UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM TA-1

UNIFORM FORM FOR REGISTRATION AS A TRANSFER AGENT AND FOR AMENDMENTTO REGISTRATION PURSUANT TO SECTION 17A OF THESECURITIES EXCHANGE ACT OF 1934
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GENERAL: Form TA-1 is to be used to register or amend registration as a transfer agent with the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation or the Securities and Exchange Commission pursuant to Section 17A of the Securities Exchange Act of 1934. Read all instructions before completing this form. Please print or type all responses.
Form Version:3.2.0
1(a).  Filer CIK: 0000810704
1(c). Live/Test Filing?
X Live    Test
1(e). Is this filing an amendment to a previous filing?
X Yes
1(e)(i).  File Number: 084-01499

2. Appropriate regulatory agency (check one):
X Securities and Exchange Commission
   Board of Governors of the Federal Reserve System
   Federal Deposit Insurance Corporation
   Comptroller of the Currency
   Office of Thrift Supervision

3(a).  Full Name of Registrant:
Primerica Shareholder Services, Inc.
3(a)(i).  Previous name, if being amended:
Primerica Shareholder Services
3(b).  Financial Industry Number Standard (FINS) number:409573
3(c).  Address of principal office where transfer agent activities are, or will be, performed:
3(c)(i).  Address 1
3100 Breckinridge Boulevard
3(c)(ii).  Address 2

3(c)(iii).  City
Duluth
3(c)(iv).  State or Country
GA
GEORGIA
3(c)(v).  Postal Code
30099
3(d). Address of principal office where transfer agent activities are, or will be, performed:
   Yes X No
If `yes,` provide address(es):
3(e).  Telephone Number (Include Area Code)
770-564-6167

4. Does registrant conduct, or will it conduct, transfer agent activities at any location other than that given in Question 3(c) above?
X Yes    No
If `yes,` provide address(es):
4(a)(i).  Address 1
100 Citibank Drive
4(a)(ii).  Address 2

4(a)(iii).  City
San Antonio
4(a)(iv).  State or Country
TX
TEXAS
4(a)(v).  Postal Code
78245

5. Does registrant act, or will it act, as a transfer agent solely for its own securities and/or securities of an affiliate(s)?
   Yes X No

6. Has registrant, as a named transfer agent, engaged, or will it engage, a service company to perform any transfer agent functions?
   Yes X No
If `yes,` provide the name(s) and address(es) of all service companies engaged, or that will be engaged, by the registrant to perform its transfer agent functions:

7. Has registrant been engaged, or will it be engaged, as a service company by a named transfer agent to perform transfer agent functions?
X Yes    No
If `yes,` provide the name(s) and File Number(s) of the named transfer agent(s) for which the registrant has been engaged, or will be engaged, as a service company to perform transfer agent functions:
7(a).  Name:
PNC Global Investment Services, Inc. fka PFPC Global Fund Services, Inc.
7(b).  File Number: 084-01761
7(c)(i).  Address 1
400 Bellevue Parkway
7(c)(ii).  Address 2

7(c)(iii).  City
Wilmington
7(c)(iv).  State or Country
DE
DELAWARE
7(c)(v).  Postal Code
19809
7(a).  Name:
Van Kampen Investor Service
7(b).  File Number: 084-01621
7(c)(i).  Address 1
Harborside Financial Center Plaza Two
7(c)(ii).  Address 2

7(c)(iii).  City
Jersey City
7(c)(iv).  State or Country
NJ
NEW JERSEY
7(c)(v).  Postal Code
07311-3977
7(a).  Name:
Aim Fund Services, Inc.
7(b).  File Number: 084-05432
7(c)(i).  Address 1
11 Greenway Plaza
7(c)(ii).  Address 2
Suite 100
7(c)(iii).  City
Houston
7(c)(iv).  State or Country
TX
TEXAS
7(c)(v).  Postal Code
77046
7(a).  Name:
Pioneer Investment Management Shareholder Services
7(b).  File Number: 084-01359
7(c)(i).  Address 1
60 State Street
7(c)(ii).  Address 2

7(c)(iii).  City
Boston
7(c)(iv).  State or Country
MA
MASSACHUSETTS
7(c)(v).  Postal Code
02109

Completion of Question 8 on this form is required by all independent, non-issuer registrants whose appropriate regulatory authority is the Securities and Exchange Commission. Those registrants who are not required to complete Question 8 should select `Not Applicable.`

8. Is registrant a:
X Corporation
   Partnership
   Sole Proprietorship
   Other
   Not Applicable

Section for Initial Registration and for Amendments Reporting Additional Persons. (Corporation or Partnership)

8(a)(i).  Full Name: William A. Kelly
8(a)(ii).  Relationship Start Date: 01/21/1997
8(a)(iii).  Title or Status: Chief Executive Officer and President
8(a)(iv). Ownership Code:
X NA - 0 to 5%
   A - 5% up to 10%
   B - 10% up to 25%
   C - 25% up to 50%
   D - 50% up to 75%
   E - 75% up to 100%
8(a)(v). Control Person:
X
8(a)(vi).  Relationship End Date:

8(a)(i).  Full Name: Cynthia K. Mitchell
8(a)(ii).  Relationship Start Date: 01/17/1995
8(a)(iii).  Title or Status: Executive Vice President
8(a)(iv). Ownership Code:
X NA - 0 to 5%
   A - 5% up to 10%
   B - 10% up to 25%
   C - 25% up to 50%
   D - 50% up to 75%
   E - 75% up to 100%
8(a)(v). Control Person:
X
8(a)(vi).  Relationship End Date:

8(a)(i).  Full Name: Melanie J. Mitchell
8(a)(ii).  Relationship Start Date: 12/19/2008
8(a)(iii).  Title or Status: Executive Vice President and Secretary
8(a)(iv). Ownership Code:
X NA - 0 to 5%
   A - 5% up to 10%
   B - 10% up to 25%
   C - 25% up to 50%
   D - 50% up to 75%
   E - 75% up to 100%
8(a)(v). Control Person:
X
8(a)(vi).  Relationship End Date:

8(a)(i).  Full Name: Alison S. Rand
8(a)(ii).  Relationship Start Date: 12/31/1998
8(a)(iii).  Title or Status: Executive Vice President
8(a)(iv). Ownership Code:
X NA - 0 to 5%
   A - 5% up to 10%
   B - 10% up to 25%
   C - 25% up to 50%
   D - 50% up to 75%
   E - 75% up to 100%
8(a)(v). Control Person:
X
8(a)(vi).  Relationship End Date:

8(a)(i).  Full Name: D. Gentry Rose
8(a)(ii).  Relationship Start Date: 06/01/2000
8(a)(iii).  Title or Status: Senior Vice President
8(a)(iv). Ownership Code:
X NA - 0 to 5%
   A - 5% up to 10%
   B - 10% up to 25%
   C - 25% up to 50%
   D - 50% up to 75%
   E - 75% up to 100%
8(a)(v). Control Person:
  
8(a)(vi).  Relationship End Date:

8(a)(i).  Full Name: John S. Watts, III
8(a)(ii).  Relationship Start Date: 01/01/2001
8(a)(iii).  Title or Status: Sr Vice President & Chief Legal Counsel
8(a)(iv). Ownership Code:
X NA - 0 to 5%
   A - 5% up to 10%
   B - 10% up to 25%
   C - 25% up to 50%
   D - 50% up to 75%
   E - 75% up to 100%
8(a)(v). Control Person:
  
8(a)(vi).  Relationship End Date:

8(a)(i).  Full Name: Jimmie B. Barnhill
8(a)(ii).  Relationship Start Date: 09/01/2006
8(a)(iii).  Title or Status: Vice President
8(a)(iv). Ownership Code:
X NA - 0 to 5%
   A - 5% up to 10%
   B - 10% up to 25%
   C - 25% up to 50%
   D - 50% up to 75%
   E - 75% up to 100%
8(a)(v). Control Person:
  
8(a)(vi).  Relationship End Date:

8(a)(i).  Full Name: Allen F. Coleman
8(a)(ii).  Relationship Start Date: 01/17/1995
8(a)(iii).  Title or Status: Vice Persident & Assistant Secretary
8(a)(iv). Ownership Code:
X NA - 0 to 5%
   A - 5% up to 10%
   B - 10% up to 25%
   C - 25% up to 50%
   D - 50% up to 75%
   E - 75% up to 100%
8(a)(v). Control Person:
  
8(a)(vi).  Relationship End Date:

8(a)(i).  Full Name: Michelle L. Reardon
8(a)(ii).  Relationship Start Date: 01/05/2005
8(a)(iii).  Title or Status: Vice President
8(a)(iv). Ownership Code:
X NA - 0 to 5%
   A - 5% up to 10%
   B - 10% up to 25%
   C - 25% up to 50%
   D - 50% up to 75%
   E - 75% up to 100%
8(a)(v). Control Person:
  
8(a)(vi).  Relationship End Date:

8(a)(i).  Full Name: Dawn G. Reece
8(a)(ii).  Relationship Start Date: 06/01/2000
8(a)(iii).  Title or Status: Vice President
8(a)(iv). Ownership Code:
X NA - 0 to 5%
   A - 5% up to 10%
   B - 10% up to 25%
   C - 25% up to 50%
   D - 50% up to 75%
   E - 75% up to 100%
8(a)(v). Control Person:
  
8(a)(vi).  Relationship End Date:

8(a)(i).  Full Name: Daniel A. Woodring
8(a)(ii).  Relationship Start Date: 09/01/2005
8(a)(iii).  Title or Status: Vice Pres & Chief Compliance Officer
8(a)(iv). Ownership Code:
X NA - 0 to 5%
   A - 5% up to 10%
   B - 10% up to 25%
   C - 25% up to 50%
   D - 50% up to 75%
   E - 75% up to 100%
8(a)(v). Control Person:
  
8(a)(vi).  Relationship End Date:

8(a)(i).  Full Name: David E. Reardon
8(a)(ii).  Relationship Start Date: 01/05/2005
8(a)(iii).  Title or Status: Chief Financial Officer & Treasurer
8(a)(iv). Ownership Code:
X NA - 0 to 5%
   A - 5% up to 10%
   B - 10% up to 25%
   C - 25% up to 50%
   D - 50% up to 75%
   E - 75% up to 100%
8(a)(v). Control Person:
  
8(a)(vi).  Relationship End Date:

8(a)(i).  Full Name: Michael A. Lynch
8(a)(ii).  Relationship Start Date: 09/01/2006
8(a)(iii).  Title or Status: Assistant Secretary
8(a)(iv). Ownership Code:
X NA - 0 to 5%
   A - 5% up to 10%
   B - 10% up to 25%
   C - 25% up to 50%
   D - 50% up to 75%
   E - 75% up to 100%
8(a)(v). Control Person:
  
8(a)(vi).  Relationship End Date:

8(a)(i).  Full Name: Kurt J. Simmons
8(a)(ii).  Relationship Start Date: 03/11/2009
8(a)(iii).  Title or Status: Assistant Secretary
8(a)(iv). Ownership Code:
X NA - 0 to 5%
   A - 5% up to 10%
   B - 10% up to 25%
   C - 25% up to 50%
   D - 50% up to 75%
   E - 75% up to 100%
8(a)(v). Control Person:
  
8(a)(vi).  Relationship End Date:

8(a)(i).  Full Name: Judy R. Trollinger
8(a)(ii).  Relationship Start Date: 01/01/1999
8(a)(iii).  Title or Status: Assistant Secretary
8(a)(iv). Ownership Code:
X NA - 0 to 5%
   A - 5% up to 10%
   B - 10% up to 25%
   C - 25% up to 50%
   D - 50% up to 75%
   E - 75% up to 100%
8(a)(v). Control Person:
  
8(a)(vi).  Relationship End Date:

8(a)(i).  Full Name: Primerica Finance Corporation
8(a)(ii).  Relationship Start Date: 12/20/1994
8(a)(iii).  Title or Status: Parent Company
8(a)(iv). Ownership Code:
   NA - 0 to 5%
   A - 5% up to 10%
   B - 10% up to 25%
   C - 25% up to 50%
   D - 50% up to 75%
X E - 75% up to 100%
8(a)(v). Control Person:
X
8(a)(vi).  Relationship End Date:

8(a)(i).  Full Name: Associated Madison Companies, Inc.
8(a)(ii).  Relationship Start Date: 11/30/2009
8(a)(iii).  Title or Status: Indirect Parent Company
8(a)(iv). Ownership Code:
   NA - 0 to 5%
   A - 5% up to 10%
   B - 10% up to 25%
   C - 25% up to 50%
   D - 50% up to 75%
X E - 75% up to 100%
8(a)(v). Control Person:
X
8(a)(vi).  Relationship End Date:

8(a)(i).  Full Name: Citigroup Inc.
8(a)(ii).  Relationship Start Date: 11/30/2009
8(a)(iii).  Title or Status: Indirect Parent Company
8(a)(iv). Ownership Code:
   NA - 0 to 5%
   A - 5% up to 10%
   B - 10% up to 25%
   C - 25% up to 50%
   D - 50% up to 75%
X E - 75% up to 100%
8(a)(v). Control Person:
X
8(a)(vi).  Relationship End Date:


9.  Does any person or entity not named in the answer to Question 8:
9(a). directly or indirectly, through agreement or otherwise exercise or have the power to exercise control over the management or policies of applicant; or . . . .
   Yes X No    NA
9(a)(i).  Exact name of each person or entity:

9(a)(ii).  Description of the Agreement or other basis:

9(b). wholly or partially finance the business of applicant, directly or indirectly, in any manner other than by a public offering of securities made pursuant to the Securities Act of 1933 or by credit extended in the ordinary course of business by suppliers, banks and others ? . . . . . . . . . . . . . . . . . . . . . . . . . .
   Yes X No
9(b)(i).  Exact name of each person or entity:

9(b)(ii).  Description of the Agreement or other basis:


10.  Applicant and Control Affiliate Disciplinary History:
The following definitions apply for purposes of answering this Question 10
Control affiliate - An individual or firm that directly or indirectly controls, is under common control with, or is controlled by applicant. Included are any employees identified in 8(a), 8(b), 8(c) of this form as exercising control. Excluded are any employees who perform solely clerical, administrative support of similar functions, or who, regardless of title, perform no executive duties or have no senior policy making authority.
Investment or investment related - Pertaining to securities, commodities, banking, insurance, or real estate (including, but not limited to, acting as or being associated with a broker-dealer, investment company, investment adviser, futures sponsor, bank, or savings and loan association).
Involved - Doing an act of aiding, abetting, counseling, commanding, inducing, conspiring with or failing reasonably to supervise another in doing an act.
10(a).  In the past ten years has the applicant or a control affiliate been convicted of or plead guilty or nolo contender (`no contest`) to:
10(a)(1). a felony or misdemeanor involving: investments or an investment-related business, fraud, false statements or omissions, wrongful taking of property, or bribery, forgery, counterfeiting or extortion?
   Yes X No
10(a)(2). any other felony?
   Yes X No
10(b).  Has any court in the past ten years:
10(b)(1). enjoined the applicant or a control affiliate in connection with any investment-related activity?
   Yes X No
10(b)(2). found that the applicant or a control affiliate was involved in a violation of investment-related statutes or regulations?
   Yes X No
10(c).  Has the U.S. Securities and Exchange Commission or the Commodity Futures Trading Commission ever:
10(c)(1). found the applicant or a control affiliate to have made a false statement or omission?
X Yes    No
10(c)(1)(i).  The individuals named in the action or claim:
Citigroup Global Markets Inc.
10(c)(1)(ii).  Title of Action 10(c)(1)(iii).  Date of Action
SEC Administrative and Cease-and-Desist Order
 03/23/2005
10(c)(1)(iv).  The Court or body taking the Action and location:
Securities and Exchange Commission
10(c)(1)(v).  Description of the action or claim:
On March 23, 2005 the SEC entered an administrative and cease-and-desist order against Citigroup Global Markets Inc. (CGMI"), a control affiliate of Applicant. The order finds CGMI willfully violated Section 17(a)(2) of the Securities Act of 1933 and Rule 10b-10 promulgated under the Securities Exchange Act of 1934. The order finds that there were two distinct disclosure failures by CGMI in the offer and sale of mutual fund shares to its customers. First, CGMI did not adequately disclose its revenue sharing program whereby CGMI received from advisers and distributors associated with certain mutual fund complexes revenue sharing payments in exchange for which CGMI granted mutual funds access to, or increased visibility in, CGMI retail distribution network. Second, CGMI failed to disclose adequately at the point of sale, in connection with recommendations to customers to buy Class B shares, that such shares were subject to higher annual fees and that those fees could have a negative impact on the customers' investment returns depending on amount invested and the intended holding period. The Order censured CGMI, required that CGMI cease and desist from committing or causing violations and future violations of Section 17(a) of the Securities Act and Exchange Act Rule 10b-10, and required that CGMI pay a $20 million civil money penalty.
10(c)(1)(vi).  Disposition of action or claim:
Affiliate is responsible for making necessary disclosures and status.
10(c)(1)(i).  The individuals named in the action or claim:
Smith Barney Fund Management LLC and Citigroup Global Markets Inc.
10(c)(1)(ii).  Title of Action 10(c)(1)(iii).  Date of Action
SEC Administrative and Cease-and-Desist Order
 05/31/2005
10(c)(1)(iv).  The Court or body taking the Action and location:
Securities and Exchange Commission
10(c)(1)(v).  Description of the action or claim:
On May 31, 2005, the SEC entered an administrative cease-and-desist order finding that Smith Barney Fund Management LLC("SBFM") and Citigroup Global Markets Inc. ("CGMI"), both control affiliates of Applicant, willfully violated Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 in connection with securing approval by the Boards of the Smith Barney family of mutual funds (the "Funds") of the appointment of a new, affiliated transfer agent. The SEC Order finds that SBFM and CGMI failed to disclose to the Boards a revenue guarantee associated with the new agreement or an offer made by the then-existing transfer agent to continue to perform its work at a discount. The SEC Order further finds that SBFM and CGMI made other omissions and misrepresentations to the Boards in connection with the creation, operation, and compensation of the new arrangement. Based on these findings, the Order censured SBFM and CGMI, required both to cease and desist from committing or causing violations of Sections 206(1) and 206(2) of the Investment Advisors Act of 1940, required that both disgorge, on a joint and several basis, $109 million plus prejudgment interest of $19.1 million, and required that SBFM pay an $80 million civil money penalty.
10(c)(1)(vi).  Disposition of action or claim:
Affiliate is responsible for making necessary disclosures and status.
10(c)(2). found the applicant or a control affiliate to have been involved in a violation of its regulations or statutes?
X Yes    No
10(c)(2)(i).  The individuals named in the action or claim:
Citigroup Global Markets Inc.
10(c)(2)(ii).  Title of Action 10(c)(2)(iii).  Date of Action
SEC Administrative and Cease-and-Desist Order
 03/23/2005
10(c)(2)(iv).  The Court or body taking the Action and location:
Securities and Exchange Commission
10(c)(2)(v).  Description of the action or claim:
On March 23, 2005 the SEC entered an administrative and cease-and-desist order against Citigroup Global Markets Inc. (CGMI"), a control affiliate of Applicant. The order finds CGMI willfully violated Section 17(a)(2) of the Securities Act of 1933 and Rule 10b-10 promulgated under the Securities Exchange Act of 1934. The order finds that there were two distinct disclosure failures by CGMI in the offer and sale of mutual fund shares to its customers. First, CGMI did not adequately disclose its revenue sharing program whereby CGMI received from advisers and distributors associated with certain mutual fund complexes revenue sharing payments in exchange for which CGMI granted mutual funds access to, or increased visibility in, CGMI retail distribution network. Second, CGMI failed to disclose adequately at the point of sale, in connection with recommendations to customers to buy Class B shares, that such shares were subject to higher annual fees and that those fees could have a negative impact on the customers' investment returns depending on amount invested and the intended holding period. The Order censured CGMI, required that CGMI cease and desist from committing or causing violations and future violations of Section 17(a) of the Securities Act and Exchange Act Rule 10b-10, and required that CGMI pay a $20 million civil money penalty.
10(c)(2)(vi).  Disposition of action or claim:
Affiliate is responsible for making necessary disclosures and status.
10(c)(2)(i).  The individuals named in the action or claim:
Smith Barney Fund Management LLC and Citigroup Global Markets Inc.
10(c)(2)(ii).  Title of Action 10(c)(2)(iii).  Date of Action
SEC Administrative and Cease-and-Desist Order
 05/31/2005
10(c)(2)(iv).  The Court or body taking the Action and location:
Securities and Exchange Commission
10(c)(2)(v).  Description of the action or claim:
On May 31, 2005, the SEC entered an administrative cease-and-desist order finding that Smith Barney Fund Management LLC("SBFM") and Citigroup Global Markets Inc. ("CGMI"), both control affiliates of Applicant, willfully violated Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 in connection with securing approval by the Boards of the Smith Barney family of mutual funds (the "Funds") of the appointment of a new, affiliated transfer agent. The SEC Order finds that SBFM and CGMI failed to disclose to the Boards a revenue guarantee associated with the new agreement or an offer made by the then-existing transfer agent to continue to perform its work at a discount. The SEC Order further finds that SBFM and CGMI made other omissions and misrepresentations to the Boards in connection with the creation, operation, and compensation of the new arrangement. Based on these findings, the Order censured SBFM and CGMI, required both to cease and desist from committing or causing violations of Sections 206(1) and 206(2) of the Investment Advisors Act of 1940, required that both disgorge, on a joint and several basis, $109 million plus prejudgment interest of $19.1 million, and required that SBFM pay an $80 million civil money penalty.
10(c)(2)(vi).  Disposition of action or claim:
Affiliate is responsible for making necessary disclosures and status.
10(c)(3). found the applicant or a control affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked or restricted?
   Yes X No
10(c)(4). entered an order denying, suspending or revoking the applicant`s or a control affiliate`s registration or otherwise disciplined it by restricting its activities?
   Yes X No
10(d).  Has any other Federal regulatory agency or any state regulatory agency:
10(d)(1). ever found the applicant or a control affiliate to have made a false statement or omission or to have been dishonest, unfair, or unethical?
   Yes X No
10(d)(2). ever found the applicant or a control affiliate to have been involved in a violation of investment-related regulations or statutes?
   Yes X No
10(d)(3). ever found the applicant or a control affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
   Yes X No
10(d)(4). in the past ten years entered an order against the applicant or a control affiliate in connection with investment-related activity?
   Yes X No
10(d)(5). ever denied, suspended, or revoked the applicant`s or a control affiliate`s registration or license, or prevented it from associating with an investment-related business, or otherwise disciplined it by restricting its activities?
   Yes X No
10(d)(6). ever revoked or suspended the applicant`s or a control affiliate`s license as an attorney or accountant?
   Yes X No
10(e).  Has any self-regulatory organization or commodities exchange ever:
10(e)(1). found the applicant or a control affiliate to have made a false statement or omission?
X Yes    No
10(e)(1)(i).  The individuals named in the action or claim:
Citigroup Global Markets Inc.
10(e)(1)(ii).  Title of Action 10(e)(1)(iii).  Date of Action
NASC Letter of Acceptance, Waiver and Consent
 03/22/2005
10(e)(1)(iv).  The Court or body taking the Action and location:
National Association of Security Dealers - (nka FINRA)
10(e)(1)(v).  Description of the action or claim:
On March 22, 2005 the NASD accepted a Letter of Acceptance, Waiver and Consent dated March 18, 2005 (the "AWC") submitted by Citigroup Global Markets Inc. ("CGMI"), a control affiliate of Registrant. Without admitting or denying the findings, CGMI accepted and consented, prior to a hearing and without an adjudication of any issue of law or fact, to the entry of findings by NASD. In particular, NASD found that, in connection with its sale of Class B and Class C mutual fund shares to its customers, CGMI, through its registered representatives, known as financial consultants ("FCs"), either did not adequately disclose at the point of sale, or did not adequately consider in connection with its recommendations to customers to purchase Class B and Class C shares, the differences in share classes and that an equal investment in Class A shares would generally have been more advantageous for the customers. NASD further found that CGMI's supervisory and compliance policies and procedures were not reasonably designed to ensure that FC's consistently provided adequate disclosure or, or consideration to, the benefits of the various share classes as they applied to individual customers. As a result of such conduct, NASD found that CGMI had violated NASD Conduct Rules 2110, 2310, and 3010. Based on its findings and with CGMI's consent, NASD, censured CGMI and fined it $6.25 million. In the AWC, CGMI also agreed to complete certain undertakings, including retaining an Independent Consultant, among other things, to conduct a comprehensive review of the completeness of its disclosures regarding the differences in mutual fund share classes and the policies and procedures relating to CGMI's recommendations to its customers of different class shares of mutual funds.
10(e)(1)(vi).  Disposition of action or claim:
Affiliate is responsible for making necessary disclosures and status.
10(e)(2). found the applicant or a control affiliate to have been involved in a violation of its rules?
X Yes    No
10(e)(2)(i).  The individuals named in the action or claim:
Citigroup Global Markets Inc.
10(e)(2)(ii).  Title of Action 10(e)(2)(iii).  Date of Action
NASD Letter of Acceptance, Waiver and Consent
 03/22/2005
10(e)(2)(iv).  The Court or body taking the Action and location:
National Association of Security Dealers - NASD (nka FINRA)
10(e)(2)(v).  Description of the action or claim:
On March 22, 2005 the NASD accepted a Letter of Acceptance, Waiver and Consent dated March 18, 2005 (the "AWC") submitted by Citigroup Global Markets Inc. ("CGMI"), a control affiliate of Registrant. Without admitting or denying the findings, CGMI accepted and consented, prior to a hearing and without an adjudication of any issue of law or fact, to the entry of findings by NASD. In particular, NASD found that, in connection with its sale of Class B and Class C mutual fund shares to its customers, CGMI, through its registered representatives, known as financial consultants ("FCs"), either did not adequately disclose at the point of sale, or did not adequately consider in connection with its recommendations to customers to purchase Class B and Class C shares, the differences in share classes and that an equal investment in Class A shares would generally have been more advantageous for the customers. NASD further found that CGMI's supervisory and compliance policies and procedures were not reasonably designed to ensure that FC's consistently provided adequate disclosure or, or consideration to, the benefits of the various share classes as they applied to individual customers. As a result of such conduct, NASD found that CGMI had violated NASD Conduct Rules 2110, 2310, and 3010. Based on its findings and with CGMI's consent, NASD, censured CGMI and fined it $6.25 million. In the AWC, CGMI also agreed to complete certain undertakings, including retaining an Independent Consultant, among other things, to conduct a comprehensive review of the completeness of its disclosures regarding the differences in mutual fund share classes and the policies and procedures relating to CGMI's recommendations to its customers of different class shares of mutual funds.
10(e)(2)(vi).  Disposition of action or claim:
Affiliate is responsible for making necessary disclosures and status.
10(e)(3). found the applicant or a control affiliate to have been the cause of an investment-related business losing its authorization to do business?
   Yes X No
10(e)(4). disciplined the applicant or a control affiliate by expelling or suspending it from membership, by barring or suspending its association with other members, or by otherwise restricting its activities?
   Yes X No
10(f). Has any foreign government, court, regulatory agency, or exchange ever entered an order against the applicant or a control affiliate related to investments or fraud?
   Yes X No
10(g). Is the applicant or a control affiliate now the subject of any proceeding that could result in a yes answer to questions 10(a) - 10(f)?
   Yes X No
10(h). Has a bonding company denied, paid out on, or revoked a bond for the applicant or a control affiliate?
   Yes X No
10(i). Does the applicant or a control affiliate have any unsatisfied judgments or liens against it?
   Yes X No

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a)
SIGNATURE: The Registrant submitting this Form, and as required, the SEC supplement and Schedules A-D, And the executing official hereby represent that all the information contained herein is true, correct and complete.
11(a).  Signature of Official responsible for Form:
Daniel A. Woodring
 11(b).  Telephone Number:
770-564-7681
11(c).  Title of Signing Officer:
Vice President & Chief Compliance Officer
 11(d).  Date Signed (Month/Day/Year)
01/04/2010