1 Daniel C. Girard (State Bar No. 114826)dcg@girardgibbs.com

2 Jonathan K. Levine (State Bar No. 220289)

3 jkl@girardgibbs.com

Aaron M. Sheanin (State Bar No. 214472)4 ams@girardgibbs.com

GIRARD GIBBS LLP5 601 California Street, 14th Floor

San Francisco, California 941086 Telephone: (415) 981-48007 Facsimile: (415) 981-4846

8 Counsel for Proposed Lead PlaintiffCalifornia State Teachers’ Retirement System and

9 California Public Employees’ Retirement System

10

11UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF CALIFORNIA12

13 JACQUES CROMIER AND VIRGINIA ) Case No.: 09-cv-00544-CW14 CULBERTSON, TRUSTEES OF THE )

JACQUES CROMIER AND VIRGINIA )15 CULBERTSON TRUST DATED 4/7/03, ) SUPPLEMENTAL DECLARATION OF

individually and on behalf of all others ) GEOFFREY C. JARVIS IN SUPPORT OF16 similarly situated,

) THE MOTION OF THE CALIFORNIA) STATE TEACHERS’ RETIREMENT

17 ) SYSTEM AND THE CALIFORNIAPlaintiffs, ) PUBLIC EMPLOYEES’ RETIREMENT

18 vs. ) SYSTEM FOR APPOINTMENT AS LEADBANK OF AMERICA CORP., KENNETH D. ) PLAINTIFF, AND IN OPPOSITION TO

19 LEWIS, and JOHN A. THAIN, ) THE COMPETING MOTIONS

20)

Defendants. )

21 ))

22GEOFFERY C. JARVIS hereby declares under penalty of perjury pursuant to 28 U.S.C.

23§ 1746 that the following is true and correct:

24

251. I am a director of Grant & Eisenhofer P.A. (“Grant & Eisenhofer”), counsel fo

26 the California State Teachers’ Retirement System (“CalSTRS”) and the California Public

27 Employees’ Retirement System (“CalPERS” and collectively with CalSTRS the “California

28 SUPPLEMENTAL DECLARATION OF GEOFFREY C. JARVIS IN SUPPORT OF THE MOTION OF THE CALIFORNIA STATETEACHERS’ RETIREMENT SYSTEM AND THE CALIFORNIA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM FOR APPOINTMENTAS LEAD PLAINTIFF, AND IN OPPOSITION TO THE COMPETING MOTIONS

1 Funds”). I am admitted to practice in the Southern District of New York, among other

2 jurisdictions. I submit this supplemental declaration in further support of the California Funds’

3 motion for consolidation of the securities class actions, appointment as lead plaintiff, and

4approval of the selection of Grant & Eisenhofer as lead counsel.

5

62. Attached hereto as Exhibit A is a true and correct copy of a court filing titled The

7 U.S. Public Fund Group’s Memorandum of Law in Further Support of its Motion fo

8 Appointment as Lead Plaintiff and in Opposition to All Competing Movants, submitted in

9 Saltzman v. Citigroup, Inc., No. 07-9901-SHS (S.D.N.Y. 2008), dated January 28, 2008.

10 3. Attached hereto as Exhibit B is a true and correct copy of materials downloaded

11from the web site of the Council of Institutional Investors (http://www.cii.org/about/history).

12

4. Attached hereto as Exhibit C is a true and correct copy of materials downloaded1314 from the web site of the International Corporate Governance Networ

15 (http://www.icgn.org/organisation/index.php).

16 5. Attached hereto as Exhibit D is a true and correct copy of materials downloaded

17 from the web site of the Extractive Industries Transparency Initiative

18 (http://eitransparency.org/eiti/summary).

19

6. Attached hereto as Exhibit E is a true and correct copy of materials downloaded20

from the web site of the National Association of State Retirement Administrators2122 (http://www.nasra.org/AboutNasra/whoweare.htm).

23 7. Attached hereto as Exhibit F is a true and correct copy of materials downloaded

24 from the web site of the National Council on Teacher Retirement

25 (http://www.nctr.org/About%20NCTR/index.html).

26

27

28 SUPPLEMENTAL DECLARATION OF GEOFFREY C. JARVIS IN SUPPORT OF THE MOTION OF THE CALIFORNIA STATETEACHERS’ RETIREMENT SYSTEM AND THE CALIFORNIA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM FOR APPOINTMENTAS LEAD PLAINTIFF, AND IN OPPOSITION TO THE COMPETING MOTIONS

1 8. Attached hereto as Exhibit G is a true and correct copy of materials downloaded

2 from the web site of the Principles for Responsible Investment (http://www.unpri.org/about/).

3 9. Attached hereto as Exhibit H is a true and correct copy of an affidavit from Marte

4Castafios (Senior Staff Counsel for CalPERS), dated April 13, 2009.

5

610. hereto as Exhibit I is a true and correct copy of an affidavit from Michelle

7 Cunningham (Director, Fixed Income for CalSTRS), dated April 13, 2009.

8 11. Attached hereto as Exhibit J is a true and correct copy of an affidavit from

9 Kathleen Andleman (General Counsel for CalSTRS), dated April 13, 2009.

10 I declare under penalty of perjury that the foregoing is true and correct.

11Executed this 20th day of April 2009 in Wilmington, Delaware.

12

13

14s/ Geoffrey C. Jarvis

Geoffrey C. Jarvis

15

16

17

18

19

20

21

22

23

24

25

26

27

28 SUPPLEMENTAL DECLARATION OF GEOFFREY C. JARVIS IN SUPPORT OF THE MOTION OF THE CALIFORNIA STATETEACHERS’ RETIREMENT SYSTEM AND THE CALIFORNIA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM FOR APPOINTMENTAS LEAD PLAINTIFF, AND IN OPPOSITION TO THE COMPETING MOTIONS

Exhibit A

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

)TILLIE SALTZMAN, Individually and On ) CIVIL ACTION NO. 07-9901-SHSBehalf ofAll Others Similarly Situated, )

) ECF FiledPlaintiff, )

)vs. )

))

CITIGROUP INC., CHARLES 0. PRINCE, )ROBERT E. RUBIN, STEPHEN R. VOLK, )SALLIE L. KRAWCHECK, GARY L. )CRITTENDEN and ROBERT DRUSKIN, )

)Defendants. )

LENNARD HAMMERSCHLAG, ) CIVIL ACTION NO. 07-10258-RISIndividually, and On Behalf of All Others )Similarly Situated, )

)Plaintiff, )

)vs. )

CITIGROUP INC., CHARLES PRINCE, )SALLIE KRAWCHECK, GARY )CRITTENDEN, )

)Defendants. )

THE U.S. PUBLIC FUND GROUP'S MEMORANDUM OF LAWIN FURTHER SUPPORT OF ITS MOTION FOR APPOINTMENT AS

LEAD PLAINTIFF AND IN OPPOSITION TO ALL COMPETING MOVANTS

TABLE OF CONTENTS

Page

PRELIMINARY STATEMENT 1

ARGUMENT 3

I. The U.S. Public Fund Group Is The Most Adequate Plaintiff 3

A. The U.S. Public Fund Group Has The Largest FinancialInterest Of Any Qualified Applicant 4

II. The Global Pension Funds Motion Should Be Denied BecauseThey Are Not A Proper Group 8

A. The Global Pension Funds Are An Aggregation OfUnrelated Entities Joined Together By Their Lawyers 8

B. The Global Pension Funds Lacks Cohesion 12

III. The ATD Group Should Be Disqualified Because It Is AtypicalAnd Subject To Unique Defenses 17

CONCLUSION 25

TABLE OF AUTHORITIES

Page(s)FEDERAL CASES

Barnet v. Elan Corp.,236 F.R.D. 158 (S.D.N.Y. 2005) 3, 7, 11

Basic, Inc. v. Levinson,485 U.S. 224 (1988) 22

Bhojwani v. Pistiolis,No. 06 Civ. 13761(CM)(KNF) 2007 WL 2197836 (S.D.N.Y. July 31, 2007) 12

Borochoff v. Glaxosmithkline PLC,246 F.R.D. 201 (S.D.N.Y. 2007) 3, 15, 17

City of Brockton Ret. Sys. v. Shaw Group, Inc.,No. 06 Civ. 8245(CM)(MHD), 2007 WL 2845125 (S.D.N.Y. Sept. 26, 2007) 5, 8

Coopersmith v. Lehman Bros., Inc.,344 F. Supp. 2d 783 (D. Mass. 2004) 24

Gary Plastic Packaging Corp. v. Merrill Lynch, Pierce, Fenner & Smith, Inc.,903 F.2d 176 (2d Cir. 1990) 22

Glauser v. EVCI Career Colleges Holding Corp.,236 F.R.D. 184 (S.D.N.Y. 2006) 12, 26

Goldberger v. PXRE Group, Ltd.,No. 06 Civ. 3410(KMK), 2007 WL 980417 (S.D.N.Y. March 30, 2007) 11

Grace v. Perception Tech. Corp„128 F.R.D. 165 (D. Mass. 1989) 23

Hevesi v. Citigroup Inc.,366 F.3d 70 (2d Cir. 2004) 26

Hilton v. Guyot,159 U.S. 113 (1895) 16

In re Baan Co. Sec. Litig.,186 F.R.D. 214 (D.D.C. 1999) 6

-

In re Bally Total Fitness Sec. Litig.,No. 04 C 3530, 2005 U.S. Dist, LEXIS 6243 (N.D. Ill. March 15, 2005) 15

In re Cendant Corp. Litig.,264 F.3d 201 (3d Cir. 2001) 11,13

In re Critical Path, Inc. Sec. Litig.,156F. Supp. 2d 1102 (N.D. Cal. 2001) 23, 24, 25

In re Donnkenny Inc. Sec. Litig.,171 F.R.D. 156 (S.D.N.Y. 1997) 6

In re eSpeed, Inc. Sec. Litig.,232 F.R.D. 95 (S.D.N.Y. 2005) 6, 13, 15

In re Flight Safety Techs., Inc. Sec. Litig.,231 F.R.D. 124 (D. Conn. 2005) 13

In re Gemstar-TV Guide Intl Sec. Litig.,209 F.R.D. 447 (C.D. Cal. 2002) 13

In re Indep. Energy Holdings PLC,210 F.R.D. 476 (S.D.N.Y. 2002) 19

In re Network Assocs., Inc. Sec, Litig.,76 F. Supp. 2d 1017 (N.D. Cal. 1999) 14,23

In re Peregrine Sys., Inc. Sec. Litig.,No. Civ. 02 CV 870-J(RBB), 2002 WL 32769239 (N.D. Cal. Oct. 11, 2002) 24, 25

In re Razorfish, Inc. Sec. Litig.,143 F. Supp. 2d 304 (S.D.N.Y. 2001) 6, 12

In re Royal Ahold N.V. Sec. & ERISA Litig,219 F.R.D. 343 (D. Md. 2003) 15,17

In re Vivendi Universal, S.A. Sec. Litig.,242 F.R.D. 76 (S.D.N.Y. 2007) 3, 15, 16, 17

Olsen v. N.Y. Comm. Bancorp, Inc.,233 F.R.D. 101 (E.D.N.Y. 2005) 8

Sczensy Trust v. KPMG LLP,223 F.R.D. 319 (S.D.N.Y. 2004) 4, 13, 26

Smith v. Suprema Specialties, Inc.,206 F. Supp. 2d 627 (D.N.J. 2002) 15

Xianglin Shi v. SINA Corp.,No. 05 Civ. 2154(NRB), 2005 WL 1561438 (S.D.N.Y. July 1, 2005) 8

FEDERAL: STATUTES, RULES, REGULATIONS, CONSTITUTIONAL PROVISIONS

15 U.S.C. § 78u-4(a)(3)(B) et seq. 4, 6, 22

Fed. R. Civ. P. 23 4, 5, 17, 18

OTHER AUTHORITIES

Stefano M. Grace, Strengthening Investor Confidence in Europe: U,S,-Style SecuritiesClass Actions and the Acquis Communautaire, 15 J. Transnat'l Law and Pol. 281(2006) 17

Travis Newport, Tortious Interference with International Contracts, Int'l Trade Li. 80(2000) 16

Yoav Oestreicher, The Rise and Fall of "Mixed" and "Double" Convention ModelsRegarding Recognition and Enforcement of Foreign Judgments, 6 Wash. U. GlobalStud. L. Rev. 339 (2007) 16

- iv -

PRELIMINARY STATEMENT

The U.S. Public Fund Group l suffered a loss of more than $50 million from its trading in

shares of Citigroup, Inc. ("Citigroup" or "the Company") 2 and is the only adequate and cohesive

group seeking appointment as Lead Plaintiff in this case. As established in its initial application

seeking Lead Plaintiff status, the U.S. Public Fund Group is a group of sophisticated domestic

public pension funds represented by responsible public officials, which is precisely the type of

movant that the Private Securities Litigation Reform Act of 1995 (the "PSLRA") prefers to serve

as Lead Plaintiff. Moreover, as noted in the Joint Declaration supporting their initial application,

the members of the U.S. Public Fund Group, on their own accord, decided to pursue joint

appointment as Lead Plaintiff given the important domestic public policy concerns underlying

this case. Appointing the U.S. Public Fund Group as Lead Plaintiff thus serves the fundamental

purpose of the PSLRA to ensure that this litigation will be controlled by Citigroup investors, and

not their lawyers.

In contrast, the Global Pension Funds, which claim an ostensibly larger financial interest

than the U.S. Public Fund Group, are a group of twelve entities comprised of eight Danish

pension funds, two Swedish pension funds and two U.S. pension funds that, collectively, lack the

The U.S. Public Fund Group is comprised of the State Teachers Retirement System of Ohio ("Ohio STRS") andthe State Universities Retirement System of Illinois ("SURS"). The Division of Investment of the Treasury of theState of New Jersey ("New Jersey") originally sought to be appointed Lead Plaintiff together with Ohio STRS andSURS but withdrew after deciding to make an investment in Citigroup after the U.S. Public Fund Group filed itsLead Plaintiff motion. See Notice of Withdrawal of New Jersey Division of Investment, Docket #27. Accordingly,the U.S. Public Fund Group is no longer seeking approval of New Jersey's counsel, the law firm of BergerMontague, as Lead Counsel for the Class.

2 Specifically, the U.S. Public Fund Group incurred a loss of approximately $51 million during the period fromJanuary 1, 2004 through November 5, 2007 — the longest class period in a complaint filed prior to the lead plaintiffdeadline and for which a notice was published in accordance with the PSLRA. Applying the shorter class period inSaltzman, the first filed and noticed action (April 17, 2006 to November 2, 2007), the U.S. Public Fund Groupincurred a loss of approximately $45 million. On the day of the lead plaintiff motion deadline, just before the closeof business, the Global Pension Funds filed their own complaint that purported to extend the class period toNovember 21, 2007, The Global Pension Funds failed to publish notice of the filing of that complaint as required bythe PSLRA. During the class period alleged in the Global Pension Funds' complaint (January 2, 2004 to November21, 2007), the U.S. Public Fund Group has a loss of $53 million.

necessary cohesion to effectively manage this case and supervise counse1. 3 In addition, it seems

rather clear that the Global Pension Funds were joined together at the eleventh hour by their

counsel, not on their own accord, in order to outmatch the anticipated application of the U.S.

Public Fund Group. Indeed, counsel for the Swedish funds, now part of the Global Pension

Funds, repeatedly approached the Office of the Ohio Attorney General and Ohio STRS in an

effort to persuade Ohio STRS to act as the Swedish funds' domestic partner. Ohio STRS and the

Ohio Attorney General rejected that proposal. The paradigmatic display of lawyer-driven

conduct evinced by the Global Pension Funds' counsel is precisely the type of activity the

PSLRA sought to end and is, in and of itself, a sufficient basis for denying their motion. See,

e.g., Barnet v. Elan Corp., PLC, 236 F.R.D. 158, 162 (S.D.N.Y. 2005) (Holwell, J.) (noting

courts' concern that "allowing unrelated groups to aggregate losses in an effort to generate the

'largest financial interest,' the possibility emerges that lawyers will form such groups to

manipulate the selection process, and in that way gain control of the litigation").

Finally, recent decisions in this District raise questions concerning whether the foreign

funds that are members of the Global Pension Funds group can serve as Lead Plaintiffs. These

decisions have found that such foreign funds could face challenges by defendants at class

certification on the ground that they are subject to unique defenses because this Court's orders

may not be enforceable in their respective home jurisdictions. See Borochoff v. Glaxosinithkline

PLC, 246 F.R.D. 201, 204-05 (S.D.N.Y. 2007) (refusing to appoint as lead plaintiff a group of

foreign institutional investors in light of the possibility that a foreign court would not give a U.S.

3 The Global Pension Funds are: Pensionskassen for Kontorpersonale, Pensionskassen for Kost- ogErnmringsfaglige, Pensionskassen for Bioanalytikere, Pensionskassen for Lzegesekretmrer, Pensionskassen forJordemodre, Pensionskassen for Ergoterapeuter og Fysioterapeuter, Pensionskassen for SocialrAdgivere ogSocialpwdagoger and Pensionskassen for Sygeplejersker (collectively, the "Danish Funds"), Sjunde AP-Fonden andFjarde APFonden (collectively, the "Swedish Funds") and the Public Employees' Retirement Association ofColorado ("ColPERA") and the Tennessee Consolidated Retirement System ("TCRS").

-2-

judgment res judicata effect); In re Vivendi Universal, S.A. See. Litig., 242 F.R.D. 76, 105

(S.D.N.Y. 2007) (excluding foreign shareholders from class based on concern that foreign courts

would not give res judieata effect to U.S. judgment). This issue subjects the Global Pension

Funds to unique defenses that the Class would not be burdened with if the U.S. Public Fund

Group is appointed the Class representative.

The other group seeking appointment as Lead Plaintiff, the "ATD Group," consists of

individuals who obtained their shares of Citigroup when they sold their business, Automated

Trading Desk, LLC ("ATD"), to Citigroup in a privately negotiated transaction for $102.6

million in cash and 11,171,938 million shares of unregistered Citigroup common stock. Courts

have repeatedly refused to appoint as Lead Plaintiff investors who acquired their shares in a

defendant issuer through a privately negotiated transaction, rather than on the open market.

Further, in this case, the close ties between the ATD Group's members and Citigroup go well

beyond this privately negotiated sale and include the fact that the ATD Group's members are

presently directors of ATD, which is wholly owned by Citigroup, rendering the ATD Group a

particularly inappropriate representative for the Class.

Lastly, an individual movant, David Garden, who incurred a loss of just $2 million, seeks

to be appointed Lead Plaintiff. Mr. Garden clearly does not have the largest financial interest

required by the PSLRA for appointment as Lead Plaintiff. 15 U.S.C. § 78u-4(a)(3)(B).

For these reasons, as set forth more fully below, the U.S. Public Fund Group should be

appointed Lead Plaintiff.

ARGUMENT

1. The U.S. Public Fund Group Is The Most Adequate Plaintiff

Under the PSLRA, this Court is directed to "appoint as lead plaintiff the member or

members of the purported plaintiff class that the court determines to be most capable of

- 3 -

adequately representing the interests of class members." 15 U.S.C. § 78u-4(a)(:3)(B)(i); Sczensy

Trust v. KPMG LLP, 223 F.R.D. 319, 323 (S.D.N.Y. 2004) (Stein, J.) The PSLRA provides a

rebuttable presumption that the "most adequate plaintiff" is the rnovant or group of movants that

"has the largest financial interest in the relief sought by the class," and also satisfies the elements

of Rule 23 of the Federal Rules of Civil Procedure. 15 U.S.C. § 78u-4(a)(3)(13)(iii)(I)(bb).

A. The U.S. Public Fund Group Has The LargestFinancial Interest Of Any Qualified Applicant

The U.S. Public Fund Group claims the largest financial interest of any adequate and

typical lead plaintiff group,4 having suffered approximately $51 million in losses. 5 Given their

common thread of significant losses and public policy concerns regarding the mortgage lending

and structured finance industries, as well as the numerous other facts reflecting the U.S. Public

Fund Group's cohesion set forth in its Joint Declaration, the losses of the two members of the

U.S. Public Fund Group are properly aggregated under the PSLRA.

The PSLRA must be read in light of the "understanding that Congress intended to avoid

'the manipulation by class action lawyers of the clients whom they purportedly represent' City

4 Competing movants might chajlenge the U.S. Public Fund Group on the grounds that it is a "net seller" or "netgainer" based on its transactions in Citigroup shares. The challenge is baseless. First, SURS is neither a net sellernor net gainer and has the largest financial interest under the last-in, first-out methodology (85.4 million) or the firstin, first-out methodology (812.9 million) of any single movant that satisfies the adequacy and typicalityrequirements of Rule 23, Second, Ohio STRS is only a net seller and net gainer under the class period alleged in thesecond filed complaint. However, under the class period alleged in the first filed and noticed case, Ohio is neither anet gainer nor net seller. See Certification of Ohio STRS, attached as Exhibit A to the Declaration of Gerald H. Silk,dated Jan. 7, 2008 ("Silk Deel.") (Docket # 24). Thus, Ohio STRS' status as a net gainer or net seller depends uponthe operative class period that is uitimately asserted in the consolidated complaint filed by the Court-appointed LeadPlaintiff and, subsequently, determined by the Court on class certification. It is therefore premature to make anydetermination of Ohio STRS' status based solely on the application of differing class periods.

5 As required under the PSLRA, the Certifications of the U.S. Public Fund Group filed together with its LeadPlaintiff motion set forth all of Ohio STRS' and SURS' transactions during class periods alleged in each of the filedcomplaints. In support of its motion, the U.S. Public Fund Group also submitted exhibits reflecting the calculationof their losses that included post-class period transactions relevant to those loss calculations. One of those exhibitsinadvertently omitted certain post-class period transactions of Ohio STRS. A corrected loss calculation exhibit isprovided as Exhibit A attached to the Supplemental Declaration of Gerald H. Silk ("Suppl. Silk Decl."). Theseadditional transactions have no impact on the U.S. Public Fund Group's loss when calculated on a first-in, first-outbasis; the impact when losses are calculated on a last-in, first-out basis is approximately 8200,000.

-4-

of Brockton Ret. Sys. v. Shaw Group, Inc., No. 06 Civ. 8245(CM)(MHD), 2007 WL 2845125, at

*3 (S.D.N.Y. Sept. 26, 2007) (citing H.R. Conf. Rep. No. 104-369, at 31 (1995), reprinted in

1995 U.S.C.C.A.N. 730). Given this statutory purpose, one of the primary questions courts have

addressed in relation to the appointment of lead plaintiffs under the PSLRA concerns which

groups of movants can appropriately be considered together for purposes of identifying the

movant with the largest financial interest and, in contrast, which groups must be rejected as

lawyer-driven aggregations that are not suitable for appointment because they will not be able to

supervise counsel's prosecution of the litigation. These courts have held that permitting

"lawyers to designate unrelated plaintiffs as a 'group' and aggregate their financial stakes would

allow and encourage lawyers to direct the litigation" and defeat one the primary purposes of the

PSLRA. In re Razorfish, Inc. Sec. Litig., 143 F. Supp. 2d 304, 308-09 (S.D.N.Y. 2001) (Rakoff,

J.) (rejecting group because its members had no independent existence or prior relationship and

appeared to be an "artifice cobbled together by cooperating counsel"); In re Donnkenny Inc. Sec.

Litig., 171 F.R.D. 156, 158 (S.D.N.Y. 1997).

Consistent with this reasoning, the majority of courts, including those in the Second

Circuit, allow movants to aggregate their losses in seeking lead plaintiff status under the PSLRA

when a group is client-driven and cohesive. See, e.g., In re eSpeed, Inc. Sec. Litig., 232 F.R.D.

95, 97 (S.D.N.Y. 2005); see also 15 U.S.C. § 78u-4(a)(3)(13)(iii)(I) (providing for the

appointment of the "person or group of persons" that meets the PSLRA's rebuttable presumption

requirements). Along these lines, the Securities and Exchange Commission has consistently

cautioned that lead plaintiff groups should set forth information about their members, structure,

and intended functioning so that courts can independently assess the propriety of any aggregation

of losses. See Memorandum of Securities and Exchange Commission, Atnicus Curiae, appended

-5-

to In re Baan Co. Sec. Litig., 186 F.R.D. 214, 229 (D.D.C. 1999). In Baan, the SEC

recommended that such information include:

detailed descriptions of its members, including their background,experience, and capabilities relating to the role of lead plaintiff;any pre-existing relationships among them; the manner in whichthe "group" was formed; an explanation of how its members wouldfunction collectively; and a description of the mechanism that thegroup members and lead counsel have established to communicatewith one another about the litigation.

While the U.S. Public Fund Group clearly met the requirements set forth by the SEC in its

opening papers, the Global Pension Funds made no such showing. An after-the-fact filing of a

declaration is insufficient to "cure" the Global Pension Funds lawyer-driven group and establish,

instead, that the members of the group came together, on their own, with a litigation plan to

satisfy the SEC's recommendation. Similarly, an after-the-fact meeting simply strengthens the

appearance—if not the likelihood—that such a meeting was orchestrated by counsel.

In Barnet, the court set forth the primary factors used in determining the propriety of a

lead plaintiff group:

Recognizing that the question is one of degree, several courts haveadopted a "rule of reason" test, pursuant to which the acceptabilityof the proposed "group" is tested against its ability to represent theinterests of the class, and only allowed to proceed as a group if thecourt determines that "lawyer-driven" litigation is not likely toresult.

236 F.R.D. at 162. The "rule of reason" requires consideration of (1) the size of the group; (2)

evidence whether the group was formed in bad faith; and (3) the relationship between the parties.

Id. The U.S. Public Fund Group clearly satisfies the rule of reason as it is comprised of two

public pension systems that came together independently of their outside counsel to jointly seek

appointment as Lead Plaintiffs in this Action. See generally Joint Declaration of the Honorable

Marc Dann, William J. Neville, John Michael Vazquez, William G. Clark and Dan Slack in

-6-

Support of the Motion of the U.S. Public Fund Group for Appointment as Lead Plaintiff (the

"Joint Decl."), attached as Exhibit H to the Silk Decl. (Docket #24). The independence of the

U.S. Public Fund Group from the control of their counsel, and their ability to work together

cohesively to manage this litigation, is demonstrated by, among other things:

1. The U.S. Public Fund Group was formed at the initiative of AttorneyGeneral Dann and Ohio STRS, in recognition of the critical importance ofthis litigation and the broad impact of Defendants' misconduct upon theinstitutional investor community. Joint Decl. 116.

2, The Ohio Attorney General's Office directly contacted the office of theExecutive Director of SURS without the involvement of outside counsel.Joint Dec1.1116, 9, 12.

3. Ohio STRS and SURS determined to move jointly for appointment asLead Plaintiff in this litigation without the participation of outside counsel.Joint Decl. 1116, 9, 12.

In the recent lead plaintiff decision in City of Brockton, the court appointed two public

pension funds to serve as co-lead plaintiffs, holding that the aggregation of such proactive

institutional investors was appropriate in the circumstances:

These pension systems have vast assets, apparent investmentsophistication, experience in some prior and current class-actionlawsuits, and an administrative structure under which they fulfilltheir fiduciary obligations to their members by choosing counsel torepresent them and then maintaining oversight over thoseattorneys. Under these circumstances, the legislative concern thatclass actions not be controlled by counsel is plainly satisfiedregardless of how close or attenuated is the relationship betweenBrockton and Norfolk.

City of Brockton, 2007 WL 2845125, at *12.6

6 As a small, cohesive group of sophisticated domestic institutions, the U.S. Public Fund Group is the exact type of"group" that courts have found to be appropriate under the PSLRA. See, e.g., Olsen v. N. Y. Comm. Bancorp, Inc.,233 F.R.D. 101, 107 (E.D.N.Y. 2005) ("Here, given the PSLRA's preference for institutional investors, and giventhat the NYOB Group consists of a manageable number of members, the Court finds that the two member NYCBGroup is a valid group under the PSLRA."); Xianglin Shi v. SINA Corp., No. 05 Civ. 2154(NRB), 2005 WL1561438, at *5 (S.D.N.Y. July 1, 2005) (Buchwald, J.) (appointing plaintiff group consisting of three Michigan cityemployee pension funds).

- 7 -

Here, the interests of the domestic U.S. Public Fund Group are aligned squarely with the

interests of the Class, both in seeking to recover and maximize damages for similarly-situated

Citigroup investors, and to address the core subprime mortgage practices and other misconduct

through corporate governance changes as appropriate. Joint Decl. 713-15 ("it is an important

function of United States public pension funds to serve the public interest as Lead Plaintiffs in

securities class actions that raise significant public policy concerns," and that the instant

litigation against Citigroup "is just such a case."). In addition, these state pension funds, and

their representatives, are highly-motivated in pursuing this litigation as the alleged subprime

mortgage practices and other corporate misconduct have had devastating effects on these pension

funds, as well as other adverse economic consequences in their home states.

The Global Pension Funds' Motion Should Be Denied Because TheyAre Not A Proper Group

The attempt by the Danish Funds, Swedish Funds, ColPERA and TCRS to artificially

inflate their financial interest in this litigation by aggregating their losses as the "Global Pension

Funds" must be rejected as lawyer-driven litigation denounced by the PSLRA. 7 The twelve

funds from three different countries that comprise the Global Pension Funds clearly fail the "rule

of reason" test, as they have not demonstrated — and cannot demonstrate — that their group was

formed for any reason other than to aggregate their losses to obtain control over this litigation,

A. The Global Pension Funds Are An Aggregation Of Unrelated EntitiesJoined Together By Their Lawyers

There is no question that the combination of Swedish, Danish and U.S. funds lacks any

rational basis and that these funds were evidently joined for the sole purpose of aggregating a

7 Eight of these funds submitted a single certification executed by Pensionskassernes Administration A/S ("PKA"),and purport to act as a single entity, As discussed below, because PKA is merely an administrator for eightindependent pension funds each of which has its own Board of Directors, separate assets and a narrowly definedgroup of beneficiaries, each must be considered a separate movant under the PSLRA.

-8-

loss large enough to secure appointment as Lead P1aintiffs. 8 The Global Pension Funds have not

submitted a declaration or any evidence demonstrating that they came together independently of

their lawyers for some legitimate purpose. Nor can they. The evidence indicates further that this

effort by the Global Pension Funds was, and continues to be, sustained by confidential

information obtained from Ohio STRS and put to use only after Ohio STRS spurned an offer to

form an artificial group with the Swedish Funds. As set forth below, the prospect that the Global

Pension Funds utilized confidential information obtained from Ohio STRS in creating the

competing group and did so only after Ohio STRS refused to work together with them—speaks

volumes regarding the adequacy of their group.

Specifically, the law firm of Schiffrin Barroway Topaz & Kessler, LLP ("Schiffrin

Barroway") – one of the counsel to the Global Pension Funds – approached the Office of the

Ohio Attorney General to propose that Ohio STRS move jointly with the Swedish Funds that

Schiffrin Ban-oway represents in connection with the pending Lead Plaintiff motions in this case.

See Declaration of the Honorable Marc Dann and William J. Neville in Further Support of the

U.S. Public Fund Group's Motion for Appointment as Lead Plaintiff ("Ohio Decl."), attached as

Exhibit B to the Supp. Silk Decl., at 15. Schiffrin Barroway knew that Ohio STRS intended to

seek appointment as Lead Plaintiff in this Action, and was privy to confidential information

concerning Ohio STRS' strategy and financial interest in this Action through Schiffrin

BatToway's attorney-client relationship with Ohio STRS. See Ohio Decl. 114. Schiffrin

Ban-oway continued to press that proposal as late as the afternoon of January 4, 2007 – the last

business day prior to the January 7 Lead Plaintiff deadline. Ohio Decl. 15. Ohio STRS never

received any indication that the Swedish Funds were working together with any other investors

8 Whatever connections the two Swedish Funds or the eight Danish Funds may have to the other funds from theirown countries (which has not been established), there appears no relationship between the Swedish Funds, theDanish Funds and ColPERA or TCRS.

-9-

with which it might jointly move for appointment as Lead Plaintiff. Ohio Decl. 1] .5. Thus, it

appears that, after unsuccessfully presenting their Swedish clients as potential partners to Ohio

STRS, and after having their proposal rejected by Ohio STRS, Schiffrin Barroway and their co-

counsel reached out to the Danish Funds, ColPERA and TCRS to form a group with a facially

larger financial interest than Ohio STRS. It seems fairly clear that Schiffrin Banoway felt

compelled. to combine the foreign funds with a U.S.-based institutional investor in order to

inoculate those foreign institutions from a potential challenge by defendants on typicality

grounds. Ohio STRS was unwilling to assist Schiffrin Barroway in that regard.9

As the Third Circuit noted in In re Cendant Corp. Litig., 264 F.3d 201, 267 (3d Cir.

2001), when there is evidence that the group claiming the largest losses has been formed in bad

faith as part of the "efforts of lawyers hoping to ensure their eventual appointment as lead

counsel," a court "could well conclude, based on this history, that the members of that 'group'

could not be counted on to monitor counsel in a sufficient manner." Courts in this District also

consider whether there is evidence that a group of movants was formed in bad faith in

determining whether to allow unrelated investors to aggregate their losses. Barnet, 236 F.R.D. at

162.

Indeed, the law is well-established that groups which fail to explain their formation and

purpose violate the very purpose of the PSLRA to empower plaintiffs and must be rejected. See,

e.g., Goldberger v. PX_RE Group, Ltd., No. 06 Civ. 3410(KMK), 2007 WL 980417, at *5

(S.D.N.Y. March 30, 2007) ("one cannot but suspect that the Campfield Group—comprised, as it

9 It its worth noting that, given the significant time difference between the United States and Sweden, by the timeOhio STRS and the Office of the Attorney General had again rejected the proposed partnership with the SwedishFunds on Friday, January 4, the business week in Europe was long since over. This left just a single business day —the day the Lead Plaintiff motions were due — for Schiffrin Barroway and its co-counsel to orchestrate thecombination of these twelve funds. The eight hour time difference between Colorado and Sweden and Denmarkmakes it highly improbable that those funds conferred at all — let alone at their own initiative or in any depth —before their lawyers moved to have them appointed co-Lead Plaintiffs.

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is, of disparate and apparently unrelated plaintiffs—is itself the result of the type of lawyer-

driven action that the PSLRA eschews"); Glauser v. EVCI Career Colleges Holding Corp., 236

F.R.D. 184, 190 (S.D.N.Y. 2006) ("The Kahn Group appears to be nothing more than a lawyer

created group of unrelated investors who were cobbled together in the hope of thereby becoming

the biggest loser for PSLRA purposes – a tactic disapproved of by this Court.") (internal

quotation marks omitted).

That the PSLRA does not explicitly prohibit a group of personsfrom being appointed lead counsel is not, in the Court's view, asufficient reason to allow otherwise unrelated group members toaggregate their losses for the sole purpose of claiming to have thelargest financial interest in the relief sought by the class. Thepossibility that lawyers formed these groups to manipulate theselection process, and thereby gain control of the litigation is toogreat to be disregarded because such machinations are preciselywhat PSLRA was enacted to restrict.

Bhojwani v. Pistiolis, No. 06 Civ. 13761(CIV)(KNF) 2007 WL 2197836, at *6 (S.D.N.Y. July

31, 2007) (internal citations and quotations omitted). Courts have long rejected attempts by

counsel to "cobble together" an artificial group of investors simply to secure appointment as lead

plaintiff and lead counsel:

The tenuous connection and inadequate communication betweencounsel and client also infects, in a different way, the motionbrought by the collection of counsel purporting to represent whatthey term the "Azimut Group," an ad hoc combination of a largefinancial institution, two smaller "day-trading" companies, and anindividual investor, that have no prior connection with each otheror with each other's counsel. The "Azimut Group" is simply anartifice cobbled together by cooperating counsel for the obviouspurpose of creating a large enough grouping of investors to qualifyas "lead plaintiff," which can then select the equally artificialgrouping of counsel as "lead counsel" and its "executivecommittee,"

In re Razorfish Sec. Litig., 143 F. Supp. 2d 304, 308 (S.D.N.Y. 2001) (Rakoff, J.).

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B. The Global Pension Funds Lacks Cohesion

One of the principal reasons that courts routinely reject unrelated plaintiff groups is the

concern that they lack the cohesion necessary to jointly oversee counsel's prosecution of a

complex securities class action. As Judge Scheindlin observed, "Appointing a group of

unrelated investors lead plaintiff could lead to fragmentation and the problem of determining

whose voice reigns when the group cannot agree." In re eSpeed, 232 F.R.D. at 99.

The concern that the Global Pension Funds will not be able to control their counsel or the

litigation effectively is particularly acute because of the size of their group and the far-flung

nature of the twelve entities. The lack of any explanation as to how they came together and

intend to jointly lead the prosecution of this complex litigation raises additional concerns.°

Accordingly, any declaration submitted after the fact by the Global Pension Funds will not cure

their deficiencies because it will not demonstrate that these twelve entities came together through

their own initiative (rather than at the direction of their counsel) as the U.S. Public Fund Group

did.

Despite the Global Pension Funds' claim that they are a group of just five rnovants, there

See In re Flight Safety Techs., Inc. Sec. Litig., 231 F.R.D. 124, 128 (D. Conn. 2005) ("Moreover, the joint motionsubmitted by the parties contains no indication of how the newly expanded group would function, such as whethercertain lead plaintiffs would handle certain aspects of the litigation or whether decisions would be made by groupconsensus. Therefore, the Court finds that appointing eight unrelated and unfamiliar plaintiffs as co-lead plaintiffs,when no preexisting relationship is evident, would be counter to both the terms and the spirit of the PSLRA."); In reGemstar-TV Guide Intl Sec. Litig., 209 F.R.D. 447, 451 (C.D. Cal. 2002) (rejecting group that failed to detail anyprocedures by which they would "provide for efficient prosecution of the action," conduct meetings, or participate inthe discovery process given that its members and attorneys were geographically scattered, or how the group wouldreach a consensus when intra-group conflicts arose); Sczesny Trust, 223 F.R.D. at 323 (rejecting attempt byshareholder to aggregate losses suffered by members of group that "banded together" where group members had notproffered "sufficient evidence...to support aggregation of the financial interests of that putative group ofshareholders for purposes of determining which moving party has the largest financial interest.").

-12-

are in fact twelve independent entities that comprise the Global Pension Funds." That is because

"PKA" is not a Citigroup investor itself but a mere "administrator" for eight different Danish

pension funds. See www.pka.dk/public/forside/this_is_pka.htm ("This Is PKA"), Silk Supp.

Decl. Exhibit C. Each of the Danish Funds has its own independent Board of Directors which

determines an investment plan appropriate to its respective fund. Id. Neither does PKA make

the investment decisions on behalf of the Danish Funds; rather, independent, external investment

advisors made the decision for the Danish Funds to invest in Citigroup shares. Id. PKA is

therefore not an "investment advisor" which, in certain limited circumstances, might have

standing to bring suit on behalf of its clients. In In re Network Assocs., Inc. Sec. Litt g, 76 F.

Supp. 2d 1017, 1027-28 (N.D. Cal. 1999), the court refused to appoint a "fund administrator"

similar to PKA as Lead Plaintiff because it was a group of movants rather than a single movant.

[ING Fund Management] manages a number of separate funds,each fund being the actual owner of the shares. These funds areseparate legal entities with their own directors. The funds were theentities that actually bought and sold the Network securities. INGFund Management is the business unit that by contract providesadministrative support to the funds. This candidate is, thus, a groupof investment funds (or investors). It would qualify as a "group"within the meaning of the PSLRA

Even if PKA is construed as an "investment advisor" it has failed to establish that it has

standing to serve as a lead plaintiff on behalf of the Danish Funds. The conclusory statement in

PKA's Certification that it has "authority" to bring suit does not satisfy the requirement that an

investment advisor be "attorney-in-fact" for its clients and have full investment discretion. As

Judge Scheindlin held in eSpeed, "In order for an investment advisor to attain standing on behalf

11 Courts routinely hold that groups of more than five participants are too large and unwieldy to function cohesivelyand exercise the necessary control over counsel. In re Cendant, 264 F.3d at 267 (appointing group of three U.S.public pension fund and stating "We do, however, agree with the Securities and Exchange Commission that courtsshould generally presume that groups with more than five members are too large to work effectively.") (citing SECAmicus Brief, at 17 n.13).

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of investors the transaction in question must have been executed as if by a single person.

Moreover, the advisor must be the attorney in fact for his clients, and he must be granted both

unrestricted decision-making authority and specific right to recover on behalf of his clients."

232 F.R.D. at 98. Moreover, even an investment advisor with true authority to bring suit can

serve as lead plaintiff on behalf of its clients only because it also has full investment discretion, a

fact that PKA has not established with regard to its eight clients here. PKA has failed to

establish these requirements and thus does not have standing to maintain this action on behalf of

the eight funds for which it provides administrative services.12

In addition, the Global Pension Funds are not typical of the Class because ten of them

could face challenges by defendants as a result of their status as foreign investors from Sweden

and Denmark. Defendants will certainly challenge whether those funds can serve as

representative plaintiffs by raising questions concerning whether any judgment of this Court will

be afforded res judicata effect in their home jurisdictions, See Borochoff, 246 F.R.D. at 204-05

(refusing to appoint as lead plaintiff a group of foreign institutional investors in light of the

possibility that a foreign court would not give a U.S. judgment res judieata effect); In re Vivendi,

242 F.R.D. at 107 (excluding foreign shareholders from class because foreign courts "w[ould]

not give res judicata effect to judgments or settlements in a U.S. opt-out class action."); In re

Royal Ahold N.V. Sec. & ERISA Litig, 219 F.R,D. 343, 352 (D. Md. 2003) (refusing to appoint

foreign lead plaintiff because "ffloreign courts might not recognize or enforce such a decision

12 Moreover, none of the Danish Funds "administered" by PKA submitted a Certification as required by the PSLRA.Even if PKA's Certification provided all of those funds' transactions in Citigroup (a fact that cannot be verifiedabsent a signed Certification by representatives of each of the Danish Funds), PKA's Certification does not satisfythe PSLRA requirement that each movant affirm that it has approved the filing of a lead plaintiff motion and iswilling to serve as a representative party. Smith v. Suprema Specialties, Inc., 206 F. Stipp. 2d 627, 636 (D.N.J.2002) (rejecting motion of putative representative of 22 different investors where "the 22 entities did not satisfy theprocedural requirements of the Reform Act because they neither submitted certifications nor moved individually forlead plaintiff status."). The Danish Funds have thus failed to comply with the PSLRA's Certification requirements,and cannot serve as Lead Plaintiffs.

-14-

from an American court, which would allow foreign plaintiffs in the class to file suit against the

defendant again in those foreign courts").13

Because they might not be bound by a dismissal of the claims in this Court, and could

have a second opportunity to prosecute those claims in a foreign jurisdiction, defendants would

likely argue that these foreign funds are not in the same position as the U.S. Public Fund Group

and other members of the Class. Indeed, if defendants succeed in arguing that this Court's

judgments will not be given preclusive effect in Sweden and Denmark, investors from those

countries could be excluded from the Class entirely. See Vivendi, 242 F.R.D. at 107.

The Supreme Court's seminal decision in Hilton v. Guyot provides support for the

proposition that Swedish and Danish courts have traditionally declined to give res judicata effect

to judgments of U.S. courts absent a treaty. See Hilton v. Guyot, 159 U.S. 113, 218 (1895) ("In

Sweden the principle of reciprocity has prevailed from very ancient times. The courts give no

effect to foreign judgments, unless upon that principle; and it is doubtful whether they will even

then, unless reciprocity is secured by treaty with the country in which the judgment was

rendered."); id. ("In Denmark the courts appear to require reciprocity to be shown before they

will execute a foreign judgment.") (internal citations omitted). Likewise, defendants might cite

to more recent commentators who note that Swedish and Danish courts remain reluctant to

recognize judgments of foreign jurisdictions. See, e.g., Yoav Oestreicher, The Rise and Fall of

"Mixed" and "Double" Convention Models Regarding Recognition and Enforcement of Foreign

Judgments, 6 Wash. U. Global Stud. L. Rev. 339, 345 n.35 (2007) ("For example, Sweden and

the Netherlands seem to refrain from enforcing foreign judgments if no treaty is available.")

(citing Symeon Symeonides et al., Conflict of Laws: American, Comparative, International 860

13 See In re Bally Total Fitness Sec. Litig., No. 04 C 3530, 2005 U.S. Dist. LEXIS 6243, at *19 (N.D. 111. March 15,2005) ("The PSLRA...provides that we ask simply whether [a proposed lead plaintiff] is likely to be 'subject to' [a]unique defense...we do not have to determine that the defense is likely to succeed") (emphasis added).

- 15 -

(St. Paul 1998)); Travis Newport, Tortious Interference with International Contracts, 9 Int'l

Trade L.J. 80, 87 (2000) ("Many nations including China, Denmark, Sweden and the

Netherlands, only give a foreign judgment persuasive authority when a party attempts to enforce

it.") (emphasis added). The fact that Sweden's version of the class action, put into effect just

over five years ago, requires class members to affirmatively "opt in," and is thus fundamentally

different from Rule 23 of the Federal Rules of Civil Procedure, will also likely be cited by

defendants in furtherance of that argument. See Stefano M. Grace, Strengthening Investor

Confidence in Europe: U.S.-Style Securities Class Actions and the Acquis Communautaire, 15 J.

Transnat'l Law and Pol. 281, 294-95 (2006) (describing features of Lag om Gruppr tteg ng,

Sweden's "Group Proceeding Act").14

That defendants, armed with these arguments and others, might attempt to challenge the

typicality of the Swedish and Danish Funds, presents a risk that is appropriately considered on

this lead plaintiff motion. See Glaxosinithkline, 246 F.R.D. at 203-05; Vivendi, 242 F.R.D. at

105; In re Royal Ahold, 219 F.R.D. at 352. 15 Indeed, this potential risk to the Swedish and

Danish Funds reveals why their counsel may have been so focused on partnering these funds

with a domestic co-Lead Plaintiff. Recognizing these potential problems, Schiffrin Barroway

sought to persuade Ohio STRS to move jointly with the Swedish Funds. After those efforts

failed, and with the Lead Plaintiff deadline looming, it appears that Schiffrin Barroway hastily

14 The differences between the Swedish group action and U.S. class action mirror those between the German andU.S. systems identified in Glaxosmithkline, 246 F.R.D. at 204, and Vivendi, 242 F.R.D. at 104, that led those courtsto conclude that recognition of a U.S. class action judgment would be contrary to German public policy. Forexample, the Swedish parliament specifically adopted "opt in" procedures based on policy concerns that the U.S.class action model created incentives for abuse. See Grace, supra, at 294.

15 Indeed, ColPERA — itself a member of the Global Pension Funds — has previously argued that foreign investorsshould not be allowed to serve as Lead Plaintiffs because they are subject to unique defenses that threaten to derailthe focus of the litigation. For example, ColPERA argued previously that Isjimply stated, the Foreign Purchaserscarry 'baggage' that should not be allowed to distract from them prosecution of this case." Reply Memorandum inFurther Support of the Motion of the Public Employees' Retirement Association of Colorado and Generic Tradingof Philadelphia, LLC, at 5, In re Royal Ahold N, V. Sec. & "ERISA" Litig., 1:03-MDL-01539 (N.D. Md. filed July18, 2003), attached as Exhibit D to the Supp. Silk Dec}.

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combined the Swedish and Danish funds with ColPERA and TCRS. Defendants, of course, will

not view that "partnership" as insulating the foreign funds from the unique defenses that

defendants will raise, as every class representative and lead plaintiff must independently satisfy

the requirements of Rule 23.

III. The ATD Group Should Be Disqualified Because It Is Atypical And Subject ToUnique Defenses

The ATD Group cannot serve as the Lead Plaintiff on behalf of Citigroup investors in

this action because the ATD Group's members are far from typical of other Class members and

are subject to defenses unique to the ATD Group's atypical circumstances.

The ATD Group consists of several individuals who acquired their Citigroup shares in a

privately negotiated sale of their company, Automated Trading Desk ("ATD"), to Citigroup

during 2007. Several of these individuals continue to serve as members of the Board of

Directors of ATD, and are thus presently directors of a wholly-owned unit of Citigroup hardly

the typical profile for an appropriate Lead Plaintiff in this action against Citigroup. Indeed, by

virtue of their close relationship with Citigroup and the consequent mechanics of the private sale

of ATD, members of the ATD Group are themselves potentially liable to Citigroup investors

under the Securities Act for the very same statements that form the basis of Citigroup's liability

under the Securities Exchange Act, and thus have a strong incentive to defend those statements

as accurate in contrast to the interests of Class members. Recognizing the manifold problems—

such as preferential access to nonpublic information—created by such close contacts between

Defendants and proposed Lead Plaintiffs, courts have repeatedly barred atypical investors such

as the ATD Group from serving as Lead Plaintiffs.

The ATD Group concedes that it acquired all of its Citigroup shares as the result of a

privately negotiated transaction, unlike the U.S. Public Fund Group and the rest of the Class. On

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October 2, 2007, Citigroup closed on its acquisition of ATD, a closely-held South Carolina

company. According to the Declaration of David Whitcomb (the "Whitcomb Deer), co-

founder of ATD and the only member of the ATD Group to submit a declaration in this matter,

the members of the ATD Group "received Citigroup stock as part of the consideration of our

agreement on June 30, 2007, to sell ATD to Citigroup." See Whitcomb Decl., attached as

Exhibit E to Affidavit of Ira M. Press, dated Jan. 7, 2008 ("Press Aff"), (Docket # 16).

According to a press release by the ATD Group's counsel, Blank Rome, ATD was sold to

Citigroup for $680 million in cash and stock. See Press Release, Automated Trading Desk Sold

to Citigroup for $680 Million (Oct. 3, 2007), attached as Exhibit E to the Supp. Silk Deel. Based

on the registration statement for the transaction subsequent filed with the SEC, the total

consideration for Citigroup's purchase of ATD appears to have been $102.6 million in cash and

11,171,938 shares of unregistered Citigroup stock.I6

As a result of this transaction, members of the ATD Group continue to have significant

close ties to Citigroup. As presently reflected on ATD's own website, three of the ATD Group's

members Messrs. Altman, Butler, and Whitcomb—are currently members of the Board of

Directors of ATD. See ATD – Team Director Biographies, attached as Exhibit F to the Supp.

Silk Decl. As the ATD Group itself makes clear, Citigroup now owns all of ATD as a result of

purchasing all of ATD outstanding shares in a private transaction with the ATD Group.

Accordingly, the ATD Group's members are presently on the Board of Directors of a wholly-

owned unit of Citigroup and are, therefore, entirely atypical of other Class members. See, e.g.,

In re Indep. Energy Holdings PLC, 210 F.R.D. 476, 481 (S.D.N.Y. 2002) (Scheindlin, J.)

16 On October 2, 2007—the date the transaction closed and the ATD Group aquired their Citigroup shares—thehigh price of Citigroup stock was $48 per share. The Certifications submitted by the members of the ATD Groupstate that they acquired their Citigroup shares at a price of $52 per share, demonstrating that the ATD Group did notpay market price for those shares and, accordingly, cannot avail themselves of the fraud-on-the-market theory.

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("[C]ourts have routinely found a disqualifying unique defense where the potential named

plaintiff has had a direct or personal relationship with a board member or officer of the issuing

company.")

Further highlighting the close cormections and identity of interest between the ATD

Group's members and the Citigroup defendants in this action is the fact that the ATD Group's

members could actually be liable as defendants for the very same misstatements that Citigroup

is charged with in this action. The Citigroup shares that the ATD Group received in their

private sale were initially unregistered. However, the day after the deal closed, on October 3,

2007, Citigroup filed an SEC Form S-3ASR registration statement—commonly known as a

"shelf registration"—allowing the former ATD shareholders to sell their Citigroup shares "from

time to time" and "in various types of transactions, including sales in the open market." See

ATD Registration Statement, Supp. Silk Decl., Exhibit G. Significantly, that registration

statement incorporates by reference the very financial statements that the class members in

this action allege are false and misleading, including Citigroup's Annual Report on Form 10-K

for the year ended December 31, 2006 and Citigroup's quarterly reports on Form 10-Q for the

quarters ended March 31, 2007 and June 30, 2007. See id. at 4. See Memorandum in Support of

the Motion of the ATD Group ("ATD Mein"), at 2 (Docket It 20) (stating that the "suits allege

that Citigroup's class period financial statements were materially inaccurate in their description

of Citigroup's exposure to subprime mortgage related securities").

Sales of Citigroup shares by former ATD shareholders pursuant to this registration

statement could give rise to liability on the part of the ATD Group. Two members of the ATD

Group have already sold shares pursuant to this registration statement, the Whitcomb Trust and

Butler, (see Butler and Whitcomb Lead Plaintiff Certifications, attached as Exhibit C to the Press

- 19 -

Aff. (Docket # 16)), and they could be defendants in a suit by Citigroup investors under Sections

11 and 12(a)(2) of the Securities Act of 1933, for the identical reasons being asserted in this class

action. The ATD Group thus has interests that are directly contrary to the Class because its

members will be forced to argue, in their own defense, that the Citigroup financial statements

incorporated in their registration statement were accurate, while the Class is seeking to prove that

those statements were false and misleading.

Indeed, members of the ATD Group have already publicly demonstrated their willingness

to overlook Citigroup's transgressions and shown their disinclination to zealously advocate the

claims in this action. For example, David Whitcomb who submitted the only Declaration on

behalf of the ATD Group—would now have the Court believe in the "close alignment of

interests between [the ATD Group] and other Class Period purchasers" and his "strong desire to

prosecute the claims on behalf of' the Class. ATD Mem. at 9 (Docket # 20). On November 5,

2007, however, Mr. Whitcomb had the following to say in a message he posted on Marketbeat,

an online blog maintained by the Wall Street Journal:

Citi's loss of $50 billion in market cap is a ridiculous over--reaction.While there may be write-downs in excess of what they have taken andforecast to date, there is no possible way Citi could lose $50 billion.That would be more than half of their total exposure. The creditinstruments in question are just not that bad.

By way of full disclosure, 1 should note that I am Chairman Emeritus ofATD, which was sold to Citi recently, so I hold a lot of Citi stock andam NOT a disinterested party. However, as a retired professor offinance (Rutgers Univ), I'd say this whether I owned Citi stock or not.

Posting of David K. Whitcomb, PhD, MarketBeat Blog WSJ.com: Erasing $120 Billion in

Market Cap, http://blogs .w sj . com/marketbeat/2007/11/05/erasing-120-billion-in-market-cap/,

attached as Exhibit H to the Supp. Silk. Dec. With public statements such as this one effectively

conceding key elements of the Class's claims to the defendants, there is little reason to believe

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that the ATD Group will, in light of the unusual circumstances of its members, be able to

effectively fulfill the obligations of a Lead Plaintiff.

The close relationship between the members of the ATD Group and Citigroup, and their

joint involvement in a sophisticated privately negotiated sale, also suggest a strong likelihood

that—unlike other Class members—the ATD Group did not acquire its shares based purely on

public information. Rather, through their access to nonpublic information, the members of the

ATD Group would not have relied on the integrity of the public markets in the same way that

other Class members necessarily did—thereby subjecting the ATD Group to unique defenses and

rendering the group an inappropriate Lead Plaintiff. See 15 § 78u-4(a)(3)(B)(iii)(II)

(barring a movant that "is subject to unique defenses that render such plaintiff incapable of

adequately representing the class"); see also Basic, Inc. v. Levinson, 485 U.S. 224, 247-48

(1988) ("An investor who buys or sells stock at the price set by the market does so in reliance on

the integrity of that price_ [But a]ny showing that severs the link between the alleged

misrepresentation and either the price received (or paid) by the plaintiff, or his decision to trade

at a fair market price, will be sufficient to rebut the presumption of reliance.... [The presumption

would be rebutted as to] plaintiffs who would have divested themselves of their shares

without relying on the integrity of the market.").

The Second Circuit has explained why the presence of unique defenses can result in a

finding of atypicality:

While it is settled that the mere existence of individualized factualquestions with respect to the class representative's claim will notbar class certification, class certification is inappropriate where aputative class representative is subject to unique defenses whichthreaten to become the focus of the litigation. Regardless ofwhether the issue is framed in terms of the typicality of therepresentative's claims or the adequacy of its representation, there

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is a danger that absent class members will suffer if theirrepresentative is preoccupied with defenses unique to it.

Gag Plastic Packaging Corp. v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 903 F2d 176, 180

(2d Cir. 1990) (internal citations omitted).

Thus, as explained in Grace v. Perception Tech. Corp., 128 F.R.D. 165, 169 (D. Mass,

1989), a problem can arise when the proposed class representative has relied upon "information

that is not generally available to the public, and hence to the unnamed class representatives."

Even though questions of reliance virtually disappear whenplaintiffs employ a fraud on the market theory, if a plaintiff hasrelied on non-market information that plaintiff may be subject tounique defenses at trial. Such a plaintiff could hurt the class heseeks to represent by having to litigate issues that solely relate tohis special reliance. The fraud on the market theory is specificallyaimed at protecting open market purchasers who did not directlyrely on any representations regarding the stock. Thus, if a plaintiffrelies on representations, specifically those which are not availablethrough market sources, then he cannot be said to have relied onthe integrity of the market, and is atypical of those who have sorelied.

Id. (internal citations omitted). Likewise, in Network Assocs., the court denied the application of

a party seeking to be appointed lead plaintiff where "the lion's share of [its] acquisition of

Network [Associates] securities was not in open-market transactions but via a merger." 76 F.

Supp. 2d at 1029. The court, noting the importance of the fraud-on-the-market presumption in

securities class actions, found that "KBC, unfortunately, would be encumbered with the unique

question whether it acquired its Network shares on better terms than the investing public and not

fully in reliance on the market price." Id. at 1029-30.

Similarly, in In re Critical Path, Inc. Sec. Litig., 156 F. Supp. 2d 1102 (N.D. Cal. 2001),

three members of a family who acquired shares of Critical Path stock in exchange for shares in

PeerLogic sought appointment as lead plaintiff. The court concluded that the group was "not

- 22 -

adequate because of the manner in which it acquired its shares, which was the apparently

privately negotiated acquisition of PeerLogic." Id. at 1110. Finding that "the concerns raised by

a private transaction are appropriately addressed at this stage," the court held that "[appointing

as lead plaintiff one who acquired its shares in a private transaction invites lengthy litigation both

at the class certification stage and thereafter of whether that plaintiff is subject to unique

defenses. Certainly the Court should not appoint as lead plaintiff one whose appointment will

invite scrutiny of the details of a private transaction." Id. at 1110-11 (emphasis added). The

court further concluded that "[e]xposure to the concerns raised by a private transaction would

disserve the class that the Court is charged with protecting." Id. at 1111.17

While the ATD Group claims that no confidential information was provided, see ATD

Mem. at 9 (Docket # 20), it has refused to provide a copy of the June 30, 2007 Purchase

Agreement or the "acquisition documents" that it claims establish that it did not receive any non-

public representations or information concerning Citigroup. See Letter from Peter S. Linden to

Michael J. Pucillo (Jan. 11, 2008), attached as Exhibit I to the Supp. Silk Deel. Instead, it has

submitted a declaration from only one of its five members, David Whitcomb, stating that

Citigroup's SEC filings and information on Citigroup's website "represented the sole sources of

information that the ATD Group had respecting the financial condition of Citigroup." See

" See also Coopersmith v. Lehman Bros., Inc., 344 F. Supp. 2d 783, 788 (D. Mass. 2004) (noting that court hadpreviously denied party's motion for appointment as lead plaintiff where that party "had not purchased her shares onthe open market, but had actually obtained her shares when she sold a company in a private transaction"); In rePeregrine Sys., Inc. Sec. Litig.§, No. Civ. 02 CV 870-J(RBB), 2002 WL 32769239, at *6-7 (N.D. Cal. Oct. 11,2002) (denying motion for appointment as lead plaintiffs where movants acquired shares via a merger transactionrather than on the open market, thereby raising issues as to whether those movants were privy to non-publicinformation that would subject them to unique defenses that they did not acquire their shares solely in reliance onthe market price).

- 23 -

Whitcomb Decl., at 3.18

In In re Peregrine, 2002 WI, 32769239, at *6-7, as in this case, not all of the members of

the group submitted declarations to support their assertion that they did not rely on non-public

information. The court rejected the movant group because it "ha[d] not presented sufficient

evidence of the infonnation on which it did rely in obtaining its shares." Id. at *7. Noting that it

could not resolve questions as to reliance at the lead plaintiff stage, the court found nonetheless

that "[t]he fact that plaintiffs will be subject to such defenses renders their claims atypical of

other class members." Id. at *7 (quoting Landry v. Pricewaterhouse Chartered Accountants, 123

F.R.D. 474, 476 (S.D.N.Y. 1989).

The exact financial knowledge held by these individuals at the timethey acquired their shares will no doubt be fleshed out duringdiscovery and issues unique to the Group raised at that time. Thoseissues loom too large for the court to determine at this preliminarystage that the Remedy Group is able to adequately represent theinterests of the remaining class members.

Id.

Similarly, in Critical Path, 156 F. Supp. 2d at 1110-11, the court noted that in an effort to

demonstrate its suitability as lead plaintiff, the movant had "submitted a declaration stating that it

'did not rely on non-public information in making the decision to exchange [its] PeerLogic

shares for Critical Path shares. Rather, [its] investment decision was based upon publicly

available information that was known to the entire market." Id. The court found the applicant's

18 In addition to the right of indemnification provided to the ADT Group by Citigroup, there may well be variouswarranties and representations contained in the June 30, 2007 Purchase Agreement between Citigroup and ATD thatwould raise typicality concerns. Indeed, it would be customary for representations and warranties to be made in adeal of this magnitude. In response to a request by the U.S. Public Fund Group, counsel for ATD Group refused toprovide a copy of the June 30, 2007 "agreement" referenced in the Whitcomb Declaration that would speak to thoseissues. As a result, there are many unanswered questions concerning those representations and warranties that raisepossible conflicts and typicality problems. Because the ATD Group's counsel have not made the PurchaseAgreement part of the record, and refused to provide it when asked, it is impossible for the Court to determinewhether the AID Group relied on warranties not made to the general public, or whether there might be potentialcounterclaims that Citigroup might bring against the AID Group. The likelihood that defendants will focus on theseissues if the ATD Group is appointed Lead Plaintiff— and thereby distract from the prosecution of this litigation — issufficient basis to find that the ATD Group is atypical of the Class.

- 24 -

"conclusory statement that it did not rely on nonpublic information" insufficient to satisfy the

court's concerns regarding typicality and possible unique defenses. Id.

The concerns expressed in Peregrine and Critical Path apply with equal force here. The

ATD Group's motion for appointment as lead plaintiff lacks the necessary information to put

these concerns to rest. One conclusory declaration, from one of five group members, without the

documentation relating to the underlying acquisition of Citigroup stock, is simply not sufficient.

In sum, given the ATD Group members' current direct affiliation with Citigroup, their

potential liability as defendants to Citigroup investors, their public declarations against the

interest of the Class, and the likelihood that they acquired Citigroup shares based on preferential

access to nonpublic information, the ATD Group is inappropriate Lead Plaintiff and should not

be appointed by the Court.

CONCLUSION

For all the above reasons, the U.S. Public Fund Group respectfully requests that the

Court: (1) appoint the U.S. Public Fund Group as Lead Plaintiff pursuant to Section

21D(a)(3)(13) of the PSLRA; (2) approve the U.S. Public Fund Group's selection of Lead

Counsel for the Class; (3) consolidate all related securities class actions; and (4) grant such other

and further relief as the Court may deem just and proper.

Dated: January 28, 2008 Respectfully submitted,

Is/ Gerald H. Silk BERNSTEIN LITOWITZ BERGER& GROSSMANN LLP

Gerald H. Silk (GS-4565)Avi Josefson (AJ-3532)Noam Mandel (NM-0203)1285 Avenue of the Americas, 38th FloorNew York, New York 10019Telephone: 212-554-1400Facsimile: 212-554-1444

- 25 -

BERMAN DEVALERIO PEASE TABACCOBURT & PUCILLOJeffrey C. Block (18-0387)Kathleen M. Donovan-MaherLeslie R. SternOne Liberty SquareBoston, Massachusetts 02109Telephone: 617-542-8300Facsimile: 617-542-1194

Michael J. PucilloAnne O'BerryEsperante Building222 Lakeview Avenue, Suite 900West Palm Beach, FL 33401Telephone: 561-835-9400Facsimile: 561-835-0322

Counsel to the U.S. Public Fund Group andProposed Lead Counsel for the Class

-26-

Exhibit B

CII Page 1 of 1

?P a Council of Institutional Investors

The Voice of Corporate Governance‘NTEr...6

History

Collective action to spur changeWhen the Council of Institutional Investors (CII) was created in 1985, with 21 members andno staff, few could imagine the monumental changes in corporate governance that it wouldsee—and help to bring about—before its 20th anniversary.

The Council was founded in an era of corporate takeovers and efforts to thwart them,imperial CEOs and insulated boards of directors. Shareowners had little say in mostcorporate decisions and did not appreciate the potential power of their proxy votes.

Evolution of the CouncilA small group of visionary public pension fund officials realized that companies in whichthey were investing their members' retirement assets needed more oversight byshareowners. They also believed that by pooling their resources, institutional investorscould use their burgeoning proxy power to hold companies accountable.

Jesse Unruh, the elected state treasurer of California, New York City Comptroller HarrisonJ. Goldin and State of Wisconsin Investment Board Chair John Konrad were the foundingco-chairs of the Council. They were joined by 18 other organizations.

The Council todayFrom that day forward, the goal of the Council has been constant even as the membershiphas grown larger and more diverse. Today, members include more than 140 public, unionand corporate pension funds with combined assets that exceed $3 trillion.

Members have used their proxy votes, shareholder resolutions, pressure on regulatorybodies, discussions with companies and litigation where necessary to effect change. Manyof the Council's corporate governance policies, once considered radical, are now in themainstream.

Institutional shareowners have a much greater voice today than they did 20 years ago. Andthe Council continues to provide the constant vigilance and hard work needed to protectand strengthen that voice.

"The Council of Institutional Investors may prove to be one of the most importantdevelopments in investor representations since the inception of the SEC (Securities andExchange Commission)."-John S. R. Shad, Chairman, Securities and Exchange Commission, 1988

http://www.eii.org/about/history?layout=print 4/13/2009

Exhibit C

i-International. Corporate Governance Network 111 ,. 141;̀ , -exchanging corporate governance information internationallyraisin • cor•orate g overnance standards throu g hout the world

Home About the ICON 'Membership Committee Work in 2 ,,z Conferences

Members' LoginSearch the site , Searchk Password:ID:4 About the Network AbOa the Retwork

4 The Network's Mission

The International Corporate Governance Network ("ICGN") is a not-for-profit companylimited by guarantee under the laws of England and Wales. It has four primary purposes:

4 Memorandum a ArticlesO to provide an investor-led network for the exchange of views and information4 Network Development Et History about corporate governance issues internationally;04 Board of Governors to examine corporate governance principles and practices; andO to develop and encourage adherence to corporate governance standards and

4 The ICGN Awards guidelines;O to generally promote good corporate governance.

4 Working Committees

Membership of ICGN is open to those who are committed to the development of goodcorporate governance. The Membership section explains the benefits of membership,the different types of membership and how to join the ICGN.

ICGN members are estimated to hold assets exceeding $10 trillion.

The ICGN is governed by the ICGN Memorandum and Articles of Association (click here to

4 Site Map see these) approved at the Extraordinary General Meeting which took place in December2007.

Ea Contact the ICGN SecretariatThe management and control of ICGN affairs are the responsibility of the Board ofGovernors. Anne Simpson who attended the first meeting of the ICGN in 1995representing her then company, PIRC, was appointed in November 2004 as the firstExecutive Director of the ICGN. The Board in turn appoints a number of committees torecommend policy positions, to implement approved projects and to perform suchfunctions that the Board may specify.

The functions of the ICGN Secretariat were first undertaken by the Association of BritishInsurers (A81) and then in 2000, by the Institute of Chartered Secretaries andAdministrators (ICSA) in London.

Company Registration Details

International Corporate Governance NetworkRegistered at Companies House, Cardiff on the 8th January 2008

Registered Address16 Park CrescentLondonW1B lAHUnited Kingdom

Reg num: 6467372Telephone: 0207 612 7098Email:audrey.hart@icgn.org

Our main country of domicile is the United Kingdom.

Terms and Conditions 1 Print this page 1 Back to top

soko,International Corporate Governance Networkexchanging corporate governance information internationallyraisin • corporate • overnance standards throughout the world -

. Home About the I CGN -CoMMittee Work in the News Conferences

seam" Members LotSearch the site: Password: 0 0,

About the Network Results of the 17 December 2007 Extraordinary General MeetingICGN's Extraordinary General Meeting held on 17th December considered three

The Network's Mission resolutions, the votes for which are set out below:

4 memorandum a Articles 1. To approve by special resolution "We hereby RESOLVE to adopt the Memorandumand Articles of Association of the international Corporate Governance Network as laid

4 Network Development a History before this meeting.

Votes Votes Votes Votes Total votes4 Board of Governors in favour against withheld spoiled cast in favour

116 2 1 1 120 96.67%4 The 1CGN Awards

2. To approve by special resolution "We RESOLVE that the aforesaid Memorandum andArticles of Association should form the Memorandum and Articles of Association for4 working Committees the soon to be incorporated company limited by guarantee under English law, as ICGNLimited."

Votes Votes Votes Votes Total votesin favour against withheld spoiled cast in favour

116 2 1 1 120 96.67%

3. To approve by special resolution We RESOLVE to consent to the transfer of all theassets and liabilities of the International Corporate Governance Network subject to

4 Site Map the receipt of an appropriate indemnity in respect of discharging those liabilities to1CGN Limited on a date to be determined by the Governors of the InternationalCorporate Governance Network. We further authorise the Governors of the

Contact the 1CGN Secretariat International Corporate Governance Network to settle the terms of such transfer ofassets and liabilities and for them to delegate to any two of their members the powerto negotiate and agree the terms of such transfer."

Votes Votes Votes Votes Total votesin favour against withheld spoiled cast in favour

116 1 1 2 120 96.67%

This means that 1CGN can proceed to transform into a company limited by guarantee,limiting the liability of individual members to one pound sterling and forming the basisfor an application to acquire charitable status which wilt reduce the ICGN's tax liabilityas well as that of those who make donations to the ICGN. Work has already startedwork on formation of the new company, and once that is done, the ICGN will apply forcharitable status.

This is an important milestone in the development of the 1CGN and the Board is gratefulto all those who took time to vote. This was the Members' decision and it puts the 1CGNin a much stronger position going forward. The Chairman, on behalf of the ICGN,publicly wants to thank all those involved in the Secretariat, the 1CGN's legal advisers,

Gotshal Et Manges and Bates, Wells Et Braithwaite and Leo Goldschmidt, Chairmanof the Bylaws and Procedures Committee, for the hard work they put into preparing themeeting.

Terms and Condltions 1 Print this page 1 Back to top

Exhibit D

EITI Summary Page 1 of 2

IndustriesE 1.,4

ITaraltinaltPivaerencY

Published on Extractive Industries Transparency Initiative (http://eitransparency.ord )

Home >Whal_11EITI ? > Summary

EITI SummaryThe EITI sets a global standard for companies to publish what they pay and forgovernments to disclose what they receive.

3.5 billion people live in countries rich in oil, gas and minerals.With good governance the exploitation of these resources can , . , . - - -generate large revenues to foster growth and reduce poverty. .4-t-7,:k-,...-.-4:,.,--,,,k----., .- --

4— - --,-,---w,-„,,,_ , ,., However when governance is weak, it may result in poverty, —

corruption, and conflict. The Extractive Industries Transparency . :.Initiative (EITI) aims to strengthen governance by improving- --A'transparency and accountability in the extractives sector,

The Extractive Industries Transparency Initiative (EITI) supports'',: .--.-- --:,. 1-1improved governance in resource-rich countries through the

, 1 ,,:-, verification and full publication of company payments and

- A , .,,,,.' government revenues from oil, gas and mining. Click here forvtlifmore detail on the Principles [1] and the Benefits [2] of the EITI,

The EITI is a coalition of governments, companies, civil societygroups, investors and international organizations. In 2005, the EITI conducted anextended and thorough consultation on how to take the initiative forward. This was led bythe International Advisory Group (IAG), The IAG produced a report [3] that contains thegovernance structure 141, the approved methodology and the future direction of the EITI.For more on the history on EITI, click here [53.

The EITI has a robust yet flexible methodology that ensures a global standard ismaintained throughout the different implementing countries. The EITI Board arid theinternational Secretariat are the guardians of that methodology. Implementation itself,however, is the responsibility of individual countries. The EITI, in a nutshell, is a globallydeveloped standard that promotes revenue transparency at the local level.

The EITI Source Book [6] provides guidance for countries and companies wishing toimplement the initiative. The Validation Guide [7] establishes the methodology countriesneed to follow to become fully compliant with the EITI. Click here for the EITI Fact Sheet (81

and the current workplan [91.

lutp://eitranspareney.org/print/2 4/13/2009

EITI Summary Page 2 of 2

If you want any further information about implementing or expressing your organisation'ssupport for the initiative, please contact the Secretariat ricl.

Site Map I Contact Us© Copyright 2009 All rights reserved. Legal Disclaimer

-Source URL: http://eitransparency.orgieiti/summary

Links:[1]http://eitransparency.org/eiti/principles[2]http://eitransparency.org/eiti/benefits[3]http://eitransparency.org/docurnent/iagreport[4]http://eitransparency.org/about/governance[5]http://eitransparency.org/eiti/histary[6]http://eitransparency.org/document/sourcebook[7]http://eitransparency,org/document/validationguide[8]http://eitransparency.org/document/factsheet[9]http://eitransparency.org/document/workplan[10]http://eitransparency.org/contact

latp://eitranspareney.org/print/2 4/13/2009

Governance Structure Page 1 of 2

EXtraCtilie' n ' 'A isidu4tries

TransparencyInitiative.

Published on Extractive Industries Transparency Initiative (htts://eitranstarenc .or.)

Home > At-.)out Us > Governance Structure

Governance Structure

(every 2 years)

EXTRACTIVE _

COMPANIES

CIVIL SOCIETYGROUPS -

- . s eEr 4i AR -' ....-..v.,,,,,,,,......,.-4

IMPLEMENT/NGGOVIS (Key decision making body for

.. .+, Ern - meets 2-3 times a year)

SUPPORTINGGO'49'S

f .' "- - 101flitr'-:

INVESTORS .

.._ _ , - ' 7.1:::::,-,:'.."..• '..".;.• : 2.•:.-'.:.-: 't Wi....:: -,,,---;,,q,,, .,. ..-..-;',72,..': -.)":n‘:.:::-.4,L....7::''.:'1.:-..Lt1 :.i?....i.::::;;?....:%::,;:,;.

t iidsectiri Oslo) (adm;r4Etered by the Vic.rld BE..nk). .

In September 2006 an EITI Board was established with the responsibility for the overalldevelopment, strategic direction, and credibility of the EITI as well as for outreach andadvocacy. The Board makes recommendations on these issues to a biennial ElTIConference, and is supported by a small EIT1 Secretariat. Membership of the Boardreflects the multi-stakeholder nature of the EITI.

The Board 2006-2009 is chaired by Dr Peter Eigen, founder of Transparency International,and consists of members from countries, companies and civil society.

The international community provide support both bilaterally and through the EITI Multi-Donor Trust Fund il l managed by the World Bank 12]. The Secretariat is funded by thesupporting countries and the supporting companies. Implementing country governments,

http://eitransparency.org/print/33 4/13/2009

Governance Structure Page 2 of 2

pay for the validation [3] of their EITI process.

Site Map 1 Contact Us@ Copyright 2009 All rights reserved. Legal Disclaimer

Source URL: http://eitransparency.org/about/qovernance

Links:[1]http://eitransparency.org/about/mdti[2]http://www.worldbank.org[3]nttp://eitransparency.orgieiti/implernentationivalidation

http://eitransparency.org/print/33 4/13/2009

Exhibit E

" " • "

•

. NA 1 IONAL ASSO IL• ON Of S.114,1L RLI IULIYIL.NT AD M1 NtSTR.ATORS• •

NASE,A. r • •" " •: . : :

•

EXPAND At.L 1 COLLAPSF

About NASRA Home

What's New

About NASRA Who we are What we do Contact ]

Who Vile Are

Constitution Who we are

Bylaws

Dues & Conference Fee NASRA is a non-profit association whose members are the directors of the nation's state, territorial, and

Structure largest statewide public retirement systems. NASRA members oversee retirement systems that hold more than $2.0 trillion in assets and that provide pension and other benefits to more than two-thirds ofApplication for Associate all state and local government employees.

Membership Form NASRA Associate members are private sector firms that work with governmental retirement systems.

Past NASRA Presidents An associate membership belongs to the firm and can be transferred to a different representative within

Contact Us the firm. NASRA limits the number of associate members to 200. Associate membership does notinclude subsidiaries. Associates are represented in NASRA by nine members who serve on the Associate

Directories Advisory Committee; the chair of the Associate Advisory Committee is a member of the NASRA Executive Committee.

Conferences & Meetings •

Federal Page _ , „., , „ „-„

Resources & ResearchWhat do we do?Divestment Resource Guide

Economic Effects of Public NASRA activities are coordinated by the executive Director, the Director of Federal Reiations,and the Research Director, and include the following:

Pensions

Public Fund Survey• Providing assistance or rallying support for any member facing a challenging situation.

NASRA Resolutions

NASRA Newsletter e Maintaining a legislative presence in the nation's capital to influence legislation impacting thepublic pension industry.

Career Opportunities

Links to Other Sites 0 Maintaining a standing survey of key characteristics of public retirement systems. Access to thesurvey is limited to members of NASRA and the National Council on Teacher Retirement, their

Contact Us associate and corporate members, respectively, and members of other designated groups.

Restricted Access• Providing networking opportunities for members and associate members, especially through an

annual conference

O Providing opportunities for all NASRA members to communicate through email list servs and aNASRA newsletter. Four list servs provide an easy method of communication for members,associates, contact individuals at member systems, and system procurement officers.

O Maintaining a clearinghouse of information and resources pertinent to public retirement systemadministration and policy. This information is available from the NASRA web site and the NASR,Astaff.

O Providing financial support and participation on the Governmental Accounting Standards Board(GASB) that formulates accounting rules applicable to public retirement systems,

O Maintaining membership on the Public Pension Coordinating Council, an umbrella group thatpromotes excellence among public retirement systems and coordinates activities for the publicpension community.

Contact Us

For questions about NASRA membership, the annual conference, or about NASRAadministrative issues:

Gienda ChambersExecutive Director225-757-7452glendac©nasra,org

For questions about federal issues and legislation:

Jeannine Markoe RaymondDirector of Federal Relations202-6244417jeannine@nesra.org

For research questions and questions about state retirement issues:

Keith Brainard (Dip)Research Director512-868-2774keithb@nasra.org

Exhibit F

About NCTR Page 1 of 2

NATIONAL COUNCIL ON TEACHER RETIREMENT Ct SEARCH SffE

Home » About NCTR

- About NPTIRCommittees Governing Documents Member

Home Directory Staff----- The National Council on Teacher Retirement (NCTR) isAbout NCTR constituted as an independent association dedicated to

safeguarding the integrity of public retirement systems inAnnual Convention the United States and its territories to which teachers

belong and to promoting the rights and benefits of allFederal A present and future members of the systems.

Governmental NCTR began in 1924, affiliated with the National EducationRelations Association in 1937, and became an independent

association in 1971. NCTR is constituted as a nonprofit tax-exempt entity underSection 501(c)(6) of the Internal Revenue Code.

MeetingsMembers

Member Directory NCTR membership includes 73 state, territorial, local, and university pensionsystems. These systems serve more than 19 million active and retired teachers,

News Room non- teaching personnel, and other public employees, and have combined assetsof more than $1A trillion in their trust funds.

Resources Purposes

Workshops The purposes of the Council are to:

'I. Provide guidance in the development and management of financially soundand equitable retirement plans for qualified career public employees and topromote benefit levels for members and beneficiaries that will assure economicsecurity.

2. Encourage plan directors, administrators, and trustees to: (a) provideprogressive leadership and sound management to assure that plan objectives areattained; (b) identify problems that impact plan administration and devisesolutions in those problems; (c) act as a catalyst in dealing with federal legislativeand regulatory issues that impact plan administration.

3. Provide a national forum for the discussion and resolution of public policyissues affecting public pension funds by: (a) collecting and analyzing data aboutthe funds; (b) presenting the results of such analysis to Congress, relevantfederal agencies, and comparable state bodies; and (c) acting as a clearinghouseso that NCTR members can share information about state legislative and statecourt litigation activity,

4.Encourage the development of standards of conduct for plan fiduciaries thatwill assure control and management of plan assets for the exclusive benefit ofmembers and beneficiaries.

5.Counsel NCTR member systems in the development of procedures to assuredisclosure to members (and others where required by law) of all informationrelating to the plan, including benefits and funding. This activity should include

http://www.notr.org/Aboute/D2ONCTRAndex.htual 4/13/2009

About NCTR Page 2 of 2

the publication and distribution of annual reports reflecting the financial conditionof the plan, as well as the distribution to each participant of an annual statementreflecting the status of his/her account.

6. Urge NCTR member systems to undergo periodic actuarial evaluations todetermine the soundness of funding practices. The valuation should utilize soundactuarial procedures to assure the adequacy of each plan's funding.

7. Encourage NCTR member systems to develop a statement of investmentobjectives and policies designed to protect plan assets and to achieve the bestpossible investment yields, consistent with the standards of prudence imposedupon funding fiduciaries.

Contact Us I 7600 Greenhaven Drive, Suite 302, Sacramento, California 95831 PH 916-394-2075 FAX916-392-0295 2008 NCTR

http://www.netr.org/About%2ONCTR/index.html 4/13/2009

Exhibit G

Principles for Responsible Investment 1 About Page 1 of 3

Principlesfor,' -

ntd :;

An investor initiative in partnership with UNEP Finance Initiative and the UN Global Compact

Keep me informed Enter email ... LOCI

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PRI in thenews

• GSR Europe ',NorwayAn €2.3bn EilVircnnientalAndSustainableInvestmentsEQrGQ.vemme,ntPension Fund

About News] 03-(4-2009

Our People • ResponsibleInvester2

. aY.There is a growing view among investment professionals that environmental, NdrWannouncessocial and corporate governance (ESG) issues can affect the performance of

investment portfolios. Investors fulfilling their fiduciary (or equivalent) dutytherefore need to give appropriate consideration to these issues, but to date have environmental

endlacked a framework for doing so. The Principles for Responsible Investmentprovide this framework. sustainable

investmentsThe Principles are voluntary and aspirational. They are not prescriptive, but forinstead provide a menu of possible actions for incorporating ESG issues into Governmentmainstream investment decision-making and ownership practices. Pension Fund

t 2009-04-03Signing represents a very real commitment to the Principles, demonstrating • FT 1 support from the top-level leadership of the whole investment business. And Sgstainable.applying the Principles should not only lead to better long-term financial returns investingbut also a closer alignment between the objectives of institutional investors and profits from

bttp://www.unpri.orgiabout/ 4/13/2009

Principles for Responsible Investment I About Page 2 of 3

those of society at large. failures j.20.09-0..129

Developing the Principles for Responsible Investment • PrivateEquityOnlinet . More than

In early 2005 the United Nations Secretary-General invited a group of the world's 9.()°/0 of I,Pslargest institutional investors to join a process to develop the Principles for call for GPs toResponsible Investment (PRI). Individuals representing 20 institutional investors assess ESGfrom 12 countries agreed to participate in the Investor Group. The Group risk - registeraccepted ownership of the Principles, and had the freedom to develop them as to read 127-they saw fit. 03:29.N.

• ResponsibleThe Group was supported by a 70-person multi-stakeholder group of experts from Investor IFC the investment industry, intergovernmental and governmental organizations, civil report putssociety and academia. The process, conducted between April 2005 and January sustainable'2006 involved a total of five days of face-to-face deliberations by the investors emergingand four days by the experts, with hundreds of hours of follow-up activity. The markets equityPrinciples for Responsible Investment emerged as a result of these meetings. M01..at

The process was coordinated by the United Nations Environment Programme reveals Jogai(UNEP FI) and the UN Gicbal ....compact. The PRI reflects the market traits

core values of the group of large investors whose investment horizon is generally 2(309-04-01long, and whose portfolios are often highly diversified. However, the Principles areopen to all institutional investors, investment managers and professional servicepartners to support. »

Following the launch of the Principles, Phase 2 of the process will promote RPM

adoption of the Principles by additional investors, provide comprehensiveresources to assist investors in implementing the Principles and actions, and RI in thefacilitate collaboration among signatories. newsPRI Board • LiMPIrl

The PRI initiative is governed by an elected Board of 11 representatives from Dollars &asset owner signatory organisations and two representatives from the United Sense:Nations. The Secretariat reports to the PRI Board. Socially

rgapg..0.5.1DIPBoard members: investing 10-

9472009_• Michael Musuraca, Trustee, New York City Employees Retirement Scheme • FT.com ...i• Donald Macdonald, Trustee, British Telecom Pension Scheme

Sustain• Howard Jacobs, Trustee, Universities Superannuation Scheme abIP

f• Daniel Simard, General Coordinator, Comite syndical national de retraite

funds ace apam...ar.g.ggBatirente r.110-04-2009

• Glen Saunders, Trustee, New Zealand Superannuation Fund • Environmental• Antoine De Salins, Executive Director, Fonds de reserve pour les retraites Leader

(FRR) QMPerata• Else Bos, CIO and Executive Director, PGGMMa

reat

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eraO

rs.• Anne Stausboll, Assistant Executive Officer - Investments, CalPERS

F.O.CM• Visit Tantisunthorn, Secretary-General, Government Pension Fund of G

ThailandnvgamPnt..l.n.• Sergio Rosa, President, PREVI Sustainability.:

• Martin John Kuscus, Chairman, Government Employees Pension Fund of.19.4)South Africa

.4.72Q.Q.9• The

• Achim Steiner, Executive Director, UNEP (Paul Clements-Hunt as special CAsdesignate) Pr

so iatedeSS1

• Georg Kell, Executive Director, UN Global Compact (Gavin Power as special Researcherdesignate)

ranks.....mplugtfund QW...carbon

http://www.unpri.org/about/ 4/13/2009

Principles for Responsible Investment 1 About Page 3 of 3

footprint 09-04-2009

• CSRWirbA5SET4Carbon Data& EstimatesAvaiiable Now106:04-2009

» View all RI news

http://www.unpri.org/about/ 4/13/2009

Principles for Responsible Investment 1 Signatories Page 1 of 14

PR.1

Principlesor Responsible

An investor initiative in partnership with UNEP Finance initiative and the UN Global Compact

Keep me informed Enter email .. ;r1GA

•• 1 1• L_1• I•

• 1 1

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Signatories to the Principles forResponsible InvestmentThere are three main categories of signatory:

• Asset owners• Investment managers• Professional service_partners

Asset owner signatories

Institution Link CountryNewAccident Compensation Corporation Zealand

Achmea NetherlandsAPI SwedenAP2 SwedenAP3 Sweden

AP4 Sweden

AP7 Sweden

APG NetherlandsARIA AustraliaArkitekternes Pensionskasse (The Architects' DenmarkPension Fund)ARUS Brazil

NewASB Community Trust Zealand

http://www.unpri.org/signatories/ 4/13/2009

Principles for Responsible Investinent1 Signatories Page 2 of 14

ATP - The Danish Labour Market Supplementary DenmarkPensionAustralian Capital Territory AustraliaAustralianSuper AustraliaBanesprev Brazil

BBC Pension Trust Lim Unitedited KingdomBBVA Fondo de Empleo SpainBP Pension Fund UKBpf AVH NetherlandsBritish Columbia Municipal Pension Plan CanadaBT Pension Scheme UKCaisse de depot et placement du Quebec CanadaCaisse des depots et consignations - CDC FranceCalPERS USACaISTRS USACanada Pension Plan Investment Board CanadaCARE Super AustraliaCatholic Superannuation Fund AustraliaCBUS Superannuation Fund AustraliaCelpos BrazilCENTRUS- Fundacao Banco Central de BrazilPrevidencia PrivadaCeres - Fundacao de Seguridade Social BrazilChristian Super AustraliaChristopher Reynolds Foundation USAChurch of Sweden SwedenCIA (Caisse de Prevoyance du Canton de SwitzerlandGeneve)Comite syndical national de retraite Batirente CanadaComminsure Australia

NewCommunity Trust of Southland ZealandConnecticut Retirement Plans and Trust Funds USA(CRPTF)CSR Capital DenmarkDanish Pension Fund for Engineers (DIP) DenmarkDESBAN BrazilDexia Insurance Services Portfollo21 Belgium

NewEarthquake Commission ZealandEconomus BrazilEnvironment Agency Pension Fund UKESSSuper AustraliaEtablissement du Regime Additionnel de la FranceFonction Publique - ERAFPEthias Assurance Belgium

FAELBA - Fundacao COELBA de Previdencia Brazil

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Principles for Responsible Investment 1 Signatories Page 3 of 14

ComplementarFASERN Brazil

First State Superannuation Scheme Australia

Folksam Sweden

Fondation Guile Switzerland

Fondo de Pensiones Cajasol Empleados Spain

Fonds de reserve pour les retraites - FRR France

Foriuz Brazil

Fuji Pension Fund Japan

Funcef Brazil

Fundagao 14 Brazil

Fundagao BrTPREV Brazil

Futurcaval, F.P. Spain

General Board of Pension and Health Benefits USAUnited Methodist ChurchGestien de Prevision y Pensiones E.G.F.P Spain

Global Crop Diversity Trust Italy

Goldman Sachs JBWere Superannuation Fund Australia

Government Employees Pension Fund of South South AfricaAfricaGovernment Pension Fund of Thailand Thailand

NewGovernment Superannuation Fund Authority Zealand

Health Super Australia

HESTA Super Fund Australia

HYY Group Finland

lAG & NRMA Superannuation pty Limited Australia

Illinois State Board of Investments USA

Ilmarinen Mutual Pension Insurance Company Finland

Industriens Pensionsforsikring A/S Denmark

Infraprev Brazil

Insurance Australia Group (IAG) Australia

Jessie Smith Noyes Foundation USA

Kehati - The Indonesian Biodiversity Foundation Indonesia

KfVV Bankengruppe Germany

Kikkoman Corporation Pension Scheme Japan

KLP Norway

LD Pensions Denmark

Lifeyrissjodur Verzlunarmanna (Pension Fund of IcelandCommerce)Local Government Pensions Institution Finland

Local Government Superannuation Scheme Australia

Local Super Australia

London Borough of Haringey Pensions Committee UK

London Pensions Fund Authority (LPFA) UK

Los Angeles County Employees Retirement USAAssociation (LACERA)Lothian Pension Fund UK

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Principles for Responsible Investment 1 Signatories Page 4 of 14

LSR IcelandLUCRF Super AustraliaMAIF FranceMennonite Mutual Aid USAMerseyside Pension Fund UKMidat Cyclops FP SpainMiddletown Works Hourly and Salaried Union USARetirees Health Care FundMistra SwedenMn Services N.V. NetherlandsMode Interieur Tapijt & Textiel (MITT) NetherlandsMP Pension, Pensionskassen for Magistre ogPsykologer (The Pension Fund for Danish M.A.'s, DenmarkM.Sc.'s and Ph.D.'s)Multi-Employer Property Trust USAMunich Reinsurance AG GermanyMutual Insurance Company Pension Fennia FinlandNathan Cummings Foundation USANational Pensions Reserve Fund of Ireland IrelandNew York City Employees Retirement System USANew York State Teachers' Retirement System USA(NYSTRS)New Zealand Fire Service Superannuation NewScheme Zealand

NewNew Zealand Superannuation Fund ZealandNGS Super AustraliaNorthern Ireland Local Government Officers NorthernSuperannuation Committee Ireland / UKNorwegian Government Pension Fund - Global(Ministry of Finance Norway and Norges Bank NorwayInvestment Management)Norwegian Government Pension Fund - Norway Norway(Ministry of Finance Norway and Folketrygdfondet)Pen-Sam Liv forsikringsaktieselskab DenmarkPensioenfonds Metaal en Techniek NetherlandsPensioenfonds PNO Media NetherlandsPensioenfonds Predikanten NetherlandsPensioenfonds Vervoer NetherlandsPension Fund of Zurcher Kantonalbank SwitzerlandPension Protection Fund UKPensionDanmark DenmarkPensionfund Metalektro (PME) NetherlandsPensions Caixa 30 FP SpainPensionskassen for Jordbrugsakademikere ogDyrlaeger (The Pension Fund for Agricultural DenmarkAcademics and Veterinary Surgeions)Petros BrazilPFA Pension Denmark

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Principles for Responsible Investment Signatories Page 5 of 14

PKA DenmarkPremium Pension Authority SwedenPREV1 BrazilSameinadi lifeyrissjodurinn (United Pension Fund) IcelandSAMPENSION DenmarkSEIU Pension Plans Master Trust USASISTEL BrazilSociete d'assurance-vie inc. (SSQ) CanadaSPOV NetherlandsStandard Life UKState Retirement and Pension System of USAMarylandState Wide Superannuation Trust AustraliaStichting Ondernemingspensioenfonds Mn NetherlandsServices (Opf)Stichting Pensioenfonds Zorg en Welzijn (formerly NetherlandsPGGM)Stichting Shell Pensioenfonds NetherlandsStichting Spoorwegpensioenfonds NetherlandsStorebrand NorwayStrathclyde Pension Fund UKSwiss Reinsurance Company SwitzerlandTaiyo Life Insurance Company JapanTapiola Mutual Pension Insurance Company FinlandTasplan AustraliaTeachers' Retirement System of the City of New USAYorkTelstra Super Pty Ltd Australia

NewThe Canterbury Community Trust ZealandThe Central Church Fund of Finland FinlandThe Co-operative Asset Management UKTradeka Corporation Finland

NewTrust Waikato ZealandTWUSUPER AustraliaUniSuper Management Pty Limited AustraliaUnited Church Foundation USAUnited Nations Joint Staff Pension Fund InternationalUniversities Superannuation Scheme - USS UKVaekstfonden DenmarkValle BrazilVicSuper AustraliaVictorian Funds Management Corporation AustraliaVision Super AustraliaVital Forsikring ASA SwedenZurich Financial Services Australia Ltd Australia

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Principles for Responsible Investment j signatories Page 6 of 14

Investment manager signatories*To add your 'PRI services link, please send the web adress of the page on your website outlining thespecific PRI-related services you have on offer.N8, linking to PRI services of signatories in no way indicates endorsement of these services by the UN orany other signatories,

Institution Link Country27Four Investment Managers South Africa

Aberdeen Asset Management UK

ABN AMR() Asset Management Netherlands

Access Capital Partners France

Actis UK

ADM Capital Hong Kong

Advanced Investment Partners US

Advantage Asset Managers (Pty) South AfricaLimitedAEGON Asset Management UKAlcyone Finance France

Allianz Global Investors France ERt..servipes. FranceAllianz Global Investors Korea Limited South Korea

Amalgamated Bank USA

AMP Capital Investors PRI services AustraliaAnacacia Capital AustraliaApostle Asset Management AustraliaArk Investment Advisors Inc. South KoreaArkX Pty Ltd AustraliaAstra Investimentos BrazilAtom Funds Management Pty Ltd pRI setzvicea AustraliaAustralian Ethical Investment Ltd. Australia

Aviva Investors UK

AXA Investment Managers France

Axiom Properties Limited Australia

Baillie Gifford UK

Bakers Alternative Energy Ltd AustraliaEstonia, Latvia and

Baltcap Ri serviceq Lithuania

Banco Sweden

. Banco Real Asset Management Brazil

Bank Sarasin & Co. Ltd Switzerland

BankInvest Denmark

BC Investment Management CanadaCorporationBC Partners UK

BDF Management Ltd Brazil PRI in theBennelong Funds Management Limited Australia

BlackRock USA newsBlue Marble Capital Management PRIservices Canada • cSREuLimited N.Q.nyu

Announces

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Principles for Responsible Investment I Signatories Page 7 of 14. ,.

Blue Wolf Capital Management USABlueOrchard Switzerland Environmental

AndBNG Capital Management Netherlands5t4.1a.I.00.12lO

BNP Paribas Asset Management France inVq..tingrit5Boston Common Asset Management _PRI s.ervices USA Foj,Boston Trust .E13i soryices. USAQP.A.I.Prnmpnt

Pension Fund BT Financial Group Australia - News 103-Cadiz Holdings South Africa 04:2009.Calvert Group El31...g..r.y.i,p,e USA • Re$PPOSN.PCapital Dynamics Switzerland Investor.

Capital Innovations PRI services USA NowaannounceS..

Capricorn Investment Group, LLC USA E2 3brlCarlson Investment Management Sweden/Luxembourg environmentalCambrea & Co Limited Australia and

sustainableCarthona Agriculture Australia investmentsCazenove Capital Management UK for

. _ . CCLA UK aQYQrnmQnt

Central Finance Board of the Methodist Pension FundChurch UK t2QQ97047Q.

• FT I Challenger Managed Investments Australia SustainableLimited investingCharter Hall Group Australia profits fromCinven UK failure_CClearBridge Advisors USA 2009-03-29

. privateqPityOnlineColonial First State Global Asset livlor.P than-Management (including First State AustraliaInvestments) oallfor_ 0..Ps .tQ.Community Capital Management, Inc ER1 p-ry.tc,e USA assess ESG Cordares Netherlands risk - register

Cordiant F.,,R! services Canada to_i_e_a_L: ,,I L27-0172..0.09.Coronation Fund Managers South Africa • RPW.91715.021.P

Corston-Smith Asset Management Malaysia Investor : IFC Credit Agricole Asset Management

rePOr.I.P.Vt5.FranceGroup sustainable'Cyrte Investments PRI services Netherlands QrnOrging.

markets equityDaiwa Asset Management Co. Ltd Japan assets atde Pury Pictet Turrettini & Cie Switzerland M.104n,.Deutsche Asset Management Germany re.Y.Pal.$ 'goalDexia Asset Management Belgium market traits 1

2009-04:01DnB NOR Asset Management AB Norway/SwedenDNZ Property Group Limited New ZealandDomini Social Investments USA » View all PRI

newsDoughty Hanson & Co UKDr. H011er Verrnagensverwaltung und Switzerland RI in theAnlageberatung AGDrapac Australia newsEG Funds Management Australia • LincolnEpworth Investment Management UK Journal...1

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Principles for Responsible Investment 1 Signatories Page 8 of 14

Ethical Funds Company, The Canada Dollars & Ethos Fund Switzerland Sense;

5.Q.Qi0.1.1Y.Etica Sga S.p.A Italy res_ponsibleEureka Funds Management Australia investing 110-F&C Asset Management Pf31.§_qtvios UK 04-2009

FT.cornFederal Finance France • ISustainPlpleFinanciere de Champlain France funds face a

Financiere de I`Echiquier France power...StruggleFirst Affirmative Financial Network, LLC USA 1.10:704-2009

• EnvirFive Oceans Asset Management Australia onmental Leader;

Foresters Community Finance Ltd Australia Q.oroorateForma Future Invest AG PRI services Switzerland Marketers•

' Fortis Investments Belgium ForeseeFrater Asset Management South Africa Greater

Investments inFuturegrowth Asset Management South Africa Sustainability .1Helens Gestion d'Actifs France 10-04-2009Generation Investment Management UK • ThQ.LLP AssociatedGenesis Fund Managers UK i?res.,S,..:

ResearcherGimar Capital Investissement France ranks mutualGlobal Currents Investment

funds byUSAManagement, LLC garbo.

Goldman Sachs JBWere Asset Australia, New foetprint109-Management Zealand 04:20.09

Governance for Owners UK • CSRWire .1A5.5.E.T.4Green Century Capital Management USA Carbon Data

Greencape Capital PRI.secyjses. Australia & EstirCIPteGroupama Asset Management France Available NowGrowthworks Capital Canada N.8-04-2009

Hamilton Lane USAHarcourt Investment Consulting Switzerland » View all Rt newsHenderson Global Investors PRIstrvioa UKHermes Pensions Management PRI services UKHerschel Asset Management AustraliaHighland Good Steward Management pRLserylq@§. USAHSBC Group Investment Businesses

PRI services UKLimitedHuljich Wealth Management PELP.I:YiceS New ZealandHyperion Asset Management Limited PRI services AustraliaICE Canyon LLC USAlmpax Asset Management UKIndustry Funds Management AustraliaInfinity Energy PRI seryjcps SingaporeING Investment Management NetherlandsInhance Investment Management Inc. CanadaInsight Investment FBI .ry..ig.o. UKInvesta Property Group PRI services, Australia

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Principles for Responsible Investment 1 Signatories Page 9 of 14

Investec South AfricaInvestment Solutions PRI services South AfricaInvestors Mutual Limited (IML) PRI services AustralianJF Capital Partners Ltd AustraliaJPMorgan Asset Management USAJupiter Asset Management UKKagiso Asset Management South AfricaKBC Asset Management PRi ser*es BelgiumKempen Capital Management NV NetherlandsKennedy Associates Real Estate USACounsel, LPKohlberg Kravis Roberts & Co, LLP USAKrull & Company USALa Banque Postale Asset Management France(LBPAM)Legae Capital South AfricaLend Lease Investment Management PRI services AustraliaLGT Capital Partners SwitzerlandLight Green Advisors USALimestone Investment Management EstoniaLiving Planet Fund Company PRI services LuxembourgLloyd George Management UKLombard Odier Darier Hentsch & Cie SwitzerlandLoring, Wolcott & Coolidge Office USALundmark & Co Fondforvaltning AB SwedenMacif Gestion FranceMaple-Brown Abbott Limited AustraliaMarc J Lane Investment Management USAInc.Maua Investimentos Ltda BrazilMazi Visio Manco Pty Ltd South AfricaMergence Africa Investments South AfricaMeritas Financial Inc. CanadaMeta Asset Management SwedenMiller Howard Investments USAMirae Asset Investment Management South KoreaCo., LtdMitsubishi UFJ Trust and Banking JapanCorporationMitsui Asset Trust and Banking Co., JapanLtd. (MATB)Mizuho Trust & Banking Co., Ltd JapanMunros Capital Management LLP UKNatcan Investment Management PRi_sprVic,?§ CanadaNatixis Asset Management FranceNatural Investments LLC USANevastar Finance UKNew Amsterdam Partners USA

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Principles for Responsible Investment 1 Signatories Page 10 of 14

Newton investment Management UKNikko Asset Management Co. Ltd. JapanNissay Asset Management Corporation JapanNonghyup CA Asset Management Co. South KoreaNordea (Nordea Fonder AB, Sweden;Nordea Investment Management AB, Sweden, Finland,Sweden; Nordea Investment Funds Norway, DenmarkFinland; Nordea Fondene Norge AS,Norway, Nordea Invest, Denmark)Northward Capital PRI services AustraliaNSG Capital BrazilNykredit Realkredit Group DenmarkOasis Group Holdings South AfricaOFI Asset Management FrancePantheon Ventures Limited UKParnassus investments USAPartners Group SwitzerlandPax World USAPCG Asset Management USAPerennial Investment Partners Limited AustraliaPGGM Investments NetherlandsPHITRUST Active Investors FrancePictet Asset Management SwitzerlandPioneer Investments ItalyPrescient Investment Management South AfricaPrime Energy Development ThailandPrinciple Capital Partners Limited SwitzerlandProgressive Asset Management USAPrudential Portfolio Managers South AfricaQIC AustraliaRapaki Property Group New ZealandRCM (UK) Ltd UKResona Bank Limited JapanresponsAbility Social Investments AG SwitzerlandReynders McVeigh Capital USAManagement, LLCRobeco NetherlandsRoyal London Asset Management UKRyan Labs Asset Management USASal. Oppenheim LuxemburgSAM Sustainable Asset Management SwitzerlandAGSanlam Investment Management (SIM) South AfricaSanta Fe Portfolios Ltda PRI services BrazilSatori Capital, L.L.C. USASchroders United KingdomScipion Capital Limited Switzerland

Scottish Widows Investment

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Principles for Responsible Investment 1 Signatories Page 11 of 14•

Management UKSH Asset Management Co. South KoreaSkandinaviska Enskilda Banken (SEB) SwedenABSmith Pierce USASNS Asset Management NetherlandsSociete Generale Asset Management France

•Socrates Fund Management Ltd New ZealandSompo JapanSouls Funds Management Limited AustraliaSPF Beheer NetherlandsSTANLIB Asset Management South AfricaStockland AustraliaStratus BrazilSumitomo Trust JapanSutter'City Investment ManagementGmbH Austria

Swedbank Robur SwedenSyntrus Achmea Asset Management NetherlandsSystematic Absolute Return AP (SAR) SwitzerlandTD Asset Management Inc., TDAM Canada, USAUSA Inc.The GPT Group AustraliaThreadneedle Asset Management Ltd United KingdomTIAA-CREF USATOWER investments New ZealandTrillium Asset Management USATrinity Holdings South AfricaTriodos Investment Management B.V. NetherlandsTyndall Investment Management AustraliaLimitedUCA Funds Management AustraliaUnibanco Asset Management BrazilUniversity of Dayton Davis Center forPortfolio Management's Flyer USA1nvestrnentsVBV- Vorsorgekasse AG AustriaVector Casa de Bolsa MexicoWeedflower, Inc. USAWinslow Management Company USAZegora Investment Management Ltd. PRI seryicgs Switzerland

Professional service partnersadd your 'PM services link, please send the web aciress of the page on your website outlining the

specific PRI-related services you have on offer.NB. Linking to PRI services of signatories in no way indicates endorsement of these services by the UN orany other signatories.

Institution Link Country

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Principles for Responsible Investment I Signatories Page 12 of 14

3P FINANCE AG GermanyAltruShare Securities, LLC. PRI services USAAmadeis FranceAon Consulting Pty Limited GlobalAquiHien Investments, LLC USAAs You Sow USAAsset4 .E.R1„„seryjcp5 SwitzerlandAustralian Council of Super Investors (ACSI) PRI...elyices AustraliaAustralian Institute of Superannuation Trustees AustraliaAvida international PRI servjces NetherlandsAxia Financial Research ItalyBoise de Valores (Stock Exchange) de EcuadorGuayaquilCA Cheuvreux FranceCapital MS&L Eft.services UKCare Group AG SwitzerlandCenter for Australian Ethical Research (CAER) Australia/NZCentre info PRI services SwitzerlandCeres PRI services USAChipman James & Company Pty Limited AustraliaConscious Capital South AfricaConser Invest eN_..prvices. SwitzerlandConsultive Internacional, Inc. H3.1 scryicp_s_ Puerto RicoCorporate Governance Accreditation (Pty) Ltd. South AfricaCreative Investment Research, Inc. PRI....ormig•a USACSR Asia SingaporeDavis Global Advisors, Inc. USADelsus Limited UKDouble Dividend PRI services. Netherlandse-fundresearch.com Data GmbH Austria

SouthEco Eye Korea

SouthEco-Frontier KoreaECOFACT AG pRiservices SwitzerlandEcos Corporation ERLserviceq AustraliaECPI PRI services ItalyEIRIS PRI services UKEmpowerdex (Pty) Ltd South AfricaEthical Markets Media, LLC USAEthix PRI services SwedenFAIRINVEST.info PRI services SwitzerlandFifth Capital Group pRi seryjces UKFrontier Investment Consulting Pty Ltd AustraliaGES Investment Services Pi3lservicee SwedenGlass, Lewis & Co., LLC USAGlobal Private Equity France

http://www.unpri.org/signatories/ 4/13/2009

Principles for Responsible Investment !Signatories Page 13 of 14

Governance Metrics International USAGreen Invest AustraliaGreeneye IsraelGroupe Investissement Responsable CanadaHymens Robertson UKInnovest Strategic Value Advisors Inc. PRI serOc_Qs GlobalINrate AG P_Kservices SwitzerlandInterfaith Center on Corporate Responsibility USAINVERA Investment Ethics Research & Advisory SwitzerlandAGIW Financial PR. rvice USA•

Jantzi Research Inc. CanadaJIAR Financial, Inc. USAKayema Investments Ltd FE] serviges IsraelKLD Research & Analytics, inc. PRI services USALAPFF UKLes Actuaires-Conseils Bergeron & Assoc& inc. CanadaLUZ Engenharia Financeira BrazilMercer Investment Consulting PRI services GlobalMomentum Partners, LLC USAMonash Sustainability Enterprises - MSE AustraliaNovaster Spainoekom research AG PRI,seryigga GermanyOgdenBurr Partners, LLC USAOnelife Advisors SA PRI services SwitzerlandonValues Ltd. ERJ 5.ftrvipe SwitzerlandOutcrop AustraliaOWW Consulting PRI services MalaysiaPIRC Limited UKRegnan Governance Research and Engagement AustraliaPty LtdReputex selyjgres AustraliaResponsible Investment Consulting AustraliaResponsible Research Pte Ltd SingaporeRisCura South AfricaRiskMetrics Group servic,es GlobalRogersCasey USARRSE spr_vices CanadaScoris GermanySD-M Sustainable Development Management GermanySeeds Finance Investment Consulting wvipes FranceShareholder Association for Research and PRI 5.§.Eyke§ CanadaEducation - SHARESilverman Strategies USASiRi Company, Sustainable Investment SwitzerlandResearch International LtdSIR'S Australia

http://www.unpri.org/signatories/ 4/13/2009

Principles for Responsible Investment Signatories Page 14 of 14

Solability Co Ltd. SouthKorea

Sustain Capital BrazilSustainAbility UK

SouthSustinyest Co., Ltd. KoreaThe Albright Group USAThe Corporate Library FRI services USATriStar Investments Limited South AfricaTrucost ID rvic_e_ UKVigeo FranceVIP eV Germany

http://www.unpri.org/signatories/ 4/13/2009

Exhibit H

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

STEVEN SKLAR, No. 09 Civ, 580 (DC)

Plaintiff,ECF CASE

v.

THIS DOCUMENT RELATES TO:BANK OF AMERICA CORP, et al. THE SECURITIES CLASS ACTIONS

Defendants,

FINGER INTERESTS NUMBER ONE LTD. No. 09 Civ. 606 (DC)

Plaintiff,

v.

BANK OF AMERICA CORPORATION, et al.

pefendants.

FORT WORTH EMPLOYEES' No. 09 Civ. 638 (DC)RETIREMENT FUND, et al,

Plaintiffs,

v.

BANK OF AMERICA CORPORATION, et al.

Defendants,

DECLARATION OF MARTE CASTAROS IN SUPPORT OF THE MOTION OF THECALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM AND THE CALIFORNIA

PUBLIC EMPLOYEES' RETIREMENT SYSTEM FOR CONSOLIDATION OF THESECURITIES CLASS ACTIONS AND APPOINTMENT AS LEAD PLAINTIFF, AND IN

OPPOSITION TO THE COMPETING MOTIONS

FRANK PALLTMBO, et L, No 09 Civ, 740 (DC)

Plaintiff,

v,

BANK OF AMERICA CORPORATION, et al.

Defendants.

CHARLES ZITNER,

N. 09 Civ. 881 (DC)

P1antiff

v.

BANK OF AMERICA CORPORATION, et al.

Defendants,

FRED STABBERT,

No. 09 Civ. 928(DC)

Plaintiffs,

v.

BANK OF AMERICA CORP., et al_

Defendants,

GARY WELIKSON,

No, 09 Civ. 1463 (DC)

Plaintiffs,

v.

BANK OF AMERICA CORPORATION, et al.

Defendants.

WEST PALM BEACH FIREFIGHTERS' No, 09 Civ. 1612 (DC)PENSION FUND,

Plaintiffs,

v.

BANK OF AMERICA CORPORATION, et aL

Defendants.

1

1

1

1

MARTE CASTAIROS hereby declares under penalty of perjury pursuant to 28 U.SC. §

1746 that the following is true and correct;

1. 1 am a Senior Staff Counsel of the California Public Employees' Retirement

System ("CalPERS"),

2. As of October 10, 2008, the record date for the special shareholder meeting to

approve the BofA-Merrill Merger, CalPERS had loaned a certain arnount of its BofA shares to

other entities via certain contactual arrangements.

3. Since these shares are loaned and not sold, CalPERS bears any loss or tams any

gain, on these shares while they are in a loaned status. In general, the contractual terms under

which CalPERS loaned its Bo' fA shares include the provision that CalPERS may recall a security

that is on loan at any tirne :and for any purpose, including the purpose of proxy voting. In

addition, CalPERS generally retained all rights to collect dividends and other income

distributions made on or in respect of the loaned shares.

4. During the lead counsel selection process that CalPERS undertook jointly with

CalSTRS, the law firm Susrrian Godfrey LL.P. was one of the competing firms that made both

written and oral presentation to CalPERS and CaISTRS. At no time, either orally or in writing,

did any attorney from Susman Godfrey advise that CalPERS and CaISTRS would be unable to

adequately represent the Class in this case because of a conflict of interest concerning CalPERS

or CaISTR.S' Merrill holdings. To the contrary, counsel advised that CalPERS and CalSTRS

would be well-suited to serve as lead plaintiff and that counsel was willing to represent CalPERS

and CaISTRS in this capacity.

I declare under penalty: of perjmy that the foregoing is true and correct.

Executed this 13 th day of April 2009.

maAe Castaflos

.•

•

•

•

2

Exhibit 1

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

STEVEN SKLAR, No. 09 Civ. 580 (DC)

Plaintiff,ECF CASE

v.

THIS DOCUMENT RELATES TO:BANK OF AMERICA CORP., et al. THE SECURITIES CLASS ACTIONS

Defendants.

FINGER INTERESTS NUMBER ONE LTD. No. 09 Civ. 606 (DC)

Plaintiff,

v.

BANK OF AMERICA CORPORATION, et al.

Defendants,

FORT WORTH EMPLOYEES' No. 09 Civ. 638 (DC)RETIREMENT FUND, et al.,

Plaintiffs,

v.

BANK OF AMERICA CORPORATION, et al.

Defendants.

DECLARATION OF MICHELLE CUNNINGHAM IN SUPPORT OF THE MOTION OFTHE CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM AND THE

CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM FORCONSOLIDATION OF THE SECURITIES CLASS ACTIONS AND APPOINTMENT AS

LEAD PLAINTIFF, AND IN OPPOSITION TO THE COMPETING MOTIONS

FRANK PALUMBO, et al., No. 09 Civ. 740 (DC)

Plaintiff,

v.

BANK OF AMERICA CORPORATION, et al.

Defendants.

CHARLES ZITNER,

No. 09 Civ. 881 (DC)

Plaintiff,

v.

BANK OF AMERICA CORPORATION, et al.

Defendants.

FRED STABBERT,

No. 09 Civ. 928(DC)

Plaintiffs,

v.

BANK OF AMERICA CORP., et al.

Defendants.

GARY WELIKSON, No. 09 Civ. 1463 (DC)

Plaintiffs,

v.

BANK OF AMERICA CORPORATION, et al.

Defendants.

WEST PALM BEACH FIREFIGHTERS' No. 09 Civ. 1612 (DC)PENSION FUND,

Plaintiffs,

v.

BANK OF AMERICA CORPORATION, et al.

Defendants.

MICHELLE CUNNINGHAM hereby declares under penalty of perjury pursuant to 28

U.S.C, § 1746 that the following is true and correct:

1. I am the Director, Fixed Income, for the California State Teachers' Retirement

System ("CaISTRS").

2. As of October 10, 2008, the record date for the special shareholder meeting to

approve the BofA-Merrill merger, CaISTRS had loaned a certain amount of its BofA shares to

other entities via certain contractual arrangements.

3. Since these shares are loaned and not sold, CalSTRS bears any loss, or earns any

gain, on these shares while they are in a loaned status. In general, the contractual terms under

which CaISTRS loaned its BofA shares include the provision that CalSTRS may recall a security

that is on loan at any time and for any purpose, including the purpose of proxy voting. In

addition, CaISTRS generally retained all rights to collect dividends and other income

distributions made on or in respect of the loaned shares.

I declare under penalty of perjury that the foregoing is true and correct.

Executed this 13th day of April 2009.

Michelle Cunningham

Exhibit J

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

STEVEN SKLAR, No. 09 Civ. 580 (DC)

Plaintiff,ECF CASE

v.

THIS DOCUMENT RELATES TO:BANK OF AMERICA CORP., et al. THE SECURITIES CLASS ACTIONS

Defendants.

FINGER INTERESTS NUMBER ONE LTD. No. 09 Civ. 606 (DC)

Plaintiff,

v.

BANK OF AMERICA CORPORATION, et al.

Defendants.

FORT WORTH EMPLOYEES' No. 09 Civ. 638 (DC)RETIREMENT FUND, et al.,

Plaintiffs,

v.

BANK OF AMERICA CORPORATION, et al.

Defendants.

DECLARATION OF KATHLEEN ANDLEMAN IN SUPPORT OF THE MOTION OFTHE CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM AND THE

CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM FORCONSOLIDATION OF THE SECURITIES CLASS ACTIONS AND APPOINTMENT AS

LEAD PLAINTIFF, AND IN OPPOSITION TO THE COMPETING MOTIONS

FRANK PALUMBO, et al., No. 09 Civ. 740 (DC)

Plaintiff,

v.

BANK OF AMERICA CORPORATION, et al.

Defendants.

CHARLES ZITNER,

No. 09 Civ. 881 (DC)

Plaintiff,

v.

BANK OF AMERICA CORPORATION, et al.

Defendants.

FRED STABBERT,

No. 09 Civ. 928(DC)

Plaintiffs,

v.

BANK OF AMERICA CORP., et al.

Defendants.

GARY WELIKSON, No. 09 Civ. 1463 (DC)

Plaintiffs,

v.

BANK OF AMERICA CORPORATION, et al.

Defendants.

WEST PALM BEACH FIREFIGHTERS No. 09 Civ. 1612 (DC)PENSION FUND,

Plaintiffs,

v.

BANK OF AMERICA CORPORATION, et al.

Defendants.

KATHLEEN ANDLEMAN hereby declares under penalty of perjury pursuant to 28

US,C. § 1746 that the following is true and correct:

1. 1 am the General Counsel of the California State Teachers' Retirement System

("CaISTRS").

2. During the lead counsel selection process that CalSTRS undertook jointly with

CalPERS, the taw firm Susman Godfrey L.L.P. was one of the competing firms that made both

written and oral presentations to CalPERS and CalSTRS. At no time, either orally or in writing,

did any attorney from Susman Godfrey advise that CalPERS and CalSTRS would be unable to

adequately represent the Class in this case because of a conflict of interest concerning CalPERS

or CalSTRS' Merrill holdings. To the contrary, counsel advised that CalPERS and CalSTRS

would be well-suited to serve as lead plaintiff and that counsel was willing to represent CalPERS

and CalSTRS in this capacity.

I declare under penalty of perjury that the foregoing is true and correct.

Executed this 13th day of April 2009.4/

Kathleen Andleman

1 CERTIFICATE OF SERVICE

2 I, Jonathan K. Levine, hereby certify that on April 20, 2009, I caused the foregoing

3 document to be filed electronically with the United States District Court for the Northern District

4 of California’s through the Court’s mandated ECF service. Counsel of record are required by the

5 Court to be registered e-filers, and as such are automatically e-served with a copy of the

6 document(s) upon confirmation of efiling.

7 I further certify that I caused this document to be forwarded to the following designated

8 Internet site at: http://securities.stanford.edu/.

9 I declare under penalty of perjury that the foregoing is true and correct.

10 Executed this 20th day of April, 2009 at San Francisco, California.

11

12/S/ Jonathan K. Levine

13

14

15

16

17

18

19

20

21

22

23

24

25

26

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SUPPLEMENTAL DECLARATION OF GEOFFREY C. JARVIS IN SUPPORT OF THE MOTION OF THE CALIFORNIA STATETEACHERS’ RETIREMENT SYSTEM AND THE CALIFORNIA PUBLIC EMPLOYEES’ RETIREMENT SYSTEM FOR APPOINTMENTAS LEAD PLAINTIFF, AND IN OPPOSITION TO THE COMPETING MOTIONS