Before the

Securities Exchange Act of 1934
Release No. 61312 / January 7, 2010

Administrative Proceeding File No. 3-11935

In the Matter of

Smith Barney Fund Management LLC and Citigroup Global Markets Inc.



Notice is hereby given, pursuant to Rule 1103 of the Securities and Exchange Commission's ("Commission") Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. ยง 201.1103, that Smith Barney Fund Management LLC and Citigroup Global Markets Inc. ("Respondents") have submitted to the Commission a proposed plan for the distribution of the Fair Fund in this matter ("Distribution Plan").

On May 31, 2005, the Commission issued an Order instituting settled administrative and cease-and-desist proceedings against the Respondents in this matter. See In the Matter of Smith Barney Fund Management LLC and Citigroup Global Markets, Inc. Admin. Proc. File No. 3-11935 (May 31, 2005) (Rel. No. 34-51761) (the "Order"). In the Order, the Commission authorized and established a Fair Fund, comprised of $183,704,031 in disgorgement, prejudgment interest and penalties paid by the Respondents. The Order provided that the Fair Fund was to be distributed pursuant to a distribution plan developed by the Respondents.


Pursuant to this Notice, all interested parties are advised that they may print a copy of the Distribution Plan from the Commission's public website, http://www.sec.gov. Interested parties may also obtain a written copy of the Distribution Plan by submitting a written request to Alison Conn, Assistant Regional Director, United States Securities and Exchange Commission, Room 400, 3 World Financial Center, New York, NY 10281-1022. All persons who desire to comment on the Distribution Plan may submit their comments, in writing, no later than 30 days from the date of this Notice:

  1. by sending a letter to the Office of the Secretary, United States Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549-1090;

  2. by using the Commission's Internet comment form (http://www.sec.gov/litigation/admin.shtml); or

  3. by sending an e-mail to rule-comments@sec.gov.

Copies of all comments must be served, by first-class mail, upon the Division of Enforcement to the attention of Alison Conn, Assistant Regional Director, Securities and Exchange Commission, New York Regional Office, 3 World Financial Center, Room 400, New York, New York 10281. Comments submitted by email or via the Commission's website should include "Administrative Proceeding File Number 3-11935" in the subject line. Comments received will be available to the public. Commenters should only submit information that they wish to make publicly available.


The proposed Distribution Plan proposes the distribution of disgorgement-related portions of the Fair Fund to funds from the Smith Barney Family of Funds (the "Funds") that engaged a Citigroup affiliate, Citicorp Trust Bank fsb or a predecessor entity (collectively, "CTB"), as their transfer agent and paid transfer agent fees to CTB between October 1, 1999, and November 30, 2004, or to successors to such Funds, in proportion to the total transfer agent fees paid to CTB by each Fund or class of a Fund (subject to certain adjustments). Funds that were liquidated prior to the initial submission of this Plan will not participate in the proposed distribution. Further, the Respondents have been advancing the estimated distribution amounts under the Plan to Funds that were liquidated after the initial submission of the Plan but before the proposed distribution. Under the Plan, the Respondents will recover the amounts advanced to those liquidated Funds, plus interest.

By the Commission.

Elizabeth M. Murphy

See Also:   Proposed Plan of Distribution

Last modified: 1/07/2010