SEC Division of Investment Management staff letter: General Motors Investment Management

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.~."J=-==c...-:A~.--:-- _ SEm'ION • ..:::;;~;.::..{c-.:::J:..;:L:.:..~l.:!-) - RULE_------- PUBLIC 4VAILABILrrY .?~ -DD RESPONSE OF THE OFFICE OF CHIEF COUNSEL DIVISION OF INVESTMENT MANAGEMENT February 2,2000 1M Ref. No. 99-443 General Motors Investment Management Corporation File No. 801-42732 Your letter ofJanuary 28, 2000 requests our concurrence that the collective investment trust described in your letter will be "maintained by a bank" for purposes of
Section 3(c)(l1) ofthe Investment Company Act of 1940 and Section 3(a)(2) ofthe
Securities Act of 1933.
Facts
You state that the General Motors savings plans master trust holds assets of employee benefit plans, including assets ofparticipant-directed employee benefit plans that are qualified under Section 401(k) ofthe Internal Revenue Code ("401(k) plans"), for employees ofthe General Motors Corporation ("GM") and its affiliates. You state that the 401 (k) plans provide various investment options, including one option for each ofthe following four classes of company stock: GM $1-2/3 par value common stock ("OM Classic Common"), GM Class H common stock, Electronic Data Systems Corporation ("EDS") common stock, and Raytheon Company Class A common stock (collectively "Company Stock"). I You further state that, prior to May 28, 1999, employees of Delphi Automotive Systems Corporation ("Delphi"), an affiliate of GM, contributed to these 401(k) plans. You state that on May 28, 1999, as a consequence ofGM spinning offDelphi, a savings plans master trust was created to hold assets of401(k) plans sponsored by Delphi for its employees ("Delphi savings plans master trust"). These 401 (k) plans offer an investment option for Delphi common stock (also referred to as "Company Stock,,).2 In addition, these 401(k) plans make available investment options that are clones ofthe 401(k) plans in the GM savings plans master trust, except that Delphi employees cannot continue to make new contributions in any non-Delphi Company Stock option. You also state that on May 28, 1999, State Street Bank and Trust Company ("Bank") established a collective investment trust ("Trust") for the purpose of holding and managing assets of 401 (k) plans participating in the GM savings plans master trust and the Delphi savings plans master trust. You explain that the Trust consists offive separate funds, one for each ofthe five classes of Company Stock (each a "Company I You state, however, that employees of GM and their affiliates may no longer make new contributions or exchanges with respect to EDS common stock and Raytheon Company common stock. 2 You state that, as a further consequence ofthe merger, GM and GM-affiliated participants (and their respective plans) that held interests in GM Classic Common received interests in Delphi common stock. These participants, however, may not obtain any additional interests in this stock.