Notice2023-01332
Exemption for Certain Prohibited Transaction Restrictions Involving Citigroup, Inc. (Citigroup or the Applicant), Located in New York, New York
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
January 23, 2023
Effective
January 10, 2023
Issuing agencies
Labor DepartmentEmployee Benefits Security Administration
Abstract
This document contains a notice of an exemption issued by the Department of Labor (the Department) extending the exemptive relief provided by PTE 2017-05 for an additional four (4) years. This exemption provides that certain entities with specified relationships to Citigroup (hereinafter, the Citigroup Affiliated QPAMs and the Citigroup Related QPAMs, as defined in Sections I(b) and I(c), respectively) will not be precluded from relying on the exemptive relief provided by Prohibited Transaction Class Exemption 84-14 (PTE 84-14 or the QPAM Exemption), notwithstanding the Conviction (defined in Section I(a)), during the Exemption Period (as defined in Section I(d)).
Full Text
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<title>Federal Register, Volume 88 Issue 14 (Monday, January 23, 2023)</title>
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[Federal Register Volume 88, Number 14 (Monday, January 23, 2023)]
[Notices]
[Pages 4023-4031]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2023-01332]
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DEPARTMENT OF LABOR
Employee Benefits Security Administration
[Prohibited Transaction Exemption 2023-02; Exemption Application No. D-
12067]
Exemption for Certain Prohibited Transaction Restrictions
Involving Citigroup, Inc. (Citigroup or the Applicant), Located in New
York, New York
AGENCY: Employee Benefits Security Administration, Labor.
ACTION: Notice of exemption.
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SUMMARY: This document contains a notice of an exemption issued by the
Department of Labor (the Department) extending the exemptive relief
provided by PTE 2017-05 for an additional four (4) years. This
exemption provides that certain entities with specified relationships
to Citigroup (hereinafter, the Citigroup Affiliated QPAMs and the
Citigroup Related QPAMs, as defined in Sections I(b) and I(c),
respectively) will not be precluded from relying on the exemptive
relief provided by Prohibited Transaction Class Exemption 84-14 (PTE
84-14 or the QPAM Exemption), notwithstanding the Conviction (defined
in Section I(a)), during the Exemption Period (as defined in Section
I(d)).
DATES: This exemption will be in effect from January 10, 2023, through
January 9, 2027.
FOR FURTHER INFORMATION CONTACT: Anna Mpras Vaughan of the Department
at (202) 693-8565. (This is not a toll-free number.)
SUPPLEMENTARY INFORMATION: The Applicant requested an individual
exemption pursuant to ERISA Section 408(a) in accordance with the
procedures set forth in 29 CFR part 2570, subpart B (76 FR 66637,
66644, October 27, 2011). On November 16, 2022, the Department
published a notice of proposed exemption (the Proposed Exemption) in
the Federal Register that would permit Citigroup Affiliated QPAMs and
the Citigroup Related QPAMs to continue relying on the exemptive relief
provided by the QPAM Exemption notwithstanding the Conviction provided
certain conditions are met.\1\
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\1\ 87 FR 68728, November 16, 2022.
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The Conviction: On January 10, 2017, Citicorp, a Delaware
corporation that is a financial services holding company and the direct
parent company of Citigroup, pled guilty to one count of an antitrust
violation of the Sherman Antitrust Act (15 U.S.C. 1) arising from an
investigation conducted by the U.S. Department of Justice (DOJ) of
certain conduct and practices of Citigroup and other financial services
firms in the foreign exchange (FX) spot market.\2\ As set forth in the
Plea Agreement, from at least December 2007 until at least January
2013, Citicorp, through one London-based Euro/U.S. dollar (EUR/USD)
trader employed by Citibank and other traders at unrelated financial
services firms acting as dealers in the FX spot market entered into and
engaged in a conspiracy to fix, stabilize, maintain, increase or
decrease the price of, and rig bids and offers for, the EUR/USD
currency pair exchanged in the FX spot market by agreeing to eliminate
competition in the purchase and sale of the EUR/USD currency pair in
the United States and elsewhere (the Criminal Misconduct). The Criminal
Misconduct included almost daily conversations, some of which were in
code, in an exclusive electronic chat room used by certain EUR/USD
traders, including the EUR/USD trader employed by Citibank. The
Criminal
[[Page 4024]]
Misconduct forms the basis for the DOJ's antitrust charge that Citicorp
violated 15 U.S.C. 1.
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\2\ Citicorp's plea agreement with the DOJ (the Plea Agreement),
was approved by the U.S. District Court for the District of
Connecticut (the District Court) on January 10, 2017 (Case Number
3:15-cr-78-SRU).
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As a result of the Conviction, the Citigroup Affiliated QPAMS and
Citigroup Related QPAMs (collectively, the Citigroup QPAMs) became
ineligible to rely on the relief provided in PTE 84-14 as of the
January 10, 2017, sentencing date for a total of 10 years from the date
of the Conviction (the Ten-Year Period), unless the Department issued
an administrative individual exemption that would allow it to continue
relying on such relief.
On December 22, 2016, the Department granted PTE 2016-04, an
exemption allowing the Citigroup QPAMs to rely on the relief provided
in PTE 84-14 for 12 months \3\ and on December 29, 2017, the Department
granted PTE 2017-05, an exemption allowing the Citigroup QPAMs to rely
on the relief provided in PTE 84-14 for an additional five years.\4\
The five-year exemption expired on January 9, 2023, leaving four (4)
years remaining on the Citigroup QPAMs' Ten-Year Period during which
the Citigroup QPAMs cannot rely on PTE 84-14 without an additional
administrative individual exemption.
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\3\ PTE 2016-14, 81 FR 94034.
\4\ PTE 2017-05, 82 FR 61864.
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After considering the entire record developed in connection with
the Applicant's exemption application, including one comment letter
received in connection with the Proposed Exemption that is discussed
below, the Department has determined to grant the exemption subject to
the conditions and comments described below. The Department has made
the requisite findings under ERISA Section 408(a) that the exemption
is: (1) administratively feasible, (2) in the interest of the plan and
its participants and beneficiaries, and (3) protective of the rights of
the Plan's participants and beneficiaries, as long as all of the
exemption conditions are met. Accordingly, affected parties should be
aware that the conditions incorporated in this exemption are,
individually and taken as a whole, necessary for the Department to
grant the relief requested by the Applicant. Without these conditions,
the Department would not have granted this exemption.
Department's Comment: This four-year exemption provides relief from
certain of the restrictions set forth in ERISA Sections 406 and 407. No
relief from a violation of any other law is provided by this exemption,
including any criminal conviction described herein.
The Department cautions that the relief in this four-year exemption
will terminate immediately if, among other things, certain entities
within the Citigroup corporate structure are convicted of a crime
described in Section I(g) of PTE 84-14 (other than the Conviction)
during the Exemption Period of the exemption (as described in Section
I(f) of this exemption, below). While such an entity could apply for a
new exemption in that circumstance, the Department would not be
obligated to propose such an exemption, and the facts and circumstances
of any new conviction would weigh heavily on whether additional relief
if provided. Finally, the terms of this four-year exemption have been
designed to permit plans to terminate their relationships with the
Citigroup Affiliated QPAMs in an orderly and cost-effective fashion in
the event there were another conviction or a plan determines that it is
otherwise prudent to terminate its relationship with them.
Written Comments Received
In the Proposed Exemption, the Department invited all interested
persons to submit written comments and/or requests for a public hearing
with respect to the notice of Proposed Exemption. In this regard, the
Applicant was given 15 days to provide notice (Notice) to interested
persons, and all comments and requests for a hearing were due on
January 3, 2023. On the deadline for the Applicant to meet the Notice
requirement (December 1, 2022), the Applicant notified the Department
that it did not meet the proposed exemption's Notice requirement,
because its notice to interested persons did not include a Federal
Register copy of the Proposed Exemption. To ensure interested persons
would receive full notice and have sufficient time to provide their
comments to the Department, the Applicants agreed to send a second
notice to interested persons (the Second Notice) to all interested
persons that included a copy of Federal Register version of the
Proposed Exemption and a cover letter notifying interested persons that
the Department extended the comment period until January 9, 2023. The
Applicant distributed the Second Notice on December 5, 2022.
The Department received 12 non-substantive phone inquiries and one
comment letter from the Applicant that requested certain clarifications
to the Proposed Exemption's Summary of Facts and Representations and
minor changes to the Proposed Exemption's operative language and
responded to the Department's request for comment on specific issues.
The Department did not receive any other comment letters or requests
for a public hearing. The Applicant's comment letter, and the
Department's response thereto, is discussed below.
Applicants' Requested Revisions to the Operative Language
I. Requested Revision to Section I(d). The Applicant states that
the judgment described in Section I(d) of the Proposed Exemption was in
fact against Citicorp, which is a specifically defined term in Section
I(a). Therefore, the Applicant requested that the word ``Citigroup'' in
Section I(d) be changed to ``Citicorp.''
Department's Response: The Department concurs and has revised the
exemption consistent with the Applicant's request.
II. Requested Revision to Section III(j)(2). Section III(j)(2) of
the Proposed Exemption requires each Citigroup Affiliated QPAM to agree
and warrant to ``indemnify and hold harmless the Covered Plan for any
actual losses'' resulting directly from certain violations and breaches
by a Citigroup Affiliated QPAM. The Applicant states that as proposed,
Section III(j)(2) includes a definition of ``actual losses'' that was
not included in PTE 2017-05 and has not been defined in prior
individual QPAM exemptions the Department as granted. Section III(j)(2)
provides that ``Actual losses include losses and related costs arising
from unwinding transactions with third parties and from transitioning
Plan assets to an alternative asset manager as well as costs associated
with any exposure to excise taxes under Code section 4975 as a result
of a QPAM's inability to rely upon the relief in the QPAM Exemption.''
\5\
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\5\ 87 FR 68741 (November 16, 2022).
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The Applicant further states that the proposed definition is based
on the language used in the pending amendment to Class PTE 84-14 that
was published in the Federal Register on July 27, 2022, at 87 FR 45204
(the Amendment). In addition, the Applicant states that several
commenters on the proposed amendment raised questions about the
proposed definition of ``actual losses'' and requested the Department
to revise or delete the definition. The Applicant states that
definition may either not appear in the final Amendment or may take a
different form, because the Department has not finalized the proposed
amendment.
The Applicant asserts that the Department should finalize the
definition of ``actual losses'' in PTE 84-
[[Page 4025]]
14 rather than including it in the Proposed Exemption. The Applicant
states that this would be in the interest of plans because it would
facilitate consistency with reliance on the QPAM exemption generally.
Therefore, the Applicant requests the Department to delete the
definition of ``actual losses'' from the Proposed Exemption, or in the
alternative, define the phrase in the Proposed Exemption as ``actual
losses'' as such term is defined in PTE 84-14 and if such phrase is not
defined in the final amendment to PTE 84-14, the definition should not
be included in the version of the Proposed Exemption that is adopted in
the final grant notice.
Department's Response: The Department declines to make the
Applicant's requested change. The new language clarifies the term
``actual losses'' for purposes of Section III(j)(2) of the exemption.
If a Citigroup Affiliated QPAM no longer is able to rely on the QPAM
Exemption, Section III(j)(2) allows the Covered Plans fiduciaries to
prudently manage and make the best decisions on behalf of their plans
without considering the costs caused by the QPAM's or its affiliate's
misconduct, including costs associated with unwinding transactions and
transitioning plan assets to a new asset manager, because these costs
will be borne by the QPAM and not the Covered Plan. The Department
notes that with respect to the notice of obligations requirement in
Section III(j)(7), all Covered Plans must receive a notice that
includes the clarified definition of actual losses as provided in
Section III(j)(2) of this exemption. Covered Plans that previously
received a notice in connection with PTE 2016-14 or PTE 2017-05 must
receive a new notice if the notice they previously received did not
include the definition of actual losses that is provided in this
exemption.
Applicants' Requested Revisions to the Summary of Facts and
Representations
III. Information on Estimated Trading Costs for Transitioning an
Investment Portfolio.
Applicant's Request: The Applicant states that paragraph 31 on page
68737 of the Proposed Exemption included a table provided by the
Applicant in its submission to the Department dated October 13, 2022,
that describes the estimated trading and risk costs of transitioning an
investment portfolio to a new manager. For the record, the full list of
assumed Commission Rates is as follows:
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Commission Rates
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US Equities......................... 0.5 cents per share.
DM Equities......................... 3 basis points.
EM Equities......................... 8 basis points.
FX.................................. 2 basis points.
US Treasuries....................... 2 basis points.
Corporates.......................... 6 basis points.
Mortgages........................... 6 basis points.
Municipals.......................... 6 basis points.
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The Department's Response: The Department notes the revision to the
table in paragraph 31 on page 68737 of the Proposed Exemption.
IV. Description of Citigroup Advisory Business.
Applicant's Request: The Applicant states that, as a result of
recent internal Citigroup organizational changes and other
considerations, the registered investment adviser business of Citi
Private Advisory, LLC (CPA) was moved in its entirety into a newly
formed entity, Citi Global Alternatives, LLC, which commenced
operations in September 2022.
The Department's Response: The Department notes this change in
structure.
The Department's Requests for Comments on Specific Issues
V. The Department asked the Applicant whether the Applicant should
be required to provide information regarding adverse regulatory actions
(e.g., fines, censures, penalties, civil lawsuits, settlements of civil
or criminal lawsuits), that are taken by other regulators against
Citigroup and its affiliates. Further, the Department asked the
Applicant whether the Applicant should be required to provide
information regarding actions taken by certain regulators (e.g., IRS,
SEC, OCC, UK FCA), and whether there is an appropriate type of
information or class of regulatory actions that are relevant to the
Department's determination whether the Citigroup QPAMS should be
permitted to continue to rely on PTE 84-14 notwithstanding the
Conviction.
Applicant's response: The Applicant does not believe it should be
required to provide information regarding adverse regulatory actions
beyond what is currently required by applicable law. The Applicant
explained that Citigroup does business in more than 160 countries and
jurisdictions across the globe, with extensive oversight by regulatory
authorities (frequently more than one in each jurisdiction) under
multiple regulatory regimes. The Applicant stated that given the wide
variety of regulatory regimes and broad range of possible actions that
regulators could take, Citigroup does not believe it would be feasible
to undertake such reporting generally or to define a particular type of
information or class of regulatory actions that would be relevant to
the QPAM relief. The Applicant stated that attempting to do so would
lead to uncertainty for plans and plan fiduciaries, to the detriment of
plans.\6\
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\6\ The Applicant notes that, although it is not practical to
estimate the number of regulatory authorities and regimes to which
Citi is subject worldwide, it is easy to imagine the aggregate
number that specifically focus on the regulation of financial
services being in the many hundreds, and those whose regulatory
focus is not specifically on financial services business but whose
regulations impact financial services, such as the tax and
employment law authorities, in the many thousands.
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Furthermore, the Applicant states that Citigroup's subsidiary
Citibank, N.A., is a national bank subject to the restrictions in the
National Bank Act on making records available to persons other than the
Office of the Comptroller of the Currency (the OCC). The Applicant
states that the OCC Reports of Examination and other formal written
communications are subject to confidentiality requirements under
federal banking law, specifically under 12 CFR part 4. Other U.S.
banking regulators operate under similar restrictions, as described in
a 2005 joint release by the OCC and other federal banking agencies
entitled ``Interagency Advisory on the Confidentiality of the
Supervisory Rating and Other Nonpublic Supervisory Information,'' and
non-U.S. regulators may impose similar limitations. The Applicant
states that as a result, a requirement to make records available to the
Department would be administratively burdensome for the Department,
because of the need to distinguish between information that may or may
not be legally disclosed, and the information made available to the
Department or to plans would be necessarily incomplete.
The Department's Response: The Department notes the Applicant's
response and agrees that currently, additional information regarding
U.S. and non-U.S. regulators' actions beyond that already required
under the terms of this exemption, should not be required as an
additional condition for relief. However, the Department notes that if
it becomes aware of any other regulatory actions that it considers
relevant to a determination whether continued relief under this
exemption is appropriate, then the Department may request detailed
information from the Applicant.
VI. The Department's Request for Comment Regarding Training: The
Department views the Training
[[Page 4026]]
obligation under this exemption as a key protection of Covered Plans
and expects that Citigroup Affiliated QPAMs and their personnel will
complete their obligations in good faith. The Department requests
comments regarding whether the Citigroup Affiliated QPAMs should be
required to validate the efficacy of Training that is provided
electronically, through methods such as in-training knowledge checks,
``graduation'' tests, and other technological tools designed to confirm
that personnel fully and in good faith participate in the Training.
Applicant's Response: The Applicant agrees that it is important to
verify training that has been provided electronically. It has a system
in place for this purpose, called the Citi Learning Management System
(LMS), an automated system that launches, monitors completion, and
maintains a permanent record of all employee web-based training. Among
other things, the LMS system:
<bullet> emails the employee periodic reminders to complete the
training before the due date;
<bullet> notifies the employee's manager if training is overdue;
and
<bullet> maintains a Reports Dashboard that allows a manager or
Independent Compliance Risk Management (ICRM) to check completion
rates.
ICRM may periodically run its own reports and communicate overdue
results to business management. In addition, the training modules
include ``knowledge checks,'' in the form of questions positioned at
different points in the program, relating to key aspects of the
training.
The Applicant stated that it does not believe any additional
conditions are required in the exemption to impose any such
requirements, because it already has a system in place.
The Department's Response: Given the importance of the Training
requirement to this exemption, the Department does not agree with the
Applicant that additional conditions to validate the efficacy of the
Training should not be required, as such additional conditions would be
protective of participants and beneficiaries of Covered Plans. To the
extent the Applicant has existing procedures that already address these
concerns, it should not be difficult for Citigroup to comply with
additional requirements to confirm that personnel fully and in good
faith participate in the Training. As such, the Department has added
new Section III(h)(2)(iv) to require that the Training ``[b]e verified,
through in-training knowledge checks, ``graduation'' tests, and/or
other technological tools designed to confirm that personnel fully and
in good faith participate in the Training.''
Furthermore, the Department expects the independent auditor
described in Section III(i)(1) of the exemption to address through its
review and testing, the concerns raised in the Department's Request for
Comment validating the efficacy of the Training, and, if necessary, to
suggest additional enhancements to the Applicant's Training program.
Additional Clarifications
In the Notice of Proposed Exemption, the Department commented that,
``[t]he Department intends for the ``Best Knowledge'' standard
described in the exemption to require the certifying senior executive
to perform its due diligence required under the exemption to determine
whether the information such executive is certifying is complete and
accurate in all respects.'' \7\ The Department clarifies that, this
interpretation applies whenever the ``Best Knowledge'' standard is used
in the exemption. Furthermore, with respect to an entity other than a
natural person, the term ``Best Knowledge'' includes matters that are
known to the directors and officers of the entity or should be known to
such individuals upon the exercise of such individuals' due diligence
required under the circumstances.
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\7\ 87 FR 68736.
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Conclusions
Accordingly, after considering the entire record developed in
connection with the Applicant's exemption request, subject to the
comments and information described above, and in consideration of the
exemption's protective conditions, the Department has determined to
grant this exemption consistent with the requirements of ERISA Section
408(a).
The complete application file (D-12067) for this exemption is
available for public inspection in the Public Disclosure Room of the
Employee Benefits Security Administration, Room N-1515, U.S. Department
of Labor, 200 Constitution Avenue NW, Washington, DC 20210. For a more
complete statement of the facts and representations supporting the
Department's decision to grant this exemption, please refer to the
Proposed Exemption published on November 16, 2022, at 87 FR 68278.
General Information
The attention of interested persons is directed to the following:
(1) The fact that a transaction is the subject of an exemption
under ERISA Section 408(a) does not relieve a fiduciary or other party
in interest from certain requirements of other ERISA provisions,
including any prohibited transaction provisions to which the exemption
does not apply and the general fiduciary responsibility provisions of
ERISA Section 404, which, among other things, require a fiduciary to
discharge their duties respecting the plan prudently and solely in the
interest of the plan's participants and beneficiaries.
(2) As required by ERISA Section 408(a), the Department hereby
finds that the exemption is: (a) administratively feasible; (b) in the
interests of the affected plan and its participants and beneficiaries;
and (c) protective of the rights of the plan's participants and
beneficiaries.
(3) This exemption is supplemental to, and not in derogation of,
any other ERISA provisions, including statutory or administrative
exemptions and transitional rules. Furthermore, the fact that a
transaction is subject to an administrative or statutory exemption is
not dispositive of determining whether the transaction is in fact a
prohibited transaction.
(4) The availability of this exemption is subject to the express
condition that the material facts and representations contained in the
application accurately describe all material terms of the transactions
that are the subject of the exemption.
Accordingly, the Department grants the following exemption under
the authority of ERISA Section 408(a) and in accordance with the
procedures set forth in 29 CFR part 2570, subpart B (76 FR 66637,
66644, October 27, 2011):
Exemption
Section I: Definitions
(a) The term ``Citicorp'' means Citicorp, a financial services
holding company subsidiary of Citigroup Inc. that is organized and
existing under the laws of Delaware and does not include any
subsidiaries or other affiliates.
(b) The term ``Citigroup Affiliated QPAM'' means a ``qualified
professional asset manager'' (as defined in section VI(a) \8\ of PTE
84-14) that relies on the
[[Page 4027]]
relief provided by PTE 84-14 and with respect to which Citigroup is a
current or future ``affiliate'' (as defined in section VI(d)(1) of PTE
84-14). The term ``Citigroup Affiliated QPAM'' excludes Citicorp, the
entity implicated in the criminal conduct that is the subject of the
Conviction.
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\8\ In general terms, a QPAM is an independent fiduciary that is
a bank, savings and loan association, insurance company, or
investment adviser that meets certain equity or net worth
requirements and other licensure requirements and has acknowledged
in a written management agreement that it is a fiduciary with
respect to each plan that has retained the QPAM.
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(c) The term ``Citigroup Related QPAM'' means any current or future
``qualified professional asset manager'' (as defined in section VI(a)
of PTE 84-14) that relies on the relief provided by PTE 84-14, and with
respect to which Citigroup owns a direct or indirect five percent or
more interest, but with respect to which Citigroup is not an
``affiliate'' (as defined in Section VI(d)(1) of PTE 84-14).
(d) The term ``Conviction'' means the judgment of conviction
against Citicorp for violation of the Sherman Antitrust Act (15 U.S.C.
1), entered in the District Court for the District of Connecticut (the
District Court) (Case Number 3:15-cr-78-SRU). For all purposes under
this exemption, ``conduct'' of any person or entity that is the
``subject of [a] Conviction'' encompasses the conduct described in
Paragraph 4(g)-(i) of the Plea Agreement filed in the District Court in
Case Number 3:15-cr-78-SRU.
(e) The term ``Covered Plan'' means a plan subject to Part 4 of
Title I of ERISA (ERISA-covered plan) or a plan subject to Section 4975
of the Code (IRA) with respect to which a Citigroup Affiliated QPAM
relies on PTE 84-14, or with respect to which a Citigroup Affiliated
QPAM (or any Citigroup affiliate) has expressly represented that the
manager qualifies as a QPAM or relies on the QPAM class exemption (PTE
84-14). A Covered Plan does not include an ERISA-covered Plan or IRA to
the extent the Citigroup affiliated QPAM has expressly disclaimed
reliance on QPAM status or PTE 84-14 in entering into its contract,
arrangement, or agreement with the ERISA-covered plan or IRA.
(f) The term ``Exemption Period'' means January 10, 2023, through
January 9, 2027.
Section II: Covered Transactions
The Citigroup Affiliated QPAMs and the Citigroup Related QPAMs (as
defined in Sections I(b) and I(c), respectively) will not be precluded
from relying on the exemptive relief provided by Prohibited Transaction
Class Exemption 84-14 (PTE 84-14 or the QPAM Exemption),\9\
notwithstanding the Conviction, as defined in Section I(d)), during the
Exemption Period, provided that the conditions in Section III below are
satisfied.
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\9\ 49 FR 9494 (March 13, 1984), as corrected at 50 FR 41430
(October 10, 1985), as amended at 70 FR 49305 (August 23, 2005), and
as amended at 75 FR 38837 (July 6, 2010).
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Section III: Conditions
(a) Other than a single individual who worked for a non-fiduciary
business within Citigroup's Markets and Securities Services business,
and who had no responsibility for and exercised no authority in
connection with the management of plan assets, the Citigroup Affiliated
QPAMs and the Citigroup Related QPAMs (including their officers,
directors, agents other than Citicorp, and employees of such QPAMs who
had responsibility for, or exercised authority in connection with the
management of plan assets) did not know of, did not have reason to know
of, or participate in the criminal conduct that is the subject of the
Conviction. For purposes of this paragraph (a), ``participate in''
means the knowing approval of the misconduct underlying the Conviction;
(b) Other than a single individual who worked for a non-fiduciary
business within Citigroup's Markets and Securities Services business
and who had no responsibility for and exercised no authority in
connection with the management of plan assets, the Citigroup Affiliated
QPAMs and the Citigroup Related QPAMs (including their officers,
directors, and agents other than Citicorp, and employees of such
Citigroup QPAMs) did not receive direct compensation or knowingly
receive indirect compensation in connection with the criminal conduct
that is the subject of the Conviction;
(c) The Citigroup Affiliated QPAMs will not employ or knowingly
engage any of the individuals that participated in the criminal conduct
that is the subject of the Conviction. For the purposes of this
paragraph (c), ``participated in'' includes the knowing approval of the
misconduct underlying the Conviction;
(d) At all times during the Exemption Period, no Citigroup
Affiliated QPAM will use its authority or influence to direct an
``investment fund'' (as defined in Section VI(b) of PTE 84-14), that is
subject to ERISA or the Code and managed by such Citigroup Affiliated
QPAM in reliance on PTE 84-14, or with respect to which a Citigroup
Affiliated QPAM has expressly represented to an ERISA-covered plan or
IRA with assets invested in such ``investment fund'' that it qualifies
as a QPAM or relies on PTE 84-14, to enter into any transaction with
Citicorp, or to engage Citicorp to provide any service to such
investment fund, for a direct or indirect fee borne by such investment
fund, regardless of whether such transaction or service may otherwise
be within the scope of relief provided by an administrative or
statutory exemption;
(e) Any failure of a Citigroup Affiliated QPAM or a Citigroup
Related QPAM to satisfy Section I(g) of PTE 84-14 arose solely from the
Conviction;
(f) A Citigroup Affiliated QPAM or a Citigroup Related QPAM did not
exercise authority over the assets of any plan subject to Part 4 of
Title I of ERISA (an ERISA-covered plan) or section 4975 of the Code
(an IRA) in a manner that it knew or should have known would: Further
the criminal conduct that is the subject of the Conviction; or cause
the Citigroup Affiliated QPAM, the Citigroup Related QPAM or their
affiliates to directly or indirectly profit from the criminal conduct
that is the subject of the Conviction;
(g) Other than with respect to employee benefit plans maintained or
sponsored for its own employees or the employees of an affiliate,
Citicorp will not act as a fiduciary within the meaning of section
3(2l)(A)(i) or (iii) of ERISA, or section 4975(e)(3)(A) and (C) of the
Code, with respect to ERISA-covered plan and IRA assets; provided,
however, that Citicorp will not be treated as violating the conditions
of this exemption solely because it acted as an investment advice
fiduciary within the meaning of section 3(2l)(A)(ii) or section
4975(e)(3)(B) of the Code;
(h)(1) Each Citigroup Affiliated QPAM must continue to maintain,
adjust (to the extent necessary), implement and follow written policies
and procedures (the Policies). The Policies must require and be
reasonably designed to ensure that:
(i) The asset management decisions of the Citigroup Affiliated QPAM
are conducted independently of the corporate management and business
activities of Citigroup;
(ii) The Citigroup Affiliated QPAM fully complies with ERISA's
fiduciary duties and with ERISA and the Code's prohibited transaction
provisions, as applicable with respect to each Covered Plan, and does
not knowingly participate in any violation of these duties and
provisions with respect to Covered Plans;
(iii) The Citigroup Affiliated QPAM does not knowingly participate
in any other person's violation of ERISA or the Code with respect to
Covered Plans;
(iv) Any filings or statements made by the Citigroup Affiliated
QPAM to regulators, including, but not limited to, the Department, the
Department of the Treasury, the Department of Justice, and
[[Page 4028]]
the Pension Benefit Guaranty Corporation, on behalf of or in relation
to Covered Plans, are materially accurate and complete to the best of
such QPAM's knowledge at the time;
(v) To the best of the Citigroup Affiliated QPAM's knowledge at the
time, the Citigroup Affiliated QPAM does not make material
misrepresentations or omit material information in its communications
with such regulators with respect to Covered Plans, or make material
misrepresentations or omit material information in its communications
with Covered Plans;
(vi) The Citigroup Affiliated QPAM complies with the terms of this
exemption; and
(vii) Any violation of, or failure to comply with an item in
subparagraphs (ii) through (vi), is corrected as soon as reasonably
possible upon discovery, or as soon after the QPAM reasonably should
have known of the noncompliance (whichever is earlier), and any such
violation or compliance failure not so corrected is reported, upon the
discovery of such failure to so correct, in writing, to the head of
compliance, and the General Counsel (or their functional equivalent) of
the relevant line of business that engaged in the violation or failure,
and the independent auditor responsible for reviewing compliance with
the Policies. A Citigroup Affiliated QPAM will not be treated as having
failed to develop, implement, maintain, or follow the Policies,
provided that it corrects any instance of noncompliance as soon as
reasonably possible upon discovery, or as soon as reasonably possible
after the QPAM reasonably should have known of the noncompliance
(whichever is earlier), and provided that it adheres to the reporting
requirements set forth in this subparagraph (vii);
(2) Each Citigroup Affiliated QPAM must maintain, adjust (to the
extent necessary), and implement a program of training (the Training)
to be conducted at least annually for all relevant Citigroup Affiliated
QPAM asset/portfolio management, trading, legal, compliance, and
internal audit personnel. The Training must:
(i) At a minimum, cover the Policies, ERISA and Code compliance
(including applicable fiduciary duties and the prohibited transaction
provisions), ethical conduct, the consequences for not complying with
the conditions of this four-year exemption (including any loss of
exemptive relief provided herein), and prompt reporting of wrongdoing;
(ii) Be conducted by a professional who has been prudently selected
and who has appropriate technical training and proficiency with ERISA
and the Code;
(iii) Be conducted in-person, electronically or via a website; and
(iv) Be verified, through in-training knowledge checks,
``graduation'' tests, and/or other technological tools designed to
confirm that personnel fully and in good faith participate in the
Training;
(i)(1) Each Citigroup Affiliated QPAM, which Citigroup identifies
in a certificate signed by the officer who will review and certify the
Audit Report (as defined in Section III(i)(5)) pursuant to Section
III(i)(8), submits to an audit conducted every two years by an
independent auditor, who has been prudently selected and who has
appropriate technical training and proficiency with ERISA and the Code,
to evaluate the adequacy of, each Citigroup Affiliated QPAM's
compliance with the Policies and Training conditions described herein.
The audit requirement must be incorporated in the Policies. The last
audit period under PTE 2017-05 will extend into the Exemption Period
under this exemption; therefore, the audit periods under PTE 2017-05
and this exemption are as follows:
(i) Under PTE 2017-05, the first audit covers the period from July
10, 2018 through July 9, 2019 (and must be completed by January 9,
2020); the second audit covers the period from July 10, 2020 through
July 9, 2021 (and must be completed by January 9, 2022); and the third
audit covers the period from July 10, 2022 through July 9, 2023 (and
must be completed by January 9, 2024).
(ii) The first audit under this four-year exemption (the fourth
audit under the totality of exemptive relief) covers the period from
July 10, 2024 through July 9, 2025 (and must be completed by January 9,
2026); and the second audit (the fifth audit under the totality of
exemptive relief) covers the period from July 10, 2026 through January
9, 2027 (must be completed by July 9, 2027). As described above, the
fifth audit period is truncated, so that it expires concurrently with
the expiration of the Exemption Period. However, the Audit Report
(defined below) for the fifth audit period must be completed and
delivered timely and despite such report being due to the Department
after the expiration of the Exemption Period, the failure to receive
such report could impact negatively on Citigroup's ability to claim
relief under this exemption during the Exemption Period, if granted.
(2) Within the scope of the audit and to the extent necessary for
the auditor, in its sole opinion, to complete its audit and comply with
the conditions for relief described herein, and only to the extent such
disclosure is not prevented by state or federal statute, or involves
communications subject to attorney client privilege, each Citigroup
Affiliated QPAM and, if applicable, Citigroup, will grant the auditor
unconditional access to its business, including, but not limited to:
Its computer systems; business records; transactional data; workplace
locations; training materials; and personnel. Such access is limited to
information relevant to the auditor's objectives as specified by the
terms of this exemption;
(3) The auditor's engagement must specifically require the auditor
to determine whether each Citigroup Affiliated QPAM has developed,
implemented, maintained, and followed the Policies in accordance with
the conditions of this exemption, and has developed and implemented the
Training, as required herein;
(4) The auditor's engagement must specifically require the auditor
to test each Citigroup Affiliated QPAM's operational compliance with
the Policies and Training. In this regard, the auditor must test, for
each QPAM, a sample of such QPAM's transactions involving Covered
Plans, sufficient in size and nature to afford the auditor a reasonable
basis to determine such QPAM's operational compliance with the Policies
and Training;
(5) For each audit, on or before the end of the relevant period
described in Section III(i)(1) for completing the audit, the auditor
must issue a written report (the Audit Report) to Citigroup and the
Citigroup Affiliated QPAM to which the audit applies that describes the
procedures performed by the auditor during the course of its
examination. The auditor, at its discretion, may issue a single
consolidated Audit Report that covers all the Citigroup Affiliated
QPAMs. The Audit Report must include the auditor's specific
determinations regarding:
(i) The adequacy of each Citigroup Affiliated QPAM's Policies and
Training; each Citigroup Affiliated QPAM's compliance with the Policies
and Training; the need, if any, to strengthen such Policies and
Training; and any instance of the respective Citigroup Affiliated
QPAM's noncompliance with the written Policies and Training described
in Section III(h) above.
The Citigroup Affiliated QPAM must promptly address any
noncompliance and promptly address or prepare a written plan of action
to address any determination by the auditor regarding the adequacy of
the Policies and Training and the auditor's
[[Page 4029]]
recommendations (if any) with respect to strengthening the Policies and
Training of the respective Citigroup Affiliated QPAM. Any action taken,
or the plan of action to be taken, by the respective Citigroup
Affiliated QPAM must be included in an addendum to the Audit Report
(and such addendum must be completed before the certification described
in Section III(i)(7) below). In the event such a plan of action to
address the auditor's recommendation regarding the adequacy of the
Policies and Training is not completed by the time the Audit Report is
submitted, the following period's Audit Report must state whether the
plan was satisfactorily completed. Any determination by the auditor
that the respective Citigroup Affiliated QPAM has implemented,
maintained, and followed sufficient Policies and Training must not be
based solely or in substantial part on an absence of evidence
indicating noncompliance. In this last regard, any finding that a
Citigroup Affiliated QPAM has complied with the requirements under this
subparagraph must be based on evidence that the particular Citigroup
Affiliated QPAM has actually implemented, maintained, and followed the
Policies and Training required by this exemption. Furthermore, the
auditor must not rely solely on the Annual Report created by the
compliance officer (the Compliance Officer) as described in Section
III(m) below, as the basis for the auditor's conclusions in lieu of
independent determinations and testing performed by the auditor as
required by Section III(i)(3) and (4) above; and
(ii) The adequacy of the most recent Annual Review described in
Section III(m);
(6) The auditor must notify the respective Citigroup Affiliated
QPAM of any instance of noncompliance identified by the auditor within
five (5) business days after such noncompliance is identified by the
auditor, regardless of whether the audit has been completed as of that
date;
(7) With respect to each Audit Report, the General Counsel, or one
of the three most senior executive officers, of the line of business
engaged in discretionary asset management services through the
Citigroup Affiliated QPAM with respect to which the Audit Report
applies, must certify in writing, under penalty of perjury, that such
signatory has reviewed the Audit Report and this exemption; and that,
to the best of such signatory's knowledge at the time, such Citigroup
Affiliated QPAM has addressed, corrected, or remedied any noncompliance
and inadequacy or has an appropriate written plan to address any
inadequacy regarding the Policies and Training identified in the Audit
Report. Such certification must also include the signatory's
determination that, to the best of such signatory's knowledge at the
time, the Policies and Training in effect at the time of signing are
adequate to ensure compliance with the conditions of this exemption,
and with the applicable provisions of ERISA and the Code;
(8) The Risk Management Committee of Citigroup's Board of Directors
is provided a copy of each Audit Report; and a senior executive officer
of Citigroup or one of its affiliates who reports directly to, or
reports to another executive who reports directly to, the highest-
ranking compliance officer of Citigroup must review the Audit Report
for each Citigroup Affiliated QPAM and must certify in writing, under
penalty of perjury, that such officer has reviewed each Audit Report;
(9) Each Citigroup Affiliated QPAM provides its certified Audit
Report by electronic mail to: <a href="/cdn-cgi/l/email-protection#0c69216369684c686360226b637a"><span class="__cf_email__" data-cfemail="73165e1c161733171c1f5d141c05">[email protected]</span></a>; or by regular mail to:
Office of Exemption Determinations (OED), 200 Constitution Avenue NW,
Suite 400, Washington DC 20210; or by private carrier to: 122 C Street
NW, Suite 400, Washington, DC 20001-2109. This delivery must take place
no later than forty-five (45) days following completion of the Audit
Report. The Audit Report will be made part of the public record
regarding this exemption. Furthermore, each Citigroup Affiliated QPAM
must make its Audit Report unconditionally available, electronically or
otherwise, for examination upon request by any duly authorized employee
or representative of the Department, other relevant regulators, and any
fiduciary of a Covered Plan;
(10) Each Citigroup Affiliated QPAM and the auditor must submit to
OED by electronic mail to: <a href="/cdn-cgi/l/email-protection#17723a7872735773787b39707861"><span class="__cf_email__" data-cfemail="a3c68eccc6c7e3c7cccf8dc4ccd5">[email protected]</span></a>: Any engagement agreement(s)
entered into pursuant to the engagement of the auditor under this
exemption, no later than two (2) months after the execution of any such
engagement agreement;
(11) The auditor must provide the Department, upon request, for
inspection and review, access to all the workpapers created and
utilized in the course of the audit, provided such access and
inspection is otherwise permitted by law; and
(12) Citigroup must notify the Department of a change in the
independent auditor no later than two (2) months after the engagement
of a substitute or subsequent auditor and must provide an explanation
for the substitution or change including a description of any material
disputes between the terminated auditor, and Citigroup;
(j) Throughout the Exemption Period, with respect to any
arrangement, agreement, or contract between a Citigroup Affiliated QPAM
and a Covered Plan, the Citigroup Affiliated QPAM agrees and warrants:
(1) To comply with ERISA and the Code, as applicable with respect
to such Covered Plan; to refrain from engaging in prohibited
transactions that are not otherwise exempt (and to promptly correct any
non-exempt prohibited transactions in accordance with applicable rules
under ERISA and the Code); and to comply with the standards of prudence
and loyalty set forth in section 404 of ERISA with respect to each such
Covered Plan to the extent that section is applicable;
(2) To indemnify and hold harmless the Covered Plan for any actual
losses resulting directly from a Citigroup Affiliated QPAM's violation
of ERISA's fiduciary duties, as applicable, and of the prohibited
transaction provisions of ERISA and the Code, as applicable; a breach
of contract by the QPAM; or any claim arising out of the failure of
such Citigroup Affiliated QPAM to qualify for the exemptive relief
provided by PTE 84-14 as a result of a violation of Section I(g) of PTE
84-14 other than the Conviction. This condition applies only to actual
losses caused by the Citigroup Affiliated QPAM's violations. The term
Actual losses includes, but is not limited to, losses and related costs
arising from unwinding transactions with third parties and from
transitioning Plan assets to an alternative asset manager as well as
costs associated with any exposure to excise taxes under Code section
4975 as a result of a QPAM's inability to rely upon the relief in the
QPAM Exemption.
(3) Not to require (or otherwise cause) the Covered Plan to waive,
limit, or qualify the liability of the Citigroup Affiliated QPAM for
violating ERISA or the Code or engaging in non-exempt prohibited
transactions;
(4) Not to restrict the ability of such Covered Plan to terminate
or withdraw from its arrangement with the Citigroup Affiliated QPAM
with respect to any investment in a separately managed account or
pooled fund subject to ERISA and managed by such QPAM, with the
exception of reasonable restrictions, appropriately disclosed in
advance, that are specifically designed to ensure equitable treatment
of all investors in a pooled fund in the event such withdrawal or
termination may have adverse consequences for all other investors. In
connection with any of
[[Page 4030]]
these arrangements involving investments in pooled funds subject to
ERISA entered into after the effective date of this exemption, the
adverse consequences must relate to a lack of liquidity of the
underlying assets, valuation issues, or regulatory reasons that prevent
the fund from promptly redeeming a Covered Plan's investment, and such
restrictions must be applicable to all investors in the pooled fund on
equal terms and effective no longer than reasonably necessary to avoid
the adverse consequences;
(5) Not to impose any fees, penalties, or charges for such
termination or withdrawal with the exception of reasonable fees,
appropriately disclosed in advance, that are specifically designed to
prevent generally recognized abusive investment practices or
specifically designed to ensure equitable treatment of all investors in
a pooled fund in the event such withdrawal or termination may have
adverse consequences for all other investors, provided that such fees
are applied consistently and in like manner to all such investors;
(6) Not to include exculpatory provisions disclaiming or otherwise
limiting liability of the Citigroup Affiliated QPAM for a violation of
such agreement's terms. To the extent consistent with ERISA Section
410, however, this provision does not prohibit disclaimers for
liability caused by an error, misrepresentation, or misconduct of a
plan fiduciary or other party hired by the plan fiduciary who is
independent of Citigroup, and its affiliates, or damages arising from
acts outside the control of the Citigroup Affiliated QPAM; and
(7) Each Citigroup Affiliated QPAM must provide a notice of its
obligations under this Section III(j) to each Covered Plan. For all
other prospective Covered Plans, the Citigroup Affiliated QPAM will
agree to its obligations under this Section III(j) in an updated
investment management agreement between the Citigroup Affiliated QPAM
and such clients or other written contractual agreement. This condition
will be deemed met for each Covered Plan that received a notice
pursuant to PTE 2016-14 or PTE 2017-05 that meets the terms of this
condition. This condition will also be met where the Citigroup
Affiliated QPAM has already agreed to the same obligations required by
this Section III(j) in an updated investment management agreement
between the Citigroup Affiliated QPAM and a Covered Plan.
Notwithstanding the above, a Citigroup Affiliated QPAM will not violate
the condition solely because a Covered Plan client refuses to sign an
updated investment management agreement;
(k) Notice to ERISA-covered plans and IRA clients. Within ninety
(90) days after the effective date of this exemption, each Citigroup
Affiliated QPAM provides notice of the exemption as published in the
Federal Register, along with a separate summary describing the facts
that led to the Conviction (the Summary), which has been submitted to
the Department, and a prominently displayed statement (the Statement)
that the Conviction results in a failure to meet a condition in PTE 84-
14, to each sponsor and beneficial owner of a Covered Plan, or the
sponsor of an investment fund in any case where a Citigroup Affiliated
QPAM acts only as a sub-advisor to the investment fund in which such
ERISA-covered plan and IRA invests.
All prospective Covered Plan clients that enter into a written
asset or investment management agreement with a Citigroup Affiliated
QPAM (including a participation or subscription agreement in a pooled
fund managed by a Citigroup Affiliated QPAM) after the date that is
ninety (90) days after the effective date of this exemption must
receive the proposed and final exemptions with the Summary and the
Statement prior to, or contemporaneously with, the client's receipt of
a written asset management agreement from the Citigroup Affiliated QPAM
(for avoidance of doubt, all Covered Plan clients of a Citigroup
Affiliated QPAM during the Exemption Period must receive the
disclosures described in this Section by the later of (i) 90 days after
the effective date of the exemption or (ii) the date that a Covered
Plan client enters into a written asset or investment management
agreement with a Citigroup Affiliated QPAM). Disclosures required under
this paragraph (k) may be delivered electronically (including by an
email that has a link to this exemption);
(l) The Citigroup Affiliated QPAMs must comply with each condition
of PTE 84-14, as amended, with the sole exception of the violation of
Section I(g) of PTE 84-14 that is attributable to the Conviction;
(m)(1) Citigroup designates a senior compliance officer (the
Compliance Officer) who will be responsible for compliance with the
Policies and Training requirements described herein. The Compliance
Officer must conduct an annual review for each annual period beginning
on January 10, 2023 (the Annual Review), to determine the adequacy and
effectiveness of the implementation of the Policies and Training. With
respect to the Compliance Officer, the following conditions must be
met:
(i) The Compliance Officer must be a professional who has extensive
experience with, and knowledge of, the regulation of financial services
and products, including under ERISA and the Code; and
(ii) The Compliance Officer must be a senior compliance officer of
Citigroup Inc. or one of its affiliates who reports directly to (or
reports to another compliance officer who reports directly to)
Citigroup Inc.'s highest ranking compliance officer (whose title is
currently Global Chief Compliance Officer of Citigroup Inc.);
(2) With respect to each Annual Review, the following conditions
must be met:
(i) The Annual Review includes a review of the Citigroup Affiliated
QPAM's compliance with and effectiveness of the Policies and Training
and of the following: Any compliance matter related to the Policies or
Training that was identified by, or reported to, the Compliance Officer
or others within the compliance and risk control function (or its
equivalent) during the previous year; the most recent Audit Report
issued pursuant to this exemption (or pursuant to PTE 2017-05 if no
audit report has been issued under this exemption); any material change
in the relevant business activities of the Citigroup Affiliated QPAMs;
and any change to ERISA, the Code, or regulations related to fiduciary
duties and the prohibited transaction provisions that may be applicable
to the activities of the Citigroup Affiliated QPAMs;
(ii) The Compliance Officer prepares a written report for each
Annual Review (each, an Annual Report) that: (A) summarizes their
material activities during the preceding year; (B) sets forth any
instance of noncompliance discovered during the preceding year, and any
related corrective action; (C) details any change to the Policies or
Training to guard against any similar instance of noncompliance
occurring again; and (D) makes recommendations, as necessary, for
additional training, procedures, monitoring, or additional and/or
changed processes or systems, and management's actions on such
recommendations;
(iii) In each Annual Report, the Compliance Officer must certify in
writing that to the best of their knowledge at the time: (A) The report
is accurate; (B) the Policies and Training are working in a manner
which is reasonably designed to ensure that the Policies and Training
requirements described herein are met; (C) any known
[[Page 4031]]
instance of noncompliance during the preceding year and any related
correction taken to date have been identified in the Annual Report; and
(D) the Citigroup Affiliated QPAMs have complied with the Policies and
Training and/or corrected (or is correcting) any known instances of
noncompliance in accordance with Section III(h) above;
(iv) Each Annual Report must be provided to: (A) the person or
persons who certify as to the current or most recent preceding Audit
Report provided pursuant to Section III(i)(7) above, and (B) the head
of compliance and the General Counsel (or their functional equivalent)
of the relevant Citigroup Affiliated QPAM; and must be made
unconditionally available to the independent auditor described in
Section III(i) above;
(v) Each Annual Review, including the Compliance Officer's written
Annual Report, must be completed within three (3) months following the
end of the period to which it relates;
(n) Citigroup imposes its internal procedures, controls, and
protocols to reduce the likelihood of any recurrence of conduct that is
the subject of the Conviction;
(o) Citigroup complies in all material respects with the
requirements imposed by a U.S. regulatory authority in connection with
the Conviction;
(p) Each Citigroup Affiliated QPAM will maintain records necessary
to demonstrate that the conditions of this exemption have been met, for
six (6) years following the date of any transaction for which such
Citigroup Affiliated QPAM relies upon the relief in the exemption;
(q) During the Exemption Period, Citigroup:
(1) Immediately discloses to the Department any Deferred
Prosecution Agreement (a DPA) or a Non-Prosecution Agreement (an NPA)
with the U.S. Department of Justice, entered into by Citigroup or any
of its affiliates in connection with conduct described in Section I(g)
of PTE 84-14 or section 411 of ERISA; and
(2) immediately provides the Department any information requested
by the Department, as permitted by law, regarding the agreement and/or
conduct and allegations that led to the agreement;
(r) Each Citigroup Affiliated QPAM, in its agreements with, or in
other written disclosures provided to Covered Plans, clearly and
prominently informs Covered Plan clients of the Covered Plan's right to
obtain a copy of the Policies or a description (Summary Policies),
which accurately summarizes key components of the QPAM's written
Policies developed in connection with this exemption. If the Policies
are thereafter changed, each Covered Plan client must receive a new
disclosure within six (6) months following the end of the calendar year
during which the Policies were changed. If the Applicant meets this
disclosure requirement through Summary Policies, changes to the
Policies shall not result in the requirement for a new disclosure
unless, as a result of changes to the Policies, the Summary Policies
are no longer accurate. With respect to this requirement, the
description may be continuously maintained on a website, provided that
such website link to the Policies or the Summary Policies is clearly
and prominently disclosed to each Covered Plan;
(s) A Citigroup Affiliated QPAM or a Citigroup Related QPAM will
not fail to meet the terms of this exemption, solely because a
different Citigroup Affiliated QPAM or Citigroup Related QPAM fails to
satisfy a condition for relief described in Sections III(c), (d), (h),
(i), (j), (k), (l), (p) and (r); or if the independent auditor
described in Section III(i) fails to comply with a provision of the
exemption, other than the requirement described in Section III(i)(11),
provided that such failure did not result from any actions or inactions
of Citigroup or its affiliates; and
(t) All the material facts and representations set forth in the
Summary of Facts and Representations are true and accurate.
Effective Date: This four-year exemption, will be effective from
January 10, 2023, through January 9, 2027.
Signed at Washington, DC.
George Christopher Cosby,
Director, Office of Exemption Determinations, Employee Benefits
Security Administration, U.S. Department of Labor.
[FR Doc. 2023-01332 Filed 1-20-23; 8:45 am]
BILLING CODE 4510-29-P
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</html>Indexed from Federal Register on January 23, 2023.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.