the close of the plan’s initial five- or six year remedial amendment cycle, or (B) failure to comply with Code section 409(p) in operation by permitting an allocation of assets to the account of a disqualified person during a nonallocation year, will cause the plan to fail the qualification requirements of Code section 401(a).

Background and General Statement of the Law:

Code section 409(p)(1) provides that an ESOP holding securities consisting of stock in an S corporation must provide that no portion of the assets of the ESOP attributable to (or allocable in lieu thereof) such employer securities may, during a nonallocation year, accrue (or be allocated directly or indirectly under any plan of the employer meeting the requirements of Code section 401(a)) for the benefit of any disqualified person.

Code section 409(p)(2) provides that if a plan fails to meet the requirements of Code section 409(p)(1), the plan will be treated as having distributed to any disqualified person the amount allocated to the disqualified person’s account, at the time of such allocation.

Code section 409(p)(3)(A) defines “nonallocation year” as any plan year of an ESOP if, at any time during such plan year, the plan holds employer securities consisting of S corporation stock and disqualified persons own at least fifty percent (50%) of the number of shares of stock in the S corporation.

Code section 409(p)(3)(B) provides that, subject to certain exceptions, the attribution rules of Code section 318(a) generally apply in the determination of stock ownership for purposes of Code section 409(p)(3)(A).

Code section 409(p)(4)(A) provides that the term “disqualified person” means any person if (i) the aggregate number of deemed-owned shares of such person and the members of such person’s family is at least twenty percent (20%) of the number of deemed-owned shares of stock in the S corporation, or (ii) in the case of a person not described in clause (i), the number of deemed-owned shares of such person is at least ten percent (10%) of the number of deemed-owned shares of stock in the S corporation.

Code section 409(p)(4)(B) provides that any member of a disqualified person’s family with deemed-owned shares shall be treated as a disqualified person if not otherwise so treated under Code section 409(p)(4)(A). The definition of “deemed owned shares” is set forth in Code section 409(p)(4)(C). The definition of “member of the family”, for purposes of Code section 409(p)(4), is set forth in Code section 409(p)(4)(D).

Code section 409(p)(5) provides that, for purposes of paragraphs (3) and (4) of Code section 409(p), in the case of a person who owns synthetic equity in the S corporation, except to the extent provided in the regulations, the shares of stock in the S corporation on which the synthetic equity is based shall be treated as outstanding stock in such corporation and deemed-owned shares of such person if such treatment of synthetic equity of one or more persons results in (A) the treatment of any person as a disqualified person, or (B) the treatment of any year as a nonallocation year.

Code section 409(p)(6) provides the definitions of “employee stock ownership plan”, “employer security”, and “synthetic equity”, for purposes of Code section 409(p).

Notice 2001-42 provides that a plan provision is designated as a disqualifying provision under section 1.401(b)-1(b) of the Income Tax Regulations if:

(A) the plan provision either (1) causes the plan to fail to satisfy the qualification requirements of the Code because of a change in those requirements made by EGTRRA, or (2) is integral to a qualification requirement that has been changed by EGTRRA; and

(B) if a “good faith” EGTRRA plan amendment is required to be in effect with respect to the plan provision, the provision was added or changed by a “good faith” EGTRRA plan amendment adopted no later than the later of (1) the end of the plan year in which the EGTRRA change in the qualification requirements is required to be, or is optionally, put into effect under the plan or (2) the end of the GUST remedial amendment period for the plan.

Notice 2001-42 provides that the EGTRRA remedial amendment period under Code section 401(b) for a disqualifying provision described above shall not end prior to the last day of the first plan year beginning on or after January 1, 2005. Revenue Procedure 2007-44 further extends the EGTRRA remedial amendment period to the end of the initial five-year or six-year remedial amendment cycle, as applicable.

Notice 2001-42 further provides that a plan is required to have a “good faith” EGTRRA amendment in effect for a year if:

(A) the plan is required to implement a provision of EGTRRA for the year, or the plan sponsor chooses to implement an optional provision of EGTRRA for the year, and
(B) the plan language, prior to the amendment, is not consistent either with the provision of EGTRRA or with the operation of the plan in a manner consistent with EGTRRA, as applicable.

For purposes of Notice 2001-42, a plan amendment is a “good faith” EGTRRA plan amendment if the amendment represents a “reasonable effort” to take into account all of the requirements of the applicable EGTRRA provision and does not reflect an unreasonable or inconsistent interpretation of the provision. The Notice further provides that a plan amendment that merely incorporates by reference an EGTTRA change in a qualification requirement that would not otherwise be permitted to be incorporated by reference is not a “good faith” EGTTRA plan amendment.

MEMORANDUM FOR DANIEL R. JONES, MANAGER, EP DETERMINATIONS QUALITY ASSURANCE

FROM: Andrew E. Zuckerman, Director, Employee Plans Rulings and Agreements

SUBJECT: Response to Technical Assistance Request (#2)

This Memorandum is in response to your Request for Technical Assistance, dated March 6, 2009, with regard to the language that is required under Internal Revenue Code section 401(a)(28) to be included in an employee stock ownership plan (within the meaning of Internal Revenue Code section 4975(e)(7)).

Issues:

1. For purposes of meeting the requirements of Internal Revenue Code (“Code”) section 401(a)(28), may an employee stock ownership plan (“ESOP”):

(a) Define “qualified participant”, in part, as “a participant or former participant”, instead of as “an employee”?

(b) Define “qualified participant” as an employee who has completed at least 10 “years of service” instead of 10 “years of participation”?

(c) Permit a participant who has attained age 55 but who has completed less than 10 years of participation in the plan to be treated as a “qualifiedparticipant”?

(d) Permit a participant with 10 or more years of participation who has a severance from employment before attaining age 55 to be treated as a “qualified participant” upon his or her attaining age 55 after severance from employment?

If the above definitions are permitted, does the special ESOP rule under section 1.401(a)(4)-4(d)(6) of the Income Tax Regulations (the “Regulations”) still apply in each case to the plan?

2. May an ESOP require a participant to complete at least 1,000 hours of service in order to be credited with a “year of participation”? May an ESOP define “year of participation” as a plan year in which a participant has an account balance under the ESOP (regardless of whether he or she is actively employed in such year and eligible for a contribution/allocation under the plan, and/or regardless of whether he or she has competed at least 1,000 hours of service (or other minimum) during such period?

3. In the event that an alternative definition of “qualified participant” as described above violates Code section 401(a)(28) – what relief, if any, would be available to a plan sponsor whose ESOP utilizes such definition, particularly if the plan sponsor has reliance on a determination letter which approves such definition?

Background and General Statement of the Law:

Code section 401(a)(28) was added to the Code by section 1175(a) of the Tax Reform Act of 1986 (“TRA ‘86”), and sets forth certain requirements that must be satisfied by an ESOP in order for the ESOP to be qualified under Code section 401(a).

Code section 401(a)(28)(B) provides that an ESOP must allow each “qualified participant” to elect, within 90 days after the close of each plan year in the “qualified election period”, to direct the plan to diversify a certain percentage of the qualified participant’s account.

Code section 401(a)(28)(B)(iii) defines “qualified participant” as any employee who has completed at least 10 years of participation under the plan and has attained age 55.

Code section 401(a)(28)(B)(iv) defines “qualified election period” generally as the 6-plan-year period beginning with the later of —

(a) the 1st plan year in which the individual first became a qualified participant, or
(b) the first plan year beginning after December 31, 1986.

Code section 401(a)(28) does not define “year of participation”.

For purposes of the diversification requirement of Code section 401(a)(28)(B), the General Explanation of the Tax Reform Act of 1986 by the Staff of the Joint Committee on Taxation (the “Blue Book”) states, on page 835, that “[t]he diversification requirement applies with respect to participants who have separated from service with the employer.” (emphasis added).

In addition, the Blue Book provides the following example: “. . . Assume a participant in a calendar year ESOP terminated employment in 1987, when the participant has 10 years of participation and is age 54. The participant’s account balance remains in the plan. The participant will become a qualified participant beginning in 1988 (the year in which the participant attains age 55), and will be eligible to direct diversification during the annual election periods in 1989, 1990, 1991, 1992, 1993 and 1994.” (emphasis added).

MEMORANDUM FOR DANIEL R. JONES, MANAGER, EMPLOYEE PLANS DETERMINATIONS QUALITY ASSURANCE

FROM: Andrew E. Zuckerman, Director, Employee Plans Rulings and Agreements
SUBJECT: Request for Technical Assistance (#1)

This Memorandum is in response to your Request for Technical Assistance, dated March 6, 2009, concerning immediate resale provisions in employee stock
ownership plans (within the meaning of Internal Revenue Code section 4975(e)(7)) and Internal Revenue Code section 409(h).

Issues
1. Whether a distribution from an employee stock ownership plan (“ESOP”) of stock that is subject to an immediate resale provision meets the requirements of Internal Revenue Code (“Code”) section 409(h), specifically the put option requirement of Code section 409(h)(1)(B).

2. Whether the immediate resale provisions set forth in Rev. Proc. 2003-23, as modified by Rev. Proc. 2004-14, may be applied to any distributions of stock from an ESOP or are limited solely to situations involving the rollover of S corporation stock from an S corporation ESOP to an IRA.

3. Whether distributions from an ESOP of stock that is subject to immediate resale provisions, in the case of a plan under which the trustee or plan administrator has discretion to determine which participants will receive distributions in cash and which participants will receive distributions in the form of
employer securities, violates the nondiscrimination requirements of the Code.

The IRS has created a special topical area of its website devoted to ESOP Resources, and, as part of the commencement of tis area, posted 4 "Responses to Technical Assistance Request" dealing with ESOP issues that were discussed in the IRS June, 2010 telephone forum. The 4 "Responses to Technical Assistance Request" are available via the IRS website or via the downloads area of this website.

The areas addressed by the posted responses are:

Response to Technical Assistance Request #1
This memorandum, issued November 3, 2009, concludes that provisions in certain employee stock ownership plans which provide that a distribution of stock is subject to immediate, mandatory resale are consistent with Code section 409(h).

Response to Technical Assistance Request #2
This memorandum, issued November 3, 2009, discusses plan language which defines “qualified participant” as set forth in Code section 401(a)(28)(B)(iii).

Response to Technical Assistance Request #3
This memorandum, issued December 9, 2009, discusses the required timing and substance of amendments intended to comply with Code section 409(p).

Response to Technical Assistance Request #4
This memorandum, issued February 23, 2010, discusses various qualification issues presented by plan provisions concerning the mandatory transfer of employer securities into and out of participant plan accounts.