Federal Register / Vol. 74, No. 57 / Thursday, March 26, 2009 / Notices 13231 

Act Funds, as directed by the Congress 

and the President. 

Why are we requesting Emergency 

Processing? If DOL were to comply with 

standard PRA clearance procedures, it 

would not be able to comply with the 

ARRA-mandated payment schedule 

because procedures for these payments 

must be in place immediately. The 

statute provides that INAP and SCSEP 

grantees need the means to access the 

funds as soon as possible. Otherwise, 

harm to the nation’s economic recovery 

could ensue. Finally, in preparing the 

guidelines, the Department has taken all 

necessary steps to consult with INAP 

and SCSEP grantees in order to 

minimize the burden of collecting the 

information while adhering to ARRA 

payment and monitoring provisions. 

Darrin A. King, 

Departmental Clearance Officer. 

[FR Doc. E9–6688 Filed 3–25–09; 8:45 am] 

BILLING CODE 4510–FN–P 

DEPARTMENT OF LABOR 

Employee Benefits Security 

Administration 

[Prohibited Transaction Exemption 2009– 

12; Exemption Application No. D–11341] 

Grant of Individual Exemption To 

Replace Prohibited Transaction 

Exemption (PTE) 2000–45, Involving 

Citigroup Global Markets Inc. (CGMI), 

Formerly Salomon Smith Barney Inc. 

(Salomon Smith Barney), Located in 

New York, NY 

AGENCY: Employee Benefits Security 

Administration, U.S. Department of 

Labor. 

ACTION: Grant of individual exemption 

to replace PTE 2000–45. 

This document contains a final 

exemption before the Department of 

Labor (the Department) that replaces 

PTE 2000–45 (65 FR 54315, September 

7, 2000), an exemption granted to 

Salomon Smith Barney. On December 1, 

2005, PTE 2000–45 became ineffective 

due to a material change in the 

exemption. 

PTE 2000–45 related to the operation 

of the TRAK Personalized Investment 

Advisory Service (the TRAK Program) 

and the Trust for Consulting Group 

Capital Markets Funds (the Trust) as 

described in a notice of proposed 

exemption (65 FR 35138, June 1, 2000), 

which underlies PTE 2000–45. 

The final exemption incorporates by 

reference many of the conditions 

contained in PTE 2000–45. The 

exemption also revises and updates 

certain facts and representations set 

forth in PTE 2000–45 to include a new 

fee offset procedure and the terms of a 

past merger (the Merger Transaction) 

between Citigroup Inc. (Citigroup) and 

Legg Mason, Inc. (Legg Mason). In this 

regard, the Applicants have requested 

that a limited and temporary exception 

to the definition of ‘‘affiliate’’ be 

incorporated in a new Section IV. 

DATES: Effective Date: This exemption is 

effective (1) from December 1, 2005 

until March 10, 2006 with respect to the 

limited exception described in Section 

IV; (2) as of December 1, 2005 with 

respect to the Covered Transactions, the 

General Conditions and the Definitions 

described in Sections I, II, and III; and 

(3) as of January 1, 2008 with respect to 

the new fee offset procedure. 

FOR FURTHER INFORMATION CONTACT: Mrs. 

Anna Vaughan or Ms. Jan D. Broady, 

Office of Exemptions Determinations, 

Employee Benefits Security 

Administration, U.S. Department of 

Labor, telephone (202) 693–8565 or 

(202) 693–8556. (These are not toll-free 

numbers.) 

SUPPLEMENTARY INFORMATION: On 

December 23, 2008, the Department 

published a notice of proposed 

exemption in the Federal Register at 73 

FR 78846 from the prohibited 

transaction restrictions of section 406(a) 

of the Employee Retirement Income 

Security Act of 1974 (the Act) and from 

the sanctions resulting from the 

application of section 4975 of the 

Internal Revenue Code of 1986 (the 

Code), as amended, by reason of section 

4975(c)(1)(A) through (D) of the Code. 

The proposed exemption has been 

requested in an application filed on 

behalf of CGMI pursuant to section 

408(a) of the Act and section 4975(c)(2) 

of the Code, and in accordance with the 

procedures set forth in 29 CFR part 

2570, subpart B (55 FR 32836, August 

10, 1990). Effective December 31, 1978, 

section 102 of Reorganization Plan No. 

4 of 1978 (43 FR 47713, October 17, 

1978) transferred the authority of the 

Secretary of the Treasury to issue 

exemptions of the type requested to the 

Secretary of Labor. Accordingly, this 

exemption is being issued solely by the 

Department. 

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 on or before February 23, 

2009. 

During the comment period, the 

Department received 29 telephone calls 

from participants or beneficiaries in 

plans with investments in the TRAK 

Program. All of these comments 

concerned the commenters’ inability to 

understand the notice of proposed 

exemption or the effect of the exemption 

on the commenters’ benefits. 

The Department also received one 

written comment with respect to the 

proposed exemption. The comment, 

which was submitted by Citigroup, is 

intended to clarify and update certain 

factual information discussed in the 

proposed exemption, as follows: 

1. TRAK Program Assets. On page 

78847 of the notice of proposed 

exemption, the first sentence of the first 

paragraph states that the TRAK Program 

held assets that were in excess of $9.4 

billion. Citigroup states that the 

sentence should be revised to read as 

follows: ‘‘As of July 29, 2008, the TRAK 

Program held assets of approximately 

$8.8 billion.’’ 

Also, on page 78847 of the proposal, 

the first sentence in the last paragraph 

of the third column reads: ‘‘The assets 

sold by Citigroup to Legg Mason 

included Smith Barney Mutual Funds 

Management Inc. (now Smith Barney 

Fund Management LLC) but excluded 

the Consulting Group and the TRAK 

Program.’’ Citigroup explains that the 

first sentence should be revised to read: 

‘‘The assets sold by Citigroup to Legg 

Mason included Smith Barney Fund 

Management LLC, but excluded the 

Consulting Group and the TRAK 

Program.’’ 

2. Citigroup Loan to Legg Mason. On 

page 78847 of the notice of proposed 

exemption, the last sentence in the last 

paragraph of the third column discusses 

a loan provided by Legg Mason to 

Citigroup. Citigroup explains that it 

provided the loan to Legg Mason. 

Therefore, this sentence should be 

revised to read as follows: ‘‘Also, 

Citigroup Corporate and Investment 

Banking provided to Legg Mason 

approximately $550 million in the form 

of a five-year loan facility.’’ 

3. Merger Transaction. On page 78848 

of the notice of proposed exemption, 

Footnote 6 states that Citigroup Asset 

Management or ‘‘CAM’’ was sold to 

Legg Mason subsequent to the Merger 

Transaction. Citigroup explains that 

based on its knowledge, CAM was sold 

to Legg Mason as part of the Merger 

Transaction. 

4. General Conditions. On pages 

78850 and 78854 of the proposed 

exemption, Section II(j) makes reference 

to the ‘‘Government Money Investments 

Portfolio’’ and the ‘‘GIC Fund Portfolio’’. 

Citigroup wishes to clarify that these 

funds have been re-named the ‘‘Money 

Market Investments Portfolio’’ and the 

‘‘Stable Value Investments Portfolio,’’ 

respectively. 

13232 Federal Register / Vol. 74, No. 57 / Thursday, March 26, 2009 / Notices 

Also, on pages 78850 and 78854 of the 

proposal, Section II(k)(1)(E) uses the 

term ‘‘Financial Consultant.’’ Citigroup 

explains that it now refers to these 

employees as ‘‘Financial Advisors.’’ 

In response to Citigroup’s comment 

letter, the Department has made 

revisions to the operative language of 

the final exemption and, where 

applicable, has taken note of the 

foregoing clarifications and updates to 

the Summary of Facts and 

Representations of the proposed 

exemption. 

For further information regarding the 

comments and other matters discussed 

herein, interested persons are 

encouraged to obtain copies of the 

exemption application file (Exemption 

Application No. D–11341) the 

Department is maintaining in this case. 

The complete application file, as well as 

all supplemental submissions received 

by the Department, are made available 

for public inspection in the Public 

Documents Room of the Employee 

Benefits Security Administration, Room 

N–1513, U.S. Department of Labor, 200 

Constitution Avenue, NW., Washington, 

DC 20210. 

Accordingly, after giving full 

consideration to the entire record, 

including the written comment, the 

Department has decided to grant the 

exemption subject to the modifications 

described above. 

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 section 

408(a) of the Act and section 4975(c)(2) 

of the Code does not relieve a fiduciary 

or other party in interest or disqualified 

person from certain other provisions of 

the Act and the Code, including any 

prohibited transaction provisions to 

which the exemption does not apply 

and the general fiduciary responsibility 

provisions of section 404 of the Act, 

which require, among other things, a 

fiduciary to discharge his or her duties 

respecting the plan solely in the interest 

of the participants and beneficiaries of 

the plan and in a prudent fashion in 

accordance with section 404(a)(1)(B) of 

the Act. 

(2) In accordance with section 408(a) 

of the Act, the Department makes the 

following determinations: 

(a) The exemption is administratively 

feasible; 

(b) The exemption is in the interest of 

the plan and of its participants and 

beneficiaries; and 

(c) The exemption is protective of the 

rights of participants and beneficiaries 

of employee benefit plans participating 

in the TRAK Program. 

(3) The exemption is supplemental to, 

and not in derogation of, any other 

provisions of the Act and the Code, 

including statutory or administrative 

exemptions. Furthermore, the fact that a 

transaction is subject to an 

administrative or statutory exemption is 

not dispositive of whether the 

transaction is in fact a prohibited 

transaction. 

Accordingly, the following exemption 

is granted under the authority of section 

408(a) of the Act and section 4975(c)(2) 

of the Code and in accordance with the 

procedures set forth in 29 CFR Part 

2570, Subpart B (55 FR 32836, 32847, 

August 10, 1990). 

Section I. Covered Transactions 

A. The restrictions of section 406(a) of 

the Act and the sanctions resulting from 

the application of section 4975 of the 

Code, by reason of section 4975(c)(1)(A) 

through (D) of the Code, shall not apply, 

effective December 1, 2005, to the 

purchase or redemption of shares by an 

employee benefit plan, an individual 

retirement account (an IRA), a 

retirement plan for self-employed 

individuals (a Keogh Plan), or an 

individual account pension plan that is 

subject to the provisions of Title I of the 

Act and established under section 

403(b) of the Code (the section 403(b) 

Plan; collectively, the Plans) in the 

Trust for Consulting Group Capital 

Markets Funds (the Trust), established 

by Citigroup, Inc. (Citigroup), in 

connection with such Plans’ 

participation in the TRAK Personalized 

Investment Advisory Service (the TRAK 

Program). 

B. The restrictions of section 406(b) of 

the Act and the sanctions resulting from 

the application of section 4975 of the 

Code, by reason of section 4975(c)(1)(E) 

and (F) of the Code, shall not apply, 

effective December 1, 2005, with respect 

to the provision, by Citigroup’s 

Consulting Group (the Consulting 

Group), of (1) investment advisory 

services or (2) an automatic reallocation 

option (the Automatic Reallocation 

Option) to an independent fiduciary of 

a participating Plan (the Independent 

Plan Fiduciary), which may result in 

such fiduciary’s selection of a portfolio 

(the Portfolio) in the TRAK Program for 

the investment of Plan assets. 

This exemption is subject to the 

following conditions set forth below in 

Section II. 

Section II. General Conditions 

(a) The participation of Plans in the 

TRAK Program is approved by an 

Independent Plan Fiduciary. For 

purposes of this requirement, an 

employee, officer or director of 

Citigroup Global Markets Inc. (CGMI) 

and/or its affiliates covered by an IRA 

not subject to Title I of the Act will be 

considered an Independent Plan 

Fiduciary with respect to such IRA. 

(b) The total fees paid to the 

Consulting Group and its affiliates 

constitute not more than reasonable 

compensation. 

(c) No Plan pays a fee or commission 

by reason of the acquisition or 

redemption of shares in the Trust. 

(d) The terms of each purchase or 

redemption of Trust shares remain at 

least as favorable to an investing Plan as 

those obtainable in an arm’s length 

transaction with an unrelated party. 

(e) The Consulting Group provides 

written documentation to an 

Independent Plan Fiduciary of its 

recommendations or evaluations based 

upon objective criteria. 

(f) Any recommendation or evaluation 

made by the Consulting Group to an 

Independent Plan Fiduciary is 

implemented only at the express 

direction of such Independent Plan 

Fiduciary, provided, however, that: 

(1) If such Independent Plan 

Fiduciary elects in writing, on a form 

designated by CGMI from time to time 

for such purpose, to participate in the 

Automatic Reallocation Option under 

the TRAK Program, the affected Plan or 

participant account is automatically 

reallocated whenever the Consulting 

Group modifies the particular asset 

allocation recommendation which the 

Independent Plan Fiduciary has chosen. 

Such Election continues in effect until 

revoked or terminated by the 

Independent Plan Fiduciary in writing. 

(2) Except as set forth below in 

paragraph II(f)(3), at the time of a change 

in the Consulting Group’s asset 

allocation recommendation, each 

account based upon the asset allocation 

model (the Allocation Model) affected 

by such change is adjusted on the 

business day of the release of the new 

Allocation Model by the Consulting 

Group, except to the extent that market 

conditions, and order purchase and 

redemption procedures, may delay such 

processing through a series of purchase 

and redemption transactions to shift 

assets among the affected Portfolios. 

(3) If the change in the Consulting 

Group’s asset allocation 

recommendation exceeds an increase or 

decrease of more than 10 percent in the 

absolute percentage allocated to any one 

investment medium (e.g., a suggested 

increase in a 15 percent allocation to 

greater than 25 percent, or a decrease of 

such 15 percent allocation to less than 

5 percent), CGMI sends out a written 

Federal Register / Vol. 74, No. 57 / Thursday, March 26, 2009 / Notices 13233 

*The fact that certain transactions and fee 

arrangements are the subject of an administrative 

exemption does not relieve the Independent Plan 

Fiduciary from the general fiduciary responsibility 

provisions of section 404 of the Act. In this regard, 

the Department expects the Independent Plan 

Fiduciary to consider carefully the totality of the 

fees and expenses to be paid by the Plan, including 

the fees paid directly to CGMI or to other third 

parties. 

notice (the Notice) to all Independent 

Plan Fiduciaries whose current 

investment allocation may be affected, 

describing the proposed reallocation 

and the date on which such allocation 

is to be instituted. If the Independent 

Plan Fiduciary notifies CGMI, in 

writing, at any time within the period of 

30 calendar days prior to the proposed 

Effective Date that such fiduciary does 

not wish to follow such revised asset 

allocation recommendation, the 

Allocation Model remains at the current 

level, or at such other level as the 

Independent Plan Fiduciary then 

expressly designated, in writing. If the 

Independent Plan Fiduciary does not 

affirmatively opt out of the new 

Consulting Group recommendation, in 

writing, prior to the proposed Effective 

Date, such new recommendation is 

automatically effected by a dollar-fordollar liquidation and purchase of the 

required amounts in the respective 

account. 

(4) An Independent Plan Fiduciary 

receives a trade confirmation of each 

reallocation transaction. In this regard, 

for all Plan investors other than Section 

404(c) Plan accounts (i.e., 401(k) Plan 

accounts), CGMI mails trade 

confirmations on the next business day 

after the reallocation trades are 

executed. In the case of Section 404(c) 

Plan participants, notification depends 

upon the notification provisions agreed 

to by the Plan recordkeeper. 

(g) The Consulting Group generally 

gives investment advice in writing to an 

Independent Plan Fiduciary with 

respect to all available Portfolios. 

However, in the case of a Plan providing 

for participant-directed investments (the 

section 404(c) Plan), the Consulting 

Group provides investment advice that 

is limited to the Portfolios made 

available under the Plan. 

(h) Any sub-adviser (the Sub-Adviser) 

that acts for the Trust to exercise 

investment discretion over a Portfolio is 

independent of CGMI and its affiliates. 

(i) Immediately following the 

acquisition by a Portfolio of any 

securities that are issued by CGMI and/ 

or its affiliates such as Citigroup 

common stock (the Citigroup Common 

Stock), the percentage of that Portfolio’s 

net assets invested in such securities 

does not exceed one percent. However, 

this percentage limitation may be 

exceeded if: 

(1) The amount held by a Sub-Adviser 

in managing a Portfolio is held in order 

to replicate an established third-party 

index (the Index). 

(2) The Index represents the 

investment performance of a specific 

segment of the public market for equity 

securities in the United States and/or 

foreign countries. The organization 

creating the Index is: 

(i) Engaged in the business of 

providing financial information; 

(ii) A publisher of financial news 

information; or 

(iii) A public stock exchange or 

association of securities dealers. 

The Index is created and maintained 

by an organization independent of 

CGMI and its affiliates and is a 

generally-accepted standardized Index 

of securities which is not specifically 

tailored for use by CGMI and its 

affiliates. 

(3) The acquisition or disposition of 

Citigroup Common Stock does not 

include any agreement, arrangement or 

understanding regarding the design or 

operation of the Portfolio acquiring the 

Citigroup Common Stock, which is 

intended to benefit CGMI or any party 

in which CGMI may have an interest. 

(4) The Independent Plan Fiduciary 

authorizes the investment of a Plan’s 

assets in an Index Fund which 

purchases and/or holds Citigroup 

Common Stock and the Sub-Adviser is 

responsible for voting any shares of 

Citigroup Common Stock that are held 

by an Index Fund on any matter in 

which shareholders of Citigroup 

Common Stock are required or 

permitted to vote. 

(j) The quarterly investment advisory 

fee that is paid by a Plan to the 

Consulting Group for investment 

advisory services rendered to such Plan 

is offset by such amount as is necessary 

to assure that the Consulting Group 

retains no more than 20 basis points 

from any Portfolio (with the exception 

of the Money Market Investments 

Portfolio and the Stable Value 

Investments Portfolio for which the 

Consulting Group and the Trust retains 

no investment management fee) which 

contains investments attributable to the 

Plan investor. 

(k) With respect to its participation in 

the TRAK Program prior to purchasing 

Trust shares, 

(1) Each Plan receives the following 

written or oral disclosures from the 

Consulting Group: 

(A) A copy of the Prospectus for the 

Trust discussing the investment 

objectives of the Portfolios comprising 

the Trust, the policies employed to 

achieve these objectives, the corporate 

affiliation existing between the 

Consulting Group, CGMI and its 

subsidiaries and the compensation paid 

to such entities.*

(B) Upon written or oral request to 

CGMI, a Statement of Additional 

Information supplementing the 

Prospectus which describes the types of 

securities and other instruments in 

which the Portfolios may invest, the 

investment policies and strategies that 

the Portfolios may utilize and certain 

risks attendant to those investments, 

policies and strategies. 

(C) A copy of the investment advisory 

agreement between the Consulting 

Group and such Plan which relates to 

participation in the TRAK Program and 

describes the Automatic Reallocation 

Option. 

(D) Upon written request of CGMI, a 

copy of the respective investment 

advisory agreement between the 

Consulting Group and the Sub-Advisers. 

(E) In the case of Section 404(c) Plan, 

if required by the arrangement 

negotiated between the Consulting 

Group and the Plan, an explanation by 

a CGMI Consultant to eligible 

participants in such Plan, of the services 

offered under the TRAK Program and 

the operation and objectives of the 

Portfolios. 

(F) A copy of the Proposed Exemption 

and the Final Exemption pertaining to 

the exemptive relief described herein. 

(2) If accepted as an investor in the 

TRAK Program, an Independent Plan 

Fiduciary of an IRA or Keogh Plan is 

required to acknowledge, in writing, 

prior to purchasing Trust shares that 

such fiduciary has received copies of 

the documents described above in 

subparagraph (k)(1) of this section. 

(3) With respect to a Section 404(c) 

Plan, written acknowledgement of the 

receipt of such documents is provided 

by the Independent Plan Fiduciary (i.e., 

the Plan administrator, trustee or named 

fiduciary, as the recordholder of Trust 

shares). Such Independent Plan 

Fiduciary is required to represent in 

writing to CGMI that such fiduciary is 

(a) independent of CGMI and its 

affiliates and (b) knowledgeable with 

respect to the Plan in administrative 

matters and funding matters related 

thereto, and able to make an informed 

decision concerning participation in the 

TRAK Program. 

(4) With respect to a Plan that is 

covered under Title I of the Act, where 

investment decisions are made by a 

trustee, investment manager or a named 

fiduciary, such Independent Plan 

Fiduciary is required to acknowledge, in 

writing, receipt of such documents and 

13234 Federal Register / Vol. 74, No. 57 / Thursday, March 26, 2009 / Notices 

represent to CGMI that such fiduciary is 

(a) independent of CGMI and its 

affiliates, (b) capable of making an 

independent decision regarding the 

investment of Plan assets and (c) 

knowledgeable with respect to the Plan 

in administrative matters and funding 

matters related thereto, and able to make 

an informed decision concerning 

participation in the TRAK Program. 

(l) Subsequent to its participation in 

the TRAK Program, each Plan receives 

the following written or oral disclosures 

with respect to its ongoing participation 

in the TRAK Program: 

(1) The Trust’s semi-annual and 

annual report including a financial 

statement for the Trust and investment 

management fees paid by each Portfolio. 

(2) A written quarterly monitoring 

statement containing an analysis and an 

evaluation of a Plan investor’s account 

to ascertain whether the Plan’s 

investment objectives have been met 

and recommending, if required, changes 

in Portfolio allocations. 

(3) If required by the arrangement 

negotiated between the Consulting 

Group and a Section 404(c) Plan, a 

quarterly, detailed investment 

performance monitoring report, in 

writing, provided to an Independent 

Plan Fiduciary of such Plan showing 

Plan level asset allocations, Plan cash 

flow analysis and annualized risk 

adjusted rates of return for Plan 

investments. In addition, if required by 

such arrangement, Financial 

Consultants meet periodically with 

Independent Plan Fiduciaries of Section 

404(c) Plans to discuss the report as 

well as with eligible participants to 

review their accounts’ performance. 

(4) If required by the arrangement 

negotiated between the Consulting 

Group and a Section 404(c) Plan, a 

quarterly participant performance 

monitoring report provided to a Plan 

participant which accompanies the 

participant’s benefit statement and 

describes the investment performance of 

the Portfolios, the investment 

performance of the participant’s 

individual investment in the TRAK 

Program, and gives market commentary 

and toll-free numbers that enable the 

participant to obtain more information 

about the TRAK Program or to amend 

his or her investment allocations. 

(5) On a quarterly and annual basis, 

written disclosures to all Plans of (a) the 

percentage of each Portfolio’s brokerage 

commissions that are paid to CGMI and 

its affiliates and (b) the average 

brokerage commission per share paid by 

each Portfolio to CGMI and its affiliates, 

as compared to the average brokerage 

commission per share paid by the Trust 

to brokers other than CGMI and its 

affiliates, both expressed as cents per 

share. 

(m)(1) CGMI maintains or causes to be 

maintained for a period of (6) six years 

the records necessary to enable the 

persons described in paragraph (m)(2) of 

this section to determine whether the 

applicable conditions of this exemption 

have been met. Such records are readily 

available to assure accessibility by the 

persons identified in paragraph (2) of 

this section. 

(2) Notwithstanding any provisions of 

section 504(a)(2) and (b) of the Act, the 

records referred to in paragraph (1) of 

this section are unconditionally 

available at their customary location for 

examination during normal business 

hours by — 

(i) Any duly authorized employee or 

representative of the Department of 

Labor or the Internal Revenue Service; 

(ii) Any fiduciary of a participating 

Plan or any duly authorized employee 

of such employer; 

(iii) Any contributing employer to any 

participating Plan or any duly 

authorized employee representative of 

such employer; and; 

(iv) Any participant or beneficiary of 

any participating Plan, or any duly 

authorized representative of such 

participant or beneficiary. 

(3) A prohibited transaction is not 

deemed to have occurred if, due to 

circumstances beyond the control of 

CGMI, the records are lost or destroyed 

prior to the end of the six-year period, 

and no party in interest other than 

CGMI is subject to the civil penalty that 

may be assessed under section 502(i) of 

the Act or to the taxes imposed by 

sections 4975(a) and (b) of the Code if 

the records are not maintained or are 

not available for examination as 

required by paragraph (2) of this section. 

(4) None of the persons described in 

subparagraphs (ii)–(iv) of this section 

(m)(2) is authorized to examine the 

trade secrets of CGMI or commercial or 

financial information which is 

privileged or confidential. 

Section III. Definitions 

For purposes of this exemption: 

(a) The term ‘‘CGMI’’ means Citigroup 

Global Markets Inc. and any affiliate of 

Citigroup Global Markets Inc., as 

defined in paragraph (b) of this Section 

III. 

(b) An ‘‘affiliate’’ of CGMI includes: 

(1) Any person directly or indirectly 

through one or more intermediaries, 

controlling, controlled by, or under 

common control with CGMI. (For 

purposes of this subparagraph, the term 

‘‘control’’ means the power to exercise 

a controlling influence over the 

management or policies of a person 

other than an individual); 

(2) Any individual who is an officer 

(as defined in Section III(d) hereof), 

director or partner in CGMI or a person 

described in subparagraph (b)(1); 

(3) Any corporation or partnership of 

which CGMI, or an affiliate described in 

subparagraph (b)(1), is a 10 percent or 

more partner or owner; and 

(4) Any corporation or partnership of 

which any individual which is an 

officer or director of CGMI is a 10 

percent or more partner or owner. 

(c) An ‘‘Independent Plan Fiduciary’’ 

is a Plan fiduciary which is independent 

of CGMI and its affiliates and is either: 

(1) A Plan administrator, sponsor, 

trustee or named fiduciary, as the 

recordholder of Trust shares under a 

Section 404(c) Plan; 

(2) A participant in a Keogh Plan; 

(3) An individual covered under (i) a 

self-directed IRA or (ii) a Section 403(b) 

Plan, which invests in Trust shares; 

(4) A trustee, investment manager or 

named fiduciary responsible for 

investment decisions in the case of a 

Title I Plan that does not permit 

individual direction as contemplated by 

Section 404(c) of the Act; or 

(5) A participant in a Plan, such as a 

Section 404(c) Plan, who is permitted 

under the terms of such Plan to direct, 

and who elects to direct, the investment 

of assets of his or her account in such 

Plan. 

(d) The term ‘‘officer’’ means a 

president, any vice president in charge 

of a principal business unit, division or 

function (such as sales, administration 

or finance), or any other officer who 

performs a policymaking function for 

the entity. 

Section IV. Limited Exception 

(a) Notwithstanding the condition set 

forth in Section II(h) of the General 

Conditions or the definition of 

‘‘affiliate’’ set forth in Section III(b) of 

the Definitions herein, during the 

period, December 1, 2005 until March 

10, 2006, when Citigroup Inc. 

(Citigroup) held a 10 percent or greater 

economic ownership interest in Legg 

Mason, Inc. (Legg Mason) as a result of 

the merger transaction (Merger 

Transaction) consummated on 

December 1, 2005, between Citigroup 

and Legg Mason, Brandywine Asset 

Management LLC (Brandywine) and 

Western Asset Management Company 

(Western), both of which are wholly 

owned subsidiaries of Legg Mason, 

continued to be deemed ‘‘independent’’ 

of Citigroup Global Markets Inc. (CGMI) 

and its affiliates for purposes of Section 

II(h) of the General Conditions and 

Federal Register / Vol. 74, No. 57 / Thursday, March 26, 2009 / Notices 13235 

1For purposes of this exemption reference to 

specific provisions of Title I of the Act, unless 

otherwise specified, refer also to the corresponding 

provisions of the Code. 

Section III(b) of the Definitions, as long 

as the following conditions were met: 

(1) The Merger Transaction resulted 

in Citigroup receiving, among other 

things, approximately 4 percent of the 

Legg Mason voting common stock (Legg 

Mason Common Stock), and non-voting 

convertible preferred stock (Legg Mason 

Preferred Stock) which was convertible 

into approximately 10 percent of Legg 

Mason Common Stock (together, Legg 

Mason Stock). 

(2) Following the Merger Transaction, 

Legg Mason Stock was being held by a 

subsidiary of Citigroup that is not in the 

vertical chain of ownership with CGMI, 

and CGMI was not controlling or 

controlled by the entity holding Legg 

Mason Stock. 

(3) Legg Mason Preferred Stock was 

converted into Legg Mason Common 

Stock only after it was sold by 

Citigroup. 

(4) Citigroup engaged in efforts to sell 

Legg Mason Preferred Stock within a 

reasonable amount of time pursuant to 

an underwritten broadly distributed 

public offering. 

(5) Citigroup reduced its holdings in 

Legg Mason Stock below 10 percent 

within three months following the 

consummation of the Merger 

Transaction. 

(6) Citigroup did not participate in 

any proxy contest or other activities 

concerning the management of Legg 

Mason. 

(7) Citigroup did not acquire more 

than 5 percent of Legg Mason Common 

Stock at any time. 

(8) Brandywine and Western operated 

as separate and autonomous business 

units within Legg Mason. 

(9) The Consulting Group had no 

ability to exercise control or influence 

over the business of Brandywine or 

Western. Similarly, Brandywine and 

Western had no ability to exercise 

control or influence over the business of 

the Consulting Group. 

(10) For so long as Citigroup’s 

ownership interest in Legg Mason 

remained greater than 10 percent, with 

respect to each Portfolio for which 

Brandywine or Western currently serves 

as a Sub-Adviser, the percentage of 

Portfolio assets allocated for 

management purposes to these entities 

by the Consulting Group was not 

increased. 

(11) For so long as Citigroup’s 

ownership interest in Legg Mason 

remained greater than 10 percent, 

Brandywine and Western were not 

permitted to manage assets for any other 

Portfolio in the TRAK Program. 

(12) For so long as Citigroup’s 

ownership interest in Legg Mason 

remained greater than 10 percent, the 

fee rates paid to Brandywine and 

Western were not increased. 

(13) For so long as Citigroup’s 

ownership interest in Legg Mason 

remained greater than 10 percent, no 

other affiliates of Legg Mason were 

retained to act as Sub-Advisers in the 

TRAK Program. 

(14) The Board of Trustees of the 

Trust for the Consulting Group 

subjected Brandywine and Western to 

the same review process and fiduciary 

requirements as in effect for all other 

Sub-Advisers, and to the same 

performance standards. 

Section V. Effective Dates 

This exemption is effective: (1) 

December 1, 2005 until March 10, 2006 

with respect to the limited exception 

described in Section IV; (2) as of 

December 1, 2005 with respect to the 

Covered Transactions, the General 

Conditions and the Definitions that are 

described in Sections I, II and III; and 

(3) as of January 1, 2008 with respect to 

the new fee offset procedure. 

Signed at Washington, DC, this 20th day of 

March, 2009. 

Ivan L. Strasfeld, 

Director of Exemption Determinations, 

Employee Benefits Security Administration, 

U.S. Department of Labor. 

[FR Doc. E9–6621 Filed 3–25–09; 8:45 am] 

BILLING CODE 4510–29–P 

DEPARTMENT OF LABOR 

Employee Benefits Security 

Administration 

Prohibited Transaction Exemptions 

and Grant of Individual Exemptions 

Involving: 2009–10, Camino Medical 

Group, Inc. Employee Retirement Plan 

(the Retirement Plan) D–11336; and 

2009–11, JPMorgan Chase Bank, 

National Association, D–11471 

AGENCY: Employee Benefits Security 

Administration, Labor. 

ACTION: Grant of Individual Exemptions. 

SUMMARY: This document contains 

exemptions issued by the Department of 

Labor (the Department) from certain of 

the prohibited transaction restrictions of 

the Employee Retirement Income 

Security Act of 1974 (ERISA or the Act) 

and/or the Internal Revenue Code of 

1986 (the Code). 

A notice was published in the Federal 

Register of the pendency before the 

Department of a proposal to grant such 

exemption. The notice set forth a 

summary of facts and representations 

contained in the application for 

exemption and referred interested 

persons to the application for a 

complete statement of the facts and 

representations. The application has 

been available for public inspection at 

the Department in Washington, DC. The 

notice also invited interested persons to 

submit comments on the requested 

exemption to the Department. In 

addition the notice stated that any 

interested person might submit a 

written request that a public hearing be 

held (where appropriate). The applicant 

has represented that it has complied 

with the requirements of the notification 

to interested persons. No requests for a 

hearing were received by the 

Department. Public comments were 

received by the Department as described 

in the granted exemption. 

The notice of proposed exemption 

was issued and the exemption is being 

granted solely by the Department 

because, effective December 31, 1978, 

section 102 of Reorganization Plan No. 

4 of 1978, 5 U.S.C. App. 1 (1996), 

transferred the authority of the Secretary 

of the Treasury to issue exemptions of 

the type proposed to the Secretary of 

Labor. 

Statutory Findings 

In accordance with section 408(a) of 

the Act and/or section 4975(c)(2) of the 

Code and the procedures set forth in 29 

CFR Part 2570, Subpart B (55 FR 32836, 

32847, August 10, 1990) and based upon 

the entire record, the Department makes 

the following findings: 

(a) The exemption is administratively 

feasible; 

(b) The exemption is in the interests 

of the plan and its participants and 

beneficiaries; and 

(c) The exemption is protective of the 

rights of the participants and 

beneficiaries of the plan. 

Camino Medical Group, Inc. Employee 

Retirement Plan 

(the Retirement Plan) 

Located in Sunnyvale, CA 

[Prohibited Transaction Exemption 

2009–10; 

Exemption Application No. D–11336] 

Exemption 

The restrictions of sections 406(a), 

406(b)(1) and (b)(2) of the Act and the 

sanctions resulting from the application 

of section 4975 of the Code, by reason 

of section 4975(c)(1)(A) through (E) of 

the Code,1 shall not apply, effective July 

1, 2003 until December 14, 2007, to (1) 

the leasing (the 2003 Leases) of a 

medical facility (the Urgent Care 

Facility) and a single family residence