[Federal Register Volume 66, Number 173 (Thursday, September 6, 2001)]
[Notices]
[Pages 46666-46670]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-22385]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 25145; 812-12070]


Keeper Holdings, LLC, et al.; Notice of Application

August 29, 2001.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application for an order under sections 6(c) and 
17(b) of the Investment Company Act of 1940 (the ``Act'') for an 
exemption from sections 17(a)(1), 17(a)(2) and 17(a)(3) of the Act, 
under section 6(c) of the Act for an exemption from section 17(e) of 
the Act and rule 17e-1 under the Act, and under section 17(d) of the 
Act and rule 17d-1 under the Act permitting certain joint transactions.

-----------------------------------------------------------------------

SUMMARY OF THE APPLICATION: The order would permit (1) registered 
investment companies (``funds'') for which certain affiliates of State 
Street Corporation (``State Street'') act as investment adviser, 
promoter or principal underwriter to engage in certain transactions 
with certain affiliates of Citigroup, Inc. (``Citigroup''), and (2) 
funds for which certain affiliates of Citigroup act as investment 
adviser, promoter or principal underwriter to engage in certain 
transactions with certain affiliates of State Street.
    Applicants: Keeper Holdings, LLC (the ``Citigroup Member'') and 
State Street Bank and Trust Company (the ``State Street Member'').
    Filing Dates: The application was filed on April 24, 2000 and 
amended on August 28, 2001.
    Hearing or Notification of Hearing: An order granting the 
application will be issued unless the SEC orders a hearing. Interested 
persons may request a hearing by writing to the SEC's Secretary and 
serving applicant with a copy of the request, personally or by mail. 
Hearing requests should be received by the SEC by 5:30 p.m. on 
September 24, 2001, and should be accompanied by proof of service on 
applicant, in the form of an affidavit or, for lawyers, a certificate 
of service. Hearing requests should state the nature of the writer's 
interest, 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 SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, NW, Washington, DC 20549-
0609. Applicants, c/o Keeper Holdings, LLC, Travelers Life and Annuity, 
One Tower Square, Hartford, Connecticut 06183.

FOR FURTHER INFORMATION CONTACT: Marilyn Mann, Senior Counsel, at (202) 
942-0582, or Mary Kay Frech, Branch Chief, at (202) 942-0564, (Division 
of Investment Management, Office of Investment Company Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
SEC's Public Reference Branch, 450 5th Street, NW., Washington, DC 
20549-0102 (tel. 202-942-8090).

Applicants' Representations

    1. Citigroup is a large diversified financial services company. It 
currently has ten investment advisory subsidiaries (including Citibank 
N.A.) that collectively act as investment adviser to at least 111 funds 
consisting of at least 289 portfolios. Its subsidiaries Salomon Smith 
Barney Inc. and Citibank, N.A. are among the largest underwriters, 
dealers and/or brokers in securities, commodities, foreign exchange, 
commercial loans, securities loans, derivative instruments and other 
financial instruments and conduct hundreds of billions of dollars per 
year of principal and agency transactions with funds.
    2. State Street provides transfer agency, custody or administration 
services for funds and other investment vehicles holding at least $6 
trillion in assets as of December 31, 1999, including 16 Ctigroup 
funds, as defined below. SSgA Funds Management, Inc. a subsidiary of 
State Street (``Funds Management''), acts as investment adviser to at 
least 27 funds consisting of at least 91 portfolios.\1\ Funds 
Management in registered under the Investment Advisers Act of 1940 (the 
``Advisers Act''). State Street also has three investment advisory 
subsidiaries registered under the Advisers Act, each of which manages 
one fund. State Street currently engages in a large volume of principal 
and agency transactions with third party funds, in areas such as 
securities, foreign exchange, settlement credit, repurchase agreements, 
securities loans, derivative instruments and other financial 
instruments.
---------------------------------------------------------------------------

    \1\ Prior to May 2001 these services were provided through the 
State Street Global Advisors division of the State Street Member. 
However, as a result of the Gramm-Leach-Bliley Act of 1999, State 
Street now provides these services through funds Management.
---------------------------------------------------------------------------

    3. On December 9, 1999, Citigroup and State Street, through the 
Citigroup Member and the State Street Member, entered into a definitive 
agreement to form and operate a joint venture, for the primary purpose 
of providing recordkeeping and other bundled services for defined 
benefit and defined contribution pension plans (the ``Venture''). The 
Venture consists of CitiStreet LLC (``CitiStreet'') and persons 
controlled by CitiStreet (together with CitiStreet, the ``Venture 
Entities''). The State Street Member and the Citigroup Member each own 
50% of CitiStreet. State Street obtained its interest by contributing 
its recordkeeping business for institutional clients, primarily defined 
contribution pension plans, and its benefits outsourcing business, 
which provide services for defined benefit and health and welfare 
benefit plans. Citigroup obtained its interest by contributing cash and 
its interest in various subsidiaries engaged in defined contribution 
plan recordkeeping, plan communication and administration services, 
investment advisory services and related products and services for

[[Page 46667]]

business, government and tax-exempt organization employers and their 
participants. The State Street Member and the Citigroup Member each has 
a 50% interest in the profits of the Venture. The Venture will operate 
and expand the businesses contributed by State Street and Citigroup for 
the purpose of marketing and providing bundled recordkeeping and 
administrative services and, to a lesser extent, investment advisory 
and broker-dealer services and outsourcing services, for defined 
benefit and defined contribution retirement plans and for health and 
welfare benefit plans, both in the United States and globally, for 
business and not-for-profit entities. One of the Venture Entities acts 
as investment adviser for, and another as the principal underwriter 
for, a fund consisting of six portfolios, the shares of which are held 
exclusively by various variable annuity accounts sold by various of the 
Venture Entities. No fund advised, promoted or distributed by a Venture 
Entity would be covered by the requested order.
    4. The Venture will conduct its own businesses, operating 
completely separately from the business units of either State Street or 
Citigroup. CitiStreet is managed by its board of managers (the 
``Board''), which has delegated day-to-day management authority to 
CitiStreet's chief executive officer but retains the ability to revoke 
all or a portion of such authority at any time. The Board consists of 
twelve individuals, five chosen by the Citigroup Member, five by the 
State Street Member and two (from the Venture's officers) by the 
Citigroup Member and the State Street Member together. Certain material 
contracts, incentive compensation and pension plans, hiring or firing 
the chief financial officer and approval of annual budgets and business 
plans require unanimous approval by the non-management members of the 
Board. Certain extraordinary actions, such as hiring or firing the 
chief executive officer, capital calls, acquisitions, change in 
business purpose, changing the distribution policy, liquidating, 
commencing bankruptcy proceedings, amending the joint venture agreement 
and redeeming interests, require the direct approval of each of the 
Citigroup Member and the State Street Member.
    5. CitiStreet has adopted policies on behalf of itself and the 
other Venture Entities prohibiting any information regarding investment 
advisory and portfolio execution matters relating to the Citigroup 
Funds and the State Street Funds, each as defined below, from being 
communicated between the Venture Entities, on the one hand, and the 
Citigroup asset management units and the State Street asset management 
units, on the other hand.
    6. The Citigroup Member is indirectly wholly owned by Citigroup 
through a chain of intermediate holding companies and The Travelers 
Insurance Company and is a sister company to, rather than owned or 
controlled by, any of Citigroup's banking companies, broker-dealer 
units or investment management units. The Citigroup Member is a holding 
company the sole purpose of which is to hold Citigroup's interest in 
CitiStreet. It does not conduct any business other than acting as a 50% 
owner of CitiStreet. Its managing member is Plaza, LLC. Its only other 
member is SSB Keeper Holdings, LLC. The Citigroup Member has no 
officers.
    7. The legal entity serving as the State Street Member is State 
Street Bank and Trust Company, which is the primary operating entity of 
State Street. State Street's interest in the Venture is supervised by 
the senior executives who serve as members of the Board, none of whom 
are involved in day-to-day administration or investment management of 
the State Street Funds (as defined below).
    8. The applicants seek relief under sections 6(c), 17(b) and 17(d) 
of the Act and rule 17d-1 under the Act on behalf of (a) Citigroup 
Member, Citigroup and any entity controlling, controlled by or under 
common control with Citigroup other than the Venture Entities and (b) 
State Street Member, State Street and any entity controlling, 
controlled by or under common control with State Street other than the 
Venture Entities. The persons referred to in clause (a) of the 
preceding sentence are referred to as the ``Citigroup Affiliates'' and 
those referred to in clause (b) are referred to as the ``State Street 
Affiliates.'' The requested order would permit the Citigroup Affiliates 
to engage in Covered Transactions (as defined below) with any fund or 
portfolio thereof for which one or more of the State Street Affiliates 
acts as the investment adviser or as the promoter or principal 
underwriter (the ``State Street Funds''). The requested order would 
also permit the State Street Affiliates to engage in Covered 
Transactions with any fund or portfolio thereof for which one or more 
of the Citigroup Affiliates acts as the investment adviser or as the 
promoter or principal underwriter (the ``Citigroup Funds'').
    9. The ``Covered Transactions'' are transactions between (a) State 
Street Funds and Citigroup Affiliates and (b) Citigroup Funds and State 
Street Affiliates that would be prohibited or restricted by sections 
17(a)(1), 17(a)(2), 17(a)(3), 17(d) (and rule 17d-1 thereunder), 
17(e)(1), 17(e)(2) (and paragraphs (b) and (d) of rule 17e-1 
thereunder) solely because (a) Citigroup Affiliates may be deemed to be 
affiliated persons of an affiliated person (the Venture) of the State 
Street Funds and (b) State Street Affiliates may be deemed to be 
affiliated persons of an affiliated person (the Venture) of the 
Citigroup Funds, in each case solely by reason of Citigroup's and State 
Street's interest in and control over the Venture through the Citigroup 
Member or the State Street Member, respectively.
    10. Citigroup will operate the fund investment management 
businesses conducted by Citigroup Affiliates independently of its 
broker-dealer, foreign exchange, commodities, custody and other 
businesses that would be likely to seek to conduct business with the 
State Street Funds. Independent operation would consist of separate 
line-of-business management, a separate compensation system that does 
not reward employees based on business done by other business units of 
Citigroup with the Venture or the State Street Affiliates, and separate 
investment portfolio and transaction execution management in which the 
other business units do not have input.
    11. All Citigroup Affiliates are subject to confidentiality and 
``Chinese Wall'' policies designed to keep information about customers 
and suppliers and transactions with them on a need-to-know basis. 
Pursuant to these policies, the Citigroup asset management units have 
designated information regarding investment advisory and portfolio 
execution matters relating to the Citigroup Funds as information that 
may not be communicated between the Venture Entities, on the one hand, 
and the Citigroup asset management units, on the other hand.
    12. The Citigroup Affiliates have adopted policies that have the 
effect of prohibiting the Citigroup Affiliates from (a) linking any 
approval or action relating to the Venture to any action by any State 
Street Fund or by any State Street Affiliate relating to any State 
Street Fund or (b) using the existence of the Venture as a basis for 
seeking to persuade any State Street Fund to engage in business with 
any Citigroup Affiliate.
    13. State Street's investment advisory units (including the State 
Street Global Advisors division and Funds Management) operate as 
completely separate business units from State Street and its other 
business units. The investment advisory units have their own officers 
and employees, maintain

[[Page 46668]]

their own books and records and collectively operate as a separate line 
of business and profit center. As a matter of policy and regulatory 
requirements, the other business units and State Street have no input 
into investment advisory policy or portfolio decisions on behalf of the 
State Street Funds.
    14. State Street will operate the fund investment management 
businesses conducted by the State Street Affiliates independently of 
its broker-dealer, foreign exchange, commodities, custody and other 
businesses that would likely seek to do business with the Citigroup 
Funds. Independent operation would consist of separate line-of-business 
management, a separate compensation system that does not reward 
employees based on business done by other business units of State 
Street with the Venture or the Citigroup Affiliates, and separate 
investment portfolio and transaction execution management in which the 
other business units do not have input.
    15. Funds Management and State Street's other advisory units have 
adopted confidentiality policies designed to keep information about 
clients and suppliers on a need-to-know basis. Pursuant to these 
policies, Funds Management and State Street's other advisory units have 
designated information regarding investment advisory and portfolio 
execution matters relating to the State Street Funds as information 
that may not be communicated between the Venture Entities, on the one 
hand, and Funds Management and State Street's other advisory units, on 
the other hand.
    16. The State Street Affiliates have adopted policies that have the 
effect of prohibiting the State Street Affiliates from (a) linking 
approval or action relating to the Venture to any action by any 
Citigroup Fund or any Citigroup Affiliate relating to any Citigroup 
Fund or (b) using the existence of the Venture as a basis for seeking 
to persuade any Citigroup Fund to engage in business with any State 
Street Affiliate.
    17. There is not, and each of Citigroup and State Street have 
adopted policies effectively prohibiting, any express or implied 
understanding between State Street and Citigroup that (a) any State 
Affiliate will cause any State Street Fund to enter into transactions 
with any Citigroup Affiliate or to give to preference to any Citigroup 
Affiliate in selecting with whom to effectuate transactions, or (b) any 
Citigroup Affiliate will cause any Citigroup Fund to enter into any 
transactions with any State Street Affiliate or to give a preference to 
any State Street Affiliate in selecting with whom to effectuate 
transactions. The boards of directors of the Citigroup Funds and the 
boards of directors of the State Street Funds will be informed of the 
existence of the Venture in connection with any consideration by them 
of any contract, arrangement or product involving a Citigroup Fund and 
a State Street Affiliate or a State Street Fund and a Citigroup 
Affiliate.

Applicants' Legal Analysis

    1. Applicants request an order under sections 6(c) and 17(b) of the 
Act for an exemption from section 17(a) of the Act, under section 6(c) 
of the Act for an exemption from section 17(e) of the Act and rule 17e-
1 under the Act, and under section 17(d) of the Act and rule 17d-1 
under the Act permitting certain joint transactions.

Section 17(a) of the Act

    2. Sections 17(a(1) and 17(a)(2) of the Act prohibit an affiliated 
person of a fund, or any affiliated person of the affiliated person 
(``second-tier affiliate''), acting as principal, from selling any 
security or other property to, or purchasing any security or other 
property from, the fund. Section 17(a)(3) of the Act prohibits any 
affiliated person of a fund, or any second-tier affiliate, from 
borrowing money or other property from the fund. Section 2(a)(3) of the 
Act defines an ``affiliated person'' of another person to include: any 
person directly or indirectly controlling, controlled by, or under 
common control with, the other person. Section 2(a)(9) of the Act 
defines control to mean ``the power to exercise a controlling influence 
over the management or policies of a company, unless such power is 
solely the result of an official position with such company.'' Section 
2(a)(9) also provides that any person who owns beneficially, either 
directly or through one or more controlled companies, more than 25% of 
the voting securities of a company is presumed to control the company. 
Since Citigroup and State Street each own, indirectly, more than 25% of 
the voting securities of CitiStreet, they each are presumed to control 
CitiStreet. In addition, the Citigroup Affiliates and the Citigroup 
Funds are under the control of Citigroup and the State Street 
Affiliates and State Street Funds are under the control of State 
Street. Therefore, the Citigroup Affiliates and Citigroup Funds are 
under common control with CitiStreet, making them affiliated persons of 
each other. The State Street Affiliates and State Street Funds are also 
under common control with CitiStreet, making them affiliated persons of 
each other. The Citigroup Affiliates and Citigroup Funds are therefore 
second-tier affiliates of the State Street Funds and the State Street 
Affiliates and State Street Funds are second-tier affiliates of the 
Citigroup Funds. The Citigroup Affiliates are thus prohibited under 
sections 17(a)(1) and 17(a)(2) from conducting principal transactions 
in securities or other property with the State Street Funds and the 
State Street Affiliates are prohibited from conducting principal 
transactions in securities and other property with the Citigroup Funds. 
In addition, the Citigroup Affiliates are prohibited under section 
17(a)(3) from borrowing money or other property from the State Street 
Funds and the State Street Affiliates are prohibited from borrowing 
money or other property from the Citigroup Affiliates. Applicants seek 
relief under sections 6(c) and 17(b) to exempt transactions prohibited 
by sections 17(a)(1), 17(a)(2) and 17(a)(3).
    3. Section 17(b) of the Act authorizes the Commission to grant an 
order permitting a transaction otherwise prohibited by section 17(a) if 
it finds that the terms of the proposed transaction are fair and 
reasonable and do not involve overreaching on the part of any person 
concerned, and the proposed transaction is consistent with the policy 
of each fund and the general purposes of the Act. Section 6(c) of the 
Act permits the Commission to exempt any person or transaction from any 
provision of the Act if the exemption is necessary or appropriate in 
the public interest and consistent with the protection of investors and 
the purposes fairly intended by the policies and provisions of the Act.
    4. Applicants state that section 17(a) was intended to protect 
funds from self-dealing and overreaching by insiders. Applicants assert 
that because of the remoteness of the affiliations involved, the 
Citigroup Affiliates are unable to influence portfolio decisions by the 
State Street Funds and the State Street Affiliates are unable to 
influence portfolio decisions by the Citigroup Funds. In addition, 
since any pecuniary benefits realized by the Citigroup Affiliates from 
the State Street Funds would not be shared with the State Street 
Affiliates and any benefits realized by the State Street Affiliates 
from the Citigroup Funds would not be shared with the Citigroup 
Affiliates, there would be no incentive for the State Street Affiliates 
or the Citigroup Affiliates to recommend or cause their funds to enter 
into such transactions if they were not consistent with the best 
interests of the funds. In addition, the Citigroup Affiliates have put 
in place a number of protections, as stated in the conditions and 
representations, that will

[[Page 46669]]

ensure that any decisions made by the Citigroup Affiliates on behalf of 
the Citigroup Funds or the State Street Affiliates on behalf of the 
State Street Funds will be based on the best interests of the funds. 
For example, condition 3 provides that the compensation schemes of the 
Citigroup Affiliates will not be based on the amount of business done 
by the Citigroup Funds with State Street Affiliates and that the 
compensation schemes of the State Street Affiliates will not be based 
on the amount of business done by the State Street Funds and the 
Citigroup Affiliates. Accordingly, applicants believe that the terms of 
any Covered Transactions otherwise prohibited by section 17(a) would be 
fair, that there would be no overreaching, and that the transactions 
would be consistent with the policy of each fund and with the general 
purposes of the Act. Applicants also assert that permitting the 
transaction will be in the public interest and consistent with the 
protection of investors because permitting the proposed transactions 
would likely benefit the State Street Funds and the Citigroup Funds by 
increasing their investment opportunities and ability to obtain best 
execution with respect to the proposed transactions.

Section 17(d)

    5. Section 17(d) of the Act and rule 17d-1 under the Act prohibit 
any affiliated person or principal underwriter for a fund, or any 
affiliated person of such a person or principal underwriter, acting as 
principal, from effecting any transaction in connection with any joint 
enterprise or other joint arrangement or profit sharing plan in which 
the fund participates, without an order of the Commission. Certain 
potential transactions between the Citigroup Affiliates and the State 
Street Funds and the State Street Affiliates and the Citigroup Funds 
could be deemed a joint enterprise or other joint arrangement within 
the meaning of section 17(d) and rule 17d-1. These could include 
securities lending, investments in private placement securities, 
participation in credit programs and participation in back office 
providers. Applicants request an order in accordance with section 17(d) 
and rule 17d-1 to permit any joint transactions between the Citigroup 
Affiliates and the State Street Funds and the State Street Affiliates 
and the Citigroup Funds that would otherwise be prohibited by section 
17(d) and rule 17d-1.
    6. In passing on applications for orders under rule 17d-1, the 
Commission considers whether the fund's participation in the joint 
enterprise is consistent with the provisions, policies, and purposes of 
the Act, and the extent to which the participation is on a basis 
different from or less advantageous than that of other participants.
    7. As discussed above, the Citigroup Affiliates do not have the 
power to influence the decisions of the State Street Funds and the 
State Street Affiliates do not have the power to influence the 
decisions of the Citigroup Funds. Because of this lack of influence, 
applicants assert that any joint transactions will be consistent with 
the provisions, policies and purposes of the Act. For the same reason, 
applicants believe that the participation by the State Street Funds in 
joint transactions with the Citigroup Affiliates will not be on a basis 
different from or less advantageous than the Citigroup Affiliates, and 
that the participation by the Citigroup Funds in joint transactions 
with the State Street Affiliates will not be on basis different from or 
less advantageous than that of the State Street Affiliates.

Section 17(e)

    8. Section 17(e)(1) of the Act prohibits an affiliated person or a 
second-tier affiliate of a fund from receiving any compensation in 
connection with acting as an agent in connection with the purchase or 
sale of any property to or for the fund except as a securities 
underwriter or broker. Section 17(e)(2) of the Act prohibits an 
affiliated person or a second-tier affiliate of a fund from receiving 
compensation for acting as broker in connection with the sale of 
securities to or by the fund if the compensation exceeds the limits 
prescribed by the section unless otherwise permitted by rule 17e-1 
under the Act. Rule 17e-1 sets forth the conditions under which an 
affiliated person or a second-tier affiliate of a fund may receive a 
commission which would not exceed the ``usual and customary broker's 
commission'' for purposes of section 17(e)(2). Rule 17e-1(b) requires 
the fund's board of directors, including a majority of the directors 
who are not interested persons under section 2(a)(19) of the Act, to 
adopt certain procedures and to determine at least quarterly that all 
transactions effected in reliance on the rule complied with the 
procedures. Rule 17e-1(d) specifies the records that must be maintained 
by each investment company with respect to any transaction effected 
pursuant to rule 17e-1.
    9. Section 17(e)(1) would prevent the Citigroup Affiliates from 
acting as an agent in non-securities transactions by the State Street 
Funds, such as obtaining insurance, leasing office space, and entering 
into credit arrangements. A parallel prohibition would apply to the 
State Street Affiliates with respect to the Citigroup Funds. Applicants 
request an exemption under section 6(c) from section 17(e)(1) to permit 
any such transactions. Applicants believe such an exemption is 
consistent with the standard of section 6(c) because of the remote 
affiliation between the Citigroup Affiliates and the State Street Funds 
and the State Street Affiliates and the Citigroup Funds and the 
potential benefits to the Citigroup Funds and State Street Funds from 
being able to engage in the Covered Transactions.
    10. Applicants request an exemption under section 6(c) from section 
17(e)(2) and rule 17e-1 to the extent necessary to permit a State 
Street Fund to pay brokerage compensation to a Citigroup Affiliate 
acting as broker in the ordinary course of business in connection with 
the sale of securities to or by the State Street Fund, without 
complying with the requirements of rule 17e-1 (b) and (d). Applicants 
request the same relief with respect to brokerage compensation paid by 
a Citigroup Fund to a State Street Affiliate. Applicants believe that 
the proposed brokerage transactions involve no conflicts of interest or 
possibility of self-dealing and will meet the standards of section 
6(c). The interests of the State Street Affiliates that manage the 
State Street Funds, and those of the Citigroup Affiliates that manage 
the Citigroup Funds, are directly aligned with the funds they manage 
rather than with the other venturer's affiliates and the manager will 
only enter into brokerage transactions with the other venturer's 
affiliates if the fees charged are reasonable and fair as required by 
rule 17e-1(a). Applicants will also comply with rule 17e(a). Applicants 
will also comply with rule 17e-1(c).

Applicants' Conditions

    Applicants agree that any order granting the requested relief will 
be subject to the following conditions:
    1. No State Street Affiliate will control any Citigroup Fund 
relying on the order or any investment adviser, promoter or principal 
underwriter of any Citigroup Fund relying on the order. No Citigroup 
Affiliate will control any State Street Fund relying on the order or 
any investment adviser, or principal underwriter of any State Street 
Fund relying on the order.
    2. No officer, director or employee of any Venture Entity will seek 
to influence in any way the terms of any Covered Transactions.

[[Page 46670]]

    3. None of the Citigroup Affiliates will adopt any compensation 
scheme any component of which is based on the amount of business done 
by the Citigroup Funds with State Street Affiliates. None of the State 
Street Affiliates will adopt any compensation scheme any component of 
which is based on the amount of business done by the State Street Funds 
with Citigroup Affiliates.
    4. None of Citigroup Member, State Street Member or the Venture 
Entities will directly or indirectly control any Citigroup Fund, State 
Street Fund, or any investment adviser, promoter, or principal 
underwriter of any Citigroup Fund or State Street Fund.

    For the SEC, by the Division of Investment Management, pursuant 
to delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 01-22385 Filed 9-5-01; 8:45 am]
BILLING CODE 8010-01-M