-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I0Kp3DZAsmXdSqEQIoHLfkW0c+KqWOPXmaFy6uNxmVdQ0K97RPhE1tWGAUmoFjBE V8VVVp8C0Yo/SrtIpQ0EIg== 0001144204-10-040425.txt : 20100730 0001144204-10-040425.hdr.sgml : 20100730 20100730161546 ACCESSION NUMBER: 0001144204-10-040425 CONFORMED SUBMISSION TYPE: 40-APP/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100730 DATE AS OF CHANGE: 20100730 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIGROUP ALTERNATIVE INVESTMENTS LLC CENTRAL INDEX KEY: 0001229671 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 40-APP/A SEC ACT: 1940 Act SEC FILE NUMBER: 812-13808-04 FILM NUMBER: 10981553 BUSINESS ADDRESS: STREET 1: 399 PARK AVE STREET 2: 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10043 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CELFOF GP CORP CENTRAL INDEX KEY: 0001247233 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 40-APP/A SEC ACT: 1940 Act SEC FILE NUMBER: 812-13808-06 FILM NUMBER: 10981555 BUSINESS ADDRESS: STREET 1: 388 GREENWICH STREET CITY: NEW YORK STATE: NY ZIP: 10013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CEFOF GP I CORP CENTRAL INDEX KEY: 0001247217 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 40-APP/A SEC ACT: 1940 Act SEC FILE NUMBER: 812-13808-07 FILM NUMBER: 10981556 MAIL ADDRESS: STREET 1: 388 GREENWICH STREET CITY: NEW YORK STATE: NY ZIP: 10013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIGROUP GLOBAL MARKETS INC CENTRAL INDEX KEY: 0000315030 IRS NUMBER: 112418191 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 40-APP/A SEC ACT: 1940 Act SEC FILE NUMBER: 812-13808 FILM NUMBER: 10981549 BUSINESS ADDRESS: STREET 1: 399 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 399 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: SALOMON SMITH BARNEY INC /NY/ DATE OF NAME CHANGE: 19981008 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY INC /NY/ DATE OF NAME CHANGE: 19920929 FORMER COMPANY: FORMER CONFORMED NAME: SBHU HOLDINGS INC DATE OF NAME CHANGE: 19600201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Citigroup Capital Partners I GP l Corp. CENTRAL INDEX KEY: 0001452720 FILING VALUES: FORM TYPE: 40-APP/A SEC ACT: 1940 Act SEC FILE NUMBER: 812-13808-02 FILM NUMBER: 10981551 BUSINESS ADDRESS: STREET 1: Wilmerhale STREET 2: 1875 Pennsylvania Ave CITY: washington STATE: DC ZIP: 2006 MAIL ADDRESS: STREET 1: Wilmerhale STREET 2: 1875 Pennsylvania Ave CITY: washington STATE: DC ZIP: 2006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Citigroup Capital Partners I GP II CENTRAL INDEX KEY: 0001452721 FILING VALUES: FORM TYPE: 40-APP/A SEC ACT: 1940 Act SEC FILE NUMBER: 812-13808-01 FILM NUMBER: 10981550 BUSINESS ADDRESS: STREET 1: Wilmrerhale STREET 2: 1875 Pennsylvania Avenue NW CITY: Washington STATE: DC ZIP: 20006 MAIL ADDRESS: STREET 1: Wilmrerhale STREET 2: 1875 Pennsylvania Avenue NW CITY: Washington STATE: DC ZIP: 20006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIBANK NA CENTRAL INDEX KEY: 0000036684 IRS NUMBER: 135266470 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 40-APP/A SEC ACT: 1940 Act SEC FILE NUMBER: 812-13808-05 FILM NUMBER: 10981554 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 BUSINESS PHONE: 2125591000 MAIL ADDRESS: STREET 1: C/O LEGAL AFFAIRS OFFICE STREET 2: 425 PARK AVENUE 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10043 FORMER COMPANY: FORMER CONFORMED NAME: FIRST NATIONAL CITY BANK OF NEW YORK DATE OF NAME CHANGE: 19820322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Consulting Group Advisory Services LLC CENTRAL INDEX KEY: 0001412319 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 40-APP/A SEC ACT: 1940 Act SEC FILE NUMBER: 812-13808-03 FILM NUMBER: 10981552 BUSINESS ADDRESS: STREET 1: 222 DELAWARE AVENUE CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 914-225-7307 MAIL ADDRESS: STREET 1: 222 DELAWARE AVENUE CITY: WILMINGTON STATE: DE ZIP: 19801 FORMER COMPANY: FORMER CONFORMED NAME: Citigroup Investment Advisory Services Inc DATE OF NAME CHANGE: 20070913 40-APP/A 1 v192025_40-appa.htm Unassociated Document
UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
 
File No. 812-13808
 

     
 
)
)
APPLICATION PURSUANT TO SECTION 9(c)
OF THE INVESTMENT COMPANY ACT OF
In the Matter of
)
1940 FOR TEMPORARY AND PERMANENT
 
)
ORDERS EXEMPTING APPLICANTS
CITIGROUP GLOBAL MARKETS INC.
)
FROM THE PROVISIONS OF SECTION 9(a)
388 Greenwich Street
)
OF SUCH ACT
New York, NY  10013
)
  
And
)
  
CEFOF GP I CORP.
)
  
388 Greenwich Street
)
  
New York, NY  10013
)
  
And
)
  
CELFOF GP CORP.
)
  
388 Greenwich Street
)
  
New York, NY  10013
)
  
And
)
  
CITIBANK, N.A.
)
  
399 Park Avenue
)
  
New York, NY  10043
)
  
And
)
  
CITIGROUP ALTERNATIVE INVESTMENTS LLC
)
  
731 Lexington Avenue, 28th Floor
)
  
New York, NY  10022
)
  
And
)
  
CONSULTING GROUP ADVISORY SERVICES LLC
)
  
222 Delaware Avenue
Wilmington, DE 19801
)
)
  
And
)
  
CITIGROUP CAPITAL PARTNERS I GP I CORP.
)
  
388 Greenwich Street
)
  
New York, NY  10013
)
  
And
)
  
CITIGROUP CAPITAL PARTNERS I GP II CORP.
)
  
388 Greenwich Street
)
  
New York, NY  10013
)
  
 
)
  
File No. 812-13808
)
  
 
This Application consists of 34 pages.
 
 
 
 
 
2
 
Citigroup Global Markets Inc
CEFOF GP I Corp.
CELFOF GP Corp.
Citibank, N.A.
Citigroup Alternative Investments LLC
Consulting Group Advisory Services LLC
Citigroup Capital Partners I GP I Corp.
Citigroup Capital Partners I GP II Corp.
 
 (Names of Applicants)
See Above
(Addresses of Applicants’ principal executive offices)
 
 
Edward G. Turan, Esq.
Managing Director and Deputy General Counsel
Citigroup Global Markets Inc.
388 Greenwich Street, 17th Floor
New York, NY 10013
  
Gail Ennis, Esq.
John M. Faust, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
1875 Pennsylvania Avenue, N.W.
Washington, D.C.  20006-3642
 
 
(Names and addresses of persons to whom communications should be directed)
 
 
 
 

3

UNITED STATES OF AMERICA
 
Before the
 
SECURITIES AND EXCHANGE COMMISSION
 

     
 
)
)
APPLICATION PURSUANT TO
SECTION 9(c) OF THE INVESTMENT
In the Matter of
)
COMPANY ACT OF 1940 FOR
 
)
TEMPORARY AND PERMANENT
CITIGROUP GLOBAL MARKETS, INC.
)
ORDERS EXEMPTING APPLICANTS
388 Greenwich Street
)
FROM THE PROVISIONS OF SECTION 9(a)
New York, NY  10013
)
OF SUCH ACT
And
)
  
CEFOF GP I CORP.
)
  
388 Greenwich Street
)
  
New York, NY  10013
)
  
And
)
  
CELFOF GP CORP.
)
  
388 Greenwich Street
)
  
New York, NY  10013
)
  
And
)
  
CITIBANK, N.A.
)
  
399 Park Avenue
)
  
New York, NY  10043
)
  
And
)
  
CITIGROUP ALTERNATIVE INVESTMENTS LLC
)
  
731 Lexington Avenue, 28th Floor
)
  
New York, NY  10022
)
  
And
)
  
CONSULTING GROUP ADVISORY SERVICES LLC
)
  
222 Delaware Avenue
Wilmington, DE 19801
)
)
  
And
)
  
CITIGROUP CAPITAL PARTNERS I GP I CORP.
)
  
388 Greenwich Street
)
  
New York, NY  10013
)
  
And
)
  
CITIGROUP CAPITAL PARTNERS I GP II CORP.
)
  
388 Greenwich Street
)
  
New York, NY  10013
)
  
 
)
  
File No. 812-13808
)
  

 
 
 
 
4
 
Citigroup Global Markets Inc. (“CGMI”), CEFOF GP I Corp. (“CEFOF”), CELFOF GP Corp. (“CELFOF”), Citibank, N.A. (“Citibank”), Citigroup Alternative Investments LLC (“Citigroup Alternative”), Consulting Group Advisory Services LLC (“Advisory Services”), Citigroup Capital Partners I GP I Corp. (“CCP I”), and Citigroup Capital Partners I GP II Corp. (“CCP II,” and along with CGMI, CEFOF, CELFOF, Citibank, Citigroup Alternative, Advisory Services, CCP I, and CCP II, the “Applicants”) each hereby applies pursuant to Section 9(c) of the Investment Company Act of 1940, as amended (the “Act”), for (i) an order of temporary exemption from Section 9(a) pending the determination of the Securities and Exchange Commission (the “Commission”) on this application (“Application”) for an order of permanent exemption and (ii) a permanent order exempting it from the provisions of Section 9(a) of the Act in respect of the Judgment, as defined below, that has been entered against Citigroup Inc. (“Citigroup”).  Citigroup is a Delaware corporation with its principal place of business in New York, New York.  Citigroup is a global financial services company that provides a broad range of financial services to consumer and corporate clients.  Each of the Applicants is under the common control of Citigroup.  While no other existing company of which Citigroup is an affiliated person currently serves as investment adviser (as defined in Section 2(a)(20) of the Act), depositor, or principal underwriter (as defined in Section 2(a)(29) of the Act) for any registered management investment company, registered unit investment trust (“UIT”) (collectively, the “Funds”) or registered face amount certificate company, Applicants request that any relief granted by the Commission pursuant to this Application also apply to any other existing company of which Citigroup is an affiliated person within the meaning of Section 2(a)(3) of the Act and to any other company of which Citigroup may become an affiliated person in the future (together with the Applicants, the “Covered Persons”).  Applicants

 
 
 
 
5
 
request that the temporary order remain in effect until the Commission acts on the Application for the permanent order.
 
I.
Background
 
 
A.
Applicants and the Other Covered Persons
 
CGMI, a New York corporation and an indirect wholly owned subsidiary of Citigroup, is a full service investment banking firm.  CGMI engages in securities underwriting, sales and trading, investment banking, financial advisory and investment research services.  CGMI is registered as a broker-dealer with the Commission pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (“Exchange Act”).  CGMI also is registered as an investment adviser with the Commission pursuant to Section 203(a) of the Investment Advisers Act of 1940, as amended (“Advisers Act”).  As reported in its Form ADV dated March 31, 2010, CGMI provided the following investment advisory services during its most-recently completed fiscal year ended December 31, 2009, to about 35,000 clients: financial planning services; portfolio management for individuals and/or small businesses; portfolio management for businesses or institutional clients (other than investment companies); pension consulting services; selection of other advisers; and asset allocation advice.  As of March 31, 2010, CGMI managed approximately 29,928 accounts with assets of about $19.544 billion.  CGMI serves as principal underwriter for Funds, which are identified in Exhibit A.  CGMI currently does not serve as investment adviser or depositor of any Fund or as principal underwriter for any registered face amount certificate company, but it may seek to do so in the future.
 
Citigroup Alternative, a Delaware limited liability company and an indirect wholly owned subsidiary of Citigroup, is registered as an investment adviser with the Commission pursuant to Section 203(a) of the Advisers Act.  As reported in its Form ADV update dated March 31, 2010,

 
 
 
 
6
 
Citigroup Alternative provided the following investment advisory services during its most-recently completed fiscal year ended December 31, 2009, to between 101 and 250 clients: portfolio management for individuals and/or small businesses; portfolio management for businesses or institutional clients; portfolio management for Funds; and selection of other advisers.  As of March 31, 2010, Citigroup Alternative managed 169 accounts with assets of about $23 billion.  Citigroup Alternative currently acts as investment adviser to Funds, which are identified in Exhibit A.  Citigroup Alternative currently does not serve as depositor of any Fund or as principal underwriter for any Fund or registered face amount certificate company, but it may seek to do so in the future.
 
Advisory Services, a Delaware limited liability company and wholly owned subsidiary of Morgan Stanley Smith Barney Holding LLC in which Citigroup has an indirect interest, is registered as an investment adviser with the Commission pursuant to Section 203(a) of the Advisers Act.  As reported in its Form ADV update dated March 31, 2010, Advisory Services provided the following investment advisory services during its most-recently completed fiscal year ended December 31, 2009, to between 11 to 25 clients: portfolio management for Funds, which are identified in Exhibit A; selection of other advisers; and asset allocation advice.  As of March 31, 2010, Advisory Services managed 11 accounts with assets of approximately $6.637 billion.  Advisory Services currently acts as investment adviser to Funds, which are identified in Exhibit A.  Advisory Services currently does not serve as depositor of any Fund or as principal underwriter for any Fund or registered face amount certificate company, but it may seek to do so in the future.
 
Each of CEFOF, CELFOF, Citibank, Citigroup Alternative, CCP I, and CCP II (collectively, the “ESC Advisers”) is either an indirect wholly-owned subsidiary of Citigroup or is owned by an entity in which Citigroup has an indirect interest and serves as investment adviser to certain employees’ securities companies within the meaning of section 2(a)(13) of the Act

 
 
 
 
7
 
(employees’ securities companies are included in the term “Funds”) sponsored by Citigroup and its affiliates (“ESCs”). 1  These ESCs are not offered to the general public, but are intended to provide investment opportunities for eligible current and former employees, officers, directors and persons on retainer of Citigroup that are competitive with those at other financial services firms and to facilitate the recruitment and retention of high caliber professionals.  None of the ESC Advisers provide any of the services covered by Section 9(a) to Funds other than to the ESCs.  The ESCs, which are identified in Exhibit A, have been exempted from all provisions of the Act (and the rules and regulations thereunder), except for certain sections, including Section 9, pursuant to a Commission order (“ESC Order”).2
 
 
B.
The Consent and Judgment
 
After lengthy settlement negotiations, Citigroup executed on July 19, 2010, a Consent of Defendant Citigroup Inc. (the “Consent”), in which it neither admitted nor denied any of the allegations in a complaint to be filed by the Commission should the Commission accept the proposed settlement, except as to personal and subject matter jurisdiction, which it admitted, but in which it consented to the entry of a judgment in the form attached to the Consent that restrains and enjoins Citigroup and imposes certain other relief on Citigroup.  The Commission approved the proposed settlement, and on July 29, 2010, the Commission filed a complaint (the “Complaint”) against Citigroup in the United States District Court for the District of Columbia (the “District Court”) in a civil action captioned Securities and Exchange Commission v. Citigroup Inc.,

1           Citibank advises at least one of the employees’ securities companies through one of its divisions, i.e., Citigroup Venture Capital International Advisers.
2           Investment Company Act Release Nos. 25324 (Dec. 21, 2001) (notice) and 25367 (Jan. 16, 2002) (order).

 
 
 
 
8
 
Civil Action No. 1:10-cv-01227 (ESH) (D.D.C. July 29, 2010) (the “Action”).  The Commission alleged in the Complaint that Citigroup had violated Section 17(a)(2) of the Securities Act of 1933 (“Securities Act”), Section 13(a) of the Exchange Act, and Exchange Act Rules 12b-20 and 13a-11 in connection with disclosures made between July 2007 and October 2007 about the subprime exposure in Citibank’s investment banking unit.   The specific allegations are that Citigroup misled investors when it stated that it had reduced the investment bank’s subprime exposure from $24 billion at the end of 2006 to $13 billion or slightly less than that amount, while, in fact, the investment bank’s subprime exposure also included approximately $43 billion of “super senior” tranches of subprime collateralized debt obligations and related instruments called “liquidity puts.”
 
 
II.
Application of Section 9 of the Act
 
Section 9(a)(2) of the Act provides, in pertinent part, that a person may not serve or act as, among other things, an investment adviser or depositor of any investment company registered under the Act or as a principal underwriter for any registered open-end investment company, registered UIT, or registered face amount certificate company if the person, by reason of any misconduct, is permanently or temporarily enjoined by order, judgment, or decree of any court of

3           Securities and Exchange Commission v. Citigroup Inc., Judgment on Consent Against Defendant Citigroup Inc. [INSERT CITATION]

 
 
 
 
9
 
competent jurisdiction from, among other things, engaging in or continuing any conduct or practice in connection with the purchase or sale of any security or in connection with activities as an underwriter, broker, or dealer.  Section 9(a)(3) of the Act extends the prohibitions of Section 9(a)(2) to a company any “affiliated person” of which is disqualified under the provisions of Section 9(a)(2).  “Affiliated person” is defined in Section 2(a)(3) of the Act to include, among others, any person directly or indirectly controlling, controlled by, or under common control with, the other person.
 
The entry of the Judgment results in a disqualification of Citigroup insofar as it is enjoined permanently by the District Court from engaging in or continuing particular conduct or practice in connection with the purchase or sale of any security or in connection with activities as an underwriter, broker, or dealer.  Taken together, Sections 9(a)(2) and 9(a)(3) would have the effect of also precluding the Applicants from providing advisory or sub-advisory services to, or serving as depositor of, any Fund, and would preclude such Applicants from serving as principal underwriter for any Fund or registered face amount certificate company.  The entry of the Judgment results in a disqualification of the Applicants under Section 9(a)(3) because Citigroup is an affiliated person of the Applicants within the meaning of Section 2(a)(3) of the Act, given that they are under the common control of Citigroup.  Other Covered Persons similarly would be disqualified pursuant to Section 9(a)(3) were they to act in any of the capacities listed in Section 9(a) with respect to a Fund.
 
Section 9(c) of the Act provides that, upon application, the Commission shall by order grant a person an exemption from the provisions of Section 9(a), either unconditionally or on an appropriate temporary or other conditional basis, if the person establishes that:  (1) the prohibitions of Section 9(a), as applied to the person, are unduly or disproportionately severe; or (2) the conduct

 
 
 
 
10
 
 
In light of the Judgment, the Applicants submit this Application pursuant to Section 9(c) of the Act.  In order to ensure the eligibility of all the Applicants to continue to serve as investment adviser of, or principal underwriter for Funds, and of the Applicants and other Covered Persons to serve in the future as investment adviser or depositor of any Fund, or principal underwriter for any Fund or registered face amount certificate company, Applicants seek (1) an order granting the requested relief to the Applicants and any other Covered Person on a temporary basis pending the Commission’s determination with respect to a permanent exemption and (2) a permanent order of the Commission exempting the Applicants and any other Covered Persons from the provisions of Section 9(a) of the Act.
 
III.
Statement in Support of Application
 
In support of their position that the Commission should issue the orders granting the temporary and permanent exemptions requested above from the provisions of Section 9(a) of the Act, Applicants assert the following:

4           Cf. Applications for Relief from Disqualification, Investment Company Act Release No. 8689 (Feb. 26, 1975).
 

 
 
 
 
11
 
 
A.
The Limited Scope of the Alleged Misconduct
 
The alleged conduct giving rise to the Injunction did not involve any of the Applicants acting in the capacity of investment adviser, subadviser, or depositor for a Fund or principal underwriter for any Fund.  Citigroup did not provide any investment advisory or subadvisory services to Funds and the alleged conduct giving rise to the Injunction did not involve any Fund to which Citigroup provided principal underwriting services.  No such Funds bought or held any securities issued by Citigroup during the period of misconduct alleged in the Complaint, other than with respect to index Funds.
 
The legislative history of Section 9 indicates that the purpose of the section “was to get rid of persons with criminal records, persons who were under injunctions from the courts of competent jurisdiction for improper practices in connection with securities.”5  At the time Section 9 was adopted, investment companies typically were managed by relatively small partnerships.  It could not have been foreseen that investment advisers and other service providers to investment companies would in the future be part of large financial service organizations like the Applicants are.  As a result, the drafters of the provision could not have intended that Section 9 would operate as it does in the present case.  That is, it was not intended that an investment company would have to be deprived of its management or distribution because of alleged violations that are not even remotely related to the manager’s or distributor’s activities.  In the absence of improper practices relating to their Fund business, therefore, Applicants submit that Section 9(a) should not operate to bar them from serving the Funds and their shareholders.

5           Investment Trusts and Investment Companies: Hearings on S. 3580 Before the Subcomm. on Securities and Exchange of the Senate Comm. on Banking and Currency, 76th Cong., 3d Sess. 874 (1940) (statement of Judge Healy).
 

 
 
 
 
12
 
As a result of the foregoing, the conduct of Applicants has not been such as to make it against the public interest or the protection of investors to grant Applicants’ Application.
 
 
B.
Adverse Effect on Applicants
 
The Judgment subjects each of the Applicants to the prohibitions of Section 9(a) of the Act solely because Citigroup is an affiliated person of these companies within the meaning of the Act.  Only Citigroup was a party to the Action and was alleged to have been involved in the activities that form the basis for the Action.  No director, officer, or employee of the Applicants who is or was involved in providing advisory, depository, or principal underwriting services to the Funds participated in the conduct that resulted in the Injunction.
 
If the Applicants were deemed to be barred under Section 9(a) from continuing to serve as investment adviser or principal underwriter to Funds and were unable to obtain the requested exemption, the effect on their businesses and employees would be severe.  The Applicants have committed substantial resources to establishing an expertise in providing services covered by Section 9(a) of the Act to Funds.  The Applicants currently employ about 250 persons who are involved in performing the advisory and/or underwriting function for Funds.  Prohibiting the Applicants from continuing to serve as advisers and/or principal underwriters to Funds not only would affect Applicants’ businesses adversely, but also Applicants’ employees.  For the foregoing reasons, the Section 9(a) prohibitions as applied to the Applicants would be unduly and disproportionately severe.
 
With respect to the ESC Advisers in particular, their disqualification from providing advisory or subadvisory services to the ESCs listed in Exhibit A would not be in the public interest or in furtherance of the protection of investors, and indeed such disqualification would frustrate the expectations of the eligible employees who invested in the ESCs.  It would not be consistent with

 
 
 
 
13
 
the purposes of the employees’ securities company provisions of the Act or the representations made in the terms and conditions of the ESC Order to require another entity not affiliated with Citigroup to manage the ESCs.  In addition, participating employees of Citigroup and its affiliates subscribed for interests in the ESCs with the expectation that the ESCs would be managed by an affiliate of Citigroup.
 
 
C.
Involvement of Applicants’ Personnel
 
With respect to the Applicants, none of their current or former directors, officers, or employees participated in the violative conduct alleged in the Complaint, with the exception of one employee.6  Applicants further state that the personnel at Citigroup who were involved in the violations alleged in the Complaint are either no longer employed at Citigroup, or have had no, and will not have any future involvement in, providing advisory, subadvisory, or depository services to Funds, or principal underwriting services to the Funds.  Shareholders of the Funds, to which the Applicants provided advisory, subadvisory, depository, and/or principal underwriting services, would not have been affected any differently if companies not affiliated with Citigroup had provided such services to those Funds.
 
As a result of the foregoing, it is clear that Applicants’ conduct has not been such as to make it against the public interest or protection of investors to grant their Application.
 
 
D.
Actions Taken with Respect to the Funds
 
To provide further assurance that the exemptive relief being requested herein would be consistent with the public interest and the protection of investors, the Applicants have distributed,

6           One current Citigroup employee, who participated in the alleged conduct at Citigroup, was employed by an Applicant for a period of time after the alleged conduct.  This employee, however, was not involved in providing advisory, depository, or principal underwriting services to the Funds.
 

 
 
 
 
14
 
or will distribute as soon as reasonably practical, written materials to, including an offer to meet in person to discuss the materials with, the boards of directors of Funds for which any of the Applicants serve as investment adviser or principal underwriter, including the directors who are not “interested persons” as defined in Section 2(a)(19) of the Act of such Funds, and their independent legal counsel as defined in Rule 0-1(a)(6) under the Act, if any.  These written materials will concern the Judgment, this Application, and any impact on the Funds of the Judgment and/or the Application.  The Applicants undertake to provide the Funds with all information concerning the Judgment and this Application necessary for the Funds to fulfill their disclosure and other obligations under the federal securities laws.
 
 
E.
Hardships on the Funds and their Shareholders
 
The inability of the Applicants to continue to serve as adviser and/or principal underwriter of the Funds would result in the Funds and their shareholders facing potentially severe hardships.  Neither the protection of investors nor the public interest would be served by permitting the Section 9(a) disqualifications to apply to the Applicants because those disqualifications would deprive the shareholders of such Funds of the advisory and underwriting services that shareholders expected the Funds would receive when they decided to invest in the Funds.  In addition, the Funds would have to expend time and other resources to engage substitute advisers or principal underwriters.  The prohibitions of Section 9(a) could, therefore, operate to the detriment of the financial interests of such Funds and their shareholders.
 
 
F.
Prior Section 9(c) Applications Filed
 
Certain of the Applicants previously have applied for and obtained the following orders under Section 9(c).  Because these previously obtained Section 9(c) orders were necessitated by enforcement actions brought by the Commission in the past, they should have little, if any,

 
 
 
 
15
 
relevance to whether this Application is granted.  Rather, the Application should be judged on its own merits.
 
 
On March 9, 1978, the Commission filed a complaint in the United States District Court for the Southern District of New York in an action entitled Securities and Exchange Commission v. Sun Company, Inc. (78 Civ. 1055), against various defendants, including Salomon Brothers.  The complaint alleged that Salomon Brothers and others violated the beneficial ownership and tender offer provisions of the Exchange Act.  On February 14, 1980, after it had found violations of the federal securities laws in July 1979, the Court signed an order relating to Salomon Brothers that required it to comply with a stipulation of settlement to which it had agreed (“Salomon Brothers Order”).  The stipulation required Salomon Brothers in the future to make the initial filings required under Sections 13(d) and 14(d) of the Exchange Act and to have or continue in practice certain procedures relating to the filing requirements of those sections of the Exchange Act.
 
Salomon Brothers sought a Section 9(c) order so that it could continue to serve as principal underwriter for registered investment companies.  In April 1980, the Commission pursuant to Section 9(c) permanently exempted Salomon Brothers and any company with which it then was an affiliated person from the prohibitions of Section 9(a) of the Act with respect to the Salomon Brothers Order.  Investment Company Act Release Nos. 11050 (Feb. 15, 1980) (notice and temporary order) and 11119 (Apr. 8, 1980) (permanent order).

7           Salomon Brothers was a New York limited partnership engaged in the investment banking and brokerage business.  In 1997, Smith Barney Holdings Inc. was combined with Salomon, Inc. to form Salomon Smith Barney Holdings Inc., which indirectly wholly owned CGMI.
 

 
 
 
 
16
 
 
On May 2, 1985, Hutton pled guilty to charges that it violated federal mail and wire fraud statutes by engaging in certain practices to obtain interest-free use of bank funds through its accounts at various banks.  United States v. E.F. Hutton & Co., Crim. No. 85-00083 (M.D. Pa.).  In a companion civil action, Hutton and Group were enjoined from, among other things, using certain elements of Hutton’s cash management system without the written consent of the banks involved and drafting checks in arbitrary amounts unrelated to ledger balances.  United States v. The E.F. Hutton Group, Civ. No. 85-0601 (M.D. Pa.) (“DOJ injunction”).  Later, on October 29, 1985, the Commission filed a complaint against Group alleging that it had violated Sections 13(a) and 13(b)(2) of the Exchange Act, and rules promulgated thereunder, by, among other things, making false and misleading statements in the MD&A section of its Forms 10-K regarding the sources of its interest income and by failing to maintain a system of adequate internal controls.  SEC v. The E.F. Hutton Group, Civ. No. 85-3419 (D.D.C. Oct. 29, 1985).  Without admitting or denying these allegations, Group agreed to the entry of a final order permanently enjoining it from such violations in the future.9

8           Hutton was a registered broker-dealer, investment adviser, and wholly-owned subsidiary of Group.  In April 1988, Hutton became an indirect, wholly-owned subsidiary of Shearson Lehman Brothers, Inc.  In July 1993, the then corporate parent of Smith Barney, Harris Upham & Co., Inc. (“SBHU”) acquired the retail brokerage and asset management operations of Shearson Lehman Brothers and combined them with SBHU, a predecessor of CGMI. 
9           Hutton also consented to entry of a permanent injunction in a civil action brought by New York State, which was based on the criminal conviction, DOJ injunction and the conduct underlying them.  N.Y. v. E.F. Hutton & Co., Index No. 85-43176 (Sup. Ct. N.Y. Cty. Oct. 29, 1985).

 
 
 
 
17
 
Hutton and Group sought a Section 9(c) order.  In September 1986, the Commission permanently and conditionally exempted Hutton and Group from the prohibitions of Section 9(a) of the Act with respect to the criminal conviction and civil injunctions described in the application.  Investment Company Act Release Nos. 14499 (May 2, 1985) (notice and temporary order), 14772 (Oct. 28, 1985) (order amending existing temporary order to include the New York State injunction), 14774 (Oct. 29, 1985) (order granting further temporary relief until the earlier of the date on which the Commission takes final action on the application for a permanent order, or one year from date of the order), and 15287 (Sept. 5, 1986) (permanent conditional order).
 
Hutton, Shearson Lehman Hutton Inc. (“Shearson”), and 11 Other Applicants10
 
On May 16, 1988, Hutton pled guilty to charges that it had conspired to violate, and had violated, certain provisions of the Bank Secrecy Act due to a failure to file currency transaction reports with the IRS.  United States v. E.F. Hutton & Company Inc. (D.R.I.).  The unlawful conduct did not occur later than October 1984—more than three years before Shearson acquired Hutton.
 
Hutton and the other applicants sought a Section 9(c) order.  In June 1989, the Commission permanently exempted the applicants from the provisions of Section 9(a) of the Act by reason of the judgment of conviction entered against Hutton.  Investment Company Act Release Nos. 16401 (May 16, 1988) (notice and temporary order) and 17036 (June 30, 1989) (permanent order).

10           See footnote 11, supra, for a discussion of relevant business transactions occurring in 1988 and 1993.
 

 
 
 
 
18
 
 
At the time of the application, SBHU employed three individuals subject to securities-related injunctions.  The existence of the injunctions against the employees disabled SBHU from acting in the capacities with respect to Funds described in the application.
 
In order to continue serving in capacities described in the application, SBHU sought a Section 9(c) order.  In May 1990, the Commission permanently and conditionally exempted SBHU from the provisions of Section 9(a) of the Act that were operative as a result of the injunctions entered against the three employees.  Investment Company Act Release Nos. 17404 (Apr. 2, 1990) (notice and temporary conditional order), 17404A (Apr. 11, 1990) (corrected notice and temporary conditional order), and 17501 (May 21, 1990) (permanent conditional order).
 
Salomon Brothers Asset Management Inc (“SBAM”) and  Salomon Brothers Inc. (“Salomon Brothers”)12
 
On May 20, 1992, the Commission filed a complaint in the United States District Court for the Southern District of New York in an action entitled Securities and Exchange Commission v. Salomon Inc. and Salomon Brothers Inc., 92 Civ. No. 3691.  The complaint alleged, among other things, that Salomon Brothers repeatedly had submitted false bids in auctions for U.S. Treasury securities.  On the day that the complaint was filed, the two defendants consented to the entry of judgments of permanent injunction.  Its injunction prohibited Salomon Brothers from committing

11           Smith Barney, Inc. was the direct parent corporation of SBHU, which is a predecessor of CGMI. 
12           Salomon Brothers, a registered broker-dealer and registered investment adviser, and SBAM, a registered investment adviser, each were indirect wholly-owned subsidiaries of Salomon Inc.  In 1997, Salomon Inc. was combined with Smith Barney Holdings Inc. to form Salomon Smith Barney Holdings Inc., an indirect parent of CGMI.

 
 
 
 
19
 
future violations of Section 17(a) of the Securities Act, Sections 15(c)(1) and 17(a) of the Exchange Act, and various Exchange Act rules.
 
SBAM and Salomon Brothers sought a Section 9(c) order.  In October 1992, the Commission permanently exempted SBAM and Salomon Brothers from the prohibitions of Section 9(a) of the Act with respect to the May 20, 1992 injunction.  Investment Company Act Release Nos. 18717 (May 20, 1992) (notice and conditional temporary order) and 19051 (Oct. 21, 1992) (permanent order).
 
SBHU
 
In March 1993, the parent of SBHU entered into an acquisition agreement, pursuant to which it agreed to acquire the domestic retail brokerage and asset management businesses of Shearson Lehman Brothers Inc. (“Shearson”) and combine it with SBHU.  During the due diligence review of Shearson’s operations, it was learned that two employees of Shearson and one of its subsidiaries were subject to securities-related injunctions; the two employees resigned from their respective positions at Shearson and its subsidiary.  SBHU proposed to hire the two employees as registered representatives at the earliest possible time, subject to receiving the registered exemption, because hiring the employees would subject SBHU to the disqualification provisions of Section 9(a) of the Act.  In July 1993, the Commission pursuant to Section 9(c) of the Act permanently and conditionally exempted SBHU from the prohibitions of Section 9(a) with respect to the employment of the two employees.  Investment Company Act Release Nos. 19478 (May 18, 1993) (notice and temporary order) and 19560 (July 2, 1993) (permanent conditional order).
 
SBHU
 
In April 1993, an individual who was subject to a securities-related injunction applied for employment as a financial consultant at Shearson, which declined to process the job application.

 
 
 
 
20
 
SBHU proposed to hire the individual as a registered representative at the earliest possible time, subject to receiving the requested exemption, because hiring the employee would subject SBHU to the disqualification provisions of Section 9(a) of the Act.  In July 1993, the Commission permanently and conditionally exempted SBHU from the prohibitions of Section 9(a) with respect to the employment of the employee.  Investment Company Act Release Nos. 19557 (July 2, 1993) (notice and temporary order) and 19597 (July 28, 1993) (permanent conditional order).
 
CGMI and Twelve Other Applicants
 
On October 31, 2003, a federal district court entered an injunction against CGMI in a matter brought by the Commission.  Securities and Exchange Commission v. Citigroup Global Markets Inc. f/k/a/ Salomon Smith Barney Inc., 03 Civ. 2945 (S.D.N.Y., filed April 28, 2003).  The complaint alleged that the firm’s research department and investment banking department issued research reports that were fraudulent, violated SRO rules regulating members’ communications with the public, and allocated hot IPO shares to executives of current or potential investment banking clients and provided special treatment for those executives.  CGMI consented to the entry of the injunction, as well as the payment of disgorgement and penalties and other equitable relief.
 
CGMI and the other applicants sought a Section 9(c) order.  On November 9, 2005, the Commission permanently exempted CGMI and the other applicants from the prohibitions of Section 9(a) of the Act with respect to the October 31, 2003 injunction.  Investment Company Act Release Nos. 26240 (Oct. 31, 2003) (notice and temporary order) and 27143 (Nov. 9, 2005) (permanent order).
 
CGMI and Twelve Other Applicants
 
On July 27, 2007, a federal district court entered an injunction against The BISYS Group, Inc., n/k/a Citi Investor Services, Inc., in a matter brought by the Commission.  Securities and

 
 
 
 
21
 
Exchange Commission v. The BISYS Group, Inc., 07 Civ. 4010 (KMK) (S.D.N.Y., filed May 23, 2007).  The complaint alleged that BISYS had engaged in improper accounting practices that resulted in an overstatement of BISYS’s financial results for several fiscal years.  Without admitting or denying the allegations in the complaint, except as to jurisdiction, BISYS consented to the entry of the injunction, as well as the payment of disgorgement and prejudgment interest.  On August 1, 2007, Citigroup acquired BISYS, making BISYS an affiliate of other Citigroup affiliates that then served as investment advisers, principal underwriters, or depositors of investment companies and employees’ securities companies.
 
CGMI and twelve other applicants sought a Section 9(c) order.  On October 22, 2007, the Commission permanently exempted CGMI and the other applicants from the prohibitions of Section 9(a) of the Act with respect to the July 27, 2007, injunction.  Investment Company Act Release Nos. 27978 (Sept. 24, 2007) (notice and temporary order) and 28017 (Oct. 22, 2007) (permanent order).
 
CGMI and Seven Other Applicants
 
On December 23, 2008, a federal district court entered an injunction against CGMI in a matter brought by the Commission.  Securities and Exchange Commission v. Citigroup Global Markets Inc., 08 Civ. 10753 (S.D.N.Y., filed December 11, 2008).  The complaint alleged that, among other things, CGMI misled its customers regarding the fundamental nature of and risks associated with auction rate securities that CGMI underwrote, marketed, and sold.  CGMI consented to the entry of the injunction, as well as other equitable relief.
 
CGMI and the other applicants sought a Section 9(c) order.  On January 16, 2009, the Commission permanently exempted CGMI and the other applicants from the prohibitions of Section 9(a) of the Act with respect to the December 23, 2008, injunction.  Investment Company

 
 
 
 
22
 
Act Release Nos. 28572 (Dec. 23, 2008) (notice and temporary order) and 28605 (Jan. 16, 2009) (permanent order).
 
Automated Trading Desk Specialists, LLC and Eight Other Applicants
 
On March 11, 2009, a federal district court entered an injunction against Automated Trading Desk Specialists, LLC (“ATDS”) in a matter brought by the Commission.  Securities and Exchange Commission v. Automated Trading Desk Specialists, LLC., 1:09cv1977 (LTS) (S.D.N.Y. Mar. 4, 2009).  The complaint alleged that, among other things, ATDS violated certain rules of the Chicago Stock Exchange by engaging in improper trades for its own proprietary accounts by trading ahead of, instead of matching customer orders, interpositioning and trading ahead of unexecuted open or cancelled orders.  ATDS consented to the entry of the injunction, as well as other equitable relief.
 
ATDS and the other applicants sought a Section 9(c) order.  On April 7, 2009, the Commission permanently exempted ATDS and the other applicants from the prohibitions of Section 9(a) of the Act with respect to the March 11, 2009, injunction.  Investment Company Act Release Nos. 28647 (Mar. 12, 2009) (notice and temporary order) and 28688 (Apr. 7, 2009) (permanent order).
 
 
G.
Applicants’ Condition
 
The Applicants agree that any order granted by the Commission pursuant to this Application will be subject to the following condition:
 
Any temporary exemption granted pursuant to the Application shall be without prejudice to, and shall not limit the Commission’s rights in any manner with respect to, any Commission investigation of, or administrative proceedings involving or against, Covered Persons, including without limitation, the consideration by the Commission of a permanent exemption from Section 9(a) of the Act requested pursuant to the Application or the revocation or removal of any
 
 
 
 
 
23
 
temporary exemptions granted under the Act in connection with the Application.
 
IV.
Conclusion
 
For the reasons set forth above, each of the Applicants meets the standards for exemption specified in Section 9(c) of the Act and, therefore, respectfully applies for the entry of the following orders by the Commission as soon as may be practicable:
 
1.           that, pursuant to Section 9(c) of the Act, each of the Applicants and the other Covered Persons be temporarily exempted from any of the provisions of Section 9(a) of the Act that might otherwise be operative as a result of the Judgment pending final determination by the Commission of the Application for an order permanently exempting the Applicants and the other Covered Persons from any of the provisions of Section 9(a) of the Act that might otherwise be operative as a result of the Judgment; and
 
2.           that, pursuant to Section 9(c) of the Act, each of the Applicants and the other Covered Persons be permanently exempted from any of the provisions of Section 9(a) of the Act that might otherwise be operative as a result of the Judgment.
 
V.
Authorization
 
Pursuant to Rule 0-2(f) under the Act, the Applicants state that their addresses are as indicated on the cover page of this Application and further state that all communications or questions concerning this Application should be directed to:
 
Edward G. Turan, Esq.
Managing Director and Deputy General Counsel
Citigroup Global Markets Inc.
388 Greenwich Street, 17th Floor
New York, NY 10013
 
with a copy to:
 
Gail Ennis, Esq.
John M. Faust, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
1875 Pennsylvania Avenue, N.W.
Washington, D.C.  20006-3642

 
 
 
 
24
 
The Applicants request that the Commission issue the requested orders pursuant to Rule 0-5 under the Act without conducting a hearing.
 
Pursuant to Rule 0-2(c)(1) under the Act, each Applicant states that under the provisions of each Applicant’s governing instruments, the responsibility for the management of its affairs and business is vested in its Chief Executive Officer, Board of Directors, officers, or other governing body, as applicable.  Each Applicant represents that the undersigned individual is authorized to file this Application in its name and on its behalf.  The certifications required by Rule 0-2(c)(1) under the Act are included on the signature pages to this Application.

 
 
 
 
25
 
Pursuant to Rule 0-2(c)(1) under the Act, CGMI hereby states that its undersigned Managing Director and Deputy General Counsel is authorized to sign and file this Application in its name and on its behalf and that CGMI has complied with all requirements for the execution and filing of this application in its name and on its behalf.
 
Dated: July 30, 2010
 
 
CITIGROUP GLOBAL MARKETS INC.
By:           /s/ Edward G. Turan                                                           
Name:      Edward G. Turan
Title:        Managing Director and Deputy General Counsel
 
 
 
 
 
26
 
Pursuant to Rule 0-2(c)(1) under the Act, Citigroup Alternative hereby states that its undersigned Secretary is authorized to sign and file this Application in its name and on its behalf and that Citigroup Alternative has complied with all requirements for the execution and filing of this application in its name and on its behalf.
 
Dated:  July 30, 2010
 
 
CITIGROUP ALTERNATIVE INVESTMENTS LLC
By:           /s/ Craig Barrack                                       
Name:      Craig Barrack
Title:        Secretary
 


 
 
 
 
27
 
Pursuant to Rule 0-2(c)(1) under the Act, CEFOF hereby states that its undersigned Secretary is authorized to sign and file this Application in its name and on its behalf and that CEFOF has complied with all requirements for the execution and filing of this application in its name and on its behalf.
 
Dated:  July 30, 2010
 
 
CEFOF GP I CORP.
By:           /s/ Jason Ment                                  
Name:      Jason Ment
Title:        Secretary
 
 
 
 
 
28
 
Pursuant to Rule 0-2(c)(1) under the Act, CELFOF hereby states that its undersigned Secretary is authorized to sign and file this Application in its name and on its behalf and that CELFOF has complied with all requirements for the execution and filing of this application in its name and on its behalf.
 
Dated:  July 30, 2010
 
 
CELFOF GP CORP.
By:           /s/ Jason Ment                                          
Name:      Jason Ment
Title:        Secretary
 
 
 
 
 
29
 
Pursuant to Rule 0-2(c)(1) under the Act, Citibank hereby states that its undersigned Assistant Secretary is authorized to sign and file this Application in its name and on its behalf and that Citibank has complied with all requirements for the execution and filing of this application in its name and on its behalf.
 
Dated: July 30, 2010
 
 
CITIBANK, N.A.
By:           /s/ Edward G. Turan                                 
Name:      Edward G. Turan
Title:        Assistant Secretary
 
 
 
 
 
30
 
Pursuant to Rule 0-2(c)(1) under the Act, CCP I hereby states that its undersigned Secretary is authorized to sign and file this Application in its name and on its behalf and that CCP I has complied with all requirements for the execution and filing of this application in its name and on its behalf.
 
Dated:  July 30, 2010
 
 
CITIGROUP CAPITAL PARTNERS I GP I CORP.
By:           /s/ Jason Ment                                      
Name:      Jason Ment
Title:        Secretary

 
 
 
 
31
 
Pursuant to Rule 0-2(c)(1) under the Act, CCP II hereby states that its undersigned Secretary is authorized to sign and file this Application in its name and on its behalf and that CCP II has complied with all requirements for the execution and filing of this application in its name and on its behalf.
 
Dated:  July 30, 2010
 
 
CITIGROUP CAPITAL PARTNERS I GP II CORP.
By:           /s/ Jason Ment                                      
Name:      Jason Ment
Title:        Secretary

 
 
 
 
32
 
Pursuant to Rule 0-2(c)(1) under the Act, Advisory Services hereby states that its undersigned Secretary is authorized to sign and file this Application in its name and on its behalf and that Advisory Services has complied with all requirements for the execution and filing of this application in its name and on its behalf.
 
Dated:  July 30, 2010
 
 
CONSULTING GROUP ADVISORY SERVICES LLC
By:           /s/ Anne Cooney                    
Name:      Anne Cooney
Title:        Secretary
 

 
 
 

33
 
EXHIBIT A

 
REGISTERED INVESTMENT COMPANIES TO WHICH
APPLICANTS OR ITS AFFILIATES PROVIDE SERVICES
 
Fund Name
Principal Underwriter  (U) /Adviser (A)
   
Consulting Group Capital Markets Funds
Consulting Group Advisory Services LLC (A);  CGMI (U)
Large Capitalization Growth Investments Portfolio
  
Large Capitalization Value Equity Investments Portfolio
  
Small Capitalization Growth Investments Portfolio
  
Small Capitalization Value Equity Investments Portfolio
  
International Equity Investments Portfolio
  
Emerging Markets Equity Investments Portfolio
  
Core Fixed Income Investments Portfolio
  
High Yield Investments Portfolio
  
International Fixed Income Investments Portfolio
  
Municipal Bond Investments Portfolio
  
Money Market Investments Portfolio
  
   
LMP Corporate Loan Fund Inc., f/n/a Citigroup Investments Corporate Loan Fund Inc.
Citigroup Alternative Investments LLC (A)
 
 

 
 
 

34

 
EMPLOYEES’ SECURITIES COMPANIES ADVISED BY ESC ADVISERS
 
 
ESC Name
Investment Adviser(s)
 
Citigroup Capital Partners II U.S. Employee Fund, L.P.
Citigroup Alternative Investments LLC
   
Citigroup Capital Partners II U.K. Employee Fund, L.P.
Citigroup Alternative Investments LLC
   
Citigroup Capital Partners II Cayman Employee Fund, L.P.
Citigroup Alternative Investments LLC
   
Citigroup Capital Partners II U.S.-UK. Employee Fund, L.P.
Citigroup Alternative Investments LLC
   
Citigroup Capital Partners II U.K. Underlying Fund, L.P.
Citigroup Alternative Investments LLC
   
Citigroup Capital Partners II Employee Master Fund, L.P.
Citigroup Alternative Investments LLC
   
Citigroup Employee Fund of Funds (DE-UK) I, LP
CEFOF GP I Corp.
   
Citigroup Employee Fund of Funds (UK) I, LP
CEFOF GP I Corp.
   
Citigroup Employee Fund of Funds (Cayman) I, LP
CEFOF GP I Corp.
   
Citigroup Employee Fund of Funds (US-UK) I, LP
CELFOF GP Corp.
   
Citigroup Employee Fund of Funds 1, LP
CELFOF GP Corp.
   
Citigroup Employee Fund of Funds (Master Fund) I, LP
CELFOF GP Corp.
   
Citigroup Venture Capital International Growth Partnership (Employee) II, L.P.
Citigroup Alternative Investments LLC
   
The Citigroup Private Bank Employee Co-Investment Program, LP
Citibank, N.A.
   
The Citigroup Private Bank Employee Co-Investment Program II, LP
Citibank, N.A.
   
The Citigroup Private Bank Co-Investment Program (Feeder), Ltd.
Citibank, N.A.
   
The Citigroup Private Bank Co-Investment Program (Feeder) II, Ltd.
Citibank, N.A.
   
SSB Capital Partners (DE-UK) I, LP
Citigroup Capital Partners I GP I Corp.
   
SSB Capital Partners (UK) I, LP
Citigroup Capital Partners I GP I Corp.
   
SSB Capital Partners (Cayman) I, LP
Citigroup Capital Partners I GP I Corp.
   
SSB Capital Partners (US-UK) I, LP
Citigroup Capital Partners I GP II Corp.
   
SSB Capital Partners I, LP
Citigroup Capital Partners I GP II Corp.
   
SSB Capital Partners (Master Fund) I, LP
Citigroup Capital Partners I GP I Corp.
   
CVCIGP II U.S. Employee, L.P.
Citigroup Alternative Investments LLC
   
CVCIGP II U.S.-U.K. Employee, L.P.
Citigroup Alternative Investments LLC
   
CVCIGP II Delaware Employee, L.P.
Citigroup Alternative Investments LLC
   
CVCIGP II Cayman Employee, L.P.
Citigroup Alternative Investments LLC
   
CVCIGP II Offshore Employee, L.P.
Citigroup Alternative Investments LLC
 
 
 
 

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