EX-4.8



 Exhibit 4.8 
  

 
  

RESTATED BY-LAWS 
 of 

CITIGROUP GLOBAL MARKETS HOLDINGS INC. 

(a New York corporation) 
  

 
 February 6, 2007

  
  

 







 RESTATED BY-LAWS 

OF 
 CITIGROUP GLOBAL MARKETS
HOLDINGS INC. 
 (hereinafter called the “corporation”) 

ARTICLE I 
 OFFICES 

Section 1. The office of the corporation shall be located in the County of New York, in the State of New York. 

Section 2. The corporation may also have offices at such other places both within and without the State of New York as the board of directors
may from time to time determine or the business of the corporation may require. 
 ARTICLE II 

ANNUAL MEETINGS OF SHAREHOLDERS 

Section 1. All meetings of shareholders for the election of directors shall be held in the City of New York, State of New York at such place
as may be fixed from time to time by the board of directors. 







 Section 2. Annual meetings of shareholders, commencing with the year 2000 shall be held on the
15th day of April if not a legal holiday, and if a legal holiday, then on the next secular day following, at 2:00 PM, at which they shall elect by a plurality vote, a board of directors, and transact such other business as may properly be brought
before the meeting. 
 Section 3. Written or printed notice of the annual meeting stating the place, date and hour of the meeting shall be
delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. 
 ARTICLE III 

SPECIAL MEETINGS OF SHAREHOLDERS 

Section 1. Special meetings of shareholders may be held at such time and place within or without the State of New York as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof. 
 Section 2. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president, the board of directors, or the holders of not less than 50% of all the shares entitled to vote at the meeting. 







 Section 3. Written or printed notice of a special meeting stating the place, date and hour of the
meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by, or at the direction of, the president, the
secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. The notice should also indicate that it is being issued by, or at the direction of, the person calling the meeting. 

Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice. 

ARTICLE IV 
 QUORUM AND VOTING OF
STOCK 
 Section 1. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or
by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted that might have been transacted at the meeting as originally notified. 







 Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock
represented at the meeting shall be the act of the shareholders, unless the vote of a greater or lesser number of shares of stock is required by law or the certificate of incorporation. 

Section 3. Each outstanding share of stock having voting power shall be entitled to one vote on each matter submitted to a vote at a meeting
of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. 

Section 4. The board of directors in advance of any shareholders’ meeting may appoint one or more inspectors to act at the meeting or any
adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and, on the request of any shareholder entitled to vote thereat, shall appoint one or more inspectors. In case any person appointed as
inspector fails to appear or act, the vacancy may be filled by the board in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. 







 Section 5. Whenever shareholders are required or permitted to take any action by vote, such
action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon. 

ARTICLE V 
 DIRECTORS 

Section 1. The number of directors shall be not less than two and nor more than twenty. Directors shall be at least eighteen years of age and
need not be residents of the State of New York nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, except as hereinafter provided, and each director
elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders. 

Section 2. Any or all of the directors may be removed, with or without cause, at any time by the vote of the shareholders at a special meeting
called for that purpose. 
 Any director may be removed for cause by the action of the directors at a special meeting called for that
purpose. 







 Section 3. Unless otherwise provided in the certificate of incorporation, newly created
directorships resulting from an increase in the board of directors and all vacancies occurring in the board of directors, including vacancies caused by removal without cause, may be filled by the affirmative vote of a majority of the board of
directors; however, if the number of directors then in office is less than a quorum, then such newly created directorships and vacancies may be filled by a vote of a majority of the directors then in office. A director elected to fill a vacancy
shall hold office until the next meeting of shareholders at which election of directors is the regular order of business, and until his successor shall have been elected and qualified. A director elected to fill a newly created directorship shall
serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified. 
 Section 4.
The business affairs of the corporation shall be managed by its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these
by-laws directed or required to be exercised or done by the shareholders. 
 Section 5. The directors may keep the books of the corporation,
except such as are required by law to be kept within the state, outside of the State of New York, at such place or places as they may from time to time determine. 

Section 6. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise. 







 ARTICLE VI 

MEETING OF THE BOARD OF DIRECTORS 

Section l. Meetings of the board of directors, regular or special, may be held either within or without the State of New York. 

Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of
the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall
be fixed by the consent in writing of all the directors. 
 Section 3. Regular meetings of the board of directors may be held upon such
notice, or without notice, and at such time and at such place as shall from time to time be determined by the board. 
 Section 4. Special
meetings of the board of directors may be called by the president on 25 hours’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like
notice on the written request of two directors. 







 Section 5. Notice of a meeting need not be given to any director who submits a signed waiver
of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting
of the board of directors need be specified in the notice or waiver of notice of such meeting. 
 Section 6. One third of the directors
shall constitute a quorum for the transaction of business unless a greater or lesser number is required by law or by the certificate of incorporation. The vote of a majority of the directors present at any meeting at which a quorum is present shall
be the act of the board of directors, unless the vote of a greater number is required by law or by the certificate of incorporation. If a quorum shall not be present at any meeting of directors, the directors present may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a quorum shall be present. 
 Section 7. Unless otherwise
restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of
conference telephone or similar communications by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. 







 Section 8. Unless the certificate of incorporation provides otherwise, any action required or
permitted to be taken at a meeting of the directors or a committee thereof may be taken without a meeting if a consent in writing to the adoption of a resolution authorizing the action so taken, shall be signed by all of the directors entitled to
vote with respect to the subject matter thereof. 
 ARTICLE VII 

EXECUTIVE COMMITTEE 
 Section 1.
The board or directors, by resolution adopted by a majority of the entire board, may designate, from among its members, an executive committee consisting of not more than ten nor fewer than two directors, and other committees each consisting of at
least one director, and each of which, to the extent provided in the resolution, shall have all the authority of the board, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors
at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required. 

ARTICLE VIII 
 NOTICES 

Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be
given to any 







 
director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it
appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. 

Section 2. Whenever any notice of a meeting is required to be given under the provisions of the statutes or under the provisions of the
certificate of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 

ARTICLE IX 
 OFFICERS 

Section 1. The officers of the Corporation shall be chosen by the Board of Directors and shall include a Secretary and a Treasurer. The
Board of Directors, in its discretion, also may choose a Chairman of the Board of Directors, or Co-Chairmen of the Board of Directors, a President or Co-Presidents and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and
other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law or the Certificate of Incorporation. The officers of the Corporation need not be stockholders of the
Corporation nor need such officers be directors of the Corporation. 







 Section 2. Any two or more offices may be held by the same person. When all the issued and
outstanding stock of the corporation is owned by one person, such person may hold all or any combination of offices. 
 Section 3. The board
of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

 Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors. 

Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed
by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. 

THE PRESIDENT 
 Section 6. The
president shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried
into effect. 







 Section 7. He shall execute bonds, mortgages and other contracts requiring a seal under the seal
of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the
corporation. 
 THE VICE-PRESIDENTS 

Section 8. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors,
shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. 

THE SECRETARY AND ASSISTANT SECRETARIES 

Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the
proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He 







 
shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board
of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and, when so
affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

 Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of
directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.








 THE TREASURER AND ASSISTANT TREASURERS 

Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts
and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. 

Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. 

Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall
be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control belonging to the corporation. 
 Section 14. The assistant
treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the 







 
absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may
from time to time prescribe. 
 Section 15. Such other officers as the Board of Directors may choose shall perform such duties and have such
powers as from time to time may be assigned to them by the Board of Directors. Any Vice Chairman, the Chief Administrative Officer, the General Counsel or the Chief Financial Officer shall have the same authority to bind the Corporation as the
President, unless otherwise specified by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers. 

ARTICLE X 
 CERTIFICATES FOR
SHARES 
 Section 1. The shares of the corporation shall be represented by certificates or shall be uncertificated. Certificates shall be
signed by the chairman or vice-chairman of the board or the president or a vice-president and the secretary or an assistant secretary or the treasurer or an assistant treasurer of the corporation and may be sealed with the seal of the corporation of
a facsimile thereof. 
 When the corporation is authorized to issue shares of more than one class, there shall be set forth upon the face or
back of the certificate, or the certificate shall have 







 
a statement that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences, and limitations of the shares
of each class authorized to be issued and, if the corporation is authorized to issue any class of preferred shares in series, the designation, relative rights, preferences and limitations of each such series so far as the same have been fixed and
the authority of the board of directors to designate and fix the relative rights, preferences and limitations of other series. 
 Within a
reasonable time after the issuance or transfer of any uncertificated shares there shall be sent to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to paragraphs (b)
and (c) of Section 508 of the New York Business Corporation Law. 
 Section 2. The signatures of the officers of the corporation upon a
certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of issue. 

Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation
alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of 







 
directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems
adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed. 

Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate shall be cancelled and the transaction shall be recorded upon the books of
the corporation. 
 Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any
other action, the board of directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than fifty nor less than ten days before the date of any meeting nor more than fifty days
prior to any other action. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless
the board fixes a new record date for the adjourned meeting. 







 Section 6. The corporation shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable
or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of New York. 

Section 7. A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or by a transfer
agent, shall be produced at any meeting upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of shareholders
to be produced as evidence of the right of the persons challenged to vote at such meeting and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting. 

ARTICLE XI 
 GENERAL PROVISIONS

 Section 1. Subject to the provisions of the certificate of incorporation relating thereto, if any, dividends may be declared by the board
of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in shares of the capital stock or in the corporation’s bonds or its property, including the shares or bonds of other corporations subject to any
provisions of law and of the certificate of incorporation. 







 Section 2. Before payment of any dividend, there may be set aside out of any funds of the
corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of
the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. 

Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate. 
 Section 4. The fiscal year of the corporation shall be fixed by
resolution of the board of directors. 
 Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of
its organization and the words “Corporate Seal, New York”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. 







 ARTICLE XII 

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES 

Section 1. The Corporation shall indemnify to the full extent authorized by law any person made or threatened to be made a party to an action
or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer or employee of the Corporation or any predecessor of the Corporation or serves or served
any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor of the Corporation, provided that this provision shall not provide for indemnification to be made to or on behalf of any director or officer
if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or
that he personally gained in fact a financial profit or other advantage to which he was not legally entitled. 
 ARTICLE XIII 

AMENDMENTS 
 Section 1. These
by-laws may be amended or repealed or new by-laws may be adopted at any regular or special meeting of shareholders at which a quorum is present or represented, by the vote of the holders of shares entitled to vote in the election of any directors,
provided notice of the proposed alteration, amendment or repeal be 







 
contained in the notice of such meeting. These by-laws may also be amended or repealed or new by-laws may be adopted by the affirmative vote of a majority of the board of directors at any regular
or special meeting of the board. If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the
by-law so adopted, amended or repealed, together with precise statement of the changes made. By-laws adopted by the board of directors may be amended or repealed by the shareholders.