80_FR_30394 80 FR 30293 - Citicorp, et al.; Notice of Application and Temporary Order

80 FR 30293 - Citicorp, et al.; Notice of Application and Temporary Order

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 101 (May 27, 2015)

Page Range30293-30297
FR Document2015-12756

Federal Register, Volume 80 Issue 101 (Wednesday, May 27, 2015) 
[Federal Register Volume 80, Number 101 (Wednesday, May 27, 2015)]
[Notices]
[Pages 30293-30297]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-12756]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-31615; File No. 812-14468]


Citicorp, et al.; Notice of Application and Temporary Order

May 20, 2015.
AGENCY:  Securities and Exchange Commission (``Commission'')

ACTION:  Temporary order and notice of application for a permanent 
order under section 9(c) of the Investment Company Act of 1940 
(``Act'').

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Summary of Application: Applicants have received a temporary order 
(``Temporary Order'') exempting them from section 9(a) of the Act, with 
respect to a guilty plea entered on May

[[Page 30294]]

20, 2015, by the Settling Firm (as defined below) in the United States 
District Court for the District of Connecticut (the ``District Court'') 
in connection with a plea agreement (``Plea Agreement'') between the 
Settling Firm and the United States Department of Justice (``DOJ''), 
until the Commission takes final action on an application for a 
permanent order (the ``Permanent Order,'' and with the Temporary Order, 
the ``Orders''). Applicants also have applied for a Permanent Order.

Applicants: Citicorp, a Delaware corporation, (the ``Settling Firm''), 
Citigroup Global Markets Inc. (``CGMI''), CEFOF GP I Corp. (``CEFOF''), 
CELFOF GP Corp. (``CELFOF''), Citibank, N.A. (``Citibank''), Citigroup 
Alternative Investments LLC (``Citigroup Alternative''), Citigroup 
Capital Partners I GP I Corp. (``CCP I''), Citigroup Capital Partners I 
GP II Corp. (``CCP II''), Citigroup Private Equity (Offshore) LLC 
(``CPE (Offshore)''), and Citigroup First Investment Management 
Americas LLC (``CFIMA'', and along, together with CGMI, CEFOF, CELFOF, 
Citibank, Citigroup Alternative, CCP I, CCP II, and CPE (Offshore), the 
``Adviser Applicants'' and the Settling Firm together with the Adviser 
Applicants, the ``Applicants'').

Filing Date: The application was filed on May 20, 2015.

Hearing or Notification of Hearing: An order granting the application 
will be issued unless the Commission orders a hearing. Interested 
persons may request a hearing by writing to the Commission's Secretary 
and serving Applicants with a copy of the request, personally or by 
mail. Hearing requests should be received by the Commission by 5:30 
p.m. on June 15, 2015, and should be accompanied by proof of service on 
Applicants, in the form of an affidavit, or for lawyers, a certificate 
of service. Pursuant to rule 0-5 under the Act, hearing requests should 
state the nature of the writer's interest, any facts bearing upon the 
desirability of a hearing on the matter, the reason for the request, 
and the issues contested. Persons who wish to be notified of a hearing 
may request notification by writing to the Commission's Secretary.

ADDRESSES:  Secretary, U.S. Securities and Exchange Commission, 100 F 
Street NE., Washington, DC 20549-1090; Applicants: The Settling Firm 
and Citibank: 399 Park Avenue, New York, NY 10043 CGMI, CEFOF, CELFOF, 
Citigroup Alternative, CCP I, CCP II, CPE (Offshore), and CFIMA: 388 
Greenwich Street, New York, NY 10013.

FOR FURTHER INFORMATION CONTACT:  Kyle R. Ahlgren, Senior Counsel, 
Vanessa M. Meeks, Senior Counsel, or Holly Hunter-Ceci, Branch Chief, 
at (202) 551-6825 (Division of Investment Management, Chief Counsel's 
Office).

SUPPLEMENTARY INFORMATION:  The following is a temporary order and a 
summary of the application. The complete application may be obtained 
via the Commission's Web site by searching for the file number, or an 
applicant using the Company name box, at http://www.sec.gov/search/search.htm, or by calling (202) 551-8090.

Applicants' Representations

    1. Citigroup Inc. (``Citigroup'' or ``Citi''), the parent company 
of the Settling Firm, CGMI and the other Adviser Applicants, is a 
global financial holding company whose businesses provide a broad range 
of financial services. The Settling Firm is a financial services 
holding company and the direct parent company of Citibank. CGMI, a New 
York corporation and an Affiliated Person of the Settling Firm, is a 
full service investment banking firm. CGMI engages in securities 
underwriting, sales and trading, investment banking, financial advisory 
and investment research services. CGMI is registered as a broker-dealer 
under the Securities Exchange Act of 1934 (``Exchange Act'') and as an 
investment adviser under the Investment Advisers Act of 1940 
(``Advisers Act''). CGMI currently does not perform Fund Service 
Activities (as defined below) for any Fund\1\, but it may seek to do so 
in the future. CFIMA, a Delaware limited liability company and an 
Affiliated Person of the Settling Firm, is registered as an investment 
adviser under the Advisers Act and serves as investment adviser to one 
Fund. CFIMA currently does not serve as depositor or principal 
underwriter for any Fund, but it may seek to do so in the future. Each 
of CEFOF, CELFOF, Citibank, Citigroup Alternative, CCP I, CCP II and 
CPE (Offshore) (collectively, the ``ESC Advisers'') is an Affiliated 
Person of the Settling Firm and serves as investment adviser to certain 
ESCs (ESCs are included in the term ``Funds'') sponsored by Citigroup 
and its subsidiaries. None of the ESC Advisers perform any Fund Service 
Activities for any Funds other than the ESCs. The ESCs have been 
exempted from all provisions of the Act and the rules and regulations 
thereunder, except for certain sections, including section 9, pursuant 
to a Commission order.\2\
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    \1\ For purposes of the application ``Funds'' refers to any 
registered investment company, business development company, or 
employees' securities company (as defined in section 2(a)(13) of the 
Act) for which a Covered Person serves or may in the future serve as 
an investment adviser (as defined in section 2(a)(20) of the Act), 
sub-adviser, general partner or depositor, or any registered open-
end investment company, registered unit investment trust or 
registered face amount certificate company for which a Covered 
Person (as defined above) serves or may in the future serve as 
principal underwriter (as defined in section 2(a)(29) of the Act).
    \2\ Greenwich Street Employees Fund, L.P., et al., Investment 
Company Act Release Nos. 25324 (Dec. 21, 2001) (notice) and 25367 
(Jan. 16, 2002) (order).
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    2. While no existing company of which the Settling Firm is an 
affiliated person within the meaning of section 2(a)(3) of the Act 
(``Affiliated Person''), other than the Adviser Applicants, currently 
serves or acts as an investment adviser or depositor of any Fund, 
employees' securities company or investment company that has elected to 
be treated as a business development company under the Act, or 
principal underwriter (as defined in section 2(a)(29) of the Act) for 
any open-end management investment company registered under the Act 
(``Open-End Fund''), unit investment trust registered under the Act 
(``UIT''), or face-amount certificate company registered under the Act 
(such activities, ``Fund Service Activities''), Applicants request that 
any relief granted also apply to any existing company of which the 
Settling Firm is an Affiliated Person, and to any other company of 
which the Settling Firm may become an Affiliated Person in the future 
(together with the Applicants, the ``Covered Persons'') with respect to 
any activity contemplated by section 9(a) of the Act.
    3. The DOJ has conducted an investigation of certain conduct and 
practices of Citi and others in the foreign currency exchange (``FX'') 
spot market. To resolve the DOJ's investigation, the Settling Firm 
entered into the Plea Agreement, pursuant to which the Settling Firm 
has pleaded guilty to one count of an antitrust violation of 15 U.S.C. 
1. As set forth in the Plea Agreement, from at least December 2007 and 
continuing to at least January 2013 (the ``Relevant Period''), the 
Settling Firm, through one London-based euro/U.S. dollar (``EUR/USD'') 
trader employed by Citibank, a subsidiary of the Settling Firm and an 
Applicant hereto, 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

[[Page 30295]]

``Conduct''). The Conduct included near 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 Conduct forms the basis for the DOJ's antitrust charge 
that the Settling Firm violated 15 U.S.C. 1.
    4. Under the terms of the Plea Agreement, the DOJ and the Settling 
Firm have agreed that the District Court should impose a sentence 
requiring the Settling Firm to pay a criminal fine of $925 million. The 
Plea Agreement also provides for a three-year term of probation, with 
conditions to include, among other things, Citi's continued 
implementation of a compliance program designed to prevent and detect 
the Conduct throughout its operations, and Citi's further strengthening 
of its compliance and internal controls as required by other regulatory 
or enforcement agencies that have addressed the Conduct, including the 
U.S. Commodity Futures Trading Commission (``CFTC''), pursuant to its 
settlement with Citibank on November 11, 2014, requiring remedial 
measures to strengthen the control framework governing Citi's FX 
trading business (the ``CFTC Order''); the U.S. Treasury Department's 
Office of the Comptroller of the Currency (``OCC''), pursuant to its 
settlement with Citibank on November 11, 2014, requiring remedial 
measures to improve the control framework governing Citi's wholesale 
trading and benchmark activities (the ``OCC Order''); the U.K. 
Financial Conduct Authority (``FCA''), pursuant to its settlement with 
Citibank on November 11, 2014 (the ``FCA Order''); and the U.S. Board 
of Governors of the Federal Reserve System (``FRB''), pursuant to its 
settlement with Citigroup entered into concurrently with the DOJ 
resolution, requiring remedial measures to improve controls for FX 
trading and activities involving commodities and interest rate products 
where Citi acts as principal (the ``FRB Order'').

Applicants' Legal Analysis

    1. Section 9(a)(1) of the Act provides, in pertinent part, that a 
person may not serve or act as an investment adviser or depositor of 
any registered investment company or a principal underwriter for any 
registered open-end investment company, registered unit investment 
trust, or registered face-amount certificate company, if such person 
within ten years has been convicted of any felony or misdemeanor, 
including those arising out of such person's conduct as a bank or an 
Affiliated Person of a bank. Section 2(a)(10) of the Act defines the 
term ``convicted'' to include a plea of guilty. Section 9(a)(3) of the 
Act extends the prohibitions of section 9(a)(1) to a company any 
Affiliated Person of which has been disqualified under the provisions 
of section 9(a)(1). Section 2(a)(3) of the Act defines ``affiliated 
person'' to include, among others, any person directly or indirectly 
controlling, controlled by, or under common control with, the other 
person. Applicants state that the Settling Firm is an Affiliated Person 
of each of the other Applicants within the meaning of section 2(a)(3). 
Applicants state that the guilty plea would result in a 
disqualification of each Adviser Applicant for ten years under section 
9(a) of the Act because the Settling Firm would become the subject of a 
conviction described in 9(a)(1).
    2. Section 9(c) of the Act provides that, upon application, the 
Commission shall by order grant an exemption from the disqualification 
provisions of section 9(a) of the Act, either unconditionally or on an 
appropriate temporary or other conditional basis, to any person if that 
person establishes that: (a) the prohibitions of section 9(a), as 
applied to the person, are unduly or disproportionately severe or (b) 
the conduct of the person has been such as not to make it against the 
public interest or the protection of investors to grant the exemption. 
Applicants have filed an application pursuant to section 9(c) seeking a 
Temporary Order and a Permanent Order exempting the Applicants and 
other Covered Persons from the disqualification provisions of section 
9(a) of the Act. The Applicants and other Covered Persons may, if the 
relief is granted, in the future act in any of the capacities 
contemplated by section 9(a) of the Act subject to the applicable terms 
and conditions of the Orders.
    3. Applicants believe they meet the standards for exemption 
specified in section 9(c). Applicants assert that the (i) scope of the 
Conduct was limited and did not involve the Settling Firm or its 
Affiliated Persons performing Fund Service Activities, (ii) application 
of the statutory bar would impose potentially severe hardship on the 
Fund and its shareholders, (iii) prohibitions of section 9(a), if 
applied to the Applicants, would be unduly or disproportionately 
severe, and (iv) that the Conduct did not constitute conduct that would 
make it against the public interest or the protection of investors to 
grant the exemption from section 9(a).
    4. Applicants assert that the Conduct did not involve any of the 
Applicants acting as an investment adviser or depositor of any Fund, 
ESC, or business development company or principal underwriter for any 
Open-End Fund, UIT, or face amount certificate company registered under 
the Act. Applicants state that the Conduct similarly did not involve 
any Fund, ESC, or business development company with respect to which 
Applicants engaged in Fund Service Activities. Applicants also 
represent that the employment of the one trader who engaged in the 
Conduct was terminated, and that the trader will not be rehired. 
Moreover, the Applicant represents that no Adviser Applicant (other 
than Citibank, as employer of the one relevant FX trader) was involved 
in the Conduct.
    5. Applicants further represent that: (i) None of the current or 
former directors, officers or employees of any Applicant involved in 
performing Fund Service Activities during the Relevant Period had any 
knowledge of, or had any involvement in, the Conduct; (ii) no current 
or former employee of any Applicant or of any other Covered Person who 
previously has been or who subsequently may be identified by an 
Applicant or any U.S. or non-U.S. regulatory or enforcement agency as 
having been responsible for the Conduct will have any involvement in 
performing Fund Service Activities or will be an officer, director, or 
employee of any Applicant or of any other Covered Person; (iii) no 
employee of any Applicant or of any other Covered Person who was 
involved in the Conduct had any, or will have any future, involvement 
in the Covered Persons' activities in any capacity described in section 
9(a) of the Act; and (iv) because no personnel of any Applicant 
providing Fund Service Activities had any involvement in the Conduct, 
shareholders of the Funds were not affected any differently than if the 
Funds had received services from any other non-affiliated investment 
adviser or principal underwriter.
    6. Applicants state that if the Adviser Applicants were 
disqualified under section 9(a) of the Act from performing Fund Service 
Activities and were unable to obtain the requested exemption, the 
effect on the Funds' shareholders, the Adviser Applicants' employees, 
and on the Adviser Applicants' future businesses could be severe. 
Applicants assert that, with respect to the ESC Advisers in particular, 
their disqualification from providing advisory or sub-advisory services 
to the ESCs would not be in the public interest or in furtherance of 
the protection of investors, and indeed such disqualification would 
frustrate the expectations of the eligible employees who invested in 
the ESCs. In addition,

[[Page 30296]]

the Applicants state that Adviser Applicants have committed substantial 
resources to establishing an expertise in providing services covered by 
section 9(a) and that prohibiting the Adviser Applicants from providing 
Fund Service Activities to the Funds not only would affect Adviser 
Applicants' current and future businesses adversely, but also the 
employees of the Adviser Applicants. Applicants also assert that the 
Conduct did not constitute conduct that would make it against the 
public interest or protection of investors to issue the Orders.
    7. Applicants assert that the Adviser Applicants' inability to 
continue to serve as investment adviser or sub-adviser of the Funds 
(including as general partner providing investment advisory services to 
ESCs) would result in the Funds and their shareholders facing 
potentially severe hardship. Applicants argue that neither the 
protection of investors nor the public interest would be served by 
permitting the section 9(a) disqualifications to apply to the Adviser 
Applicants because those disqualifications would deprive the 
shareholders of the Funds of the investment advisory or sub-advisory 
services provided by the Adviser Applicants (including as general 
partner providing investment advisory services to ESCs) that 
shareholders expected the Funds would receive when they decided to 
invest in the Funds. Applicants also outline a number of other 
uncertainties, inefficiencies, and expenses that they submit would 
result from the prohibitions of section 9(a) and operate to the 
detriment of the financial interests of the Funds and their 
shareholders.
    8. Applicants have agreed that neither they nor any of the other 
Covered Persons will employ any of the current or former employees of 
Citi or any Covered Person who previously have been or who subsequently 
may be identified by the Settling Firm or any U.S. or non-U.S. 
regulatory or enforcement agency as having been responsible for the 
Conduct without first making a further application to the Commission 
pursuant to section 9(c). Applicants have also agreed that each 
Applicant (and any Covered Person) will adopt and implement policies 
and procedures reasonably designed to ensure compliance with the terms 
and conditions of the Orders. In addition, the Settling Firm, Citibank 
and Citigroup has agreed to comply in all material respects with the 
material terms and conditions of the Plea Agreement, the CFTC Order, 
the OCC Order, the FRB Order, the FCA Order, or any other orders issued 
by regulatory or enforcement agencies addressing the Conduct.
    9. Applicants further state that Citi has implemented remedial 
measures to protect against conduct similar to the Conduct, as 
described in greater detail in the application. These include certain 
remedial measures as required by the Plea Agreement, the CFTC Order, 
the OCC Order, the FRB Order, and the FCA Order, including improvements 
to the oversight, internal controls, compliance, risk management and 
audit programs for FX trading and related sales activities. 
Specifically, Citi represents that it has strengthened its governance 
structure and enhanced the overall control environment in FX trading, 
as well as other wholesale trading and benchmark activities. These 
efforts include (i) the establishment of a new Supervision and Controls 
Team within the Foreign Exchange and Local Markets business; (ii) the 
appointment of a Global Head of Markets Compliance to provide direction 
and oversight over the regional compliance personnel within Markets, 
and to coordinate global initiatives, best practices, policies and 
procedures and emerging issues in Markets; (iii) the establishment of a 
senior working group comprised of members of Markets, Compliance and 
Information Technology to coordinate initiatives that will focus on the 
development of enhanced tools designed to improve detection of market 
misconduct through transaction monitoring and communications 
surveillance; (iv) the establishment of and enhancements to transaction 
monitoring and communications surveillance processes in the 
jurisdictions in which Citibank engages in FX trading; and (v) 
enhancements to Citibank's compliance risk assessment and compliance 
testing procedures around controls for the detection and prevention of 
employee misconduct in FX trading.
    10. To provide further assurance that the exemptive relief being 
requested would be consistent with the public interest and the 
protection of investors, the Applicants have undertaken to distribute, 
as soon as reasonably practicable, written materials describing the 
circumstances that led to the Plea Agreement and the application to, 
and to offer to meet in person to discuss the materials with, the 
boards of directors or trustees of each Fund (excluding, for this 
purpose, the ESCs) for which the Adviser Applicants serve as investment 
adviser or sub-adviser, including the directors or trustees who are not 
``interested persons'' as defined in section 2(a)(19) of the Act, and 
their independent legal counsel, if any. Further, the Applicants will 
provide each Fund (excluding, for this purpose, the ESCs) with the 
information concerning the Plea Agreement and the application necessary 
for the Fund to fulfill its disclosure and other obligations under the 
federal securities laws and will provide it a copy of the Plea 
Agreement.
    11. Applicants state that certain of the Applicants and their 
affiliates have previously received orders under section 9(c) of the 
Act, as the result of conduct that triggered section 9(a), as described 
in greater detail in the application.

Applicants' Conditions

    Applicants agree that any order granted by the Commission pursuant 
to the application will be subject to the following conditions:
    1. Any temporary exemption granted pursuant to the application 
shall be without prejudice to, and shall not limit the Commission's 
rights in any manner with respect to, any Commission investigation of, 
or administrative proceedings involving or against, Covered Persons, 
including without limitation, the consideration by the Commission of a 
permanent exemption from section 9(a) of the Act requested pursuant to 
the application or the revocation or removal of any temporary 
exemptions granted under the Act in connection with the application.
    2. Neither the Applicants nor any of the other Covered Persons will 
employ any of the current or former employees of the Settling Firm or 
any Covered Person who previously has been or who subsequently may be 
identified by the Settling Firm or any U.S. or non-U.S. regulatory or 
enforcement agency as having been responsible for the Conduct, without 
first making a further application to the Commission pursuant to 
section 9(c).
    3. Each Adviser Applicant and Covered Person will adopt and 
implement policies and procedures reasonably designed to ensure that it 
will comply with the terms and conditions of the Orders within 60 days 
of the date of the Permanent Order or, with respect to condition 4, 
such date as may be contemplated by the Plea Agreement, or the CFTC 
Order, the OCC Order, the FRB Order, the FCA Order, or any other orders 
issued by regulatory or enforcement agencies addressing the Conduct.
    4. The Settling Firm, Citibank and Citigroup will comply in all 
material respects with the material terms and conditions of the Plea 
Agreement, the CFTC Order, the OCC Order, the FRB Order, the FCA Order, 
or any other orders issued by regulatory or

[[Page 30297]]

enforcement agencies addressing the Conduct.
    5. Applicants will provide written notification to the Chief 
Counsel of the Commission's Division of Investment Management with a 
copy to the Chief Counsel of the Commission's Division of Enforcement 
of a material violation of the terms and conditions of any of the 
Orders within 30 days of discovery of the material violation.

Temporary Order

    The Commission has considered the matter and finds that Applicants 
have made the necessary showing to justify granting a temporary 
exemption.
    Accordingly,
    It is hereby ordered, pursuant to section 9(c) of the Act, that the 
Applicants and any other Covered Persons are granted a temporary 
exemption from the provisions of section 9(a), solely with respect to 
the guilty plea entered into pursuant to the Plea Agreement, subject to 
the representations and conditions in the application, from June 15, 
2015 until the Commission takes final action on their application for a 
permanent order.

    By the Commission.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2015-12756 Filed 5-26-15; 8:45 am]
 BILLING CODE P

Federal Register / Vol. 80, No. 101 / Wednesday, May 27, 2015 / Notices 30293 general to protect investors and the C. Self-Regulatory Organization’s number should be included on the public interest. Statement on Comments on the subject line if email is used. To help the The Exchange believes that the Proposed Rule Change Received From Commission process and review your proposed rule change removes Members, Participants, or Others comments more efficiently, please use impediments to and perfects the The Exchange has neither solicited only one method. The Commission will mechanism of a free and open market by nor received comments on the proposed post all comments on the Commission’s codifying that the Exchange may rule change. Internet Web site (http://www.sec.gov/ directly provide to Clearing Participants rules/sro.shtml). Copies of the which guarantee that Participant’s III. Date of Effectiveness of the submission, all subsequent transactions on the Exchange the Proposed Rule Change and Timing for amendments, all written statements Participant-designated risk settings in Commission Action with respect to the proposed rule the trading system, which are designed Because the foregoing proposed rule change that are filed with the to mitigate the potential risk of ‘‘rapid change does not: (i) Significantly affect Commission, and all written fire’’ executions that could result in the protection of investors or the public communications relating to the large and unintended principal interest; (ii) impose any significant proposed rule change between the positions and expose the Participant to burden on competition; and (iii) become Commission and any person, other than unnecessary market risk. The Exchange operative for 30 days from the date on those that may be withheld from the believes that the proposed rule change which it was filed, or such shorter time public in accordance with the is consistent with the protection of as the Commission may designate, it has provisions of 5 U.S.C. 552, will be investors and the public interest become effective pursuant to Section available for Web site viewing and because it will permit Clearing 19(b)(3)(A) of the Act 13 and Rule 19b– printing in the Commission’s Public Participants with a financial interest in 4(f)(6) 14 thereunder. At any time within Reference Room, 100 F Street NE., a Participant’s risk settings to better 60 days of the filing of the proposed rule Washington, DC 20549, on official monitor and manage the potential risks change, the Commission summarily may business days between the hours of assumed by Participants with whom the temporarily suspend such rule change if 10:00 a.m. and 3:00 p.m. Copies of the Clearing Participant has entered into a it appears to the Commission that such filing will also be available for letter of guarantee, thereby providing action is necessary or appropriate in the inspection and copying at the principal Clearing Participants with greater public interest, for the protection of office of the Exchange. All comments control and flexibility over setting their investors, or otherwise in furtherance of received will be posted without change; own risk tolerance and exposure. the purposes of the Act. If the the Commission does not edit personal Commission takes such action, the identifying information from B. Self-Regulatory Organization’s submissions. You should submit only Statement on Burden on Competition Commission will institute proceedings to determine whether the proposed rule information that you wish to make The Exchange does not believe that change should be approved or available publicly. All submissions the proposed rule change will impose disapproved. should refer to File Number SR–BOX– any burden on competition not 2015–20 and should be submitted on or necessary or appropriate in furtherance IV. Solicitation of Comments before June 17, 2015. of the purposes of the Act. In this regard Interested persons are invited to For the Commission, by the Division of and as indicated above, the Exchange submit written data, views, and Trading and Markets, pursuant to delegated notes that the rule change is being arguments concerning the foregoing, authority.15 proposed as a response to a filing including whether the proposed rule Robert W. Errett, submitted by ISE.12 The proposed rule change is consistent with the Act. Deputy Secretary. change is not designed to address any Comments may be submitted by any of [FR Doc. 2015–12686 Filed 5–26–15; 8:45 am] competitive issues and does not pose an the following methods: BILLING CODE 8011–01–P undue burden on non-Clearing Electronic Comments Participants because, unlike Clearing Participants, non-Clearing Participants • Use the Commission’s Internet SECURITIES AND EXCHANGE do not guarantee the execution of a comment form (http://www.sec.gov/ COMMISSION Participant’s BOX Transactions. The rules/sro.shtml); or proposed rule change would provide • Send an email to rule-comments@ [Release No. IC–31615; File No. 812–14468] authority for the Exchange to directly sec.gov. Please include File Number SR– BOX–2015–20 on the subject line. Citicorp, et al.; Notice of Application share risk settings with Clearing and Temporary Order Participants regarding the Participants Paper Comments with whom the Clearing Participant has May 20, 2015. executed a letter of guarantee so the • Send paper comments in triplicate AGENCY: Securities and Exchange Clearing Participant can better monitor to Brent J. Fields, Secretary, Securities Commission (‘‘Commission’’) and manage the potential risks assumed and Exchange Commission, 100 F Street ACTION: Temporary order and notice of by the Participants, thereby providing NE., Washington, DC 20549–1090. All submissions should refer to File application for a permanent order under them with greater control and flexibility section 9(c) of the Investment Company over setting their own risk tolerance and Number SR–BOX–2015–20. This file Act of 1940 (‘‘Act’’). exposure. The proposed rule change is mstockstill on DSK4VPTVN1PROD with NOTICES 13 15 U.S.C. 78s(b)(3)(A). structured to offer the same 14 17 SUMMARY OF APPLICATION: Applicants CFR 240.19b–4(f)(6). As required under Rule enhancement to all Clearing 19b–4(f)(6)(iii), the Exchange provided the have received a temporary order Participants, regardless of size, and Commission with written notice of its intent to file (‘‘Temporary Order’’) exempting them would not impose a competitive burden the proposed rule change, along with a brief from section 9(a) of the Act, with on any participant. description and the text of the proposed rule change, at least five business days prior to the date respect to a guilty plea entered on May of filing of the proposed rule change, or such 12 See supra, note 6. shorter time as designated by the Commission. 15 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 16:45 May 26, 2015 Jkt 235001 PO 00000 Frm 00088 Fmt 4703 Sfmt 4703 E:\FR\FM\27MYN1.SGM 27MYN1

30294 Federal Register / Vol. 80, No. 101 / Wednesday, May 27, 2015 / Notices 20, 2015, by the Settling Firm (as Meeks, Senior Counsel, or Holly Hunter- subsidiaries. None of the ESC Advisers defined below) in the United States Ceci, Branch Chief, at (202) 551–6825 perform any Fund Service Activities for District Court for the District of (Division of Investment Management, any Funds other than the ESCs. The Connecticut (the ‘‘District Court’’) in Chief Counsel’s Office). ESCs have been exempted from all connection with a plea agreement (‘‘Plea SUPPLEMENTARY INFORMATION: The provisions of the Act and the rules and Agreement’’) between the Settling Firm following is a temporary order and a regulations thereunder, except for and the United States Department of summary of the application. The certain sections, including section 9, Justice (‘‘DOJ’’), until the Commission complete application may be obtained pursuant to a Commission order.2 takes final action on an application for via the Commission’s Web site by 2. While no existing company of a permanent order (the ‘‘Permanent searching for the file number, or an which the Settling Firm is an affiliated Order,’’ and with the Temporary Order, applicant using the Company name box, person within the meaning of section the ‘‘Orders’’). Applicants also have at http://www.sec.gov/search/ 2(a)(3) of the Act (‘‘Affiliated Person’’), applied for a Permanent Order. search.htm, or by calling (202) 551– other than the Adviser Applicants, APPLICANTS: Citicorp, a Delaware 8090. currently serves or acts as an investment corporation, (the ‘‘Settling Firm’’), adviser or depositor of any Fund, Applicants’ Representations employees’ securities company or Citigroup Global Markets Inc. (‘‘CGMI’’), CEFOF GP I Corp. (‘‘CEFOF’’), CELFOF 1. Citigroup Inc. (‘‘Citigroup’’ or investment company that has elected to GP Corp. (‘‘CELFOF’’), Citibank, N.A. ‘‘Citi’’), the parent company of the be treated as a business development (‘‘Citibank’’), Citigroup Alternative Settling Firm, CGMI and the other company under the Act, or principal Investments LLC (‘‘Citigroup Adviser Applicants, is a global financial underwriter (as defined in section Alternative’’), Citigroup Capital Partners holding company whose businesses 2(a)(29) of the Act) for any open-end I GP I Corp. (‘‘CCP I’’), Citigroup Capital provide a broad range of financial management investment company Partners I GP II Corp. (‘‘CCP II’’), services. The Settling Firm is a financial registered under the Act (‘‘Open-End Citigroup Private Equity (Offshore) LLC services holding company and the direct Fund’’), unit investment trust registered (‘‘CPE (Offshore)’’), and Citigroup First parent company of Citibank. CGMI, a under the Act (‘‘UIT’’), or face-amount Investment Management Americas LLC New York corporation and an Affiliated certificate company registered under the (‘‘CFIMA’’, and along, together with Person of the Settling Firm, is a full Act (such activities, ‘‘Fund Service CGMI, CEFOF, CELFOF, Citibank, service investment banking firm. CGMI Activities’’), Applicants request that any Citigroup Alternative, CCP I, CCP II, and engages in securities underwriting, sales relief granted also apply to any existing CPE (Offshore), the ‘‘Adviser and trading, investment banking, company of which the Settling Firm is Applicants’’ and the Settling Firm financial advisory and investment an Affiliated Person, and to any other together with the Adviser Applicants, research services. CGMI is registered as company of which the Settling Firm the ‘‘Applicants’’). a broker-dealer under the Securities may become an Affiliated Person in the FILING DATE: The application was filed Exchange Act of 1934 (‘‘Exchange Act’’) future (together with the Applicants, the on May 20, 2015. and as an investment adviser under the ‘‘Covered Persons’’) with respect to any HEARING OR NOTIFICATION OF HEARING: An Investment Advisers Act of 1940 activity contemplated by section 9(a) of order granting the application will be (‘‘Advisers Act’’). CGMI currently does the Act. issued unless the Commission orders a not perform Fund Service Activities (as 3. The DOJ has conducted an hearing. Interested persons may request defined below) for any Fund1, but it investigation of certain conduct and a hearing by writing to the may seek to do so in the future. CFIMA, practices of Citi and others in the Commission’s Secretary and serving a Delaware limited liability company foreign currency exchange (‘‘FX’’) spot Applicants with a copy of the request, and an Affiliated Person of the Settling market. To resolve the DOJ’s personally or by mail. Hearing requests Firm, is registered as an investment investigation, the Settling Firm entered should be received by the Commission adviser under the Advisers Act and into the Plea Agreement, pursuant to by 5:30 p.m. on June 15, 2015, and serves as investment adviser to one which the Settling Firm has pleaded should be accompanied by proof of Fund. CFIMA currently does not serve guilty to one count of an antitrust service on Applicants, in the form of an as depositor or principal underwriter for violation of 15 U.S.C. 1. As set forth in affidavit, or for lawyers, a certificate of any Fund, but it may seek to do so in the Plea Agreement, from at least service. Pursuant to rule 0–5 under the the future. Each of CEFOF, CELFOF, December 2007 and continuing to at Act, hearing requests should state the Citibank, Citigroup Alternative, CCP I, least January 2013 (the ‘‘Relevant nature of the writer’s interest, any facts CCP II and CPE (Offshore) (collectively, Period’’), the Settling Firm, through one bearing upon the desirability of a the ‘‘ESC Advisers’’) is an Affiliated London-based euro/U.S. dollar (‘‘EUR/ hearing on the matter, the reason for the Person of the Settling Firm and serves USD’’) trader employed by Citibank, a request, and the issues contested. as investment adviser to certain ESCs subsidiary of the Settling Firm and an Persons who wish to be notified of a (ESCs are included in the term ‘‘Funds’’) Applicant hereto, and other traders at hearing may request notification by sponsored by Citigroup and its unrelated financial services firms acting writing to the Commission’s Secretary. as dealers in the FX spot market entered ADDRESSES: Secretary, U.S. Securities 1 For purposes of the application ‘‘Funds’’ refers into and engaged in a conspiracy to fix, and Exchange Commission, 100 F Street to any registered investment company, business stabilize, maintain, increase or decrease development company, or employees’ securities the price of, and rig bids and offers for, NE., Washington, DC 20549–1090; company (as defined in section 2(a)(13) of the Act) Applicants: The Settling Firm and for which a Covered Person serves or may in the the EUR/USD currency pair exchanged mstockstill on DSK4VPTVN1PROD with NOTICES Citibank: 399 Park Avenue, New York, future serve as an investment adviser (as defined in in the FX spot market by agreeing to NY 10043 CGMI, CEFOF, CELFOF, section 2(a)(20) of the Act), sub-adviser, general eliminate competition in the purchase partner or depositor, or any registered open-end and sale of the EUR/USD currency pair Citigroup Alternative, CCP I, CCP II, investment company, registered unit investment CPE (Offshore), and CFIMA: 388 trust or registered face amount certificate company in the United States and elsewhere (the Greenwich Street, New York, NY 10013. for which a Covered Person (as defined above) serves or may in the future serve as principal 2 Greenwich Street Employees Fund, L.P., et al., FOR FURTHER INFORMATION CONTACT: Kyle underwriter (as defined in section 2(a)(29) of the Investment Company Act Release Nos. 25324 (Dec. R. Ahlgren, Senior Counsel, Vanessa M. Act). 21, 2001) (notice) and 25367 (Jan. 16, 2002) (order). VerDate Sep<11>2014 16:45 May 26, 2015 Jkt 235001 PO 00000 Frm 00089 Fmt 4703 Sfmt 4703 E:\FR\FM\27MYN1.SGM 27MYN1

Federal Register / Vol. 80, No. 101 / Wednesday, May 27, 2015 / Notices 30295 ‘‘Conduct’’). The Conduct included near Act defines the term ‘‘convicted’’ to development company or principal daily conversations, some of which include a plea of guilty. Section 9(a)(3) underwriter for any Open-End Fund, were in code, in an exclusive electronic of the Act extends the prohibitions of UIT, or face amount certificate company chat room used by certain EUR/USD section 9(a)(1) to a company any registered under the Act. Applicants traders, including the EUR/USD trader Affiliated Person of which has been state that the Conduct similarly did not employed by Citibank. The Conduct disqualified under the provisions of involve any Fund, ESC, or business forms the basis for the DOJ’s antitrust section 9(a)(1). Section 2(a)(3) of the Act development company with respect to charge that the Settling Firm violated 15 defines ‘‘affiliated person’’ to include, which Applicants engaged in Fund U.S.C. 1. among others, any person directly or Service Activities. Applicants also 4. Under the terms of the Plea indirectly controlling, controlled by, or represent that the employment of the Agreement, the DOJ and the Settling under common control with, the other one trader who engaged in the Conduct Firm have agreed that the District Court person. Applicants state that the was terminated, and that the trader will should impose a sentence requiring the Settling Firm is an Affiliated Person of not be rehired. Moreover, the Applicant Settling Firm to pay a criminal fine of each of the other Applicants within the represents that no Adviser Applicant $925 million. The Plea Agreement also meaning of section 2(a)(3). Applicants (other than Citibank, as employer of the provides for a three-year term of state that the guilty plea would result in one relevant FX trader) was involved in probation, with conditions to include, a disqualification of each Adviser the Conduct. among other things, Citi’s continued Applicant for ten years under section 5. Applicants further represent that: implementation of a compliance 9(a) of the Act because the Settling Firm (i) None of the current or former program designed to prevent and detect would become the subject of a directors, officers or employees of any the Conduct throughout its operations, conviction described in 9(a)(1). Applicant involved in performing Fund and Citi’s further strengthening of its 2. Section 9(c) of the Act provides Service Activities during the Relevant compliance and internal controls as that, upon application, the Commission Period had any knowledge of, or had required by other regulatory or shall by order grant an exemption from any involvement in, the Conduct; (ii) no enforcement agencies that have the disqualification provisions of current or former employee of any addressed the Conduct, including the section 9(a) of the Act, either Applicant or of any other Covered U.S. Commodity Futures Trading unconditionally or on an appropriate Person who previously has been or who Commission (‘‘CFTC’’), pursuant to its temporary or other conditional basis, to subsequently may be identified by an settlement with Citibank on November any person if that person establishes Applicant or any U.S. or non-U.S. 11, 2014, requiring remedial measures that: (a) the prohibitions of section 9(a), regulatory or enforcement agency as to strengthen the control framework as applied to the person, are unduly or having been responsible for the Conduct governing Citi’s FX trading business (the disproportionately severe or (b) the will have any involvement in ‘‘CFTC Order’’); the U.S. Treasury conduct of the person has been such as performing Fund Service Activities or Department’s Office of the Comptroller not to make it against the public interest will be an officer, director, or employee of the Currency (‘‘OCC’’), pursuant to its or the protection of investors to grant of any Applicant or of any other settlement with Citibank on November the exemption. Applicants have filed an Covered Person; (iii) no employee of any 11, 2014, requiring remedial measures application pursuant to section 9(c) Applicant or of any other Covered to improve the control framework seeking a Temporary Order and a Person who was involved in the governing Citi’s wholesale trading and Permanent Order exempting the Conduct had any, or will have any benchmark activities (the ‘‘OCC Order’’); Applicants and other Covered Persons future, involvement in the Covered the U.K. Financial Conduct Authority from the disqualification provisions of Persons’ activities in any capacity (‘‘FCA’’), pursuant to its settlement with section 9(a) of the Act. The Applicants described in section 9(a) of the Act; and Citibank on November 11, 2014 (the and other Covered Persons may, if the (iv) because no personnel of any ‘‘FCA Order’’); and the U.S. Board of relief is granted, in the future act in any Applicant providing Fund Service Governors of the Federal Reserve of the capacities contemplated by Activities had any involvement in the System (‘‘FRB’’), pursuant to its section 9(a) of the Act subject to the Conduct, shareholders of the Funds settlement with Citigroup entered into applicable terms and conditions of the were not affected any differently than if concurrently with the DOJ resolution, Orders. the Funds had received services from requiring remedial measures to improve 3. Applicants believe they meet the any other non-affiliated investment controls for FX trading and activities standards for exemption specified in adviser or principal underwriter. involving commodities and interest rate section 9(c). Applicants assert that the 6. Applicants state that if the Adviser products where Citi acts as principal (i) scope of the Conduct was limited and Applicants were disqualified under (the ‘‘FRB Order’’). did not involve the Settling Firm or its section 9(a) of the Act from performing Affiliated Persons performing Fund Fund Service Activities and were Applicants’ Legal Analysis Service Activities, (ii) application of the unable to obtain the requested 1. Section 9(a)(1) of the Act provides, statutory bar would impose potentially exemption, the effect on the Funds’ in pertinent part, that a person may not severe hardship on the Fund and its shareholders, the Adviser Applicants’ serve or act as an investment adviser or shareholders, (iii) prohibitions of employees, and on the Adviser depositor of any registered investment section 9(a), if applied to the Applicants’ future businesses could be company or a principal underwriter for Applicants, would be unduly or severe. Applicants assert that, with any registered open-end investment disproportionately severe, and (iv) that respect to the ESC Advisers in mstockstill on DSK4VPTVN1PROD with NOTICES company, registered unit investment the Conduct did not constitute conduct particular, their disqualification from trust, or registered face-amount that would make it against the public providing advisory or sub-advisory certificate company, if such person interest or the protection of investors to services to the ESCs would not be in the within ten years has been convicted of grant the exemption from section 9(a). public interest or in furtherance of the any felony or misdemeanor, including 4. Applicants assert that the Conduct protection of investors, and indeed such those arising out of such person’s did not involve any of the Applicants disqualification would frustrate the conduct as a bank or an Affiliated acting as an investment adviser or expectations of the eligible employees Person of a bank. Section 2(a)(10) of the depositor of any Fund, ESC, or business who invested in the ESCs. In addition, VerDate Sep<11>2014 16:45 May 26, 2015 Jkt 235001 PO 00000 Frm 00090 Fmt 4703 Sfmt 4703 E:\FR\FM\27MYN1.SGM 27MYN1

30296 Federal Register / Vol. 80, No. 101 / Wednesday, May 27, 2015 / Notices the Applicants state that Adviser or enforcement agencies addressing the each Fund (excluding, for this purpose, Applicants have committed substantial Conduct. the ESCs) with the information resources to establishing an expertise in 9. Applicants further state that Citi concerning the Plea Agreement and the providing services covered by section has implemented remedial measures to application necessary for the Fund to 9(a) and that prohibiting the Adviser protect against conduct similar to the fulfill its disclosure and other Applicants from providing Fund Service Conduct, as described in greater detail obligations under the federal securities Activities to the Funds not only would in the application. These include certain laws and will provide it a copy of the affect Adviser Applicants’ current and remedial measures as required by the Plea Agreement. future businesses adversely, but also the Plea Agreement, the CFTC Order, the 11. Applicants state that certain of the employees of the Adviser Applicants. OCC Order, the FRB Order, and the FCA Applicants and their affiliates have Applicants also assert that the Conduct Order, including improvements to the previously received orders under did not constitute conduct that would oversight, internal controls, compliance, section 9(c) of the Act, as the result of make it against the public interest or risk management and audit programs for conduct that triggered section 9(a), as protection of investors to issue the FX trading and related sales activities. described in greater detail in the Orders. Specifically, Citi represents that it has application. 7. Applicants assert that the Adviser strengthened its governance structure Applicants’ Conditions Applicants’ inability to continue to and enhanced the overall control serve as investment adviser or sub- environment in FX trading, as well as Applicants agree that any order adviser of the Funds (including as other wholesale trading and benchmark granted by the Commission pursuant to general partner providing investment activities. These efforts include (i) the the application will be subject to the advisory services to ESCs) would result establishment of a new Supervision and following conditions: in the Funds and their shareholders Controls Team within the Foreign 1. Any temporary exemption granted facing potentially severe hardship. Exchange and Local Markets business; pursuant to the application shall be Applicants argue that neither the (ii) the appointment of a Global Head of without prejudice to, and shall not limit protection of investors nor the public Markets Compliance to provide the Commission’s rights in any manner interest would be served by permitting direction and oversight over the regional with respect to, any Commission the section 9(a) disqualifications to compliance personnel within Markets, investigation of, or administrative apply to the Adviser Applicants because and to coordinate global initiatives, best proceedings involving or against, those disqualifications would deprive practices, policies and procedures and Covered Persons, including without the shareholders of the Funds of the emerging issues in Markets; (iii) the limitation, the consideration by the investment advisory or sub-advisory establishment of a senior working group Commission of a permanent exemption services provided by the Adviser comprised of members of Markets, from section 9(a) of the Act requested Applicants (including as general partner Compliance and Information pursuant to the application or the providing investment advisory services Technology to coordinate initiatives that revocation or removal of any temporary to ESCs) that shareholders expected the will focus on the development of exemptions granted under the Act in Funds would receive when they enhanced tools designed to improve connection with the application. decided to invest in the Funds. detection of market misconduct through 2. Neither the Applicants nor any of Applicants also outline a number of transaction monitoring and the other Covered Persons will employ other uncertainties, inefficiencies, and communications surveillance; (iv) the any of the current or former employees expenses that they submit would result establishment of and enhancements to of the Settling Firm or any Covered from the prohibitions of section 9(a) and transaction monitoring and Person who previously has been or who operate to the detriment of the financial communications surveillance processes subsequently may be identified by the interests of the Funds and their in the jurisdictions in which Citibank Settling Firm or any U.S. or non-U.S. shareholders. engages in FX trading; and (v) regulatory or enforcement agency as 8. Applicants have agreed that neither enhancements to Citibank’s compliance having been responsible for the they nor any of the other Covered risk assessment and compliance testing Conduct, without first making a further Persons will employ any of the current procedures around controls for the application to the Commission pursuant or former employees of Citi or any detection and prevention of employee to section 9(c). Covered Person who previously have misconduct in FX trading. 3. Each Adviser Applicant and been or who subsequently may be 10. To provide further assurance that Covered Person will adopt and identified by the Settling Firm or any the exemptive relief being requested implement policies and procedures U.S. or non-U.S. regulatory or would be consistent with the public reasonably designed to ensure that it enforcement agency as having been interest and the protection of investors, will comply with the terms and responsible for the Conduct without the Applicants have undertaken to conditions of the Orders within 60 days first making a further application to the distribute, as soon as reasonably of the date of the Permanent Order or, Commission pursuant to section 9(c). practicable, written materials describing with respect to condition 4, such date as Applicants have also agreed that each the circumstances that led to the Plea may be contemplated by the Plea Applicant (and any Covered Person) Agreement and the application to, and Agreement, or the CFTC Order, the OCC will adopt and implement policies and to offer to meet in person to discuss the Order, the FRB Order, the FCA Order, procedures reasonably designed to materials with, the boards of directors or or any other orders issued by regulatory ensure compliance with the terms and trustees of each Fund (excluding, for or enforcement agencies addressing the mstockstill on DSK4VPTVN1PROD with NOTICES conditions of the Orders. In addition, this purpose, the ESCs) for which the Conduct. the Settling Firm, Citibank and Adviser Applicants serve as investment 4. The Settling Firm, Citibank and Citigroup has agreed to comply in all adviser or sub-adviser, including the Citigroup will comply in all material material respects with the material directors or trustees who are not respects with the material terms and terms and conditions of the Plea ‘‘interested persons’’ as defined in conditions of the Plea Agreement, the Agreement, the CFTC Order, the OCC section 2(a)(19) of the Act, and their CFTC Order, the OCC Order, the FRB Order, the FRB Order, the FCA Order, independent legal counsel, if any. Order, the FCA Order, or any other or any other orders issued by regulatory Further, the Applicants will provide orders issued by regulatory or VerDate Sep<11>2014 16:45 May 26, 2015 Jkt 235001 PO 00000 Frm 00091 Fmt 4703 Sfmt 4703 E:\FR\FM\27MYN1.SGM 27MYN1

Federal Register / Vol. 80, No. 101 / Wednesday, May 27, 2015 / Notices 30297 enforcement agencies addressing the Institution and settlement of HEARING OR NOTIFICATION OF HEARING: An Conduct. administrative proceedings; order granting the application will be 5. Applicants will provide written Opinion; and issued unless the Commission orders a notification to the Chief Counsel of the Other matters relating to enforcement hearing. Interested persons may request Commission’s Division of Investment proceedings. a hearing by writing to the Management with a copy to the Chief At times, changes in Commission Commission’s Secretary and serving Counsel of the Commission’s Division of priorities require alterations in the Applicants with a copy of the request, Enforcement of a material violation of scheduling of meeting items. personally or by mail. Hearing requests the terms and conditions of any of the For further information and to should be received by the Commission Orders within 30 days of discovery of ascertain what, if any, matters have been by 5:30 p.m. on June 15, 2015, and the material violation. added, deleted or postponed, please should be accompanied by proof of Temporary Order contact the Office of the Secretary at service on Applicants, in the form of an (202) 551–5400. affidavit, or for lawyers, a certificate of The Commission has considered the service. Pursuant to rule 0–5 under the Dated: May 21, 2015. matter and finds that Applicants have Act, hearing requests should state the made the necessary showing to justify Lynn M. Powalski, nature of the writer’s interest, any facts granting a temporary exemption. Deputy Secretary. bearing upon the desirability of a Accordingly, [FR Doc. 2015–12960 Filed 5–22–15; 4:15 pm] hearing on the matter, the reason for the It is hereby ordered, pursuant to BILLING CODE 8011–01–P request, and the issues contested. section 9(c) of the Act, that the Persons who wish to be notified of a Applicants and any other Covered hearing may request notification by Persons are granted a temporary SECURITIES AND EXCHANGE writing to the Commission’s Secretary. exemption from the provisions of COMMISSION ADDRESSES: Secretary, U.S. Securities section 9(a), solely with respect to the [Release No. IC–31612; File No. 812–14465] and Exchange Commission, 100 F guilty plea entered into pursuant to the Street, NE., Washington, DC 20549– Plea Agreement, subject to the UBS AG, et al.; Notice of Application 1090; Applicants: UBS AG and ESC GP: representations and conditions in the and Temporary Order c/o UBS Investment Bank, 677 application, from June 15, 2015 until the Washington Boulevard, Stamford, CT Commission takes final action on their May 20, 2015. 06901; UBS Alternative: 677 application for a permanent order. AGENCY: Securities and Exchange Washington Boulevard, Stamford, CT By the Commission. Commission (‘‘Commission’’) 06901; UBS O’Connor and UBS Global Jill M. Peterson, ACTION: Temporary order and notice of AM Americas: One North Wacker Drive, Assistant Secretary. application for a permanent order under Chicago, IL 60606; UBS Global AM US: [FR Doc. 2015–12756 Filed 5–26–15; 8:45 am] section 9(c) of the Investment Company 1285 Avenue of the Americas, 12th Act of 1940 (‘‘Act’’). Floor, New York, NY 10019. BILLING CODE P FOR FURTHER INFORMATION CONTACT: SUMMARY OF APPLICATION: Applicants David Joire, Senior Counsel, Parisa SECURITIES AND EXCHANGE have received a temporary order Haghshenas, Senior Counsel, or Holly COMMISSION (‘‘Temporary Order’’) exempting them Hunter-Ceci, Branch Chief, at (202) 551– from section 9(a) of the Act, with 6825 (Division of Investment Sunshine Act Meeting respect to a guilty plea entered on May Management, Chief Counsel’s Office). 20, 2015, by UBS AG (‘‘UBS AG’’ or the Notice is hereby given, pursuant to SUPPLEMENTARY INFORMATION: The ‘‘Settling Firm’’) in the United States the provisions of the Government in the District Court for the District of following is a temporary order and a Sunshine Act, Public Law 94–409, that Connecticut (the ‘‘District Court’’) in summary of the application. The the Securities and Exchange connection with a plea agreement (‘‘Plea complete application may be obtained Commission will hold a Closed Meeting Agreement’’) between the Settling Firm via the Commission’s Web site by on Thursday, May 28, 2015 at 2 p.m. and the United States Department of searching for the file number, or an Commissioners, Counsel to the Justice (‘‘DOJ’’), until the Commission applicant using the Company name box, Commissioners, the Secretary to the takes final action on an application for at http://www.sec.gov/search/ Commission, and recording secretaries a permanent order (the ‘‘Permanent search.htm, or by calling (202) 551– will attend the Closed Meeting. Certain Order,’’ and with the Temporary Order, 8090. staff members who have an interest in the ‘‘Orders’’). Applicants also have Applicants’ Representations the matters also may be present. applied for a Permanent Order. The General Counsel of the 1. As set forth below, the Applicants APPLICANTS: UBS AG (‘‘UBS AG’’ or the collectively serve as investment adviser Commission, or her designee, has certified that, in her opinion, one or ‘‘Settling Firm’’), UBS IB Co-Investment (as defined in section 2(a)(20) of the more of the exemptions set forth in 2001 GP Limited (‘‘ESC GP’’), UBS Act) to 90 investment management 5 U.S.C. 552b(c)(3), (5), (7), 9(B) and (10) Alternative and Quantitative companies registered under the Act or and 17 CFR 200.402(a)(3), (5), (7), 9(ii) Investments LLC (‘‘UBS Alternative’’), series thereof and to two employees’ and (10), permit consideration of the UBS O’Connor LLC (‘‘UBS O’Connor’’), securities companies (‘‘ESCs’’), and as UBS Global Asset Management mstockstill on DSK4VPTVN1PROD with NOTICES scheduled matter at the Closed Meeting. principal underwriter (as defined in Commissioner Aguilar, as duty (Americas) Inc. (‘‘UBS Global AM section 2(a)(29) of the Act) to eight officer, voted to consider the items Americas’’), and UBS Global Asset open-end registered investment listed for the Closed Meeting in closed Management (US) Inc. (‘‘UBS Global companies under the Act (‘‘Open-End session. AM US’’) (each an ‘‘Applicant’’ and Funds’’) (each a ‘‘Fund,’’ collectively, The subject matter of the Closed together, the ‘‘Applicants’’). ‘‘Funds’’). Meeting will be: FILING DATE: The application was filed 2. UBS AG, a company organized Institution of injunctive actions; on May 20, 2015. under the laws of Switzerland, is a VerDate Sep<11>2014 16:45 May 26, 2015 Jkt 235001 PO 00000 Frm 00092 Fmt 4703 Sfmt 4703 E:\FR\FM\27MYN1.SGM 27MYN1


Document Created: 2015-12-15 15:35:55
Document Modified: 2015-12-15 15:35:55
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
ActionTemporary order and notice of application for a permanent order under section 9(c) of the Investment Company Act of 1940 (``Act'').
DatesThe application was filed on May 20, 2015.
ContactKyle R. Ahlgren, Senior Counsel, Vanessa M. Meeks, Senior Counsel, or Holly Hunter-Ceci, Branch Chief, at (202) 551-6825 (Division of Investment Management, Chief Counsel's Office).
FR Citation80 FR 30293 
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