Exemption for Certain Prohibited Transaction Restrictions Involving Citigroup, Inc. (Citigroup or the Applicant), Located in New York, New York, 4023-4031 [2023-01332]

Agencies

• Employee Benefits Security Administration
• DEPARTMENT OF LABOR

[Federal Register Volume 88, Number 14 (Monday, January 23, 2023)]
[Notices]
[Pages 4023-4031]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[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:
     emails the employee periodic reminders to complete the 
training before the due date;
     notifies the employee's manager if training is overdue; 
and
     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: [email protected]; 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: [email protected]: 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