Citigroup Global Markets Inc.

Item 1. Cover Page Part 2A of Form ADV: Firm Brochure CITIGROUP GLOBAL MARKETS INC./ CITI PRIVATE BANK/CITI GLOBAL WEALTH AT WORK Financial Planning Service 388 GREENWICH STREET NEW YORK, NEW YORK 10013 210-677-3781 or 800-870-1073 (toll-free in the U.S.) www.privatebank.citibank.com March 25, 2026 This firm brochure (“Brochure”) provides information about the qualifications and business practices of Citigroup Global Markets Inc. If you have any questions about the contents of this Brochure, please contact us at 210-677-3781 or 800-870-1073 (toll-free in the U.S.). The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about Citigroup Global Markets Inc. also is available on the SEC’s website at www.adviserinfo.sec.gov. Where we refer to ourselves as a “registered investment adviser” or “registered”, that registration does not imply a certain level of skill or training. Citi Private Bank and Citi Global Wealth at Work are businesses of Citigroup Inc. (“Citigroup”) that provide their clients access to a broad array of products and services available through bank and non-bank affiliates of Citigroup. Not all products and services are provided by all affiliates or are available at all locations. In the U.S., investment products and services are provided by  Citigroup Global Markets Inc. ("CGMI"), member FINRA and SIPC, Citi Private Alternatives, LLC (“CPA”), member FINRA and SIPC, and Citi Global Alternatives, LLC (“CGA”). CGMI accounts are carried by Pershing LLC, member FINRA, NYSE, SIPC. CGMI, CGA, CPA, and Citibank, N.A. (“Citibank”) are affiliated companies under the common control of Citigroup. Outside the U.S., investment products and services are provided by other Citigroup affiliates. Investment management services (including portfolio management) are available through CGMI, CGA, Citibank and other affiliated advisory businesses. © 2026 Citigroup. Citi, Citi and Arc Design and other marks used herein are service marks of Citigroup or its affiliates, used and registered throughout the world. INVESTMENT AND INSURANCE PRODUCTS: NOT FDIC INSURED • NOT CDIC INSURED • NOT A BANK DEPOSIT • NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY OR ANY GOVERNMENTAL AGENCY OUTSIDE OF THE UNITED STATES • NO BANK GUARANTEE • MAY LOSE VALUE 2  Item 2. Material Changes Since our last annual update, filed on March 27, 2025, the following material change was made: Item 8. Methods of Analysis, Investment Strategies and Risk of Loss We enhanced the disclosures regarding risk factors, including risks associated with investment in exchange traded funds. In addition, we have made other changes that we do not consider to be material. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 3  Item 3. Table of Contents Item 1. Cover Page .................................................................................. 1 Item 2. Material Changes ........................................................................ 3 Item 4. Advisory Business ....................................................................... 6 General Description.............................................................................. 6 Services Provided: Financial Planning ...................................................... 6 CGMI’s Advisory Services ...................................................................... 9 Tailored Advisory Services and Particular Investment Restrictions .............. 10 Assets Under Management .................................................................. 10 Item 5. Fees and Compensation ............................................................ 10 Fees Charged & Method of Payment of Fees ........................................... 10 Financial Planner Compensation ........................................................... 10 CPB and WaW Financial Advisor Compensation ....................................... 10 Item 6. Performance-Based Fees and Side-By-Side Management ......... 12 Item 7. Types of Clients ......................................................................... 12 Item 8. Methods of Analysis, Investment Strategies and Risk of Loss .. 12 Methods of Analysis & Strategies .......................................................... 12 Material Risks Related to Investment Strategies ...................................... 12 Item 9. Disciplinary Information ........................................................... 22 SEC Claims Related to CitiFX Alpha Sold to MSSB Clients .......................... 22 TRAK Fund Solution Settlements .......................................................... 22 FINRA Claims Related to Research Ratings ............................................. 23 Item 10. Other Financial Industry Activities and Affiliations ................. 23 Registrations .................................................................................... 23 CGMI Brokerage and Research Services ................................................. 24 Material Relationships or Arrangements with Certain Related Persons .......... 24 Compensation from Investment Managers.............................................. 25 Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ....................................................... 25 Employee Personal Trading and Fiduciary Code of Ethics ........................... 25 Participation and Interest in Client Transactions ...................................... 27 Item 12. Brokerage Practices ................................................................ 27 Item 13. Review of Accounts ................................................................. 27 4  Item 14. Client Referrals and Other Compensation ............................... 28 Item 15. Custody ................................................................................... 28 Item 16. Investment Discretion ............................................................ 28 Item 17. Voting Client Securities ........................................................... 28 Item 18. Financial Information .............................................................. 28 5  Item 4. Advisory Business General Description Citigroup Global Markets Inc. (“CGMI”) is a wholly-owned subsidiary of Citigroup Inc. Citigroup Inc. is a publicly held company. CGMI commenced operations in February 1964. CGMI’s principal activities include retail and institutional private client services, such as advice with respect to financial markets, securities and commodities, and executing securities and commodities transactions as broker or dealer; securities underwriting and investment banking; investment management (including fiduciary and administrative services); and trading and holding securities and commodities for its own account. CGMI is registered as an investment adviser, securities broker-dealer, security-based swap dealer, futures commission merchant, commodity trading advisor and as a U.S. Commodity Futures Trading Commission (“CFTC”) swap dealer. CGMI is a member of all principal securities and commodities exchanges in the United States and the Financial Industry Regulatory Authority (“FINRA”). In addition, it is a member of several principal foreign securities and commodities exchanges. Services Provided: Financial Planning CGMI offers a wide range of investment advisory services and brokerage services. This Brochure primarily describes an investment advisory service, the Citigroup Global Markets Inc./Citi Private Bank/Citi Global Wealth at Work Financial Planning Service (hereinafter referred to as “Financial Planning” or the “Financial Planning Program”). The Financial Planning Program is offered to CGMI clients of Citi Private Bank (“CPB”) and Citi Global Wealth at Work (“WaW”), businesses of Citigroup Inc. (“Citigroup”), which provide their clients access to a broad array of products and services available through bank and non-bank affiliates of Citigroup. Clients should read and consider carefully the information contained in this Brochure. While CGMI believes that its professional investment advice can work to benefit many clients, there is no assurance that the objectives of any client in any of the programs described herein will be achieved. Financial Planning is a self-contained investment advisory service, not a brokerage service, and is designed to provide a client with a comprehensive written financial plan tailored to the client’s individual financial circumstances (hereinafter referred to as the “Plan” or “Financial Plan”). Financial Planning helps a client to identify his or her financial objectives, analyzes the client’s current financial situation, and creates a Plan that provides recommendations as to how to implement the client’s objectives. 6  This advisory service is limited solely to the preparation and delivery of a Financial Plan to the client, and terminates either when CGMI delivers a Financial Plan to the client or as otherwise described upon notice or information received from CGMI. Once the Financial Plan is delivered, there is no further obligation on the part of the client or CGMI to implement the Financial Plan. The Financial Planning Program consists of the following elements: • The Financial Profile. Working with the client, a financial planner will develop a financial profile (referred to as the “Financial Profile”) based on information collected through a questionnaire. The Financial Profile is designed to provide the financial planner with comprehensive information about each client’s financial situation. Generally, the Financial Profile contains information about the client’s current assets, liabilities, income sources, and expenditures, current tax status and future tax objectives, educational, retirement and other long-term financial goals, insurance requirements, and estate planning. • The Plan. Based on the information disclosed in the Financial Profile, CGMI will prepare a Plan. Each Plan is tailored to the individual needs of each client, but generally the Plan includes an analysis of the client’s current financial position, a summary of the client’s financial objectives that were identified in the Financial Profile (e.g., education, retirement, estate planning, and other long-term financial goals), and recommendations and an analysis regarding each of these financial objectives. The Plan uses planning and analysis software, models and programs licensed or obtained for use by CGMI from vendors or other third parties. Once the Plan is delivered, while a financial planner is available to assist the client, the client has the ultimate authority and responsibility for determining whether, when and how to implement any part of the Plan. Neither CGMI, CPB, WaW or their affiliates have any authority or obligation to implement the recommendations contained in the Plan unless the client separately engages CGMI, CPB or WaW to do so, and the client has no obligation to implement the Plan through CGMI, CPB, or WaW. CGMI relies on the client’s care, completeness and clarity in responding to the Financial Profile questionnaire, as the client’s responses will form the factual basis for preparing the Plan. The Financial Profile questionnaire calls for the client to disclose assets managed or maintained with other financial services firms (if any). CGMI is a full-line financial services firm, and the client’s financial planner may recommend that the client switch to using comparable or competitive services available through CGMI, for which CGMI would be compensated. 7  If the client chooses to implement any portion of the Plan through CGMI, CPB, or WaW, the client may choose to effect the transactions in an advisory account, a brokerage account, or a combination of both types of accounts. Clients should consult their financial planner to discuss these different types of accounts because they may be material to the type of service or relationship the client seeks to obtain with CGMI, CPB or WaW. There are several fundamental differences between brokerage services and advisory services, which may vary depending upon the characteristics of a particular service. CGMI is registered as both a broker-dealer and as an investment adviser under federal and state securities laws, and provides services in both capacities. For more information on the difference between an advisory account and a brokerage account, please refer to Form CRS at www.privatebank.citibank.com/adv. Brokerage services are transactional and primarily involve assisting a customer with purchases and sales of securities. We make recommendations to customers about buying, selling, and holding securities in brokerage accounts, but the customer makes final investment decisions for the account. We are obligated to make recommendations in the customer’s best interest, as required by Regulation Best Interest under the federal securities laws. We do not monitor any investments in brokerage accounts. For brokerage services, a customer pays a transaction-based fee, sometimes called a commission or a “load,” each time the customer buys or sells an investment. If a customer buys or sells an investment directly from CGMI, CGMI earns a profit on that transaction that sometimes is called a spread or mark-up or mark-down. Investment advisory services are provided on an ongoing basis and typically involve providing investment advice to meet a client’s comprehensive long- term financial goals. In most investment advisory account programs, clients grant CGMI or a third-party discretion to buy and sell investments without asking the client in advance. Other investment advisory accounts are non- discretionary and the client makes the final investment decisions for the account. The investment adviser for an account typically provides ongoing monitoring services for the account unless the relationship is limited in scope. For investment advisory services, CGMI typically charges an ongoing fee based on the value of the assets in the account. Specific advisory programs and brokerage accounts may differ in other ways, so it is important that the client read carefully the agreements and disclosures CGMI provides with respect to each CGMI product or service the client may consider in implementing its Financial Plan. Although CGMI is acting as a fiduciary under the federal securities laws by providing a Financial Plan through this Financial Planning service, neither CGMI, CPB, WaW, nor your financial planner is acting as a fiduciary for purposes of Employee Retirement Income Security Act of 1974, as amended (“ERISA”) 8  or the Internal Revenue Code of 1986, as amended, (the “Code”) with respect to any ERISA-covered employee benefit plan, any other type of retirement plan (such as a SEP or a SIMPLE), or any individual retirement account in either the planning, execution or provision of this Financial Planning service. You acknowledge that, by providing a Financial Plan through this Financial Planning service, CGMI, CPB, WaW, their affiliates and their respective employees, agents and representatives, including your financial planner: (a) do not have discretionary authority or control with respect to the assets in any ERISA-covered employee benefit plan, any other type of retirement plan, or any individual retirement account included in this Financial Plan, (b) will not be deemed an “investment manager” as defined under ERISA, or otherwise have the authority to act as a “fiduciary” (as defined under ERISA) with respect to such assets, and (c) will not provide “investment advice,” as defined by ERISA and/or the Code, as amended, with respect to such assets and does not have a responsibility to do so. For more information about the Financial Planning Program and other investment advisory programs or brokerage accounts offered by CGMI, as well as assistance in determining which service may best be suited to your needs and objectives, the differences between investment advisory accounts and brokerage accounts, including potential conflicts of interest and your rights and CGMI’s obligations to you, please contact your private banker. Upon request, your private banker will provide you with a copy of Citigroup Global Markets Inc.’s Advisory Services Brochure regarding products offered to clients of CGMI, CPB and WaW. CGMI, CPB, WaW, and/or the financial planner also may provide to the client other services that are unrelated to the Plan during and after the client’s involvement in the Financial Planning Program. Any additional services will be provided under a separate agreement between CGMI, CPB or WaW, and the client. CGMI’s Advisory Services Clients may choose to implement their Financial Plans by opening an advisory account with CGMI. CGMI recommends and employs various investment strategies in providing investment management services, depending upon the services to be rendered and the objectives and guidelines of the client. Not all of these strategies are appropriate for all clients, however, and only those strategies believed to be appropriate will be recommended in any given client account or advisory program. CGMI’s and its affiliates’ advisory programs may be based on a different methodology, and as a result, asset allocation or recommendations can differ from program to program. Investment management services are available in the wrap fee programs 9  we sponsor. We receive a wrap fee for those services and share a portion of that fee with the Financial Advisors who participate in the wrap programs. Please consult CGMI’s Investment Advisory Programs Brochure for more information. Tailored Advisory Services and Particular Investment Restrictions CGMI provides Financial Planning services tailored to the specific needs of individual clients (for more information, see Item 4. “Advisory Business – Services Provided: Financial Planning”). Because the asset allocation in a Plan does not recommend specific securities or holdings, CGMI does not ask clients for security-specific investment restrictions. Assets Under Management While this information does not apply to the Financial Planning services described in this Brochure, as of December 31, 2025 client assets managed on a discretionary basis totaled $34,964,584,439 and client assets managed on a non-discretionary basis totaled $21,042,071,482. Item 5. Fees and Compensation Fees Charged & Method of Payment of Fees No fee is charged to the client for participation in the Financial Planning Program. CGMI, CPB and WaW do not accept compensation from any third- party in connection with providing services under the Financial Planning Program. Financial Planner Compensation Financial planners earn a salary and are eligible for a bonus. These bonuses are made at the discretion of management and are based on a variety of factors, including the financial planner's performance, the performance of the business, and the performance of Citigroup. Financial planners do not themselves recommend products that are necessary to implement financial plans, and are not paid a commission or other fee for product sales. Nonetheless, to evaluate financial planner performance, WaW developed various quantitative metrics including products recommended by bankers, investment counselors and product specialists when a client chooses to implement a Financial Plan through CGMI. Those metrics also include the number of new Financial Plans completed and updated in a given year. The way WaW compensates financial planners creates a conflict of interest because financial planner compensation is influenced by product sales generated from the Financial Planning Program. CPB and WaW Financial Advisor Compensation CPB and WaW financial advisors, including the bankers, investment 10  counselors and product specialists who make recommendations to clients in connection with the implementation of the Financial Plan, receive a fixed base salary plus a discretionary annual bonus, which evaluates the employee’s performance over the entire year. To determine the bonus, CPB and WaW have established a balanced assessment model that incorporates a qualitative assessment based on talent management, partnership, leadership, participation in corporate initiatives, and adherence to Citi’s risk management and compliance requirements; and a quantitative assessment based on various financial metrics described below. In addition, financial advisors who generate referrals to other Citi lines of business may be eligible for an award that is a separate discretionary bonus. Quantitative financial performance assessment is focused primarily on revenue growth, new client acquisition, asset growth, investment advisory account (managed investments) assets under management growth, bank deposit asset growth and net product sales (which subtracts client redemptions from gross sales). The way CPB and WaW compensates financial advisors creates a conflict of interest because financial advisors receive compensation that is influenced by the revenue, asset growth and product sales that he or she generates. This conflict incentivizes financial advisors to generally recommend the purchase of additional products and services, and that clients increase their existing investment advisory account assets. These metrics, as they are based in part on net sales, also disincentivize recommendations to redeem products. Moreover, the scorecard weighs more heavily certain types of investment products and services over others, which creates an incentive to sell such products or services. For example, the conflict of interest arises because financial advisors earn more for selling products and services that generate ongoing revenue, such as investment advisory accounts. This compensation arrangement also provides financial advisors with an incentive to recommend that you open an advisory account instead of a brokerage account because advisory programs generally generate higher ongoing fee revenue than a brokerage relationship. Finally, the consideration of referral activity as a separate discretionary bonus creates a conflict of interest because financial advisors are incentivized to recommend that clients purchase products and services from CGMI affiliates and/or third parties. While these financial performance measures are taken into account, financial advisors do not receive any direct percentage of the brokerage commissions or advisory revenue they generate. Other core factors on the scorecard include a measure of overall performance against the financial advisor’s goals and relative performance against peers in similar roles to determine a final performance rating. The ultimate decision to grant the bonus, and the value and form it takes, are in the sole discretion of management, and depends on factors as Citi’s overall performance, CPB and WaW’s performance, the financial advisor’s business or functional group’s performance, as well as the individual’s final performance rating. 11  Item 6. Performance-Based Fees and Side-By-Side Management CGMI does not charge any fees, including performance-based fees, in the Financial Planning Program. Item 7. Types of Clients Clients are individuals, high net worth individuals, and other individuals who are clients or prospective clients of Citi Private Bank or Citi Global Wealth at Work. Item 8. Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis & Strategies Investing in securities involves risk of loss that clients should be prepared to bear. Investors should give careful consideration to the following risk factors detailed in this Item 8 and other product-specific information provided by the product or CGMI in evaluating the merits and appropriateness of any investment advisory products. The financial planning process begins with completing a questionnaire to build a Financial Profile. The client's risk tolerance is determined through a formal questionnaire or through the Investment Objective Statement (IOS). The client chooses an asset allocation based on their level of risk tolerance. The methodology used is based on the client’s current asset allocation, risk tolerance and other financial information, combined with the current strategic (i.e., projected) return estimates for various asset classes provided by the CGMI Global Chief Investments office. Strategic return estimates are generated based on proprietary formulas which include studying historic return averages on the broad market indices and making strategic adjustments for the more recent market conditions and other factors deemed relevant by the forecaster. Rates of return and portfolio allocation will vary by client, depending on how they are currently allocated and their tolerance for risk. The portfolio allocation may include traditional asset classes only (e.g., Cash, Fixed Income, Equities) and alternatives (e.g., Hedge Funds, Private Equity, Real Estate and Commodities). Material Risks Related to Investment Strategies The following does not purport to be a comprehensive summary of all the risks and conflicts of interest associated with products that a client may use in implementing a Financial Plan. Not all types of securities and strategies are suitable for every client. Investing in securities involves risk that the client should be prepared to bear including potential loss of the entire 12  investment, including the principal. The Financial Planning Program described in this brochure is not insured by any agency. Asset Allocation Risk The performance of asset allocation portfolios depends on CGMI’s ability to make allocations and investment decisions that achieve a portfolio’s investment objective. There is a risk that CGMI’s evaluations and assumptions used in making such allocations may not achieve the objective, and that a portfolio may underperform its benchmark or other portfolios with similar investment objectives. Equity Risks Large-Cap Stocks: Stocks of large capitalization companies are subject to the basic market risk that a particular security, or securities in general, may decrease in value over short or even extended time periods. Large capitalization companies also face the risk that they may not be able to adapt to changing market conditions whether caused by changes in the industry, technology, consumer tastes or the regulatory environment. Mid-Cap Stocks: Investing in mid-cap stocks may involve greater risks than investing in larger, more established companies, including the risk of more volatile trading than with large-cap stocks. Mid-cap stocks are subject to market risks as are all equities. Small-Cap Stocks: Stocks of small-cap companies carry greater risk than investments in larger, more established companies. Asset classes based on small capitalization companies may be influenced by the companies’ lack of financial resources, product diversification and competitive strength versus larger companies. The securities of small capitalization companies may not trade as readily as, and may be subject to higher volatility than, those of larger, more established companies. Fixed Income Risks Fixed income securities are affected by fluctuations in interest rates, credit risk and prepayment risk. Fixed income investments are subject to interest rate risk. As interest rates rise, the price of fixed income securities falls. Fixed income securities face credit risk if a decline in an issuer's credit rating, or creditworthiness, causes a bond's price to decline. High yield bonds are subject to additional risks such as increased risk of default and greater volatility because of the lower credit quality of the issues. Finally, bonds can be subject to prepayment risk. When interest rates fall, an issuer may choose to borrow money at a lower interest rate, while paying off its previously 13  issued bonds. As a consequence, the client will be forced to reinvest in a market where prevailing interest rates are lower than when the initial investment was made. Bonds can be subject to default risk, the possibility that a bond issuer will fail to pay principal or interest when due. Defaults can also occur for failure to meet nonpayment obligations, such as reporting requirements, or when a material problem occurs for the issuer, such as bankruptcy. Exchange-Traded Funds Risks An exchange-traded fund (“ETF”) is an investment company (fund) that allows investors to purchase an individual, proportionate interest in a portfolio of stocks, bonds, and other assets. ETFs are structured as funds and provide exposure to a diversified collection of assets. Returns are not guaranteed, prices may be volatile and the ETF will be subject to market, political, economic, currency and other risks related to the underlying securities or financial instruments to which it provides exposure, including the possible loss of principal. Changes in market conditions may affect the price of the underlying assets, leading to a change in the price of the ETF. Foreign exchange risks could arise when the currency of the assets held by the ETF differs from the denomination currency of the ETF or when the trading currency of the ETF differs from the denomination currency of the ETF. ETFs are also subject to liquidity risk if active trading of the ETF is not maintained when authorized participants or designated market makers cease to perform their obligations to provide continuous quotes in the ETF. Mutual Funds Mutual Fund investors should carefully consider the fund(s) investment objectives, risks, charges and expenses carefully before investing. The internal costs and expenses charged by a mutual fund are borne proportionately by its shareholders, and those expenses adversely affect investment performance. The prospectus contains this and other information about the fund(s). Read the prospectus carefully before you invest. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed may be worth more or less than their original cost. Alternative Mutual Funds Risk Alternative mutual funds are publicly offered mutual funds that have many of the same protections as other registered investment companies but accomplish investment objectives through non-traditional investments and trading strategies. Alternative mutual funds are speculative and involve significant risks including but not limited to 14  those associated with the use of derivative instruments for hedging or leverage, liquidity and volatility risks associated with distressed investments, liquidity risks associated with restrictions on securities purchased in an initial public offering or from privately held issuers, currency risk due to investments in or exposure to foreign assets or instruments, and risks associated with short selling of securities. International Risks International Investing: There are additional risks associated with international investing, including foreign, economic, political, monetary and/or legal factors, changing currency exchange rates, foreign taxes, and differences in financial and accounting standards. Adverse political events, financial problems, or natural disasters in a country or region will cause investments in that country or region to lose value. Emerging Markets The risks of investing in emerging or developing markets can be substantially greater than the risks of investing in developed markets. There are additional risks associated with international investing, including foreign, economic, political, monetary and/or legal factors, changing currency exchange rates, foreign taxes, and differences in financial and accounting standards. These risks may be magnified in emerging markets. Alternative Investments Hedge Funds and Private Equity. Alternative investments such as Hedge Funds and Private Equity can be highly illiquid, speculative and not suitable for all investors. Investing in alternative investments is for experienced and sophisticated investors who are willing to bear the high economic risks associated with such an investment. Investors should carefully review and consider potential risks before investing. Certain of these risks include loss of all or a substantial portion of the investment due to leveraging, short-selling, or other speculative practices; lack of liquidity in that there may be no secondary market for the fund and none is expected to develop; volatility of returns; restrictions on transferring interests in the fund; potential lack of diversification and resulting higher risk due to concentration of trading authority when a single advisor is utilized; absence of information regarding valuations and pricing; complex tax structures and delays in tax reporting; and less regulation and higher fees than mutual funds Some examples of alternative investments are hedge funds, private equity, structured products, mortgage/asset backed securities and managed futures. Real Estate Investment Trusts. Real Estate Investment Trusts (REITs) are subject to special risk considerations similar to those associated with the direct ownership of real estate. Real estate valuations may be 15  subject to factors such as changing general and local economic, financial, competitive, and environmental conditions. REITs may not be suitable for every investor. A REIT is not a guaranteed investment. Its value can go either up or down based on such factors as: the quality and income-generating potential of the properties held by the trust, interest rates and management. Real estate is sensitive to interest rates, so the value of REITs can be affected by the interest rate outlook. Additionally, the properties held by a trust need to be managed effectively if they are to generate good income. Commodities. Commodities may be more volatile than traditional securities. Their value may be affected by changes in overall market movements and by factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political and regulatory developments. Because the value of a commodity-linked derivative investment typically is based upon the price movements of a physical commodity (such as heating oil, livestock, or agricultural products), a commodity futures contract or commodity index, or some other readily measurable economic variable, the value of commodity-linked derivative instruments may be affected by changes in overall market movements, volatility of the underlying index, changes in interest rates, or the factors listed above that may affect a particular industry or commodity. Digital Asset Investment Products Risks Digital asset-related investment products (“Digital Asset Investment Products”), which may be used in implementing our investment advice, are products in which the issuer invests in, or the underlying reference asset is linked to, a “digital asset,” such as cryptocurrency assets. Investments in Digital Asset Investment Products are highly speculative, and the investment strategies typically involve a substantial degree of risk. The prices of digital assets, including bitcoin, have experienced higher levels of volatility relative to equity, commodity, and fixed income markets and may continue to do so. Digital assets and Digital Asset Investment Products are an emerging class of investment products and subject to unique risks, including, but not limited to: Valuation Risk: Most digital assets have no broadly accepted or standardized valuation methodologies in place. Digital assets and derivatives based on digital assets are subject to rapid price swings, including as a result of actions and statements by influencers and the media. A significant portion of the demand for digital assets is generated by speculators and investors seeking to profit from short- or long-term holdings. The Digital Asset Exchanges are largely unregulated, and some exchanges have been closed due to fraud, business failure or security 16  breaches. In many of these instances, the customers of such Digital Asset Exchanges were not compensated or made whole for the partial or complete losses of their account balances. Legal, Tax, and Regulatory Risks: Digital assets are largely unregulated as the regulatory requirements associated with digital assets continues to evolve. Given the brevity of blockchain-based digital assets’ existence, global regulatory, legal and tax regimes differ by jurisdiction and may change rapidly. Digital Asset Exchanges may also be subject to heightened regulatory requirements, including registration requirements, which may adversely affect their ability to continue operating as trading venues for digital assets. Such regulatory actions may also impact CGMI’s ability to continue servicing and/or transacting in Digital Asset Investment Products. Digital assets may be more susceptible to fraud and manipulation than more regulated investments. Concentrated Strategy and Sector Risks Strategies that invest in a concentrated number of securities, a specific sector, or geographic region can be more volatile and present a greater risk of loss than a more diversified strategy and the stock market more generally. For example, when a strategy invests in a concentrated number of securities, a decline in the value of these securities would cause your overall account value to decline a greater degree than that of a less concentrated portfolio. Similarly, when a strategy invests primarily in a specific industry sector, an account invested in the strategy will perform poorly during an economic downturn in that sector. A strategy with investments concentrated in a particular country or region are more exposed to the risk of loss associated with adverse securities markets, exchange rates and social, political, regulatory or economic events which may occur in that country or region than more diversified strategies. In each case, account performance may deviate significantly from broad market indexes. Cybersecurity Risks CGMI, its affiliates, service providers, and other market participants increasingly depend on complex information technology and communications systems to conduct business functions. They rely on computer programs to evaluate certain securities and other investments, to monitor their portfolios, to trade, clear and settle securities transactions, and to generate asset, risk management and other reports that are utilized in the oversight of their activities, among other things. In addition, certain of their operations interface with or depend on systems operated by third parties and they will not always be in a position to verify the risks or reliability of such third-party systems. These systems are susceptible to operational, informational 17  security, and related risks that could adversely affect CGMI and the clients. Cyber incidents can result from deliberate or unintentional events and may arise from external or internal sources. Like other financial services firms, CGMI experiences malicious cyber activity directed at its computer systems, software, networks and its users on a daily basis. This malicious activity includes attempts at unauthorized access, implantation of computer viruses or malware, and denial-of- service attacks. CGMI also experiences large volumes of phishing and other forms of social engineering attempted for the purpose of perpetrating fraud against CGMI, its associates, or its clients. Attacks also may be carried out by causing denial-of-service attacks on websites (making network services unavailable to intended users). Cyber incidents could cause disruptions and affect business operations, potentially resulting in financial losses, the inability to transact business or trade (including failure of trade settlements, inaccurate recording or processing of trades, inaccurate client records, inability to monitor investments and risks), destruction to equipment and systems, loss or theft of investor data, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation or liability costs, or additional compliance costs. Similar adverse consequences could result from cyber incidents affecting the investments in which the Programs invest, including those affecting other investment managers, issuers of securities and other interests, brokers, dealers, exchanges, and other financial institutions and market operators. The increased use of mobile and cloud technologies, including as a result of the shift to work-from-home arrangements has heightened these and other operational risks, and any failure by CGMI’s mobile or cloud technology service providers to adequately safeguard the systems CGMI uses and prevent or quickly detect and remediate cyber attacks could disrupt CGMI’s operations and result in misappropriation, corruption or loss of confidential or propriety information. Additionally, the SEC adopted changes to Regulation S-P, which took effect on December 3, 2025. Regulation S-P establishes data privacy requirements for SEC-registered investment advisers, broker-dealers, and investment companies, including the obligation to adopt written policies and procedures dressing administrative, technical, and physical safeguards for the protection of client records and information. The amendments to Regulation S-P require SEC-registered investment advisers, broker-dealers, and investment companies to adopt an incident response program that governs their response to any unauthorized access of client information and which must include certain breach notification procedures with respect to affected individuals. While CGMI will endeavor 18  to comply with all such requirements, there is a risk that we will be unable to prevent breaches and other unauthorized access to our systems and personal client information. Artificial Intelligence (“AI”) and Machine Learning Recent technological advances in artificial intelligence and machine learning technologies (collectively, “AI Technologies”), as well as the rapid growth and widespread use thereof, have the potential to pose risks to portfolio investments. AI Technologies have the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which our clients invest, and any such changes could have an adverse impact on the value of individual companies and the performance of client accounts more broadly. Global and Regional Events Risks Global and regional events such as war, terrorist attacks, political unrest, climate change, natural disasters, public health crises, and pandemics may cause substantial losses by, among other things: causing disruptions in global economic conditions; decreasing investor confidence; disrupting financial markets and the ability to conduct business activities; causing loss or displacement of employees; triggering large-scale technology failures or delays; and requiring substantial capital expenditures and operating expenses to remediate damage and restore operations. Inflation in the U.S. could continue or reaccelerate in the near- to medium-term. Further, heightened competition for workers, supply chain issues and rising energy and commodity prices have contributed to increasing wages and other inputs. Higher inflation and rising costs present material uncertainty with respect to investment performance. For example, ongoing armed conflicts between Russia and Ukraine in Europe and among Israel, Iran, Hamas and other militant groups in the Middle East have caused and could continue to cause significant market disruptions and volatility, and therefore could materially adversely affect investment performance. In addition, sanctions, export controls, tariffs, trade wars and other governmental actions and impacts on the markets for certain commodities, such as oil and natural gas, present material uncertainty and risk and could have a material adverse effect on issuers of securities and their respective businesses, financial conditions, cash flows and results of operations and may cause the market value of such issuers to decline materially. 19  Business Continuity Risk CGMI has business continuity plans that provide for continuity of critical operations and other activities during a variety of disruptions. They include client support responses such as conducting operations from alternate sites in different locations, if necessary, operating across multiple power grids or operating with self-generating facilities while maintaining the firm’s presence in the marketplace and servicing client accounts. Although these plans are designed to limit the impact on clients from such business interruptions, unforeseen circumstances may create situations where CGMI is unable to fully recover from a significant business interruption. CGMI believes its planning and implementation process reduces the risk in this area. Environmental, Social and Governance (“ESG”) Investing Risks An ESG strategy is limited in the types and number of investment opportunities available and, as a result, an ESG investment strategy may underperform other investment strategies that do not have an ESG focus. An ESG investment strategy may invest in securities or industry sectors that underperform the market as a whole or underperform other funds screened for ESG standards. Frameworks for ESG investing vary among investment advisers and funds as the definition of each factor is subjective. Therefore, the companies selected by an index provider or investment adviser as demonstrating ESG characteristics may not be the same companies selected by other index providers or investment advisers that use similar ESG screens. Further, an index provider or investment adviser may select companies based on a particular ESG factor or factors rather than a holistic assessment of a company’s ESG characteristics. In addition, companies selected by an index provider or investment adviser may not exhibit the ESG characteristics the index provider or investment adviser seeks to identify. Certain products included in the Program may consider sustainability or ESG factors in their portfolio management decisions, even if they are not identified as ESG products on Citi’s due diligence approved lists. Unless specified otherwise, any recommendation by us is not based on sustainability or ESG considerations. Financial Services Industry Risks National and regional banks, financial institutions and other participants in the U.S. and global capital markets are closely interrelated as a result of credit, trading, clearing, technology and other relationships. A significant 20  adverse development (such as a bank run, insolvency, bankruptcy or default) with one or more national or regional banks, financial institutions or other participants in the financial or capital markets may spread to others and lead to significant concentrated or market-wide problems (such as defaults, liquidity problems, impairment charges, additional bank runs and/or losses) for other participants in these markets. Future developments, including actions taken by the U.S. Department of the Treasury, the Federal Deposit Insurance Corporation (“FDIC”), Federal Reserve Board, and systemic risk in the U.S. and global banking sectors and broader economies in general, are difficult to assess and quantify, and the form and magnitude of such developments or other actions of the U.S. Department of the Treasury, FDIC and Federal Reserve Board may remain unknown for significant periods of time and could have an adverse effect on investments. Tax-Loss Harvesting Risks Certain of CGMI’s advisory programs offer tax-loss harvesting strategies. Tax-loss harvesting involves a variety of risks. During certain market conditions, such as lower volatility periods and periods of strong economic growth, the manager’s ability to generate capital losses to offset capital gains may be limited, which would limit the account’s ability to implement its tax-loss harvesting strategy. In addition, because tax-loss harvesting continuously decreases the cost-basis of the account’s portfolio, there is a risk that opportunities to realize losses may decrease over time. Tax-loss harvesting may result in significant deviation from the model portfolio and may increase the account’s portfolio turnover rate. You should confer with your personal tax advisor regarding the tax consequences of investing prior to engaging in any tax-loss harvesting strategy, based on your particular circumstances. Neither CGMI nor any third-party investment manager assumes any responsibility to you for the tax consequences of any transaction. No tax- loss harvesting strategy is intended as tax advice, and neither CGMI nor any third-party investment manager represents in any manner that the tax consequences described will be obtained or that a “tax aware” investment strategy will result in any particular tax consequence. The tax consequences of tax-loss harvesting strategies are complex and may be subject to challenge by the IRS. No tax-loss harvesting strategy available in the Programs was developed to be used by, and it cannot be used by, any investor to avoid penalties or interest. You and your personal tax advisors are responsible for how the transactions in your account are reported to the IRS or any other taxing authority. You should be aware that if you and/or your spouse have other taxable or non-taxable accounts, and you hold in those accounts any of the securities 21  (including options contracts) held in an investment advisory account, you cannot trade any of those securities 30 days before or after the investment advisory account trades those same securities as part of the tax-loss harvesting strategy to avoid possible wash sales and, as a result, a nullification of any tax benefits of the strategy. It is your responsibility to monitor transactions across all of your accounts. When CGMI or a third-party investment manager replaces investments with “similar” investments as part of the tax-loss harvesting strategy, such investments are not guaranteed to perform similarly to the initial investment or lower an investor’s tax liability. Expected returns and risk characteristics are no guarantee of actual performance. The foregoing list of risk factors is not a complete explanation of the risks involved in an investment in securities. Investing in securities involves risk of loss that clients should be prepared to bear. Investors should give careful consideration to the risk factors detailed in this Item 8 and other product-specific information. Item 9. Disciplinary Information Below are summaries of certain legal and disciplinary events that may be material to clients and prospective clients. Additional information about legal and disciplinary events is available in Item 11 of our Form ADV, Part 1A, available at www.adviserinfo.sec.gov. SEC Claims Related to CitiFX Alpha Sold to MSSB Clients On January 24, 2017, CGMI entered into a settlement with the SEC related to a foreign exchange trading program known as “CitiFX Alpha,” which was sold to certain brokerage customers and advisory clients of Morgan Stanley Smith Barney LLC (“MSSB”) during 2010 and 2011. At the time, CGMI held a 49% ownership interest in MSSB. The SEC alleged that CGMI omitted material information from investor presentations, including failure to disclose that a substantially higher leverage could be used than was disclosed and that mark-ups on trades would be charged, that caused the investors to suffer significant losses. Without admitting or denying the findings, CGMI agreed to cease and desist from violating Section 17(a)(2) of the Securities Act and pay disgorgement of $624,458.27, prejudgment interest of $89,277.34, and a civil money penalty of $2,250,000.00. TRAK Fund Solution Settlements CGMI settled two matters relating to overcharges in certain advisory client accounts. The overcharges related primarily to the TRAK Fund Solution program, which CGMI offered between 1991 and 2011. 22  On January 26, 2017, the SEC issued an Order finding that CGMI violated various provisions of the Investment Advisers Act of 1940 by overcharging or causing to be overcharged approximately 60,000 advisory client accounts in the amount of $18 million and by failing to keep proper books and records with respect to maintenance of client contracts. Those overcharges had, at the time of the Order, been reimbursed with interest, to the extent they could be identified. Pursuant to the Order, CGMI agreed to pay disgorgement and pre-judgment interest in the amount of $4,000,000, pay a civil money penalty in the amount of $14,300,000 and undertake certain reporting obligations to the SEC and remedial actions to the extent not already implemented. Copies of the Order can be obtained at www.sec.gov/litigation/admin/2017/34-79882.pdf or from your CGMI representative. On January 12, 2017, the New York Attorney General’s Office (“NYAG”) and CGMI entered into a settlement in which the NYAG found that CGMI had violated the Martin Act and Executive Law § 63(12) by overcharging certain advisory client accounts. CGMI agreed to pay a monetary penalty in the amount of $1,000,000 and undertake certain reporting obligations to the NYAG. FINRA Claims Related to Research Ratings On December 28, 2017, CGMI entered into a settlement with FINRA. As part of that settlement, FINRA alleged that for a period of time, CGMI displayed (both internally and externally) inaccurate research ratings for certain equity securities. FINRA alleged that this inaccuracy, which resulted from errors in the electronic feed of ratings data that the firm provided to its clearing firm, caused CGMI to display the wrong rating for some covered securities (e.g., “buy” instead of “sell”), display ratings for other securities that CGMI was not actively covering at the time, and not display ratings for securities that CGMI, in fact, rated. FINRA also alleged that CGMI failed to establish and maintain a supervisory system and written supervisory procedures designed to ensure the accurate and complete dissemination of research ratings. Without admitting or denying the allegations, CGMI consented to a censure, a fine of $5.5 million, and an undertaking to pay compensation of at least $6 million to customers who were solicited to purchase or sell securities affected by the ratings display issues. Item 10. Other Financial Industry Activities and Affiliations Registrations CGMI is registered as an investment adviser, securities broker-dealer and security-based swap dealer with the SEC and as a futures commission merchant, commodity trading advisor and a swap dealer with the CFTC. Affiliates of CGMI are registered as investment advisers and broker-dealers 23  and security-based swap dealers with the SEC, as well as with the CFTC as commodity pool operators and/or commodity trading advisors. CGMI is a member of all principal securities and commodities exchanges in the United States and FINRA. In addition, CGMI holds memberships or associate memberships on several principal foreign securities and commodities exchanges. CGMI Brokerage and Research Services Clients may choose to implement their Financial Plans by opening a brokerage account with CGMI. As a registered broker-dealer, CGMI regularly advises clients about, and executes transactions in, a wide variety of securities and other investments. It and its affiliates also act in a partnership capacity in a number of limited partnerships in which its clients may invest. As a futures commission merchant, CGMI also provides advice on commodities and commodity-related products. CGMI provides a wide range of research services to its clients, including reports, analyses, charts and graphs relating to various facets of the investment spectrum in equity and fixed income products. Research services generally are provided to clients on the assumption that the services generate commission or other business for CGMI. However, certain research services may be provided on a hard-dollar, fixed-fee basis and/or, in the case of firms that may re-sell such services, on a hard-dollar, royalty- fee basis. The amount or rate of any hard-dollar fee generally is negotiable. Material Relationships or Arrangements with Certain Related Persons CGMI has arrangements that are material to its advisory business or its clients with related persons who are broker-dealers, investment companies, other investment advisers, and banking or thrift institutions. Below is a description of such relationships and some of the conflicts of interest that arise from them. CGMI has adopted policies and procedures reasonably designed to appropriately prevent, limit or mitigate conflicts of interest that may arise between CGMI and its affiliates. See also Item 11- “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” for additional information on conflicts of interest and related policies and procedures of CGMI. Through its divisions, CGMI offers a wide variety of investment advisory services and programs. CGMI’s investment advisory services are available to individuals; multi-family offices, corporations, trusts, endowments, foundations, charitable organizations; pension and profit sharing plans, other businesses and governmental entities. The investment advisor affiliates of CGMI include, among others: Citibank (Switzerland) A.G.; Citibank Canada Investment Funds Limited; Citigroup Alternative Investments LLC; Citigroup 24  Global Markets Asia Limited, Citigroup First Investment Management Limited; and Citibank Europe PLC. Additional information about CGMI’s affiliates is disclosed in response to Item 7.A of our Form ADV, Part 1A, available at www.adviserinfo.sec.gov. CGMI and its affiliates provide a variety of services for various clients, including issuers of securities that CGMI may recommend for purchase or sale by clients. In addition, CGMI performs a wide range of investment banking services for various clients, and CGMI client holdings will include the securities of issuers for whom CGMI performs investment banking and other services. CGMI client portfolios also include securities in which CGMI makes a market or in which CGMI, its officers or employees have positions. CGMI and its affiliates receive compensation and fees in connection with the provision of the foregoing services. As part of an overall internal compliance program, CGMI has adopted policies and procedures imposing certain conditions and restrictions on transactions for CGMI’s own account or the accounts of its employees. Such policies and procedures are designed to prevent, among other things, any improper or abusive conduct when potential conflicts of interest may exist with respect to a customer or client. In addition, Citibank, an affiliate of CGMI, serves as an investment manager and qualified custodian in certain programs. In serving as a qualified custodian, Citibank utilizes certain back office services of its affiliates. Compensation from Investment Managers CGMI and its affiliates have trading, investment banking, prime brokerage, trustee, custody, and other business relationships with third-party investment managers. These investment managers include the investment advisers for investment advisory programs recommended to clients by CGMI, in its capacity as an investment adviser. However, CGMI does not recommend or select investment managers and does not receive any direct or indirect compensation from any investment managers in connection with Financial Planning services. Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Employee Personal Trading and Fiduciary Code of Ethics Employees and certain other persons who perform services that support the investment advisory business of CGMI are bound by the Personal Trading and Investment Policy (“PTIP Policy”) and the Fiduciary Code of Ethics (“Code of Ethics”). The Code of Ethics is designed to comply with applicable regulatory requirements including Rule 204A-1. Both the PTIP Policy and the Code of Ethics govern the trading of employees 25  who support the investment advisory business of CGMI and the family members’ or related persons’ accounts over which the employee has investment discretion. Certain representatives within CGMI are considered covered persons under the PTIP Policy. The PTIP Policy governs the manner in which covered persons’ trading account information is made available to the firm’s compliance department and defines instances where pre-clearance or supervisory pre-approval is required. Covered persons are subject to a number of restrictions including: 1) prohibition on conduct of personal trades in securities for which they are in possession of material, non-public information; 2) prohibition on securities noted on the firm’s restricted list; and 3) prohibition on trading in securities where new and material research has been published. Other restrictions exist with respect to “new issue”/public offerings and trading of Citigroup shares. Covered persons are further prohibited from engaging in market timing strategies with respect to mutual fund transactions in covered accounts. Certain managerial staff are responsible for reviewing all personal trading activity of their covered employees for indications of improper trading activity and insider trading. The Code of Ethics describes the standards of business conduct for CGMI’s investment advisory business, including the fiduciary obligations owed to the clients and the obligation to comply with applicable laws. The Code of Ethics incorporates and is supplemented by other Citi policies and procedures, including policies and procedures designed to protect the flow of material non-public information and the confidentiality of client information and those imposing personal trading and investment restrictions, maintenance of personal securities trading accounts at CGMI, and reporting of personal securities holdings and transactions. The purposes of the Codes of Ethics and the related policies and procedures include minimizing potential conflicts of interests between employees and investment advisory clients and assuring compliance with applicable laws and regulations. Each person covered under the Code of Ethics receives a copy of the Code of Ethics upon being designated as a covered person and annually thereafter. They must sign an attestation that indicates that they have read and understand such Code of Ethics. In conjunction with this attestation, all covered persons are required to report any violation or potential violation of which they might become aware. A copy of CGMI’s Code of Ethics will be provided to any client or prospective client who mails a written request to: Citigroup Global Markets Inc. 388 Greenwich Street, 29th Floor 26  New York, NY 10013 Attention: Robert Cole, Managing Director, Global Head of Wealth Independent Compliance Risk Management Participation and Interest in Client Transactions CGMI and its affiliates could recommend securities in which they directly or indirectly have a financial interest and can also buy and sell securities that are recommended to clients for purchase and sale, at the same time or at different times. They also provide advice and take action in the performance of their duties to CGMI or clients that differs from advice given, or the timing and nature of action taken, for other clients’ Financial Plans or CGMI’s and its affiliates’ own accounts. In addition, CGMI, its affiliates, employees, including financial planners, are permitted to invest with other investment management firms. From time to time, CGMI imposes restrictions to address the potential for self-dealing by CGMI and conflicts of interest that arise in connection with CGMI’s broker-dealer and investment banking businesses. CGMI has adopted various procedures to guard against insider trading that include an “Information Barrier” procedure, pursuant to which information known within one area of CGMI (e.g., investment banking) is not permitted to be distributed to other areas (e.g., investment advisory), and use of a restricted list and various other monitoring lists. These investment banking or other activities will from time to time compel CGMI, its affiliates, or an overlay manager that provides portfolio implementation and overlay services in connection with the management of client accounts to forgo trading in the securities of companies with which these relationships exist. This has the potential to adversely impact the investment performance of a client’s account. Item 12. Brokerage Practices As part of the Financial Planning Program, CGMI does not execute trades for client accounts. CGMI does not utilize a client’s agency commission dollars to purchase research and other services (i.e., soft dollars). Item 13. Review of Accounts As part of the Financial Planning Program, the client receives and reviews an initial plan. This Plan is reviewed by the financial planner with the client to assist in the development of strategies designed to assist the client in meeting their goals. Appropriate changes to the Plan may be implemented based upon client feedback, resulting in the issuance of a final Plan. This final Plan is not subsequently reviewed or updated unless requested by the client. 27  Item 14. Client Referrals and Other Compensation As part of the Financial Planning Program, CGMI does not compensate any person for referring clients to a financial planner to prepare a Financial Plan. CGMI does not receive any compensation from third parties in connection with preparing Financial Plans. Item 15. Custody As part of the Financial Planning Program, CGMI does not have custody of client assets and will not send account statements of any kind. In the event that clients open accounts with CGMI or a third-party to implement their Financial Plans, they will receive account statements from their broker- dealer, bank or other qualified custodian. Clients should carefully review those statements and if they open an account with CGMI, compare account statements received from CGMI to those received from the qualified custodian. Item 16. Investment Discretion As part of the Financial Planning Program, CGMI does not have investment discretion. Item 17. Voting Client Securities As part of the Financial Planning Program, CGMI does not have authority to vote client shares. Item 18. Financial Information CGMI does not require or solicit prepayment of more than $1,200 in fees per client six months or more in advance. Therefore, CGMI has not included a balance sheet of its most recent fiscal year. CGMI is not aware of any financial condition that is reasonably likely to impair its ability meet its contractual commitments to clients, nor has CGMI been the subject of a bankruptcy petition at any time during the past ten years. 28 

Item 1. Cover Page March 25, 2026 388 Greenwich Street New York, NY 10013 Citi Personal Wealth Management (833) 724-0811 (toll-free in the U.S.) https://online.citi.com/US/ag/investing Citigroup Global Markets Inc. Citi Wealth Builder Program Form ADV Part 2A (Appendix 1): Firm Brochure This wrap fee brochure provides information about the qualifications and business practices of Citigroup Global Markets Inc. (“CGMI”) and the services CGMI offers to clients of Citi Personal Wealth Management that enroll in the Citi Wealth Builder Program. If you have any questions about the contents of this brochure, please contact us at (833) 724-0811 (toll-free in the U.S.). The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. information about CGMI is also available on the SEC’s website at Additional www.adviserinfo.sec.gov. Where we refer to ourselves as a “registered investment adviser” or “registered”, that registration does not imply a certain level of skill or training. Citi Personal Wealth Management is a business of Citigroup Inc. (“Citigroup”) that offers investment products and services through CGMI, member FINRA and SIPC. CGMI accounts are carried by Pershing LLC, member FINRA, NYSE, and SIPC. © 2026 Citigroup. Citi, Citi and Arc Design and other marks used herein are service marks of Citigroup or its affiliates, used and registered throughout the world. INVESTMENT AND INSURANCE PRODUCTS: NOT FDIC INSURED • NOT CDIC INSURED • NOT A BANK DEPOSIT • NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY OR ANY GOVERNMENTAL AGENCY OUTSIDE OF THE UNITED STATES • NO BANK GUARANTEE • MAY LOSE VALUE 1  Item 2. Material Changes Since our annual update filed on March 27, 2025, the following material changes have been made: Item 6. Portfolio Manager Selection and Evaluation in Advisory Programs The “CitiAccess” due diligence standard has been replaced by the comparable “Due Diligence Approved” standard. Therefore, all references to “CitiAccess” have been removed from this brochure. Item 9.B.3. Client Referrals and Other Compensation Effective January 1, 2026, CGMI expanded its revenue sharing arrangements with sponsors/managers of investment products, including mutual funds, ETFs, separately managed accounts and model portfolios, held in Program (as defined herein) accounts. CGMI receives revenue sharing payments up to a maximum per manager of (1) 0.12% per year ($12 per $10,000) on aggregate client holdings attributable to mutual funds, subject to a minimum charge of $50,000, or (2) up to 20% per year of the management fee on aggregate client holdings attributable to (a) mutual funds and ETFs, and (b) separately managed accounts and model portfolios, in each case subject to a minimum charge of $50,000 and excluding Program accounts with retirement assets. These payments create a conflict whereby CGMI has a financial incentive to recommend or invest client assets, or otherwise promote the products and strategies of investment managers that pay revenue sharing over managers that do not pay revenue sharing, as well as to recommend products and strategies from managers that pay CGMI more than other investment managers.. As further described herein, CGMI has taken steps to mitigate the conflicts of interest associated with recommendations regarding certain account types and revenue sharing arrangements. Please read the full brochure for additional information regarding the changes described above. Capitalized terms used in this section have the meanings assigned to them in the main body of the brochure. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 2  Item 3. Table of Contents Item 1. Cover Page ................................................................................................................................ 1 Item 2. Material Changes ..................................................................................................................... 2 Item 3. Table of Contents ..................................................................................................................... 3 Item 4. Services, Fees & Compensation .............................................................................................. 4 Introduction .................................................................................................................................. 4 A.1. A.2. Description of the Citi Wealth Builder Program; CGMI’s Advisory Services ............................ 4 A.3. Clearing, Custody and Execution Services .................................................................................. 9 A.4 Sweep Programs ......................................................................................................................... 11 A.5. Additional Information ............................................................................................................. 11 B. Investment Advisory Services versus Brokerage Services; Cost of Program Relative to Non- Asset-Based Fee Alternatives; Relative Costs of Program Alternatives .............................................. 12 C. Additional Information Regarding Fees and Charges ................................................................ 14 Incentives.................................................................................................................................... 15 D. Item 5. Account Requirements and Types of Clients ...................................................................... 15 Item 6. Strategy Selection and Evaluation ........................................................................................ 16 Evaluation in Advisory Programs .............................................................................................. 16 A. Risk Factors ................................................................................................................................ 18 B. B.1. Investment-Related Risks .......................................................................................................... 18 B.2. Other Risks ................................................................................................................................. 19 Additional Information ............................................................................................................... 21 C. Item 7. Client Information Provided to Portfolio Managers .......................................................... 21 Item 8. Client Contact with Portfolio Managers .............................................................................. 22 Item 9. Additional Information ......................................................................................................... 22 A.1. Disciplinary Information ........................................................................................................... 22 A.2. Other Financial Industry Activities and Affiliations ................................................................. 23 B.1. Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading ............... 24 B.2. Review of Accounts ...................................................................................................................... 26 B.3. Client Referrals and Other Compensation ..................................................................................... 27 B.4. Financial Information .................................................................................................................... 29 B.5. Other Information .......................................................................................................................... 29 3  Item 4. Services, Fees & Compensation A.1. Introduction This brochure provides information about CGMI and the investment advisory services it provides to clients of Citi Personal Wealth Management (“CPWM”) that enroll in the Citi Wealth Builder Program (“CWB”) or the Citi Wealth Builder Plus Program (“CWB Plus” and together with CWB, the “Program”). CPWM is a business unit of Citigroup Inc. (“Citigroup”), and CGMI is a subsidiary of Citigroup. CGMI is registered as an investment adviser and a broker-dealer with the SEC. CGMI will serve as the client’s investment adviser in connection with the Program. CGMI may determine to delegate certain of the services described below to one or more of its affiliates and/or third parties. Clients should read and consider carefully the information contained in this brochure. While CGMI believes that its professional investment advice can benefit many clients, there is no assurance that the objectives of any client in the Program will be achieved. A.2. Description of the Citi Wealth Builder Program; CGMI’s Advisory Services The Program The Program provides automated, “robo”-advisory services. In the Program, a client’s assets will be invested according to defined asset allocation models (each, a “Model”) that are proposed based on the client’s investment objectives and investment risk profile. Pershing LLC (together with certain of its affiliates, “Pershing” or “Clearing Firm”) provides custody and clearing services for client accounts and also provides trade execution and related services to implement the investments proposed by the Models. In addition to the robo-advisory services provided in CWB, clients enrolled in CWB Plus also have access to a dedicated group of CGMI representatives available to offer advice and guidance as part of CWB Plus (“Wealth Solutions Advisors”) and a financial planning service (the “Planning Service”) to develop a limited purpose, goal-specific financial plan (a “Plan”). To enroll in the Program, clients must first enter into a Program agreement (a “Program Agreement”) with CGMI. In the Program Agreement, the client appoints CGMI to act as the client’s investment adviser and agent and to provide certain services related to the Program. Subject to meeting the minimum account requirement, a CWB client may change from CWB to CWB Plus by closing the client’s CWB account and opening a new CWB Plus account. Investments made through the Program are inherently speculative and involve the risk of loss of capital. No guarantee or representation is made that the Program or any investment will achieve its objectives or that losses will be avoided. The past performance of an investment made through the Program is not indicative of future performance. Neither CGMI nor any of its affiliates make any representations or warranties in this brochure with respect to the present or future level of risk or volatility in the Program or any investment, or the Program’s or any investment’s future performance or activities. 4  Questionnaire In connection with entering into a Program Agreement, the client completes an application (the “Application”), which includes a questionnaire (the “Questionnaire”) designed to elicit information about the client’s investment risk profile, investment objectives, anticipated investment time horizon, and the client’s preference regarding investment style (e.g., track an index versus integrate sustainability criteria versus incorporate active management). The Application proposes a Model based on the client’s answers to the Questionnaire. Clients enrolling in CWB Plus must consult with a Wealth Solutions Advisor to complete the Application process. CWB Plus clients are required to engage in an annual review of their respective CWB accounts, including its overall performance, progress toward investment goals, and information submitted through the Application, including, but not limited to, the client’s responses in the Application to risk tolerance questions and investment objectives. An annual review is an opportunity for clients to ensure that such information is up to date, complete and accurate and that client’s selected Models and management styles reflect client’s current financial status and account objectives. In addition to the Program’s online access for such review and adjustment of client information, choices, and objectives, CWB Plus clients can schedule an appointment for an additional review with a Wealth Solutions Advisor, outside of the annual review of their CWB accounts. From time to time and at their discretion, Wealth Solutions Advisors also may invite CWB Plus clients to schedule an appointment to engage in a review, outside the annual review process. Client is solely responsible for providing accurate information and updating the Program through the Application or as otherwise directed by us for any changes or adjustments. Client’s Program Agreement may be subject to termination, at our sole discretion, if client is not available to engage in an annual or other review, in a manner deemed acceptable by us. Models The Models in the Program have different investment objectives and investment strategies. • The “Active Models” (also referred to as “Dynamic” Models (the “Active Models”)) consist of exchange-traded funds (“ETFs”) and mutual funds that incorporate active portfolio management. • The “Sustainable Models” consist of ETFs that are designed, in part, with consideration of sustainable investing criteria, which is the umbrella term for the various approaches to investing that seek to align with environmental, social and governance (“ESG”) principles. • The “Index Models” (also referred to as “Essentials” Models (the “Index Models”)) consist of ETFs that are passively managed to track the investment results of securities indices. All Models include an allocation to cash and cash equivalents. The Models are not designed to provide clients with a comprehensive financial plan. The type of Model proposed for the Program depends on the investment strategy preference expressed by client in the Application. Except as described below, a client’s investment objectives and investment profile, including investment preferences, risk tolerance and desired investment amount, may be updated in the Application at any time, which may result in a different Model being proposed. Client should consider potential adverse tax consequences before electing to switch Models. 5  Citi Investment Management (“CIM” or the “Model Provider”) is responsible for developing and maintaining the Models, including setting the asset allocation strategy of the Models offered in the Program, selecting the underlying investment holdings of the Models, and recommending adjustments to the Models from time to time .CIM is a business of Citigroup Inc. that operates through CGMI and other Citi affiliates. Pursuant to the Program Agreement, the client authorizes CGMI to direct the purchase and sale of securities for the client’s account in accordance with the Model proposed by the Application (which proposal, in turn, is based on the client’s responses to the Questionnaire). The Model Provider delivers the Model (and any updates to the Model) to CGMI, and CGMI in turn delivers the Model (and any updates to the Model) to Clearing Firm. Upon receipt of the Model, Clearing Firm executes transactions for the client’s account in the proposed securities, subject to any reasonable investment restrictions that the client imposes. The Site CGMI provides investment advice through the Program through an interactive online mobile application or digital platform (the “Site”) provided by CGMI, with additional support from Wealth Solutions Advisors for CWB Plus clients. The Application and Questionnaire are available exclusively on the Site. The method for providing investment advice to clients through the Site may be different from other investment advisory relationships with which they are familiar. Prospective CWB clients must be willing to receive investment advice exclusively through the Site to use the services provided under the Program and must complete the Questionnaire without the guidance of a Wealth Solutions Advisor. Prospective CWB Plus clients must be willing to receive investment advice through the Site platform and by telephone or other means from Wealth Solutions Advisors who are not individually assigned to them. The process used to make investment proposals through the Application may not elicit the same information as a face-to-face interview with a financial advisor. Wealth Solutions Advisors and the Service Team Current and prospective clients of CWB Plus may contact a Wealth Solutions Advisor for advice or guidance during the Application process and throughout the advisory relationship. Wealth Solutions Advisors are part of a dedicated pool of CGMI representatives for CWB Plus but are not individually assigned to clients. During the Application Process, Wealth Solutions Advisors are available to answer general questions about the Models or the Program, but do not provide personalized investment advice. Wealth Solutions Advisors are available by appointment at the telephone number or other means provided on the Site. Wealth Solutions Advisors are not available to CWB clients. Wealth Solutions Advisors earn a salary and are not compensated based on the creation of a Plan or other incentives. All current and prospective clients may contact a customer service representative (also referred to as a “Wealth Investment Solutions Representative” (collectively, “customer service representative”)) with questions about Site operations and for assistance regarding online access and use of the Site. Customer service representatives may provide information about CGMI advisory programs and brokerage services potentially available to the client and how to connect with a CGMI registered representative. Customer service representatives may provide technical support and certain limited educational and 6  informational materials over the telephone and internet related to clients’ use of the Application, but such support is educational and informational in nature or related to the Program generally or to the technical use of the Application and is not, and should not be construed as, investment advice relating to the Program. Customer service representatives are not Wealth Solutions Advisors and do not provide investment advice. CWB Plus Financial Planning The Planning Service is an ancillary and complimentary financial planning service made available to clients of CWB Plus. A Plan created with the Planning Service is a limited purpose, goal-specific financial plan based exclusively on the information provided by the client when creating the Plan. CWB Plus clients are not eligible to use the Planning Service or create a Plan if they have another financial plan with CGMI that remains in effect or is being implemented through another account with CGMI. For the Planning Service, CGMI will gather certain basic identification and financial data from the client’s bank accounts and relationship(s) and other information at its affiliates including Citibank, N.A. (“Citibank”). Clients also may submit account information from external financial institutions. Data, including personal, account, and relationship information, of CWB Plus clients will be shared by Citibank and its affiliates with CGMI notwithstanding any previous “opt-out” by the client restricting Citibank or its affiliates from accessing, sharing or using such information. CWB Plus clients may consult a Wealth Solutions Adviser to change or modify the financial data in the Plan or to submit new or additional information for purposes of developing the Plan. Certain information may be provided through the Site, but clients must consult a Wealth Solutions Advisor to complete a Plan. CGMI’s investment advisory services in respect of the Planning Service are limited solely to the preparation and delivery of a Plan to CWB Plus clients, and each CWB Plus client’s investment advisory relationship with CGMI in respect of the Planning Service ends when CGMI delivers the Plan. Implementation of a delivered Plan is the exclusive responsibility of the client and not of CGMI. Once a Plan is delivered, CGMI has no responsibility to update the Plan or contact the client to update the information used to create the Plan. A Plan developed through the Planning Service will not influence CGMI’s management of the account based on the chosen Model. Information submitted by the CWB Plus client as part of the Planning Service will be maintained separately from information submitted by client through the Questionnaire. Only the information submitted through the Questionnaire will be considered in managing the account. CGMI will not use or consider any information submitted or acquired in connection with the Planning Service in managing the account. Other financial plans or planning services might offer more information or services and some plans or services may be available without enrollment in programs or accounts that have costs or fees (like the Program). Other CGMI accounts or relationships offer financial planning services that are more comprehensive or more extensive than the Plan developed under the Planning Service. Re-balancing The investments in the client’s account and the proportions in which they are held will be rebalanced at least once in each calendar year, and may be rebalanced more frequently. Rebalancing will occur 7  periodically (i.e., at our discretion) to align with the information and preferences specified by the client in the Questionnaire and the investment allocations proposed by the Model that the client selects. Any rebalancing transactions will affect the market value of the account and will also have tax consequences. Evaluation and Selection of Investment Strategies The Application proposes a Model based on the client’s answers to the Questionnaire. The Models offered in the Program are based on investment strategies designed by the Model Provider. Each investment strategy offered in the Program must meet either the CitiFocus or Due Diligence Approved standard, or the standards set by the Committee for the Review and Approval of Managers (“C-RAM”). (See Item 6.A– “Evaluation in Advisory Programs”). Models are subject to ongoing review by CGMI regarding their appropriateness as an investment option in the Program. CGMI and the Model Provider reserve the right to update, modify, add, remove or otherwise change the Models or the types of Models in the Program at any time in their sole discretion. If a Model ceases to be available through the Program, CGMI may exercise its discretion to select a replacement Model for affected client accounts based on Questionnaire responses and the previous Model for the account. Depending on the circumstances, clients may not be notified until after a replacement Model has been implemented. There are potential adverse tax consequences to switching Models. Account Information CGMI (either directly or indirectly) confirms all transactions executed for the account and provides account statements at least quarterly. CGMI, Clearing Firm or one of their respective designees also delivers to clients copies of the prospectuses for the ETFs and/or mutual funds in which they invest. Fees Clients participating in the Program pay CGMI an annual asset-based fee. The annual asset-based fee is calculated at the rate of 0.25% for CWB and 0.60% for CWB Plus based on the average daily balance of a client’s account during the billable quarter. The fee is paid quarterly in arrears and is due on the first business day following the end of each calendar quarter. The fee includes all fees or charges of CGMI and Clearing Firm, including investment advice, brokerage commissions for trades executed at Clearing Firm, Clearing Firm’s custodial charges and fees payable to the applicable Model Provider. The fee does not include the internal fees and expenses charged by the ETFs and/or mutual funds in which the client invests. Additionally, the fee does not include fees that are outside the scope of the client’s Program Agreement with CGMI (e.g., wire transfer fees, account transfer fees, lending fees and interest, retirement plan administration fees, trustee fees, etc.), any and all taxes and fees or their equivalent imposed by exchanges or regulatory bodies, and certain other fees and charges described herein. CGMI pays a portion of the asset-based fees it receives from clients to Clearing Firm. For more information relating to fees, see Item 4.C – “Additional Information Regarding Fees and Charges” and Item 9.B.3 – “Client Referrals and Other Compensation.” The fee applicable to a client’s account can be changed by CGMI at any time, upon written notice to the client. CGMI will promptly notify the client of any changes to the fee applicable to client’s account, which notice may be delivered after the effective date of any new fee. CGMI, in its sole discretion, may 8  offer a lower fee than identified above (or a fee waiver) to other clients. Termination of Program Agreement Either party may terminate a client’s Program Agreement at any time upon written notice to the other, and termination will become effective upon delivery of such notice. A client may also terminate its Program Agreement by providing telephonic notice to CGMI. Upon termination of a client’s Program Agreement, the client may elect to have CGMI liquidate the client’s account or convert the client’s account to non-managed status. If a client’s account is converted to non-managed status, the client will have exclusive responsibility for all investment and other decisions affecting such account, and neither CGMI nor its affiliates will: (i) be under any obligation to recommend any action with regard to, liquidate, or monitor the investments in such account, (ii) take any action or notify the client, including with respect to any corporate actions or proxies applicable to investments held in such account, or (iii) be liable for any depreciation in the value of the investments held in such account or any failure to recommend any action or take any action with respect to such investments. A.3. Clearing, Custody and Execution Services Pershing acts as clearing firm and custodian of client assets in connection with the Program. Pershing is a “qualified custodian” within the meaning of Rule 206(4)-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), otherwise known as the “Custody Rule.” In its capacity as clearing firm, Pershing provides a variety of services for the Program. These services include, without limitation, holding client account assets in custody (for certain Programs), settling transactions, sending trade confirmations, account statements and tax reporting documentation, and other operational account-related services. Pershing will not provide (and should not be construed as providing) clients with any investment advice in connection with the Program. CGMI reserves the right at any time, and without notice to clients, to terminate the delegation of some or all of these custody and clearing services and to assume or further delegate responsibility for such services. Pershing executes transactions for the client’s account in accordance with the Model proposed by the Application (which proposal, in turn, is based on the client’s investment style preference and responses to the Questionnaire), subject to any reasonable investment restrictions that the client has imposed. CGMI compensates Pershing for the services it provides to us in relation to the Program. Among other fees, Pershing charges us a fixed annual fee for each client account. Under our arrangement with Pershing, Pershing reduces the fees it charges to us as follows: (i) for Citi Private Bank (“CPB”) and Citi Global Wealth at Work (“WaW”) accounts, CGMI receives a one-time credit from Pershing for each new non-retirement Program account ($450 per account) and (ii) for CPWM accounts, for new non-retirement Program assets under management established with Pershing, CGMI receives 0.043% of new assets, capped at $860, per account. Pershing provides these credits to CGMI so long as the number of new accounts or amount of new assets under management, respectively, exceeds the applicable baseline which is agreed between us and Pershing on a quarterly basis. As a result, we benefit from adding new accounts in the form of paying lower fees and therefore have a conflict of interest. To address this conflict, we have policies and procedures regarding recommendations of account types. 9  CGMI does not share these credits with registered representatives, though compensation of representatives generally will be greater if more new accounts are opened or new assets come under management. For wire transfer and outgoing account transfer services, CGMI charges fees to its clients as reflected in the standard fee schedule for account services. Note that these fees charged by CGMI to its clients include a mark-up of the amounts charged to CGMI by Pershing for these services, and CGMI’s portion of the fee frequently constitutes a majority (or all) of CGMI’s charge to the client for the service. Revenue from these services is not shared with registered representatives. See Item 4.C. – “Additional Information Regarding Fees and Charges” for more information about these service fees. Our financial arrangement with Pershing gives us an incentive to continue to use Pershing and its services as the clearing firm for the Programs and thus creates a conflict of interest with our clients. The cost to terminate our arrangement with Pershing decreases over time, which gives us an additional financial incentive to continue our relationship with Pershing. CGMI seeks to mitigate these conflicts by evaluating and monitoring the services it receives from Pershing to ensure that retaining Pershing continues to serve clients’ interests, in accordance with its vendor management policies and procedures. Note that CGMI does not share or pass along to clients any of these savings, credits, rebates or other benefits. In CGMI’s sole discretion, at any time and for any reason, CGMI may engage an alternative broker- dealer to execute transactions for a client’s account. If there is a disruption in the services provided by Clearing Firm for any reason, CGMI or an affiliate may execute transactions for the account during the period of the disruption. Any disruption may impact account performance. In executing ETF transactions for the account, Clearing Firm may act on an agency or principal basis, to the extent permitted by law and subject to applicable restrictions. Because transactions for the account will generally be executed exclusively through Clearing Firm, the prices at which transactions are executed may be less favorable for the client than would be the case if another broker-dealer were used. CGMI does not receive payment for order flow for these orders. Some or all ETF transactions effected by Clearing Firm for the client’s account may be aggregated with transactions for other clients of CGMI, Clearing Firm or one of their respective affiliates and may be subsequently allocated to the client’s account at an average price. Clearing Firm may also from time to time and at its discretion act as principal (to the extent permitted by law) with respect to aggregated orders that result in allocations to the client’s account at an average price. The client’s confirmations will identify when a transaction was effected at an average price, the average price at which it was effected, and if so, whether CGMI acted as principal or agent for the transaction. When a transaction for the client’s account is aggregated with transactions effected for other accounts, the price at which the aggregated transaction is effected may be less favorable for the client’s account than would be the case if the relevant security or other financial product was transacted for the client’s account individually. Clearing Firm maintains policies and procedures designed to ensure that aggregated transactions are effected and allocated on a fair and equitable basis. 10  A.4 Sweep Programs Cash balances in a Program account are invested or “swept” automatically into an eligible money market mutual fund (each, a “Sweep Fund”) selected by CGMI in its sole discretion. In entering into a Program Agreement, clients authorize CGMI, without any further direction, to sweep or invest each business day all cash balances in the account in excess of $0.01 be automatically invested or swept every business day into the Sweep Fund that CGMI selects. The prospectus for each Sweep Fund is provided to clients, as required under applicable law. In the event that a client makes an additional contribution to its account in an amount less than a minimum threshold established by CGMI from time to time (generally the lesser of $200 or 4% of the value of the account), such additional contribution will be invested or “swept” automatically into the Sweep Fund and will not be invested according to a Model until additional funds are contributed to the account or the account is otherwise rebalanced. The asset-based fee charged in connection with the Program will be applied to cash balances in a client’s account, including assets invested in a Sweep Fund. A.5. Additional Information Mutual Fund Share Classes; Comparable ETFs Mutual funds offer multiple share classes that are available for investment based upon certain eligibility and/or purchase requirements. Mutual funds often permit the conversion or exchange of shares from one class to another, subject to certain conditions as determined by the applicable fund. If a client contributes or holds mutual fund shares that are deemed ineligible for the Program in which the client participates, such shares will be exchanged, if feasible, into a class of shares of the same mutual fund for which the Program is eligible, typically lower cost institutional share classes. With respect to mutual funds available to clients, on an annual basis, CGMI requests information from the fund managers to identify whether ETF products that offer the same investment portfolio (potentially at a lower cost) are available. Where a fund manager sponsors a mutual fund/ETF product pair, CGMI considers factors such as cost, tax efficiency and liquidity on a case-by-case basis to determine whether one or both products should be available in the Programs. See Item 6 – “Portfolio Manager Selection and Due Diligence Evaluation in Advisory Programs” for more information about how CGMI evaluates mutual funds and ETFs. Upon termination of a client’s Program Agreement or the transfer of mutual fund shares out of the account into a CGMI retail brokerage account, CGMI may exchange any I shares, FI shares, advisory, and/or other shares of any mutual fund for the corresponding mutual fund’s non-advisory share classes, which generally have higher operating expenses than the corresponding FI, I, and advisory share classes, which would negatively impact investment performance. Additional information about mutual fund share classes is available online in a guide titled “Mutual Fund Share Classes and CGMI Compensation” at: http://www.citi.com/investorinfo. Costs Associated with ETFs An exchange-traded fund (“ETF”) is an investment company (fund) that allows investors to purchase an individual, proportionate interest in a portfolio of stocks, bonds, and other assets. An ETF’s price 11  will fluctuate with the value of the underlying securities or financial instruments to which it provides exposure. Shares of an ETF trade on an exchange, and therefore, the value of such shares may differ from the value of the ETF’s underlying investments. ETFs may trade at a market price which reflects a “premium” or a “discount” to the net asset value (“NAV”) of their shares. If the market price is higher than the NAV, the ETF is said to be trading at a “premium”. If the price is lower, it is trading at a “discount”. Accordingly, ETFs may be purchased at prices that exceed the NAV of their underlying investments and may be sold at prices below such NAV. Under such circumstances, the trading price of ETF shares will not mirror the NAV of the underlying investments of those ETF shares. Moreover, there are costs associated with purchasing and selling an ETF, called a “bid-ask” spread (the difference between what a buyer is willing to pay (bid) for an ETF and the seller’s offering (ask) price). All of these transaction costs (which do not apply to the purchase and sale of mutual funds) will adversely affect the performance of the Program Models that invest in ETFs. The Models available through the Program can include ETFs that have no prior, or limited, operating history and performance. Access Interruptions CGMI makes no guarantee that access to the Application will be available at all times. CGMI reserves the right to suspend access to the Application without prior notice for scheduled or unscheduled system repairs or upgrades. Further, access to the Application and a client’s account, may be limited or unavailable due to, among other things: market volatility, peak demand, systems upgrades, maintenance, any kind of interruption of the services provided by CGMI, hardware or software malfunction or failure, internet service failure or unavailability, the actions of any governmental, judicial, or regulatory body, and force majeure. Investment Tools The investment tools on the Site are provided as an accommodation and are not a guarantee of performance and CGMI does not guarantee or make any warranty of any kind, express or implied, regarding the projections or proposals generated by the Site. CGMI is not liable for any losses (including lost opportunity or profits) arising out of or relating to discrepancies between projections and proposals and actual performance. The Site is not designed to provide clients with a comprehensive financial plan. B. Investment Advisory Services versus Brokerage Services; Cost of Program Relative to Non-Asset-Based Fee Alternatives; Relative Costs of Program Alternatives CGMI is registered as both a broker-dealer and as an investment adviser under federal and state securities laws, and provides services in both capacities in connection with the Program described in this brochure. Investment advisory and brokerage services are separate and distinct and are governed by different laws and separate contracts. Brokerage services are transactional and primarily involve assisting a customer with purchases and sales of securities. CGMI makes recommendations to customers about buying, selling, and holding securities in brokerage accounts, but the customer makes final investment decisions for the account. CGMI does not monitor any investments in brokerage accounts. For brokerage services, a customer pays a 12  transaction-based fee, sometimes called a commission or a “load,” each time the customer buys or sells an investment. If a customer buys or sells an investment directly from CGMI, CGMI earns a profit on that transaction that sometimes is called a spread or mark-up or mark-down. Investment advisory services are provided on an ongoing basis and typically involve providing investment advice designed to meet a client’s comprehensive long-term financial goals. In most investment advisory account programs, clients grant CGMI or a third-party discretion to buy and sell investments without asking the client in advance. Other investment advisory accounts are non- discretionary and the client makes the final investment decisions for the account. The investment adviser for an account typically provides ongoing monitoring services for the account unless the relationship is limited in scope, like financial planning. For investment advisory services, CGMI typically charges an ongoing fee based on the value of the assets in the account. Although the primary purpose of the Program is to provide clients with investment advice and guidance, the Program combines both brokerage and investment advisory services, and the single asset-based fee that clients pay for the Program generally covers CGMI’s brokerage and investment advisory services, along with clearing and custody services and certain other services described above. (Services that are not covered by the single asset-based fee are described below). Clients should understand that they may be able to obtain some or all of the services described in this brochure from CGMI without participating in the Program. In that case, a client’s total cost may be lower or higher than the fees charged in connection with the Program. Clients may also be able to obtain the same or similar services or types of investments through other advisory programs offered by CGMI and/or its affiliates. Such other investment advisory programs may be offered at a lower or higher overall cost than the Program. For example, CGMI’s Model Allocations Portfolios Program and Multi- Asset Class Solutions Program provide services (at a higher cost) that are similar to those provided through the Program and also allow clients to seek advice from a CGMI financial advisor. Accordingly, clients who seek services that are similar to those provided through the Program and also desire to interact with a CGMI financial advisor should consider investing through the Model Allocation Portfolios Program or Multi- Asset Class Solutions Program and should also review the full suite of investment advisory programs offered by CGMI. Such investment advisory programs (including the Model Allocations Portfolios Program and Multi-Asset Class Solutions Program) are described in CGMI’s Form ADV Part 2A for Investment Advisory Programs, which can be accessed here: http://www.citi.com/investorinfo/advisoryprivacy/. Likewise, CWB Plus clients should be aware that CGMI offers a financial planning service at no charge to CPWM clients. The Citigroup Global Markets Inc. Financial Planning Service offered through CPWM is described in CGMI’s Form ADV Part2A for the Financial Planning Service, which can be accessed here: http:// www.citi.com/investorinfo/advisoryprivacy/. Moreover, unaffiliated financial services firms may offer to the public other investment products with similar investment styles and holdings as the Models offered through the Program. The fees and charges associated with these products may be higher or lower than the fees imposed by CGMI under the Program. In addition, because the fees can be lower or temporarily waived for other clients, a client participating in the Program could pay higher or lower fees than an otherwise similarly situated client participating in the Program. 13  In comparing the Program with other programs or account types, and their relative costs, a client should consider various factors, including, but not limited to: • the client’s preference for an investment advisory or brokerage relationship, a discretionary or a non-discretionary relationship, a fee-based or commission-based relationship, and access to a dedicated financial advisor; the types of investment vehicles and solutions that are available in the Program; • • whether the investment solution offered in the Program is available through another CGMI investment advisory program or by another financial services firm at a lower or higher cost; • how much trading activity the client expects to take place in its account; • whether the client wishes to invest in financial instruments other than ETFs and mutual funds, and which financial instruments are available in another investment advisory program; • how much of the client’s assets are expected to be allocated to cash; • • the frequency and type of client profiling reports, performance reporting and account reviews that are available in the Program; and the scope of ancillary services that may be available to the client through a brokerage account, but which are not available through the Program. C. Additional Information Regarding Fees and Charges In addition to the asset-based fees payable in connection with the Program, clients pay additional fees or charges in connection with their accounts or certain securities transactions. These include (but are not limited to): exchange fees; transfer taxes; electronic fund and wire transfer fees; account transfer fees; certain fees in connection with custodial, trustee and other services rendered by a CGMI affiliate; termination fees with respect to Individual Retirement Accounts; SEC fees on securities trades; other charges mandated by law; and certain fees in connection with the establishment, administration or termination of retirement or profit sharing plans or trust accounts. CGMI (either directly or through its affiliates) will from time to time negotiate with clearing firms, investment managers, or other service providers to achieve cost savings or other improved terms for services covered by a client’s asset-based fee or other fees and charges. Any cost savings or other advantages achieved may differ by product line or distribution channel, and CGMI and its affiliates are under no obligation to pass along the savings or other benefits to clients. In such cases, only CGMI and/or one of its affiliates will benefit. Clearing Firm does not charge CGMI for wire transfer services. CGMI charges clients of Citi Wealth $25 per wire transfer. In addition, Clearing Firm charges CGMI $25 for outgoing account transfer services, and CGMI marks up that amount by $70 and charges clients $95. CGMI’s portion of these fees is intended to compensate CGMI for its role in providing the processing, administrative and oversight services and frequently constitutes a majority (or all) of CGMI’s charge to the client for the service. Revenue from these services is not shared with registered representatives. The standard fee schedule for account services is posted at https://www.citi.com/investorinfo/. CGMI reserves the right to reduce or waive such fees in its sole discretion. When a client invests in an ETF and/or mutual fund through the Program account, the client will pay his or her pro rata share of the ETF’s and/or mutual fund’s investment advisory fees and other expenses. These fees and expenses are payable to the ETF’s and/or mutual fund’s manager and other service 14  providers (which service providers may be affiliated with CGMI). Fees and expenses charged by ETFs and mutual funds are in addition to the asset-based fee charged in the Program. Clients may purchase shares of the ETFs and/or mutual funds used in the Program through one or more other broker-dealers without enrolling in the Program. Clients who invest in ETFs and/or mutual funds other than through the Program will not pay the asset-based Program fee in respect of such investments. Furthermore, CGMI or one of its affiliates may effect portfolio transactions for certain of the ETFs and/or mutual funds and other financial instruments (including money market mutual funds) in which clients invest and compensation paid to CGMI or such affiliate in connection with such transactions will be in addition to the asset-based fee charged through the Program. With respect to mutual funds included in the Models, clients in the Program will hold “Institutional” class shares that generally do not include certain fees and expenses associated with “retail” share classes, such as 12b-1 distribution fees. In the event the Program Agreement is terminated by either party prior to the end of a billing period, a pro-rata fee will be charged. Generally, interest will be charged to a client’s account should the account have a debit balance as a result of the client’s activity. The “net equity” value of assets, calculated as total assets less debit balance, will be used for the purpose of calculating the asset-based fees payable in connection with the Program. When Clearing Firm has custody of the client’s assets, it credits interest and dividends to the account. Fee minimums and account minimums applicable to each Program may vary depending upon the client account inception date. D. Incentives From time to time, CGMI offers certain incentives for select clients or prospective clients to enroll in the Program. Such incentives include but are not limited to discounts, annual asset-based fee waiver(s) (limited, partial, or other), cash bonus payments, or other offers (“Incentive”). Incentives can be offered to limited groups of clients or prospective clients who CGMI determines, in its sole discretion, meet specific conditions of an offered Incentive. For example, Incentive conditions could include but not be limited to opening a new or specific account type with required funding, completing a financial plan with CGMI, responding to surveys, verified locations or residence, or continuous account maintenance for a specified time. Clients or prospective clients will not be offered or receive an Incentive to enroll in the Program unless CGMI expressly and directly offers the Incentive to the client or prospective client and CGMI determines, in its sole discretion, that the client or prospective client has met all the conditions of an offered Incentive. The specific terms of an Incentive will be described in the offer. Item 5. Account Requirements and Types of Clients The minimum initial and ongoing account balance for CWB is $5,000 for the Index Models and $10,000 for the Active Models and Sustainable Models. The minimum initial and ongoing account balance for CWB Plus is $25,000 for all Models. These minimums may be reduced, increased or waived in CGMI’s sole discretion. CGMI is authorized to freeze accounts under certain circumstances, including in connection with regulatory requirements and other special circumstances. Under appropriate circumstances, fees may continue to be charged on the frozen accounts. CGMI reserves the right to terminate the client’s Program Agreement upon notice to the client. 15  Item 6. Strategy Selection and Evaluation A. Evaluation in Advisory Programs CGMI and the Model Provider use three primary methods – CitiFocus, Due Diligence Approved and the C-RAM (see below for descriptions of each process) – to evaluate the investment strategies on which the Models offered in the Program are based. In general, CitiFocus and the C-RAM entail a more rigorous and thorough evaluation of a strategy than Due Diligence Approved. The C-RAM is used with all Models. CitiFocus Under the CitiFocus standard, CGMI evaluates various qualitative and quantitative factors for each investment product offered through one of its advisory programs (each, a “Program Investment Product”), including, without limitation, biographies of key investment personnel, the investment philosophy, investment process, the Form ADV applicable to the Program Investment Product’s sponsor and/or investment manager, past performance information and marketing literature. CGMI personnel will also interview the sponsor and/or investment manager and its key personnel and examine its investment process. Program Investment Products that are approved under the CitiFocus standard are then included on the “CitiFocus List” for Programs. ESG mutual funds must satisfy minimum criteria based on, among other things, the various qualitative and quantitative factors evaluated under the CitiFocus standard, the investment manager’s responses to a sustainability related survey or supplemental research conducted by CGMI. CGMI periodically reviews whether a Program Investment Product continues to meet the criteria for the CitiFocus standard. In conducting these reviews, CGMI considers a broad range of qualitative and quantitative factors including investment performance, staffing, operational issues and financial condition. Among other things, CGMI personnel interview each sponsor and/or investment manager periodically to discuss these matters. CGMI tends to emphasize quantitative analysis with respect to Program Investment Products with which CGMI has previously conducted personal interviews. In addition, in certain instances CGMI will review the collective performance of a composite of the CGMI accounts being sponsored or managed by a sponsor and/or investment manager, compare that information to the overall performance data provided by such sponsor and/or investment manager, and then investigate any material deviations. Due Diligence Approved Under the Due Diligence Approved standard, CGMI reviews Program Investment Products based on various qualitative and quantitative factors. Key evaluation criteria include, but are not limited to, assets under management, length of performance track record, portfolio management team experience, and performance relative to an appropriate benchmark or peer group. Certain products that do not meet these criteria may be approved subject to alternative procedures. 16  Program Investment Products that meet the Due Diligence Approved standard are reviewed periodically by CGMI to evaluate whether they continue to meet this standard. Committee for the Review and Approval of Managers (“C-RAM”) The C-RAM selects the investment managers and investment funds for the Models. The investment managers and funds selected for the Models are unaffiliated with CGMI. The C-RAM has developed various criteria that are used to screen unaffiliated portfolio managers and investment funds. These criteria are subject to change from time to time. Investment managers and funds that meet the C-RAM standards are reviewed periodically by the C-RAM to evaluate whether they continue to meet the C- RAM standards. Investment products that are on the CitiFocus List (but not the Due Diligence Approved list?) are automatically approved by the C-RAM for inclusion in its approved list for the Models. In addition, an investment product that meets the CitiFocus standard may be used in the Models even though the investment product is not on the CitiFocus List. As described below, CIM applies additional minimum criteria in the case of the Models that integrate ESG criteria. Evaluation of ETFs ETFs in all Models are evaluated in accordance with CGMI’s due diligence procedures, which key evaluation criteria for ETFs includes, but is not limited to, market value of the ETF, liquidity, presence of leverage, the ETF sponsor’s total assets under management, and the sponsor’s length of experience in managing ETFs. Certain ETFs that do not meet these criteria may be approved subject to alternative procedures. In general, ETFs that either meet CGMI’s due diligence criteria or that do not meet the criteria but have been individually approved according to the alternative procedures are permitted to be included in the Program described herein. Sustainable Models and ESG Screening ETFs used in the Sustainable Models must satisfy additional minimum criteria based on, among other things, the investment manager’s responses to a sustainability related survey or supplemental research conducted by CGMI. The managers of the ETFs selected by CIM use varying ESG screening methodologies and the ESG factors considered are not standardized among managers. CIM may select an ETF for an ESG Model based on the ESG factor or factors described in the manager’s survey responses, including with regard to a particular investment or investments held by an ETF. Funds included in other models may use sustainability as a factor in investment selection but this does not form the basis of CIM’s investment decisions for these models. Model Performance CGMI does not use any industry standards, such as global investment performance standards (commonly referred to as “GIPS”), to calculate performance of the Models. 17  B. Risk Factors This brochure does not include every potential risk associated with the Program, or all of the risks applicable to a particular investment portfolio. Rather, it is a general description of certain risks inherent in the Program. B.1. Investment-Related Risks General Risks Associated with Investments Investing in securities and other financial instruments involves risk of loss that clients should be prepared to bear, including potential loss of the entire investment, including the principal. The investment performance and success of any particular investment cannot be predicted or guaranteed. Potential risks that affect the value of client accounts include, among others, losses caused by adverse market conditions, market volatility, limited liquidity, currency fluctuations, political risks, and other market action. Past performance of investments is not indicative of future performance. Risks Related to ESG Investing An ESG investment strategy is limited in the types and number of investment opportunities available and, as a result, an ESG investment strategy may underperform other investment strategies that do not have an ESG focus. An ESG investment strategy may invest in securities or industry sectors that underperform the market as a whole or underperform other funds screened for ESG standards. Frameworks for ESG investing vary among investment advisers and funds, as the definition of each factor is subjective. Therefore, the companies selected by an index provider or investment adviser as demonstrating ESG characteristics may not be the same companies selected by other index providers or investment advisers that use similar ESG screens. Further, an index provider or investment adviser may select companies based on a particular ESG factor or factors rather than a holistic assessment of a company’s ESG characteristics. In addition, companies selected by an index provider or investment adviser may not exhibit the ESG characteristics the index provider or investment adviser seeks to identify. Certain products included in the Programs may consider sustainability or ESG factors in their portfolio management decisions, even if they are not identified as ESG products on Citi’s due diligence approved lists. Unless specified otherwise, any recommendation by us is not based on sustainability or ESG considerations. Risks Related to Investments in Money Market Mutual Funds As described above, cash balances in a client’s account will be automatically swept into an eligible money market mutual fund. An investment in a money market mutual fund is neither insured nor guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. A money market mutual fund seeks income by investing in short-term debt securities. Money market mutual funds may have a floating net asset value or may seek to maintain a constant net asset value of $1 per share. For all money market mutual funds, including those that seek to preserve the value of an 18  investment therein at $1 per share, it is possible to lose money. Furthermore, certain money market mutual funds subject investors to restrictions on the ability to redeem an investment in times of market stress, by imposing liquidity fees and/or temporary bans on redemptions. If the liquidity fees or bans on redemptions are triggered, then clients could be prevented from withdrawing some or all of their cash for investment purposes or for other liquidity needs. In addition, if money market mutual funds are forced to cease operations and their holdings must be liquidated or distributed in kind to the fund’s shareholders, then clients could be prevented or delayed from accessing their cash. Asset Allocation Risk The performance of asset allocation portfolios depends on CGMI’s ability to make allocations and investment decisions that achieve a portfolio’s investment objective. There is a risk that CGMI’s evaluations and assumptions used in making such allocations may not achieve the objective, and that a portfolio may underperform its benchmark or other portfolios with similar investment objectives. B.2. Other Risks Global and Regional Events Risks Global and regional events such as war, terrorist attacks, political unrest, climate change, natural disasters, public health crises, and pandemics may cause substantial losses by, among other things: causing disruptions in global economic conditions; decreasing investor confidence; disrupting financial markets and the ability to conduct business activities; causing loss or displacement of employees; triggering large-scale technology failures or delays; and requiring substantial capital expenditures and operating expenses to remediate damage and restore operations. Inflation in the U.S. could continue or reaccelerate in the near-to medium-term. Further, heightened competition for workers, supply chain issues and rising energy and commodity prices have contributed to increasing wages and other inputs. Higher inflation and rising costs present material uncertainty with respect to investment performance. For example, ongoing armed conflicts between Russia and Ukraine in Europe and among Israel, Iran, Hamas and other militant groups in the Middle East have caused and could continue to cause significant market disruptions and volatility, and therefore could materially adversely affect investment performance. In addition, sanctions, export controls, tariffs, trade wars and other governmental actions and impacts on the markets for certain commodities, such as oil and natural gas, present material uncertainty and risk and could have a material adverse effect on issuers of securities and their respective businesses, financial conditions, cash flows and results of operations and may cause the market value of such issuers to decline materially. Financial Services Industry Risks National and regional banks, financial institutions and other participants in the U.S. and global capital markets are closely interrelated as a result of credit, trading, clearing, technology and other relationships. A significant adverse development (such as a bank run, insolvency, bankruptcy or default) with one or more national or regional banks, financial institutions or other participants in the financial or capital markets may spread to others and lead to significant concentrated or market- wide problems (such as 19  defaults, liquidity problems, impairment charges, additional bank runs and/or losses) for other participants in these markets. Future developments, including actions taken by the U.S. Department of the Treasury, FDIC, Federal Reserve Board, and systemic risk in the U.S. and global banking sectors and broader economies in general, are difficult to assess and quantify, and the form and magnitude of such developments or other actions of the U.S. Department of the Treasury, FDIC and Federal Reserve Board may remain unknown for significant periods of time and could have an adverse effect on investments. Artificial Intelligence (“AI”) and Machine Learning Recent technological advances in artificial intelligence and machine learning technologies (collectively, “AI Technologies”), as well as the rapid growth and widespread use thereof, have the potential to pose risks to portfolio investments. AI Technologies have the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which our clients invest, and any such changes could have an adverse impact on the value of individual companies and the performance of client accounts more broadly. Cybersecurity Risks CGMI, its affiliates, service providers, and other market participants increasingly depend on complex information technology and communications systems to conduct business functions. They rely on computer programs to evaluate certain securities and other investments, to monitor their portfolios, to trade, clear and settle securities transactions, and to generate asset, risk management and other reports that are utilized in the oversight of their activities, among other things. In addition, certain of their operations interface with or depend on systems operated by third parties and they will not always be in a position to verify the risks or reliability of such third-party systems. These systems are susceptible to operational, informational security, and related risks that could adversely affect CGMI and the clients. Cyber incidents can result from deliberate or unintentional events and may arise from external or internal sources. Like other financial services firms, CGMI experiences malicious cyber activity directed at its computer systems, software, networks and its users on a daily basis. This malicious activity includes attempts at unauthorized access, implantation of computer viruses or malware, and denial-of-service attacks. CGMI also experiences large volumes of phishing and other forms of social engineering attempted for the purpose of perpetrating fraud against CGMI, its associates, or its clients. Attacks also may be carried out by causing denial-of-service attacks on websites (making network services unavailable to intended users). Cyber incidents could cause disruptions and affect business operations, potentially resulting in financial losses, the inability to transact business or trade (including failure of trade settlements, inaccurate recording or processing of trades, inaccurate client records, inability to monitor investments and risks), destruction to equipment and systems, loss or theft of investor data, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation or liability costs, or additional compliance costs. Similar adverse consequences could result from cyber incidents affecting the investments in which the Programs invest, including those affecting other investment managers, issuers of securities and other interests, brokers, dealers, exchanges, and other financial institutions and market operators. The increased use of mobile and cloud technologies, including as a result of the shift to work-from- home arrangements has heightened these and other operational risks, and any failure by CGMI’s mobile or cloud technology service providers to adequately safeguard the systems CGMI uses and prevent or 20  in quickly detect and remediate cyberattacks could disrupt CGMI’s operations and result misappropriation, corruption or loss of confidential or propriety information. Note that the SEC adopted changes to Regulation S-P, which took effect on December 3, 2025. Regulation S-P establishes data privacy requirements for SEC-registered investment advisers, broker- dealers, and investment companies, including the obligation to adopt written policies and procedures dressing administrative, technical, and physical safeguards for the protection of client records and information. The amendments to Regulation S-P require covered entities to adopt an incident response program that governs their response to any unauthorized access of client information and which must include certain breach notification procedures with respect to affected individuals. While CGMI will endeavor to comply with all such requirements, there is a risk that we will be unable to prevent breaches and other unauthorized access to our systems and personal client information. Business Continuity Risk CGMI has business continuity plans that provide for continuity of critical operations and other activities during a variety of disruptions. They include client support responses such as conducting operations from alternate sites in different locations, if necessary, operating across multiple power grids or operating with self-generating facilities while maintaining the firm’s presence in the marketplace and servicing client accounts. Although these plans are designed to limit the impact on clients from such business interruptions, unforeseen circumstances may create situations where CGMI is unable to fully recover from a significant business interruption. CGMI believes its planning and implementation process reduces the risk in this area. C. Additional Information No Review of Fund Performance Information Neither CGMI, its affiliates nor any third-party reviews ETF or mutual fund performance information to determine or verify its accuracy or its compliance with industry standards. Voting Client Securities Each client shall retain exclusive responsibility for voting proxies related to investments held in its account. To the extent that CGMI receives any proxies and proxy soliciting and related materials, including interim reports, annual reports and other issuer mailings, CGMI will promptly send such materials to the client, and the client will have exclusive responsibility for taking any actions in relation thereto. Item 7. Client Information Provided to Portfolio Managers CGMI will utilize a client’s completed Questionnaire and other client information for the purpose of facilitating CGMI’s provision of investment advice through the Program. The services offered by CGMI through this Program are entirely automated, and no individual portfolio manager makes investment decisions for individual client accounts through this Program. Through the Program’s online access, clients can review and adjust their information, choices and objectives. 21  Item 8. Client Contact with Portfolio Managers Clients generally will not be provided an opportunity to discuss their accounts with CIM. CWB Plus clients may contact a Wealth Solutions Advisor to update the information in their Questionnaire and Application. Item 9. Additional Information A.1. Disciplinary Information Below are summaries of certain legal and disciplinary events that may be material to clients and prospective clients. Additional information about legal and disciplinary events is available in Item 11 of our Form ADV, Part 1A, available at www.adviserinfo.sec.gov. SEC Claims Related to CitiFX Alpha Sold to MSSB Clients On January 24, 2017, CGMI entered into a settlement with the SEC related to a foreign exchange trading program known as “CitiFX Alpha,” which was sold to certain brokerage customers and advisory clients of Morgan Stanley Smith Barney LLC (“MSSB”) during 2010 and 2011. At the time, CGMI held a 49% ownership interest in MSSB. The SEC alleged that CGMI omitted material information from investor presentations, including failure to disclose that a substantially higher leverage could be used than was disclosed and that mark-ups on trades would be charged, that caused the investors to suffer significant losses. Without admitting or denying the findings, CGMI agreed to cease and desist from violating Section 17(a)(2) of the Securities Act and pay disgorgement of $624,458.27, prejudgment interest of $89,277.34, and a civil money penalty of $2,250,000.00. TRAK Fund Solution Settlements CGMI settled two matters relating to overcharges in certain advisory client accounts. The overcharges related primarily to the TRAK Fund Solution program, which CGMI offered between 1991 and 2011. the extent not already implemented. Copies of On January 26, 2017, the SEC issued an Order finding that CGMI violated various provisions of the Investment Advisers Act of 1940 by overcharging or causing to be overcharged approximately 60,000 advisory client accounts in the amount of $18 million and by failing to keep proper books and records with respect to maintenance of client contracts. Those overcharges had, at the time of the Order, been reimbursed with interest, to the extent they could be identified. Pursuant to the Order, CGMI agreed to pay disgorgement and pre-judgment interest in the amount of $4,000,000, pay a civil money penalty in the amount of $14,300,000 and undertake certain reporting obligations to the SEC and remedial actions to the Order can be obtained at www.sec.gov/litigation/admin/2017/34-79882.pdf or from your CGMI representative. On January 12, 2017, the New York Attorney General’s Office (“NYAG”) and CGMI entered into a settlement in which the NYAG found that CGMI had violated the Martin Act and Executive Law § 63(12) by overcharging certain advisory client accounts. CGMI agreed to pay a monetary penalty in the amount of $1,000,000 and undertake certain reporting obligations to the NYAG. 22  FINRA Claims Related to Research Ratings On December 28, 2017, CGMI entered into a settlement with FINRA. As part of that settlement, FINRA alleged that for a period of time, CGMI displayed (both internally and externally) inaccurate research ratings for certain equity securities. FINRA alleged that this inaccuracy, which resulted from errors in the electronic feed of ratings data that the firm provided to its clearing firm, caused CGMI to display the wrong rating for some covered securities (e.g., “buy” instead of “sell”), display ratings for other securities that CGMI was not actively covering at the time, and not display ratings for securities that CGMI, in fact, rated. FINRA also alleged that CGMI failed to establish and maintain a supervisory system and written supervisory procedures designed to ensure the accurate and complete dissemination of research ratings. Without admitting or denying the allegations, CGMI consented to a censure, a fine of $5.5 million, and an undertaking to pay compensation of at least $6 million to customers who were solicited to purchase or sell securities affected by the ratings display issues. A.2. Other Financial Industry Activities and Affiliations Registrations CGMI is registered as an investment adviser, broker-dealer and security-based swap dealer with the SEC, and is registered as a futures commission merchant, commodity trading advisor and a swap dealer with the U.S. Commodity Futures Trading Commission (“CFTC”). Affiliates of CGMI are registered as investment advisers and broker-dealers with the SEC, as well as with the CFTC as commodity pool operators and/or commodity trading advisors. CGMI is a member of all principal securities and commodities exchanges in the United States and the Financial Industry Regulatory Authority (“FINRA”). In addition, CGMI holds memberships or associate memberships on several principal foreign securities and commodities exchanges. Material Relationships or Arrangements With Certain Related Persons. CGMI acts as a broker (i.e., agent) and as a dealer (i.e., principal) for corporate, institutional, governmental and private clients in the purchase and sale of a wide variety of securities and other investment products, including. equity and debt securities traded on exchanges or in the over-the- counter market, mutual funds, money market instruments, government securities, high-yield bonds, municipal securities, financial futures contracts, and options. CGMI and its affiliates also act in a partnership capacity in a number of limited partnerships in which its clients may invest. As a futures commission merchant and swap dealer, CGMI also provides advice on commodities and commodity related products and deals in swaps and other derivative instruments. Below is a description of such relationships and some of the conflicts of interest that arise from them. CGMI has adopted policies and procedures reasonably designed to appropriately prevent, limit or mitigate conflicts of interest that may arise between CGMI and its affiliates. See also Item 9.B.1- “Code of Ethics, Participation or Interest in Client Transactions and Personal Trades” for additional information on conflicts of interest and related policies and procedures of CGMI. CGMI provides a wide range of research services to its clients, including reports, analyses, charts, and graphs relating to various facets of the investment spectrum in equity and fixed income products. Research services generally are provided to clients on the assumption that the services will generate commission or other business for CGMI. However, certain research services are provided for a fixed 23  fee and/or, in the case of firms that may re-sell such services, in exchange for royalties. Such so-called “hard-dollar” fees are generally negotiable. Through its divisions, CGMI offers a wide variety of investment advisory services and investment advisory programs. CGMI’s investment advisory services are available to individuals, multi-family offices, corporations, trusts, endowments, foundations, charitable organizations, pension and profit sharing plans, other businesses, and governmental entities. The investment adviser affiliates of CGMI include, among others: Citibank (Switzerland) A.G.; Citibank Canada Investment Funds Limited; Citigroup Alternative Investments LLC; Citigroup Global Markets Asia Limited, Citigroup First Investment Management Limited; and Citibank Europe PLC. Additional information about CGMI’s affiliates is disclosed in response to Item 7.A of CGMI’s Form ADV, Part 1A, available at www.adviserinfo.sec.gov. Citigroup Life Agency LLC (“CLA”) is an affiliate of CGMI, through which CGMI representatives can function as insurance representatives to sell various insurance products. In California, CLA does business as Citigroup Life Insurance Agency, LLC (License Number 0G56746). CGMI and its affiliates provide a variety of services for various clients, including issuers of securities that CGMI may recommend for purchase or sale by clients. CGMI performs a wide range of investment banking and other services for various clients, and CGMI client holdings will include the securities of issuers for whom CGMI performs investment banking and other services. For example, CGMI client holdings include ETFs where CGMI or its affiliates provide services as administrator, trustee and custodian. CGMI client holdings may also include securities in which CGMI makes a market or in which CGMI, its officers or employees have positions. CGMI and its affiliates receive compensation and fees in connection with the provision of the foregoing services. As part of an overall internal compliance program, CGMI has adopted policies and procedures imposing certain conditions and restrictions on transactions for CGMI’s own account or the accounts of its employees. Such policies and procedures are designed to prevent, among other things, any improper or abusive conduct when conflicts of interest may exist for a customer or client. CGMI affiliates act as an administrator for a wide range of open-end and closed-end investment companies registered under the Investment Company Act of 1940, as amended. CGMI affiliates serve as administrator, trustee and custodian to ETFs and mutual funds. B.1. Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading Employee Personal Trading and Fiduciary Code of Ethics Employees and certain other persons who perform services that support the investment advisory business of CGMI are bound by the Personal Trading and Investment Policy (“PTIP Policy”) and the Fiduciary Code of Ethics (“Code of Ethics”). The Code of Ethics is designed to comply with applicable regulatory requirements including Rule 204A-1. Both the PTIP Policy and the Code of Ethics govern the trading of employees who support the investment advisory business of CGMI and the family members’ or related persons’ accounts over which the employee has investment discretion. 24  Certain representatives within CGMI are considered covered persons under the PTIP Policy. The PTIP Policy governs the manner in which covered persons’ trading account information is made available to the firm’s compliance department and defines instances where pre-clearance or supervisory pre- approval is required. Covered persons are subject to a number of restrictions including: 1) prohibition on conduct of personal trades in securities for which they are in possession of material, non-public information; 2) prohibition on securities noted on the firm’s restricted list; and 3) prohibition on trading in securities where new and material research has been published. Other restrictions exist with respect to “new issue”/public offerings and trading of Citigroup shares. Covered persons are further prohibited from engaging in market timing strategies with respect to mutual fund transactions in covered accounts. Certain managerial staff are responsible for reviewing all personal trading activity of their covered employees for indications of improper trading activity and insider trading. When CGMI personnel purchase or sell certain securities for their own accounts on the same day that transactions in these securities are effected for client accounts, the price paid or realized by advisory personnel generally may not be more advantageous than the price at which the client transactions are effected. If orders by CGMI personnel are part of a batched client order and the entire block of securities is then not executed on the same day, no part of the order executed is permitted to be allocated to any advisory personnel. The Code of Ethics describes the standards of business conduct for CGMI’s investment advisory business, including the fiduciary obligations owed to clients and the obligation to comply with applicable laws. The Code of Ethics incorporates and is supplemented by other Citi policies and procedures, including policies and procedures designed to protect the flow of material non-public information and the confidentiality of client information and those imposing personal trading and investment restrictions, maintenance of personal securities trading accounts at CGMI, and reporting of personal securities holdings and transactions. The purposes of the Code of Ethics and the related policies and procedures include minimizing conflicts of interest between employees and investment advisory clients and assuring compliance with applicable laws and regulations. Each person covered under the Code of Ethics receives a copy of the Code of Ethics upon being designated as a covered person and annually thereafter. They must sign an attestation that indicates that they have read and understand such Code of Ethics. In conjunction with this attestation, all covered persons are required to report any violation or potential violation of which they might become aware. A copy of CGMI’s Code of Ethics will be provided to any client or prospective client who mails a written request to: Citigroup Global Markets Inc. 388 Greenwich Street, 29th Floor New York, NY 10013 Attention: Robert Cole, Managing Director, Global Head of Wealth Independent Compliance Risk Management 25  Participation and Interest in Client Transactions CGMI and its affiliates could recommend securities in which they directly or indirectly have a financial interest and can also buy and sell securities that are recommended to clients for purchase and sale. They also provide advice and take action in the performance of their duties to clients which differs from advice given, or the timing and nature of action taken, for other clients’ accounts. Moreover, CGMI or any of its affiliates advise or take action for itself or themselves differently than for clients. In addition, CGMI, its affiliates, and their employees, including CGMI financial advisors, invest in the Program. From time to time, CGMI imposes restrictions to address the potential for self-dealing by CGMI and conflicts of interest that may arise in connection with CGMI’s broker-dealer and investment banking businesses. CGMI has adopted various procedures to guard against insider trading that include an “Information Barrier” procedure, pursuant to which information known within one area of CGMI (e.g., investment banking) is not permitted to be distributed to other areas (e.g., investment advisory), and use of a restricted list and various other monitoring lists. These investment banking or other activities may from time to time compel CGMI or its affiliates to forgo trading in the securities of companies with which these relationships exist. This can adversely impact the investment performance of a client’s account. Principal Transactions CGMI generally does not act as principal in executing trades in connection with the Program. Clients should be aware that in some cases it may be disadvantageous not to trade on a principal basis with CGMI to the extent that CGMI otherwise would provide a price more favorable than the price available from an unaffiliated dealer or have inventory for sale not available through an unaffiliated dealer. Agency Cross Transactions Agency cross transactions (i.e., transactions in which CGMI acts as broker for the parties on both sides of the transaction) may be effected for customer accounts to the extent permitted by law. CGMI may receive compensation from parties on both sides of such transactions (the amount of which may vary) and in that case, CGMI will have a conflicting division of loyalties and responsibilities. Any compensation CGMI receives in connection with agency cross transactions will be in addition to the asset-based fee that the client pays CGMI for its participation in the Program. In the Program Agreement, clients consent to and authorize CGMI to engage in agency-cross transactions for the client’s account, except where prohibited by law. Client consent to agency cross transactions may be revoked at any time by written notice to CGMI. B.2. Review of Accounts Accounts are generally monitored on an on-going basis by CGMI and are subject to supervision (either by the branch or a supervisory principal). CGMI’s review of accounts includes a review of each purchase or sale, as well as monthly position reports. 26  B.3. Client Referrals and Other Compensation CGMI Receives Additional Compensation from the Investment Managers It Recommends Effective January 1, 2026, CGMI receives revenue sharing payments from sponsors/managers of investment products (such as mutual funds and ETFs) or their affiliates for administrative, product or marketing support and other services CGMI provides for their products. These payments are based on aggregate client holdings in Program accounts in a particular investment product or strategy. CGMI does not receive revenue sharing payments on retirement assets within Program accounts. The types and amounts of these payments can vary significantly depending on the product, manager, size of the investment and account type. Revenue sharing payments are paid from the investment manager’s or its affiliate’s own assets, not from the investment products themselves, and are not an additional charge to clients. CGMI receives revenue sharing payments up to a maximum per manager of (1) 0.12% per year ($12 per $10,000) on aggregate client holdings attributable to mutual funds, subject to a minimum charge of $50,000, or (2) up to 20% per year of the management fee on aggregate client holdings attributable to (a) mutual funds and ETFs, subject to a minimum charge of $50,000 and excluding Program Accounts with retirement assets. CGMI has a financial incentive to recommend or invest client assets, or otherwise promote the products and strategies of investment managers that pay CGMI revenue sharing, especially those sponsors who pay CGMI more. These financial incentives create a conflict of interest, which, as further described below, CGMI takes steps to mitigate. Investment managers vary in their approach to revenue sharing, and some investment managers do not pay CGMI at the levels listed above. This creates a conflict of interest whereby CGMI has an incentive to recommend products and strategies from managers that pay revenue sharing over managers that do not pay revenue sharing, as well as to recommend products and strategies from managers that pay CGMI more than other investment managers. CGMI has taken steps to mitigate the conflicts of interest associated with recommendations regarding certain account types and revenue sharing arrangements. For example, investment managers that participate in revenue sharing are subject to the same oversight and monitoring standards that apply to all third-party investment managers. Payment of revenue sharing by investment managers does not entitle their products to exclusive or preferential treatment, or inclusion on any due diligence approved list, nor does it provide for any preferential consideration by CGMI or CGMI financial advisors in investment recommendations made to CGMI’s clients. In addition, CGMI financial advisors do not receive revenue sharing payments. These steps mitigate, but do not eliminate, the conflicts of interest described above. “Mutual Funds and ETFs: Compensation and Revenue Sharing” Additional information about CGMI’s revenue sharing arrangements is available online in a guide titled at: http://www.citi.com/investorinfo. Compensation from Funds Clients invested in mutual funds in the Program will acquire “Institutional” class shares of such funds that do not pay many of the fees and expenses typically associated with “retail” share classes. In the event an institutional share class is not available, CGMI or its affiliates may receive any payments made from shares held in a Program account in the form of 12b-1 distribution or shareholder servicing fees, 27  administrative fees, or transfer agency fees. CGMI will credit the client’s account in the amount of any compensation CGMI or its affiliates receive from participating mutual funds as soon as possible after receipt. Any compensation credited to a client’s account, including retirement accounts, will be treated as additional income and reported as such. Where Citibank, as the custodian of a client’s mutual fund investments held outside of a Program, or CGMI, acting as broker, receives shareholder service fees, recordkeeping services fees, sub-transfer agency or similar fees from participating mutual funds, Citibank/CGMI will retain such fees. Where Clearing Firm receives shareholder service fees, recordkeeping services fees, sub- transfer agency or similar fees from participating mutual funds, Clearing Firm will retain such fees. These expenses will adversely affect investment performance. CGMI and Affiliates Maintain Business Relationships with Companies that Are Selected or Recommended for Client’s Portfolio CGMI provides bids and offers and may act as principal market maker in connection with transactions in the same securities that may appear in a client’s portfolio. Also, CGMI client portfolios may include securities in which CGMI, its officers or employees have positions. CGMI is a regular issuer of traded financial instruments linked to securities that may be purchased. CGMI may hold a trading position (long or short) in the shares of the securities in a client’s portfolio or in the shares of companies subject to its research. Furthermore, employees and officers of Citigroup and its affiliates have family and other relationships with individuals or entities that CGMI and its affiliates engage in transactions with, including relationships with individuals employed by the sponsors of funds we include on our platform. Such relationships present conflicts of interest for CGMI and its affiliates. CGMI mitigates these conflicts by requiring materially conflicted individuals to recuse themselves from the approval of such funds and transactions. As noted above, CGMI uses several methods to evaluate whether an unaffiliated investment manager or investment product should participate (or should continue to participate) in the Programs. See Item 6 – “Evaluation in Advisory Programs”. CGMI and its affiliates provide a variety of services for various clients, including issuers of securities that CGMI may recommend for purchase or sale by clients. CGMI performs a wide range of investment banking and other services for various clients, and it is likely that CGMI client holdings will include the securities of issuers (and funds managed by such issuers and their affiliates) for which CGMI performs investment banking and other services. For example, CGMI client holdings include ETFs for which CGMI’s affiliate provides services as administrator, trustee and custodian. CGMI and its affiliates receive compensation and fees in connection with the provision of the foregoing services. CGMI affiliates may also provide investment banking and other services to the managers of funds that it recommends in the Program. As part of an overall internal compliance program, CGMI has adopted policies and procedures imposing certain conditions and restrictions on transactions for CGMI’s own account or the accounts of its employees. CGMI also apply stringent due diligence procedures for the approval and retention of funds used in Program Models to ensure selection is made in the interest of our clients, and not influenced by CGMI’s relationships. Such policies and procedures are designed to prevent, among other things, any improper or abusive conduct when conflicts of interest may exist with a customer or client. CGMI can use client lists when soliciting new clients provided that the existing clients included on 28  such lists have not expressly requested confidentiality, whether in a contract or by written or oral request. B.4. Financial Information CGMI is not aware of any financial condition that is reasonably likely to impair its ability meet its contractual commitments to clients, nor has CGMI been the subject of a bankruptcy petition at any time during the past ten years. B.5. Other Information CGMI has adopted an error policy aimed at ensuring prompt and proper detection, reporting and correction of errors involving the accounts of CGMI clients. A trade error is deemed to have occurred when CGMI has: (i) purchased or sold an incorrect financial instrument in a client account; (ii) purchased or sold an incorrect amount of a financial instrument in a client account; (iii) purchased or sold an unauthorized or client restricted security in a client account; (iv) not entered an order for a client account that should have been entered; (v) entered an order for a client account more than once when it should have been entered once (duplicate trade); (vi) misallocated a trade in one or multiple client accounts; or (vii) made an operational mistake that requires market action to correct. The requirements of the error policy apply to the extent that CGMI and/or its affiliates have control of resolving errors for client accounts. To correct a trading error, CGMI generally effects a trade with a client using an error account in order to place the client in the position the client would have been in if the error had not occurred. CGMI receive no additional compensation and no other benefits from such trade. Gains from trading errors corrected after settlement date are not retained by CGMI and are credited to the client’s account at no expense to the client. Losses arising from pre-or post-settlement error corrections are closed out at no expense to the client. Losses arising from post-settlement error corrections in retirement accounts are credited to the client’s account with interest at the federal tax penalty rate. If a particular security is erroneously purchased for a client account and the error is discovered prior to settlement of the transaction, then the erroneously purchased security may be transferred to a separate CGMI error account at no cost to the client. Gains from trading errors that are corrected prior to settlement date are credited against losses resulting from errors on a quarterly basis. At the end of each quarter, net gains, if any, from trading errors that are corrected prior to settlement are remitted as a donation to a charity. 29 

Item 1. Cover Page March 25, 2026 388 Greenwich Street New York, NY 10013 Citi Private Bank, Citi Global Wealth at Work (210) 677-3781 or (800) 870-1073 (toll-free in the U.S.) www.privatebank.citibank.com (Citi Private Bank and Citi Global Wealth at Work clients) Citi Personal Wealth Management (210) 677-3782 or (800) 846-5200 (toll-free in the U.S.) https://investments.citi.com/pwm (Citi Personal Wealth Management clients) Citigroup Global Markets Inc. Investment Advisory Programs for Clients of Citi Private Bank, Citi Global Wealth at Work, and Citi Personal Wealth Management Form ADV Part 2A (Appendix 1): Firm Brochure This wrap fee brochure provides clients with information about Citigroup Global Markets Inc. (“CGMI”) and the investment management, consulting and monitoring programs and services CGMI offers to clients of Citi Private Bank, Citi Global Wealth at Work, and Citi Personal Wealth Management: • Fiduciary Services Program • Manager Selection Program • Consulting and Evaluation Services Program • Multi-Asset Class Solutions Program o Multi-Asset Class Solutions Discretionary Bespoke o Multi-Asset Class Solutions Umbrella Portfolios o Multi-Asset Class Solutions Citi Active Allocation Portfolios Program • Advisory Portfolios Program o Advisory Portfolios Core o Advisory Portfolios Custom • Citi Advisor Program • Citi Portfolio Manager Program • Model Allocations Portfolios Program • Dynamic Allocation Portfolios – UMA Program This wrap fee brochure provides information about the qualifications and business practices of CGMI. If you have any questions about the contents of this brochure, please contact us at (210) 677-3781 or (800) 870-1073 (toll-free in the U.S.) (Citi Private Bank and Citi Global Wealth at Work) or (210) 677-3782 or (800) 846- 5200 (toll-free in the U.S.) (Citi Personal Wealth Management). The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority.  Additional information about CGMI is also available on the SEC’s website at www.adviserinfo.sec.gov. Where we refer to ourselves as a “registered investment adviser” or “registered”, that registration does not imply a certain level of skill or training. Citi Private Bank and Citi Global Wealth at Work are businesses of Citigroup Inc. (“Citigroup”) that provide their clients access to a broad array of products and services available through bank and non-bank affiliates of Citigroup. Citi Personal Wealth Management is a business of Citigroup that offers investment products and services through Citigroup Global Markets Inc. (“CGMI”), member FINRA and SIPC. Insurance products are offered through Citigroup Life Agency LLC (“CLA”). In California, CLA does business as Citigroup Life Insurance Agency, LLC (License Number 0G56746). Not all products and services are provided by all affiliates or are available at all locations. In the U.S., investment products and services are provided by CGMI, member FINRA and SIPC, and Citi Private Alternatives, LLC (“CPA”), member FINRA and SIPC. CGMI accounts are carried by Pershing LLC, member FINRA, NYSE, SIPC. CPA acts as distributor of certain alternative investment products to clients of Citi Private Bank and Citi Global Wealth at Work. CGMI, CPA, Citibank, N.A. (“Citibank”), and CLA are affiliated companies under the common control of Citigroup. Outside the U.S., investment products and services are provided by other Citigroup affiliates. Investment management services (including portfolio management) are available through CGMI, Citibank and other affiliated advisory businesses. © 2026 Citigroup. Citi, Citi and Arc Design and other marks used herein are service marks of Citigroup or its affiliates, used and registered throughout the world. INVESTMENT AND INSURANCE PRODUCTS: NOT FDIC INSURED • NOT CDIC INSURED • NOT A BANK DEPOSIT • NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY OR ANY GOVERNMENTAL AGENCY OUTSIDE OF THE UNITED STATES • NO BANK GUARANTEE • MAY LOSE VALUE 2  Item 2. Material Changes Since our annual update filed on March 27, 2025, the following changes were made: Citi Personal Investments International Investment accounts of clients of Citi Personal Investments International are now accounts of Citi Personal Wealth Management. Therefore, all references to CPII have been removed from this brochure. Item 4.A.4 Fiduciary Services Program (“FS”), Manager Selection Program (“MSP”), Advisory Portfolios Program, and Dynamic Allocation Portfolios – UMA Program (“DAP”) We updated the description of the strategies available to Citi Personal Wealth Management clients as part of the MSP, FS, and DAP Programs, and to clients in the Advisory Portfolios Program, to note that strategies formerly managed by Citibank, N.A., an affiliate of CGMI, through Citi Investment Management (“CIM”) are now managed by BlackRock Investment Management, LLC and/or Aperio Group, LLC (each, a “BlackRock Manager” and together with their affiliates, “BlackRock”). CGMI recommends and, subject to your consent, appoints a BlackRock Manager to provide the discretionary portfolio management services previously provided by CIM for these strategies (except for discretionary accounts under the DAP program where we do not need client consent for such appointments). Effective January 1, 2026, for the FS, MSP and Advisory Portfolios Programs, and for non- discretionary accounts in the DAP program, CGMI is no longer permitted to change a client’s investment strategy or replace a client’s investment manager without obtaining consent from the client, which may occur through a notice/negative consent process. (Previously, there were limited circumstances where we retained the ability to replace a manager without consent if the client was unreachable.) Third-party investment managers participating in FS, MSP, and DAP may include funds that provide exposure to digital assets in asset allocation models, which pose unique risks. See Item 6 – “Methods of Analysis, Investment Strategies and Risk of Loss – Digital Asset Investment Products Risks.” In addition, the minimum account size for the DAP program has been reduced to $25,000. However, note that investment minimums for specific investment strategies, particularly SMAs, vary at the discretion of the investment manager. Item 4.A.4 Multi-Asset Class Solutions Program (“MACS”) We updated these subsections to consolidate and enhance conflicts of interest disclosures relating to the selection of strategies in these Programs formerly managed by CIM that are now managed by a BlackRock Manager. Going forward, CGMI appoints a BlackRock Manager to provide the discretionary portfolio management services previously provided by CIM for these strategies. In addition, the minimum account size for the MACS Citi Active Allocation program has been reduced to $25,000. However, note that investment minimums for specific investment strategies, particularly SMAs, vary at the discretion of the investment manager. Item 4.A.4 FS, MSP, MACS, and Advisory Portfolios Program When clients invest in BlackRock-managed strategies, clients will pay a separate asset-based fee to CGMI for its services and to the BlackRock Manager for its services (both to be collected by CGMI). Clients should understand that CGMI has financial incentives to recommend that clients approve and retain the BlackRock Managers and use the BlackRock-managed strategies, instead of recommending other third-party managers, which creates a conflict of interest for CGMI. For more information, see “Item 9.B.3 – Client Referrals and Other Compensation.” 3  Clients also should understand that, unlike the negotiable CGMI fee, the fees payable to a third- party manager typically are not negotiable. As a result, when a client invests in a third party managed strategy that costs less than other available comparable strategies, CGMI financial advisers have the opportunity to negotiate a higher fee for the Firm and themselves (sometimes with a lower overall cost to the client). The opportunity to negotiate a higher CGMI management fee creates an incentive to recommend (or, in Programs like MACS where CGMI exercises discretion, to select) a third-party manager that charges a lower fee than other managers offering comparable strategies at a higher cost, as a higher CGMI fee benefits both the financial adviser as well as CGMI. Item 4.A.4 Model Allocations Portfolios Program (“MAP”) Third-party investment managers participating in MAP may include funds that provide exposure to digital assets in asset allocation models, which pose unique risks. See Item 6 – “Methods of Analysis, Investment Strategies and Risk of Loss – Digital Asset Investment Products Risks.” Clients of MAP were notified that effective March 13, 2026, the MAP domestic models would migrate to the DAP program, and that only the offshore models for non-U.S. clients would remain available in MAP. Item 4. Services, Fees & Compensation We updated the standard fee schedule for the CGMI investment advisory programs described in this brochure. CGMI charges an annualized, fixed asset-based fee (“CGMI fee”) of up to 2% that is negotiable based on a number of factors. The new CGMI fee will be applicable to accounts opened on or after July 21, 2025. Fee schedules for accounts established before July 21, 2025 will remain unchanged. Item 4.C. Negotiability of the CGMI Fee In connection with the changes to the investment advisory program fee schedules described above, we added a section regarding the negotiability of the CGMI fee. Item 4.D. Additional Information Regarding Fees and Charges We deleted the subsection titled Linking of Accounts for Fee Billing Purposes. No new Managed Account Fee Billing Groups (“Billing Group”) will be permitted or accepted. Clients that have already established a Billing Group in accordance with the terms of their existing Program Agreement will not be affected except that no new CGMI investment advisory accounts will be eligible to be added to an established Billing Group. Item 6. Portfolio Manager Selection and Due Diligence Evaluation in Advisory Programs The “CitiAccess” due diligence standard has been replaced by the comparable “Due Diligence Approved” standard. Therefore, all references to “CitiAccess” have been removed from this brochure. Item 9.B.3. Client Referrals and Other Compensation Effective January 1, 2026, CGMI expanded its revenue sharing arrangements with sponsors/managers of investment products, including mutual funds ETFs, separately managed accounts and model portfolios, held in Program (as defined herein) accounts. CGMI receives revenue sharing payments up to a maximum per manager of (1) 0.12% per year ($12 per $10,000) on aggregate client holdings attributable to mutual funds, subject to a minimum charge of $50,000, or (2) up to 20% per year of the management fee on aggregate client holdings attributable to (a) mutual funds and ETFs, and (b) separately managed accounts and model portfolios, in each case subject to a minimum charge of $50,000 and excluding Program accounts with retirement assets. These payments create a conflict whereby CGMI has a financial incentive to recommend or invest client assets, or otherwise promote the products and strategies of investment managers that pay revenue sharing over managers that do not pay revenue sharing, as well as to recommend products and strategies from managers that pay 4  CGMI more than other investment managers. As further described herein, CGMI has taken steps to mitigate the conflicts of interest associated with recommendations regarding certain account types and revenue sharing arrangements. Item 9.B.3. Compensation from BlackRock – FS, MSP, MACS, and Advisor Portfolios Clients should understand that CGMI has financial incentives to recommend that clients approve and retain the BlackRock Managers and use the BlackRock-managed strategies instead of other third-party managers/strategies. The commercial terms between Citi Wealth and BlackRock provide that BlackRock will: (i) license the use of certain of its technology platforms to Citi Wealth at no additional cost; and (ii) will make annual payments to Citibank, N.A. New York for a period of five years starting from December 15, 2025. These payments, which are unrelated to the asset-based fees that clients pay to the BlackRock Manager, include two components: (i) payments based on sustaining the aggregate amount of client assets in those strategies formerly managed by CIM and transitioned to BlackRock Managers, and (ii) separate payments based on incremental growth in the value of such assets in each year. These payments provide a financial incentive for CGMI to recommend that clients use the BlackRock Manager strategies. Such additional payments are not shared directly with CGMI financial advisors, which helps mitigate, but does not eliminate, the conflict. In addition, in the event that Citi Wealth terminates its relationship with BlackRock within a certain timeframe, Citi Wealth will forfeit the remaining payments owed to it by BlackRock. The potential for forfeiture of these payments, and losing the technology platform license, provides an incentive for Citi Wealth to avoid terminating the BlackRock Managers as third-party portfolio managers. However, this conflict is mitigated by subjecting BlackRock to the same oversight and monitoring standards regarding investment performance and other factors that apply to all third-party managers. In addition, we have made other changes that we do not consider to be material. Please read the full brochure for additional information regarding the changes described above. Capitalized terms used in this section have the meanings assigned to them in the main body of the brochure. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 5  Item 3. Table of Contents Item 1. Cover Page ....................................................................................................... 1 Item 2. Material Changes ............................................................................................. 3 Item 3. Table of Contents ............................................................................................. 6 Item 4. Services, Fees & Compensation ........................................................................ 7 Introduction ....................................................................................................... 7 A.1. A.2. CGMI’s Advisory Services ................................................................................... 8 A.3. Clearing and Custody Services ............................................................................ 9 A.4. Types of Advisory Services Offered .................................................................. 10 Fiduciary Services Program and Manager Selection Program ............................................... 11 Consulting and Evaluation Services Program ..................................................................... 15 Multi-Asset Class Solutions Program ................................................................................ 17 Advisory Portfolios Program ............................................................................................ 25 Citi Advisor Program ...................................................................................................... 31 Citi Portfolio Manager Program ........................................................................................ 33 Model Allocations Portfolios Program ................................................................................ 36 Dynamic Allocation Portfolios – UMA Program ................................................................... 39 A.5. All Programs ..................................................................................................... 43 Relative Costs of CGMI ..................................................................................... 49 B. Negotiability of the CGMI Fee ........................................................................... 50 C. Additional Information Regarding Fees and Charges ........................................ 51 D. Compensation ................................................................................................... 52 E. Item 5. Account Requirements and Types of Clients ................................................... 55 Item 6. Portfolio Manager Selection and Due Diligence Evaluation in Advisory Programs ................................................................................................................... 56 Item 7. Client Information Provided to Portfolio Managers ........................................ 69 Item 8. Client Contact with Portfolio Managers .......................................................... 69 Item 9. Additional Information ................................................................................... 69 A.1 Disciplinary Information ................................................................................... 69 A.2 Other Financial Industry Activities and Affiliations ........................................... 70 B.1. Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading ....................................................................................................................... 75 B.2. Review of Accounts .......................................................................................... 77 B.3. Client Referrals and Other Compensation ......................................................... 78 B.4. Financial Information ....................................................................................... 84 B.5. Other Information ............................................................................................ 84 6  Item 4. Services, Fees & Compensation A.1. Introduction This brochure provides information about Citigroup Global Markets Inc. (“CGMI”) and the investment advisory services it provides to clients of Citi Private Bank (“CPB”), Citi Global Wealth at Work (“WaW”), and Citi Personal Wealth Management (“CPWM”). Each of CPB, WaW and CPWM is a business unit of Citigroup Inc. (“Citigroup”), and CGMI is a subsidiary of Citigroup. CGMI is registered as an investment adviser and a broker-dealer with the U.S. Securities and Exchange Commission (the “SEC”). Citi Wealth is an integrated wealth platform intended to serve clients across the wealth continuum. Citi Wealth serves ultra-high-net worth individuals and family offices through CPB, captures wealth management in the workplace through WaW, and operates in the affluent and high-net worth segments through CPWM, including through the Citigold® and Citigold Private Client offerings. Citi Wealth also offers an investment solutions platform which allows Citi Wealth to deliver traditional and alternative investments, managed account solutions, research and advice for all Citi clients. Please refer to the In The Know booklets accompanying your account statement for information regarding any changes or revisions to your account(s) with Citi. CGMI provides a variety of services designed to meet the investment advisory and related needs of individual and institutional clients. The investment advisory services described in this brochure are offered through separate advisory programs (“Programs”). Each Program features some or all of the following services: assistance in selecting investment managers; ongoing evaluation and review of investment managers; ongoing evaluation and review of certain mutual funds and exchange traded funds; evaluation and review of the composition of selected portfolios; discretionary portfolio management; custody; execution; implementation services; and reports of activity in a client’s account. In certain Programs, clients’ assets are managed by CGMI or one of its affiliates. In other Programs, clients’ assets are managed by third party investment managers. Information about each third party investment manager that participates in the Programs is contained in separate brochures that are either provided to the client or available upon request. Clients should read and consider carefully the information contained in this brochure and in the brochures of any relevant third party investment managers. While CGMI believes that its professional investment advice can benefit many clients, there is no assurance that the objectives of any client in any of the Programs described will be achieved. Client Segments CPWM CPWM offers investment advisory accounts to clients across various segments. In order to qualify for certain Citibank benefits, clients must maintain an eligible deposit or savings account at Citibank. Eligibility requirements and terms and conditions apply to such benefits and are set forth in your agreements with Citibank. • Citigold Private Client: The Citigold Private Client (“CPC”) segment at Citibank is intended to serve clients with greater than $1,000,000 in total combined eligible assets at CPWM and Citibank. In addition to all of the Citigold benefits, CPC clients also enjoy access to an expanded wealth team, complimentary advanced financial planning, premier investing services, research, lifestyle and global travel benefits, preferred pricing, and fee-free services. Clients also have access to a Citigold Private Client Servicing Team (call center support). • Citigold: The Citigold segment at Citibank is aimed at clients with between $200,000 and $999,999 in total combined eligible assets at CPWM and Citibank. Citigold clients enjoy premier banking benefits, comprehensive wealth management, complimentary 7  financial planning, lifestyle and global travel benefits, preferred pricing, and fee-free services. Clients also have access to a Citigold Servicing Team (call center support). • Citi Priority: Citi Priority clients at Citibank have total combined eligible assets at CPWM and Citibank of between $30,000 and $199,999. Clients in this channel are also entitled to support and service from a Personal Banker for banking and a Citi Priority Servicing Team (call center support), global travel benefits, segment pricing and fee waivers. CPB CPB offers investment advisory solutions to its clients through CGMI in the North America and Latin America regions. A Private Banker is at the center of each client relationship. The Private Banker develops and coordinates investment strategies and solutions for individual client needs, with support from Investment Counselors, Product Specialists and others within the Private Bank, across multiple private office locations covering the following client segments: • Ultra High Net Worth: This segment caters to clients typically with upwards of $25 million in net worth, including CEOs, entrepreneurs, real estate investors, large family offices and others. • High Net Worth: This segment caters to clients typically with between $10 million and $25 million in net worth, including senior executives, business owners, family offices, and others. WaW WaW offers investment advisory solutions to its clients through CGMI to clients in the following client segments: • Law Firm Group: This segment caters to law firms and their employees. • Professional Services Group: This segment caters to professional services providers, such as consultancies, accounting firms, and executive search firms, and their employees. • Asset Management Group: This segment caters to wealth management firms and their employees. • Enterprise Group: This segment caters to small to mid-size public and private institutions, such as technology and life science firms as well as healthcare groups, and their employees. A.2. CGMI’s Advisory Services Through the Programs, CGMI offers accounts that have a single investment strategy as well as accounts with multiple strategies. The strategies differ depending upon the services to be rendered and the objectives and guidelines of the client. The investment strategies will involve long-term or short-term purchases of securities and other financial instruments. To subscribe for services offered through a Program, clients must first enter into a program agreement (a “Program Agreement”) with CGMI or Citibank, N.A. (“Citibank”). Citibank is a national banking association supervised and examined by the Office of the Comptroller of the Currency. Citibank, like CGMI, is a subsidiary of Citigroup. In the Program Agreement, the client appoints CGMI to act as the client’s investment adviser and agent and to provide the services related to the relevant Program. In certain Programs, the client also grants to CGMI and, if applicable, other investment managers, investment discretion and trading authority necessary to deliver the services provided through such Programs. The Programs in which a client is eligible to participate differ depending on whether the client is a client of CPB, WaW or CPWM. Furthermore, due to the global nature of Citigroup’s business and the various regulatory and licensing regimes throughout the world, certain Programs that CGMI offers to clients in the United States are offered to clients outside of the United States through Citibank and its branches and other affiliates, which are licensed and approved to conduct business in those 8  non-U.S. markets. In providing services through the Programs, CGMI generally relies on fundamental analysis with supplemental technical analysis, which may include charting or cyclical review. Information is derived from many sources. Personnel involved in providing investment advisory services have access to CGMI’s research facilities as well as CGMI’s and its affiliates’ economists and specialists in all major industry groups. Information may also be obtained from various other sources, including financial publications (including newspapers, research reports, the internet and magazines); industry manuals and publications; inspections of corporate activities; direct contact with a company’s employees and management, press releases and other reports released by companies; annual reports, prospectuses and filings made with the SEC; research materials prepared by others; governmental reports; timing services; and corporate rating services. Not all strategies are appropriate for all clients. Instead, CGMI will recommend only the strategies that it believes are suitable for a client’s account. Even though each client’s account is personalized to the client’s needs, and the Programs are based on different methodologies (e.g., asset allocation or investment recommendations generally differ among the Programs), there can be a substantial degree of uniformity across client accounts as a result of the common investment objectives of clients participating in the Programs. CGMI periodically reviews client accounts for product appropriateness and may, in its determination, terminate client accounts. A.3. Clearing and Custody Services Pershing LLC (together with certain of its affiliates, “Pershing” or “Clearing Firm”) acts as clearing firm for the Programs and custodian of client assets in connection with certain Programs, and Citibank acts as custodian of client assets in connection with other Programs. Each of Pershing and Citibank is a “qualified custodian” within the meaning of Rule 206(4)-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), otherwise known as the “Custody Rule.” In its capacity as clearing firm, Pershing provides a variety of services for the Programs. These services include, without limitation, holding client account assets in custody (for certain Programs), settling transactions, sending trade confirmations, account statements and tax reporting documentation, and other operational account-related services. Pershing will not provide (and should not be construed as providing) clients with any investment advice in connection with the Programs. CGMI compensates Pershing for the services it provides to us in relation to the Program. Among other fees, Pershing charges us a fixed annual fee for each client account. Under our arrangement with Pershing, Pershing reduces the fees it charges to us as follows: (i) for CPB and WaW accounts, CGMI receives a one-time credit from Pershing for each new non- retirement Program account ($450 per account) and (ii) for CPWM accounts, for new non- retirement Program assets under management established with Pershing, CGMI receive 0.043% of new assets, capped at $860, per account. Pershing provides these credits to CGMI so long as the number of new accounts or amount of new assets under management, respectively, exceeds the applicable baseline which is agreed between us and Pershing on a quarterly basis. To address this conflict, we have policies and procedures regarding recommendations of account types. CGMI does not share these credits with registered representatives, though compensation of representatives generally will be greater if more new accounts are opened or new assets come under management. For wire transfer and outgoing account transfer services, CGMI charges fees to its clients as reflected in the standard fee schedule for account services. Note that these fees charged by CGMI to its clients include a mark-up of the amounts charged to CGMI by Pershing for these services, and CGMI’s portion of the fee frequently constitutes a majority (or all) of CGMI’s charge to the client for the service. Revenue from these services is not shared with registered representatives. See Item 4.D. – “Additional Information Regarding Fees and Charges” for more 9  information about these service fees. For non-purpose loans obtained through Pershing, the interest rate charged to clients by CGMI includes a mark up over that the rate charged by Pershing because CGMI provides services associated with such loans. This mark up historically has varied but has been up to 3.75% (this is not a cap, however). Interest paid on these loans is thus shared by Pershing and CGMI. Note that registered representatives receive a portion of, or credit for, interest paid on such loans. CGMI seeks to ensure that the total interest rate charged to clients for these non-purpose loans is competitive compared to the rates offered by other lenders. See Item 9.A.2. – “Lending Against Advisory Accounts” for more information about non-purpose lending. We also receive revenue sharing payments in respect of cash sweep options (i.e., money market mutual funds, Bank Deposit Program) held in Program accounts in limited circumstances for brief periods relating to account conversions. See Item 9.B.3. – “Conflicts of Interest Pertaining to Cash Sweep Options” for more information about when we receive revenue sharing payments from cash sweep options held in Program accounts. CGMI’s financial arrangement with Pershing gives us an incentive to continue to use Pershing and its services as the clearing firm for the Programs and thus creates a conflict of interest with our clients. Moreover, in addition to the revenue sharing opportunities described above, with respect to any cost savings or other advantages, which may differ by product line or distribution channel, CGMI is not obligated to pass along the savings, rebates or other benefits to clients. CGMI seeks to mitigate this conflict by evaluating and monitoring the services it receives from Pershing to ensure retaining Pershing continues to serve clients’ interests, in accordance with its vendor management policies and procedures. The cost to terminate our arrangement with Pershing decreases over time, which gives us a financial incentive to continue our relationship with Pershing. In acting as a custodian, Citibank utilizes certain back office services of its affiliates. CGMI reserves the right at any time, and without notice to clients, to terminate the delegation of some or all of these custody and clearing services and to assume or further delegate responsibility for such services. In limited circumstances, clients may select another third-party qualified custodian to maintain custody of client assets. A.4. Types of Advisory Services Offered As noted immediately below, the Programs in which a client is eligible to participate differ depending on whether the client is a client of CPB, WaW, or CPWM. Furthermore, as discussed above in Item 4.A.2. – “CGMI’s Advisory Services,” the Programs in which a client is eligible to participate will differ based on country of residence, which can determine whether the client enters into its Program Agreement with CGMI or Citibank or another affiliate. Regardless of whether the client’s relationship is with CPB, WaW, or CPWM, CGMI will serve (either directly or indirectly) as the client’s investment adviser in connection with the Program the client selects. Investments made through the Programs are inherently speculative and involve the risk of loss of capital. There is no guarantee that any Program or investment will achieve its objectives or that losses will be avoided. The past performance of a Program or an investment made through a Program is not indicative of future performance. Neither CGMI nor any of its affiliates makes any representations or warranties in this brochure with respect to the present or future level of risk or volatility in any Program or investment, or any Program’s or investment’s future performance or activities. Set forth below are lists of the Programs for which different clients are eligible along with descriptions of each of the Programs, including details about the investment management services provided and associated fees. 10  Program Eligibility – Clients of CPB and WaW CPB and WaW clients who enter into a Program Agreement with CGMI are eligible to participate in the following Programs: • • • • • Manager Selection Program Consulting and Evaluation Services Program Multi-Asset Class Solutions Program -- Multi-Asset Class Solutions Discretionary Bespoke -- Multi-Asset Class Solutions Umbrella Portfolios Advisory Portfolios Program -- Advisory Portfolios Custom -- Advisory Portfolios Core Citi Advisor Program (available only as part of participating in Advisory Portfolios Custom or Multi-Asset Class Solutions Discretionary Bespoke) CPB and WaW clients who enter into a Program Agreement with Citibank are eligible to participate in the following Programs: • • • • Manager Selection Program Consulting and Evaluation Services Program Multi-Asset Class Solutions Program -- Multi-Asset Class Solutions Discretionary Bespoke -- Multi-Asset Class Solutions Umbrella Portfolios Advisory Portfolios Program -- Advisory Portfolios Custom CPB and WaW clients should understand that when CPB and WaW Private Bankers provide advice in connection with a Program, they do so in their capacity as representatives of CGMI. Accordingly, references in this brochure to “CGMI financial advisors” are intended to refer to CPB and WaW Private Bankers as well as other financial advisors who provide advice through or on behalf of CGMI. Program Eligibility – Clients of CPWM CPWM clients are eligible to participate in the following Programs: • • • Fiduciary Services Program Consulting and Evaluation Services Program Multi-Asset Class Solutions Program -- Multi-Asset Class Solutions Citi Active Allocation Citi Advisor Program Citi Portfolio Manager Program Dynamic Allocation Portfolios -- UMA Program Model Allocations Portfolios Program • • • • From time to time, CGMI enters into bespoke discretionary management arrangements with institutional clients in addition to the Programs described in this brochure. Fiduciary Services Program and Manager Selection Program In the Fiduciary Services Program (“FS”) and the Manager Selection Program (“MSP”), CGMI assists the client in selecting one or more investment managers to manage the client’s account on a discretionary basis according to a specified investment strategy. In the FS and MSP Programs, CGMI provides clients with substantially similar services. FS is offered exclusively to clients of CPWM, while MSP is offered exclusively to clients of CPB and WaW. In FS and MSP, clients generally invest in equity, balanced and multi-style portfolios, or fixed income portfolios, each of which is designed by the investment managers. Due to the difference in typical account size and size of the overall client relationship (see discussion of 11  client segments above), CPWM clients pay higher fees to CGMI for FS than CPB and WaW clients pay CGMI for the MSP Program. Minimum account sizes for FS and MSP are detailed in Item 5 – ”Account Requirements and Types of Clients.” Different minimums apply with respect to certain investment managers and strategies. See Fees section below. Services Provided In FS and MSP, CGMI works with the client to review and evaluate the client’s investment objectives and financial circumstances. CGMI then recommends one or more third party investment managers to manage the client’s assets on a discretionary basis in accordance with the client’s objectives. The client selects investment managers from among the recommended managers, and CGMI retains the investment managers on the client’s behalf. To the extent that multiple investment managers are selected by the client and retained by CGMI, each investment manager will be responsible for a separate account. The investment managers exercise discretion by either (i) implementing investment decisions directly or (ii) in certain circumstances that are reviewed by CGMI, retaining another investment adviser to implement the investment decisions. CGMI separately contracts with each investment manager as to the terms of its participation in these Programs. In FS and MSP, custodial services are provided by Clearing Firm or Citibank. Both CGMI and Clearing Firm provide trade execution and related services in FS and MSP. Evaluation and Selection of Investment Managers CGMI will recommend one or more third-party managers to serve as discretionary portfolio manager(s) of the client’s account(s) based on each client’s objectives and circumstances. Once the client agrees to the recommendation, CGMI will then retain the investment manager(s) on the client’s behalf. CGMI only recommends third-party investment managers and strategies that meet either the CitiFocus or Due Diligence Approved standard. See Item 6 – “ Due Diligence Evaluation in Advisory Programs”. If CGMI determines that an investment manager previously recommended to, and chosen by, the client no longer meets the applicable standard and is therefore no longer approved for these Programs, (i) a replacement manager will be selected by the client from recommendations provided by CGMI, or (ii) the client’s Program Agreement will automatically terminate upon a date selected by CGMI and communicated to client with reasonable advance notice. If the client decides to continue to retain an investment manager that is no longer approved for the Programs, the client must arrange with that investment manager to promptly transfer the assets in the account to hold them directly with such investment manager. CGMI will (a) make no further representations concerning such investment manager, (b) not assume any liability for any loss, claim, damage or expense attributable to client’s decision and (c) cease evaluating or making any representations regarding such investment manager. Before a client’s assets are transferred from one investment manager to a replacement investment manager (or one strategy to another strategy of the same investment manager), CGMI will obtain the client’s oral or written consent, which may be obtained through a notice/negative consent process. In FS and MSP, CGMI periodically monitors the performance of investment managers included to evaluate correlation to the manager’s published performance record (if applicable) and to assess any performance dispersion among client accounts. Third party managers may invest client accounts in investment funds that provide exposure to digital assets, which poses unique risks. See Item 6 – “Methods of Analysis, Investment Strategies and Risk of Loss – Digital Asset Investment Products Risks.” CGMI also maintains an “On Watch” classification for CitiFocus investment managers in FS and MSP. CGMI’s On Watch classification is more fully described in Item 6 – “Due Diligence Evaluation in Advisory Programs.” A Watch status may, but is not certain to, result in a change 12  of the investment manager’s recommended status. Conflicts of Interest – Additional Compensation To the extent permitted by applicable law, CGMI receives revenue sharing payments from investment product sponsors/managers on a broad range of investments available in Program accounts. These payments create a conflict whereby CGMI has a financial incentive to recommend or invest client assets, or otherwise promote the products of investment managers that pay revenue sharing over managers that do not pay revenue sharing, as well as to recommend products from managers that pay CGMI more than other investment managers. These payments are not shared directly with CGMI financial advisors, which helps mitigate, but does not eliminate, the conflict. For more information, see “Item 9.B.3 – Client Referrals and Other Compensation.” Citi Investment Management (“CIM”) Managed Strategies in the Fiduciary Services Program Transition to BlackRock Strategies that were previously offered and managed by CIM through Citibank, an affiliate of CGMI, instead are now managed by BlackRock Investment Management, LLC and/or Aperio Group, LLC (each, a “BlackRock Manager” and together with their affiliates, “BlackRock”). CGMI recommends and, subject to your consent, appoints a BlackRock Manager to provide the discretionary portfolio management services previously provided by CIM for these strategies. When clients select BlackRock-managed strategies as part of FS, clients will pay a separate asset-based fee to CGMI for its services and to the BlackRock Manager for its services (both to be collected by CGMI). BlackRock effects transactions in fixed income securities exclusively through broker-dealers other than CGMI or Clearing Firm and additional trading and execution costs such as markups, markdowns or spreads are charged to the client; the fee payable to CGMI does not cover such costs. See “Item 4.D.-Additional Information Regarding Fees and Charges” for more information about trading away. In addition, clients should understand that CGMI has additional financial incentives to recommend that clients approve and retain the BlackRock Managers and use the BlackRock- managed strategies, instead of recommending other third-party managers, which creates a conflict of interest for CGMI. For more information, see “Item 9.B.3 – Client Referrals and Other Compensation.” Account Information CGMI (either directly or indirectly) confirms all transactions executed through CGMI or Clearing Firm and provides account statements at least quarterly. Clients have the right to elect to receive information about transactions in their periodic statements in lieu of receiving individual confirmations following each transaction. Client accounts in CPWM periodically receive a “Performance Review,” which is a statistical review and analysis of the account. Clients of CPB and WaW will receive that report upon request. Clients also receive mutual fund prospectuses for the funds in which they invest. Fees There are two separate asset-based fees that the client pays in FS and MSP. First, clients pay an asset-based fee to CGMI, which covers compensation to CGMI and Clearing Firm, including brokerage commissions for trades executed at CGMI or Clearing Firm, compensation to the client’s CGMI financial advisor, and Clearing Firm’s custodial charges (“CGMI fee”). The CGMI fee is an annualized, fixed, asset-based fee of up to 2% that is negotiable based on a number of factors. Second, in addition to the CGMI fee, clients also pay a fee for services of the third-party investment managers selected to manage the client’s assets within an advisory program. This 13  fee, which is calculated as a percentage of assets under management, varies depending upon the asset class, the investment style and the total amount of assets allocated to the investment manager in FS or MSP (as applicable). Neither the CGMI fee nor the fee for the selected investment manager include the following: (a) any fees or charges for other services provided by CGMI, an affiliate (if applicable), Clearing Firm or third parties that are outside the scope of the client’s Program Agreement with CGMI (e.g., wire transfer fees, account transfer fees, lending fees and interest, retirement plan administration fees, trustee fees, etc.); (b) any taxes or fees or their equivalent imposed by exchanges or regulatory bodies; (c) brokerage commissions and other fees and charges imposed when an investment manager chooses to effect securities transactions with or through a broker-dealer other than CGMI or Clearing Firm; (d) fees and expenses charged by any investment funds in which the client invests; and (e) certain other fees and charges described herein (see Item 4.D – “Additional Information Regarding Fees and Charges” and Item 9.B.3 – “Compensation from Funds”). Fees for FS are normally payable quarterly in advance. Fees for MSP are normally payable monthly in arrears. The third-party investment manager fees are asset-based annual fees generally ranging from 0.05% to 0.60%. Fees for specific strategies are disclosed to clients in the client’s Program Agreement prior to investing through the Program. The investment manager fees set forth herein are typically not negotiable (other than in exceptional circumstances for large relationships). These fees are subject to change. With respect to FS and MSP accounts that were previously invested in the Consulting and Evaluation Services, Legg Mason Private Portfolios, Western Institutional Portfolios, or Investment Management Services Programs, the investment advisory fees that applied to such Programs as of the time a client’s account was converted to FS or MSP will continue to apply (i.e., will be “grandfathered”). Some of such grandfathered fee schedules are different than the amount stated in the FS and MSP fee schedules above. Conflicts of Interest – Program Fee Structure Clients should understand that CGMI and CGMI financial advisors have a financial incentive to recommend a third party managed strategy that costs less than other available comparable strategies. Unlike the negotiable CGMI fee, the third-party manager fees in FS and MSP are typically not negotiable. As a result, when a client selects a third-party managed strategy that costs less than other available comparable strategies, CGMI financial advisors have the opportunity to negotiate a higher fee for CGMI and themselves (sometimes with a lower overall cost to the client). The opportunity to negotiate a higher CGMI management fee creates an incentive to recommend a manager that charges a lower fee than other managers offering comparable strategies at a higher cost, as a higher CGMI fee benefits both the financial advisor as well as CGMI. Because the CGMI fee is negotiable, different clients pay different fee rates for the same or similar services. In addition, the compensation received by your CGMI financial advisor will vary depending on the CGMI fee rate for a client’s account. Accordingly, CGMI financial advisors will earn higher compensation where the CGMI fee applicable to a client’s account is higher. As such, the Firm and its financial advisors have an incentive NOT to negotiate fees below 2%. However, financial advisors do not earn higher compensation for particular products or programs offered by CGMI. Both CGMI and CGMI financial advisors benefit from these opportunities because each receives compensation tied to the amount of the client’s total annual CGMI fees. See Item 4.E – “Compensation” for more information about these conflicts of interest. 14  Consulting and Evaluation Services Program In the Consulting and Evaluation Services Program (“CES”), CGMI assists the client in selecting one or more investment managers to manage the client’s account on a discretionary basis according to a specified investment strategy. In CES, the client typically enters into an investment advisory contract directly with the investment manager as well as with CGMI (“dual contract Program”). The minimum account size for CES is detailed in Item 5 – ”Account Requirements and Types of Clients.” Different minimums apply with respect to certain investment managers. Services Provided In CES, CGMI analyzes a client’s investment objectives and, if requested, recommends one or more investment managers in light of those objectives. CGMI does not exercise discretion for CES clients as to the retention of an investment manager; instead, CGMI makes recommendations, which the client may or may not follow. Clearing Firm provides custody services for client accounts (depending upon the election of the client), and both CGMI and Clearing Firm provide trade execution and related services. Evaluation and Recommendation of Investment Managers CGMI will recommend one or more investment managers to serve as investment advisers of the client’s account(s), based on the client’s objectives and circumstances. The actual selection of an investment manager is entirely up to the client and subject to client consent. CGMI only recommends investment managers that meet the CitiFocus or Due Diligence Approved standard. See Item 6 – “Due Diligence Evaluation in Advisory Programs.” In the event CGMI determines that an investment manager previously recommended to, and chosen by, the client no longer meets the applicable standard and is therefore no longer approved for CES, CGMI will notify client. It will be client’s option to change or retain the investment manager. If the client decides to continue to retain an investment manager that is no longer approved for CES, CGMI will (a) make no further representations concerning such investment manager, (b) not assume any liability for any loss, claim, damage or expense attributable to client’s decision and (c) cease evaluating or making any representations regarding the investment manager. In CES, CGMI periodically monitors the performance of investment managers, including to evaluate correlation to the manager’s published performance record (if applicable) and to assess any performance dispersion among client accounts. CGMI also maintains an “On Watch” classification for investment managers in CES. CGMI’s On Watch classification is more fully described in Item 6 – “Due Diligence Evaluation in Advisory Programs.” A Watch status may, but is not certain to, result in a change of the investment manager’s recommended status. Conflicts of Interest – Additional Compensation To the extent permitted by applicable law, CGMI receives revenue sharing payments from investment product sponsors/managers on a broad range of investments available in Program accounts. These payments create a conflict whereby CGMI has a financial incentive to recommend or invest client assets, or otherwise promote the products of investment managers that pay revenue sharing over managers that do not pay revenue sharing, as well as to recommend products from managers that pay CGMI more than other investment managers. These payments are not shared with CGMI financial advisors, which helps mitigate, but does not eliminate, the conflict. For more information, see Item 9.B.3 – “Client Referrals and Other Compensation.” Account Information CGMI (either directly or indirectly) confirms all transactions executed through CGMI or Clearing 15  Firm and provides account statements at least quarterly. Clients may elect to receive information about transactions in their periodic statements in lieu of receiving individual confirmations following each transaction. Clients of CPWM periodically receive a “Performance Review,” which is a statistical review and analysis of the account. Clients of CPB and WaW will receive that report upon request. Clients also may receive prospectuses for the funds in which they invest. Fees Clients participating in CES pay CGMI an asset-based fee. The fee includes all fees or charges of CGMI and Clearing Firm, including brokerage commissions for transactions executed at CGMI or Clearing Firm, compensation to client’s financial advisor, and custodial charges. The CGMI fee is an annualized, fixed, asset-based fee of up to 2% that is negotiable based on a number of factors. The fee does not include the following: (a) any fees or charges for services provided by CGMI, an affiliate (if applicable), Clearing Firm or third parties which are outside the scope of the client’s Program Agreement with CGMI (e.g., wire transfer fees, account transfer fees, lending fees and interest, retirement plan administration fees, trustee fees, etc.); (b) fees or charges of any of the investment managers selected to manage the client’s assets (other than CGMI); (c) any taxes or fees or their equivalent imposed by exchanges or regulatory bodies; (d) charges, taxes, legal and other expenses associated with the Program and client accounts arising under the laws of any relevant jurisdiction; (e) brokerage commissions and other fees and charges imposed when an investment manager chooses to effect securities transactions with or through a broker-dealer other than CGMI or Clearing Firm; (f) fees and expenses charged by any investment funds in which the client invests; and (g) certain other fees and charges described herein (see Item 4.D – “Additional Information Regarding Fees and Charges” and Item 9.B.3 – “Compensation from Funds”). Fees normally are payable quarterly in advance. As stated above, the fee does not include any fees or charges of any third-party investment manager. The investment manager fees are also asset-based annual fees that generally range from 0.15% to 0.40% for fixed income only strategies, and from 0.20% to 1.00% for other strategies. In dual contract Program accounts, the fee for the investment manager is specified in the investment advisory contract with the investment manager. The fee is negotiated directly between the clients and investment managers. As an administrative convenience, the investment manager’s fees will be debited from the client’s account and paid by CGMI on the client’s behalf. CGMI will not verify the rate, computation, or timing of the investment manager’s fees or the value of the account. Clients should verify that the amounts debited for the purpose of paying the investment manager’s fees are correct by reviewing the client statements and should notify CGMI of any discrepancies immediately. Clients should understand that performance will be impacted by a deduction of incorrect fees or by delays in deduction of fees due to investment managers’ failure to submit invoices in a timely manner. Conflicts of Interest – Program Fee Structure When a client selects a third-party managed strategy that costs less than other available comparable strategies, CGMI financial advisors have the opportunity to negotiate a higher fee for the Firm, and thus themselves (sometimes with a lower overall cost to the client). The opportunity to negotiate a higher CGMI management fee creates an incentive for the financial advisor to recommend a third-party manager that charges a lower fee than other managers offering comparable strategies at a higher cost, as a higher CGMI management fee benefits both the financial advisor as well as CGMI. Because the CGMI fee is negotiable, different clients pay different fee rates for the same or similar services. In addition, the compensation received by your CGMI financial advisor will vary depending on the CGMI fee rate for a client’s account. Accordingly, CGMI financial advisors will 16  earn higher compensation where the CGMI fee applicable to a client’s account is higher. As such, the Firm and its financial advisors have an incentive NOT to negotiate fees below 2%. However, financial advisors do not earn higher compensation for particular products or programs offered by CGMI. See Item 4.E – “Compensation” for more information about these conflicts of interest. Multi-Asset Class Solutions Program The Multi-Asset Class Solutions Program (“MACS” or “MACS Program”) consists of asset allocation portfolios with multi-asset and single- or multi-manager capabilities designed to provide clients individualized options to help achieve their long-term wealth management objectives. Through MACS, CGMI provides clients with discretionary investment advisory solutions. Client portfolios in MACS consist of a mix of some or all of Exchange Traded Funds (ETFs), mutual funds, separately managed accounts, registered or unregistered alternative investment funds, and other permitted types of investments. MACS consists of three sub-Programs: (i) Multi-Asset Class Solutions Discretionary Bespoke (“Discretionary Bespoke”); (ii) Multi-Asset Class Solutions Umbrella Portfolios (“MACS UMA”); and (iii) Multi-Asset Class Solutions Citi Active Allocation Portfolios (“MACS Citi Active Allocation”). Clients of CPB and WaW are eligible to invest in Discretionary Bespoke and MACS UMA, while clients of CPWM are eligible to invest in MACS Citi Active Allocation. Eligibility for each sub- Program further depends on a client’s initial investment amount and other requirements. MACS UMA and MACS Citi Active Allocation are substantially similar Programs but have some differences described below. In Discretionary Bespoke clients invest through separate accounts that are consolidated for portfolio management and reporting purposes. In MACS UMA and Citi Active Allocation, by contrast, clients invest through unified managed accounts (i.e., “UMAs”), where assets are held in one account. Services Provided 1. Multi-Asset Class Solutions Discretionary Bespoke In Discretionary Bespoke, CGMI provides discretionary investment advisory services primarily to ultra-high net worth clients (including, but not limited to, multi-family offices, corporations, trusts, endowments, foundations and similar clients) by: (i) assisting in the development of investment policies and guidelines and asset allocation; (ii) performing investment manager and investment selection and evaluation; and (iii) providing performance measurement and portfolio analysis. For certain clients, CGMI also provides information and investment advisory services regarding alternative investment managers. In Discretionary Bespoke, CGMI as the discretionary advisor will retain investment managers and open one or more separate accounts that are consolidated for portfolio management and reporting purposes. The Discretionary Bespoke services are tailored to the specific needs of each client and generally are provided for an asset-based fee. In addition to these investment advisory services, CGMI also offers custody services (either through Clearing Firm or Citibank) and execution services (either directly or through Clearing Firm) to Discretionary Bespoke clients. The minimum account size for new accounts in Discretionary Bespoke is detailed in Item 5 – ”Account Requirements and Types of Clients,” and is subject to exceptions at CGMI’s discretion. The key elements of Discretionary Bespoke are as follows: 1. Assistance in the Preparation of Investment Objectives and Policies: Working with the client, CGMI will assist the client in reviewing its investment goals, policies and objectives as well as its standards for performance review (to help ensure alignment with its investment goals, policies and objectives), and in preparing, monitoring and updating its investment policy statement. 2. Asset Allocation: CGMI will provide initial and continuing asset allocation recommendations 17  in accordance with the investment policy statement of the client. 3. Investment Manager Investments and Products: CGMI will allocate and reallocate the client’s assets among investment managers and investment products that pursue strategies that are consistent with the investment policy statement. CGMI only allocates assets to investment managers and investment products that are approved by the C-RAM. See Item 6 – “Committee for the Review and Approval of Managers” for information about how the C-RAM evaluates managers and funds. In the event CGMI determines that an investment manager previously chosen for the client’s account no longer meets the applicable diligence standard and is therefore no longer approved for MACS, CGMI will reallocate the client’s assets to a replacement investment manager. 4. Mutual Funds and Exchanged Traded Funds Search: CGMI may invest and reinvest the client’s assets in mutual funds and ETFs (“funds”) in a manner consistent with the investment policy statement. CGMI only recommends funds that are approved by the C- RAM. See Item 6 – “Committee for the Review and Approval of Managers” for information about how the C-RAM evaluates managers and funds. In the event CGMI determines that a fund previously chosen for the client’s account no longer meets the applicable diligence standard and is therefore no longer approved for MACS, CGMI will reallocate the client’s assets to a replacement fund (with the client’s consent where required), which could result in tax consequences to the client. 5. Alternative Investment Manager Search: If requested by the client, CGMI will allocate and reallocate the client’s assets among alternative investment managers’ funds that pursue strategies that are consistent with the investment policy statement. CGMI will work together with the Alternative and Investment Manager Solutions Team, and will identify and select unaffiliated alternative investment managers as part of the implementation. For additional information related to the selection of alternative investment managers, see Item 6 – “Committee for the Review and Approval of Managers.” 6. Performance Measurement: CGMI provides clients with system-generated performance reports and custom performance reports (as agreed to between CGMI and client). The reports may include comparisons to recognized benchmarks and appropriate market segments. Each client receiving services pursuant to Discretionary Bespoke will have an agreed benchmark and risk assignment from which a periodic assessment of their investment performance will be conducted. 7. Ongoing Review, Custody and Trade Execution: CGMI will execute rebalancing, conduct investment policy monitoring, and support third-party providers, as well as, where requested, provide custodial services (either directly, through Clearing Firm or Citibank) and execution services (either directly or through Clearing Firm). Transactions in fixed income securities, equities (if executed through broker-dealers other than CGMI or Clearing Firm) and certain other securities involve commissions, dealer mark-ups or mark-downs or other charges, and clients will be responsible for all such charges and expenses in addition to the asset-based fee paid to CGMI. CGMI (either directly or indirectly) confirms all transactions executed through CGMI or Clearing Firm and provides account statements at least quarterly. Clients may elect to receive information about transactions in their periodic statements in lieu of receiving individual confirmations following each transaction. 8. Daily Oversight and Control Structure: Using a systematic monitoring system, the Fiduciary Oversight Group (“FOG”) is responsible for the daily monitoring of the client portfolio relative to its investment policy statement. The investment manager will provide day-to-day oversight, in coordination with the independent monitoring capabilities of FOG. The investment manager will be responsible for addressing any alerts communicated by FOG and recommending changes in accordance with the client’s investment policy statement. 18  2. Multi-Asset Class Solutions Umbrella Portfolios and Multi-Asset Class Solutions Citi Active Allocation Portfolios Program MACS UMA and MACS Citi Active Allocation are “unified managed account” programs. MACS UMA is only offered to clients of CPB and WaW while MACS Citi Active Allocation is only offered to clients of CPWM. While the two programs are substantially similar, they have some differences as described below. CPWM clients pay higher fees to CGMI for MACS Citi Active Allocation than CPB and WaW clients pay CGMI for MACS UMA. See Fees section below. In MACS UMA and MACS Citi Active Allocation, the client selects from one or more of the portfolio objectives spanning the risk spectrum, based upon the client’s investment objectives, risk tolerance and investment time horizon for the assets, or the portion of assets, in each account. A separate “unified managed account” is established for each portfolio objective (also referred to as a “portfolio” or “portfolio levels”) the client chooses. The portfolios consist of a mix of some or all of ETFs, mutual funds, separately managed accounts, and registered or unregistered alternative investment funds depending on the client’s investment amount and investment needs. The suggested investment horizon for the portfolios set out below is four (4) to six (6) years. However, the investment horizon may change depending on market conditions, preferences, special limitations or variances in investment objectives or other factors. The portfolios available under MACS UMA and MACS Citi Active Allocation are: • • • • • • Portfolio Level 1 which seeks to generate income rather than achieve capital appreciation; Portfolio Level 2 which seeks to generate income and achieve modest appreciation of capital as a secondary objective; Portfolio Level 2.5 which seeks a balance of income and moderate capital appreciation; Portfolio Level 3 which seeks a balance of income and capital appreciation; Portfolio Level 3.5 which seeks capital appreciation with some emphasis on income; Portfolio Level 4 which seeks mostly capital appreciation with less emphasis on income; and Portfolio Level 5 which seeks maximum capital appreciation. • The asset allocations for the portfolios are comprised of some or all of the following: (i) cash and short term investments, including cash equivalents; (ii) fixed income investments, including short term municipal debt, municipal bonds, U.S. bonds and high yield/emerging market debt; (iii) equity investments, including, U.S. large capitalization, U.S. small capitalization, Europe, Japan, Asia Pacific (ex-Japan) and emerging markets; (iv) alternative investments, including private investment funds; and (v) opportunistic investments, including commodities, currencies and preferred securities, as well as investments in securities that indirectly provide exposure to the foregoing. The asset allocation categories and classes utilized are subject to change. The asset allocations are developed based on long-term (ten (10) year time horizon) economic and market forecasts. In addition, with the exception of the “Sustainable Opportunities” and “Global Opportunities” options, the asset allocations are also developed based on short-term (three (3) to twelve (12) month time horizon) economic and market forecasts. CGMI reviews and, if necessary, adjusts the asset allocation for the portfolios at least quarterly, but allocations may be adjusted more frequently in unusual market or economic circumstances or following under performance or over performance of a particular portfolio or investment, subject to subscription and redemption rules applicable to investments. The asset allocation percentages currently in effect for a particular portfolio objective may be obtained from your CGMI financial advisor. The portfolios are invested in a mix of ETFs, mutual funds, separately managed accounts, registered and unregistered investment funds depending on whether a client is eligible for, and 19  selects, “Standard,” “Tax Aware,” “Sustainable Opportunities,” “Global Opportunities,” “Active/Passive Blend,” “Core,” or “Custom” option. Not all options are available for all portfolio levels. The “Active/Passive Blend” option is not available under MACS Citi Active Allocation. The chart below summarizes the differences between these options as well as key differences in minimum account sizes for MACS UMA and MACS Citi Active Allocation. Portfolio Can Invest in MACS UMA MACS Citi Active Allocation Portfolio Option (CPB and WaW) Minimum Account Size $250,000 (CPWM) Minimum Account Size $25,000 Standard Tax Aware Mutual funds, ETFs, registered alternative investment funds Separately managed accounts and ETFs $100,000 – ETF only Portfolio $100,000 – ETF only Portfolio $750,000 – Separately managed accounts and ETFs $750,000 – Separately managed accounts and ETFs $100,000 $250,000 Sustainable Opportunities Mutual Funds included on CGMI’s CitiFocus List and ETFs in accordance with Citi due diligence procedures. See Item 6 – “CitiFocus” for information about how CGMI classifies Program Investment Products as CitiFocus. $100,000 $250,000 Mutual funds and ETFs Global Opportunities* *A portion of the portfolio invests in mutual funds included on CGMI’s CitiFocus List and ETFs in accordance with Citi due diligence procedures. See Item 6 – “CitiFocus” for information about how CGMI classifies Program Investment Products as CitiFocus. 20  Portfolio Can Invest in MACS UMA MACS Citi Active Allocation Portfolio Option (CPB and WaW) Minimum Account Size $500,000 (CPWM) Minimum Account Size This option is not available Active/Passive Blend* Fixed income portion: separately managed accounts, mutual funds, ETFs. Equity portion: ETFs *While CGMI seeks to create a portfolio with active fixed income managers and a passive allocation to equities, it may use fixed income ETFs for specific allocations on either a short- or long-term basis based on the analysis and view of available investment managers. In addition, availability of separately managed accounts may vary depending on risk profile or account size. $1,000,000 Core* $1,000,000 Separately managed accounts, mutual funds, ETFs, registered and unregistered alternative investment funds *Environmental, Social and Governance (ESG) portfolio allocations only: separately managed accounts, mutual funds included on CGMI’s CitiFocus List and ETFs in accordance with Citi due diligence procedures. See Item 6 – “CitiFocus” for information about how CGMI classifies Program Investment Products as CitiFocus. $10 million $10 million Custom Separately managed accounts, mutual funds, ETFs, registered and unregistered alternative investment funds 21  CGMI; Investment Manager and Fund Selection; Unified Managed Account Portfolio Implementation CGMI serves as the discretionary investment adviser of the assets in MACS UMA and MACS Citi Active Allocation and is responsible for selecting the investment managers and/or investment funds for each asset class in a portfolio. CGMI has established the C-RAM to select investment managers and investment funds for MACS and certain other Programs. Some of the alternative investment funds selected for MACS UMA and MACS Citi Active Allocation are sub-advised by CGMI. See Item 6 – “Committee for the Review and Approval of Managers” for information about how the C-RAM evaluates managers and funds. The assets in each asset class generally are invested on a discretionary basis with a single investment manager or in a single investment fund, as applicable, but multiple managers or funds can be used. Transactions in separately managed accounts will be executed either (i) by CGMI, generally through Clearing Firm (a “Citi Executed SMA”), or (ii) directly by the investment manager recommending such transactions (a “Portfolio Manager Executed SMA”). In the case of a Citi Executed SMA, CGMI invests the assets based on instructions communicated to CGMI by the investment manager and in accordance with portfolio implementation rules and instructions communicated to the investment managers by CGMI. See Item 4.A.5 – “Implementation and Transaction Services” and Item 4.A.5 – “Aggregation of Trade Orders and Trade Allocation” for more information on portfolio implementation and overlay services provided by the Overlay Manager. CGMI or the manager, in the case of a Portfolio Manager Executed SMA, will be responsible for the creation and execution of orders for the purchase and sale of shares/units in investment funds on behalf of client accounts. Assets in the alternative investments asset allocation category generally are invested in either registered or unregistered investment funds (including hedge “fund of funds”). The process for selecting investment funds in the alternative investments category is more qualitative in nature than is the process for selecting investment managers and investment funds outside of the alternative investments category. Note that investment funds in the alternative investments category typically have incentive fee arrangements. Under such an arrangement, the manager of the investment fund and managers of underlying portfolios or funds receive compensation based on appreciation in the fund’s or underlying fund’s or portfolio’s assets. Such incentive fees are an incentive to make investments that are riskier or more speculative than would be the case absent an incentive fee. For eligible clients who select an investment option with an allocation to an unregistered alternative investment fund, the alternative investments asset allocation category will be invested in a private investment fund of funds vehicle that is advised by a third party manager, iCapital Global Alternatives, LLC, and sub-advised by CGMI. Clients will not bear any additional management fee payable to CGMI. In the event that the client selects the “Custom Portfolio” investment option within the MACS UMA or MACS Citi Active Allocation, CGMI will consider the client’s individual investment objective, risk/return profile and investment guidelines when selecting investment managers and/or investment funds for each asset class in a portfolio. In the event that the client selects the “Tax Aware” investment option within the MACS UMA or MACS Citi Active Allocation, the portfolios seek to utilize tax management features, including tax-loss harvesting, and, as a result, the investment manager selected by CGMI will be responsible for portfolio implementation in relation to the entire account and the actual investment of all assets in the portfolios including determining the timing of an investment of an account or any account rebalancing, and tax lot management and 22  processes relative to the portfolio investment objective and investment election chosen by the client, the target asset allocations provided by CGMI and any special instructions or restrictions imposed by the client. See Portfolio Manager Executed SMA description below and Item 4.D. – “Additional Information Regarding Fees and Charges for information” about when an investment manager executes transactions on behalf of client accounts. The “Tax Aware” investment option is not intended as tax advice and clients should confer with their personal tax advisors regarding the tax consequences of investing in this option, based on their particular circumstances. The tax consequences of any strategy that engages in tax- loss harvesting is complex, and clients and their personal tax advisors are responsible for how the transactions in their account are reported to the IRS or any other taxing authority. See Item 6 – “Tax-Loss Harvesting Risks” for a summary description of the risks associated with investment strategies that engage in tax-loss harvesting. CGMI (either directly or indirectly) confirms all transactions executed through CGMI or Clearing Firm and provides account statements at least quarterly. Clients may elect to receive information about transactions in their periodic statements in lieu of receiving individual confirmations following each transaction. Conflicts of Interest – Additional Compensation To the extent permitted by applicable law, CGMI receives revenue sharing payments from investment product sponsors/managers on a broad range of investments available in Program accounts. These payments create a conflict whereby CGMI has a financial incentive to recommend or invest client assets, or otherwise promote the products and strategies of investment managers that pay revenue sharing over managers that do not pay revenue sharing, as well as to recommend products and strategies from managers that pay CGMI more than other investment managers. These payments are not shared with CGMI financial advisors, which helps mitigate, but does not eliminate, the conflict. For more information, see Item 9.B.3 – “Client Referrals and Other Compensation.” CIM Managed Strategies in the MACS Program Transition to BlackRock Strategies that were previously offered as part of Discretionary Bespoke and the Custom Portfolio option of MACS UMA by CIM through Citibank, an affiliate of CGMI, are now managed by a BlackRock Manager. CGMI appoints a BlackRock Manager to provide the discretionary portfolio management services previously provided by CIM for these strategies. When clients invest in BlackRock-managed strategies as part of Discretionary Bespoke and the Custom Portfolio option of MACS UMA, clients will pay a separate asset-based fee to CGMI for its services and to the BlackRock Manager for its services (both to be collected by CGMI). Please also note that CGMI has additional financial incentives to select the BlackRock Managers and to invest and reinvest client assets in the BlackRock-managed strategies, instead of recommending other third-party managers, which creates a conflict of interest for CGMI. For more information, see Item 9.B.3 – “Client Referrals and Other Compensation.” Fees Clients participating in MACS pay an asset-based fee to CGMI, as well as a separate asset- based fee paid to the thirdparty investment manager. The CGMI fee includes fees or charges of CGMI and Clearing Firm, including brokerage commissions for trades executed at CGMI or Clearing Firm, compensation to the client’s CGMI financial advisor, and Clearing Firm’s custodial charges. The CGMI fee is an annualized, fixed, asset-based fee of up to 2% that is negotiable based on a number of factors. 23  Fees generally are payable as follows: • Discretionary Bespoke: Fees are charged monthly or quarterly, in arrears or in advance, as agreed to with Client. • MACS UMA: Fees are payable monthly in arrears. • MACS Citi Active Allocation: Fees are payable quarterly in advance. Additional Fees and Expenses The client will bear a proportionate share of the fees and expenses incurred by any mutual funds or alternative investments included in the portfolios. The prospectus or offering memorandum of each of these investments describes these internal fees and expenses in detail. For more information relating to fees please see Item 9.B.3 – “Compensation from Funds.” The fee paid to CGMI does not cover any fees or charges for other services provided by CGMI, an affiliate (if applicable), Clearing Firm or third parties which are outside the scope of the client’s Program Agreement with CGMI (e.g., wire transfer fees, account transfer fees, lending fees and interest, retirement plan administration fees, trustee fees, etc.). Additional Fees Charged by Investment Managers Any fees payable to the third party investment managers that a MACS client selects are not included in the fee paid to CGMI. Clients also pay the investment managers fees that vary depending on the strategy and program in which the client invests. The investment manager fees are asset-based annual fees generally ranging from 0.05% to 0.35% for fixed income only strategies, and from 0.18% to 0.50% for other strategies. Fees for specific strategies are provided to clients prior to investing in the Program. The investment manager fees set forth herein are subject to change without notice. Investment managers also may charge a performance fee in addition to the asset-based investment management fees described above. CGMI does not charge performance fees at the portfolio level for accounts with alternative investment funds, but performance fees may be charged by a private investment fund through which the client invests, and also may be charged by the underlying portfolio investments held by a private fund in which a client invests (e.g., a fund of funds). If any investment manager effects securities transactions for the client portfolio with or through a broker-dealer other than CGMI or Clearing Firm, then clients are responsible for the execution costs separately. See Item 4.D. – “Additional Information Regarding Fees and Charges” for more information about trading away. Conflicts of Interest – Program Fee Structure Clients should understand that CGMI and CGMI financial advisors have a financial incentive to select a third-party managed strategy that costs less than other available comparable strategies. Unlike the negotiable CGMI fee, the third party manager fees in MACS are not negotiable. As a result, when a client invests in a third party managed strategy that costs less than other available comparable strategies, CGMI financial advisors have the opportunity to negotiate a higher fee for the Firm and themselves (sometimes with a lower overall cost to the client). The opportunity to negotiate a higher CGMI management fee creates an incentive to select a manager that charges a lower fee than other managers offering comparable strategies at a higher cost, as a higher CGMI fee benefits both the financial advisor as well as CGMI. See Item 4.E – “Compensation” for more information 24  about these conflicts of interest. Because the CGMI fee is negotiable, different clients pay different fee rates for the same or similar services. In addition, the compensation received by your CGMI financial advisor will vary depending on the CGMI fee rate for a client’s account. Accordingly, CGMI financial advisors will earn higher compensation where the CGMI fee applicable to a client’s account is higher. As such, the Firm and its financial advisors have an incentive NOT to negotiate fees below 2%. However, financial advisors do not earn higher compensation for particular products or programs offered by CGMI. Advisory Portfolios Program The Advisory Portfolios Program (“Advisory Portfolios Program”) consists of asset allocation portfolios with multi-asset and single- or multi-manager capabilities designed to provide clients individualized options to help achieve their long-term wealth management objectives. Through the Advisory Portfolios Program, CGMI provides clients with non- discretionary investment advisory solutions. Advisory Portfolios Program is offered exclusively to CPB and WaW clients. Advisory Portfolios Program consists of two sub-Programs: (i) Advisory Portfolios Custom (“AP Custom”); and (ii) Advisory Portfolios Core (“AP Core”). Eligibility for each sub- Program further depends on a client’s initial investment amount and other requirements. In AP Custom, clients invest through separate accounts that are consolidated for portfolio management and reporting purposes. In AP Core, by contrast, clients invest through UMAs, where assets are held in one account. Services Provided 1. AP Custom In AP Custom, CGMI provides non-discretionary investment advisory services to ultra-high net worth clients (including, but not limited to, multi-family offices, corporations, trusts, endowments, foundations and similar clients) by: (i) assisting in the development of investment policies and guidelines; (ii) evaluating and recommending investment managers and products; and (iii) delivering performance measurements and portfolio analysis. For certain clients, CGMI may also provide information and advice regarding alternative investment managers. In AP Custom, clients enter into separate investment advisory contracts in order to retain investment managers and open separate accounts that are consolidated for portfolio management and reporting purposes. The services provided in AP Custom are tailored to the specific needs of each client and are generally provided for an asset-based fee. In addition to these non-discretionary investment advisory services, CGMI also offers custody (either through Clearing Firm or Citibank) and execution services (either directly or through Clearing Firm) to AP Custom clients. The minimum account size for new accounts in AP Custom is detailed in Item 5 – ”Account Requirements and Types of Clients,” and is subject to exceptions at CGMI’s discretion. The key elements of AP Custom are as follows: Assistance in the Preparation of Investment Objectives and Policies If Requested by 1. the Client: Working with the client, CGMI will assist the client in reviewing its investment goals, policies and objectives as well as its standards for performance review (to help ensure alignment with its investment goals, policies and objectives), and in preparing, monitoring and updating its investment policy statement. 25  Evaluation and Recommendation of Investment Managers and Products: CGMI will 2. assist the client in identifying and selecting appropriate investment managers and products, including mutual funds, ETFs, and separately managed accounts. Clients will enter into an investment advisory contract directly with the investment manager, which will set forth the terms and conditions (including, without limitation, any fees) relevant to the relationship. In most cases CGMI recommends investment managers and investment products that are approved by the C-RAM. See Item 6 – “Committee for the Review and Approval of Managers” for information about how the C-RAM evaluates managers and funds. In the event CGMI determines that an investment manager or product previously recommended to, and chosen by, the client no longer meets the applicable diligence standard and is therefore no longer approved for AP, CGMI will notify the client and either (x) a replacement manager or product shall be selected by the client from recommendations provided by CGMI, or (y) the client’s Program Agreement will automatically terminate upon a date selected by CGMI and communicated to the client with reasonable advance notice. If the client decides to continue to retain an investment manager or remain invested in a product that is no longer approved for AP, CGMI will (a) make no further representations concerning such investment manager, (b) not assume any liability for any loss, claim, damage or expense attributable to client’s decision and (c) cease evaluating or making any representations regarding the investment manager. Clients must arrange to retain the investment manager or product directly and the client will no longer be part of AP Custom. CGMI will also review the account asset allocation from time to time and recommend changes that are deemed appropriate. In the event that the account deviates from the asset allocation and CGMI believes that the account should be rebalanced, CGMI will recommend changes to effect the rebalancing. Alternative Investment Manager Search: If requested by the client, CGMI will assist 3. the client in identifying and selecting appropriate alternative investment managers’ funds that pursue strategies that are consistent with the investment policy statement. For additional information related to the selection of alternative investment managers, see Item 6 – “Committee for the Review and Approval of Managers.” 4. Performance Measurement and Portfolio Analysis: CGMI provides clients with system- generated performance reports and custom performance reports (and as mutually agreed to between CGMI and a client). The reports may include comparisons to recognized benchmarks and appropriate market segments. Each client will have an agreed benchmark and risk assignment against which a periodic assessment of their investment performance will be conducted. 5. Ongoing Review, Custody and Trade Execution: CGMI will recommend portfolio rebalancing, conduct investment policy monitoring, support third-party providers, and, where requested, provide custodial and execution services. Transactions in fixed income securities, equities (if executed through broker-dealers other than CGMI or Clearing Firm) and certain other securities involve commissions, dealer mark-ups or mark-downs or other charges in addition to the asset-based fees. To the extent investment managers direct trades in such securities to CGMI for execution, CGMI may realize profits or losses in connection with such trades that are separate from or additional to the fees paid by AP Custom clients, but CGMI will not charge such clients any mark-up or mark-down. CGMI (either directly or indirectly) confirms all transactions executed through CGMI or Clearing Firm and provides account statements at least quarterly. Clients may elect to receive information about transactions in their periodic statements in lieu of receiving individual confirmations following each transaction. 26  Daily Oversight and Control Structure: Using a systematic monitoring system, FOG 6. is responsible for the daily monitoring of the client portfolio relative to its investment policy statement. The investment manager will provide oversight support along with CGMI’s investment counselor, in addition to the independent monitoring capabilities of FOG. The investment counselor will be responsible for addressing any alerts communicated by FOG and recommending changes to the client in accordance with the client’s investment policy statement. 2. Advisory Portfolios Core In AP Core, the client selects from available portfolio investment objectives spanning the risk spectrum, based upon the client’s investment objectives, risk tolerance and investment time horizon for the assets, or the portion of assets, in each account. A separate “unified managed account” is established for the portfolio investment objective (also referred to as a “portfolio”) the client chooses. The portfolios consist of a mix of some or all of ETFs, mutual funds, and separately managed accounts depending on client’s investment amount and investment needs. The suggested investment horizon for the portfolio investment objectives set out below is four (4) to six (6) years. However, the investment horizon may change depending on market conditions, preferences, special limitations or variances in investment objectives or other factors. The portfolio investment objectives available under AP Core are: • • • • • Portfolio Level 1 which seeks to generate income rather than achieve capital appreciation; Portfolio Level 2 which seeks to generate income and achieve modest appreciation of capital as a secondary objective; Portfolio Level 2.5 which seeks a balance of income and moderate capital appreciation; Portfolio Level 3 which seeks a balance of income and moderate capital appreciation; Portfolio Level 4 which seeks mostly capital appreciation with less emphasis on income; and Portfolio Level 5 which seeks maximum capital appreciation. • The selection of a portfolio investment objective is the starting point for the design and implementation of a specific investment proposal. Through customization features allowed in this Program, the client may refine their investment objectives and risk tolerance so that the actual allocation of a client’s assets in a customized portfolio does not align directly with the selected portfolio investment objective. CGMI categorizes portfolio investment objectives into conservative, moderate, and aggressive risk categories and analyzes a client’s customized portfolio initially, and at the time of any future adjustments, to ensure that the customized portfolio does not deviate from the risk category of the portfolio investment objective selected by the client. That analysis and review, however, does not preclude a client from implementing a customized portfolio that deviates from the portfolio investment objective selected for the AP Core account. Client authorization to implement a customized portfolio that deviates from the portfolio investment objective selected for the account supersedes that selection. The client will establish the initial asset allocation for the portfolio and will advise CGMI of any change in the asset allocation for the portfolio desired. The client may customize the asset allocation according to your investment objectives and risk/return profile. The asset allocation percentages currently in effect for a particular portfolio investment objective may be obtained through your CGMI representative. 27  Changes in the asset allocation will likely result in transactions in the account, and these transactions could have tax consequences for a taxable account. Following market movements, or the outperformance or underperformance of a portfolio or investment, such that a portfolio moves from its target allocation by an amount set by CGMI, CGMI will rebalance an Account to bring the asset allocations back into line with the target allocations. CGMI will monitor and rebalance in accordance with our internal monitoring policies and procedures, which we reserve the right to modify from time to time in our sole discretion. These transactions could have tax consequences for a taxable account. The investment minimum for AP Core is detailed in Item 5 – ”Account Requirements and Types of Clients.” CGMI; Investment Manager and Fund Selection; Unified Managed Account Portfolio Implementation CGMI serves as the non-discretionary investment adviser of the assets in AP Core. CGMI will assist the client in selecting the investment managers and/or investment funds for each asset class in a portfolio. CGMI has established various criteria that are used to screen third party investment managers and investment funds. These criteria are subject to change from time to time. Investment managers and mutual funds recommended or included as an investment product in AP Core must meet the CitiFocus or Due Diligence Approved standard, and each ETF included as an investment product in AP Core must meet the relevant due diligence guidelines according to CGMI due diligence procedures (see Item 6 – “Due Diligence Evaluation in Advisory Programs”). CGMI undertakes periodic reviews of a broad range of factors to determine whether each investment manager and investment fund remains appropriate for clients given their objectives going forward. If CGMI determines such an action to be advisable and in the best interest of its clients, CGMI may terminate an investment manager’s or investment fund’s participation in AP Core. If it does so, CGMI will notify the client of its recommended replacement manager or investment fund. Before CGMI will reallocate the assets from the terminated manager or investment fund to the new manager or investment fund, CGMI will obtain the client’s consent, which may be through a notice/negative consent process. The client is permitted to instruct CGMI to use a different manager or fund that is available for that asset class in the AP Core program. Client accounts are permitted to be invested in cash, cash equivalents or ETFs during the transition period to a new investment manager or investment fund. Transactions in separately managed accounts will be executed either (i) by CGMI and/or the Overlay Manager (a “Citi Executed SMA”) or (ii) directly by the investment manager recommending such transactions (a “Portfolio Manager Executed SMA”). In the case of a Citi Executed SMA, CGMI and/or the Overlay Manager invests the assets based on instructions communicated to CGMI by the investment manager and in accordance with portfolio implementation rules and instructions communicated to the investment managers by CGMI and/or the Overlay Manager. See Item 4.A.5 – “Implementation and Transaction Services” and Item 4.A.5 – “Aggregation of Trade Orders and Trade Allocation” for more information on portfolio implementation and overlay services provided by the Overlay Manager. CGMI will be responsible for the creation and execution of orders for the purchase and sale of shares/units in registered investment funds on behalf of client accounts. 28  Conflicts of Interest – Additional Compensation To the extent permitted by applicable law, CGMI receives revenue sharing payments from investment product sponsors/managers on a broad range of investments available in Program accounts. These payments create a conflict whereby CGMI has a financial incentive to recommend or invest client assets, or otherwise promote the products and strategies of investment managers that pay revenue sharing over managers that do not pay revenue sharing, as well as to recommend products and strategies from managers that pay CGMI more than other investment managers. These payments are not shared with CGMI financial advisors, which helps mitigate, but does not eliminate, the conflict. For more information, see “Item 9.B.3 – “Client Referrals and Other Compensation.” Account Information CGMI (either directly or indirectly) confirms all transactions executed through CGMI or Clearing Firm and provides account statements at least quarterly. Clients may elect to receive information about transactions in their periodic statements in lieu of receiving individual confirmations following each transaction. CGMI (either directly or through Citibank or Clearing Firm) will also send the client a periodic report showing account positions and activity (including income received and rights conferred in respect of investments) and performance which will also be measured against a benchmark or benchmarks provided in the report. Clients may instruct CGMI to consolidate the report for more than one account with the same entitlement name. CIM Managed Strategies in the Advisory Portfolios Program Strategies that were previously offered as part of AP Custom and AP Core by CIM through Citibank, an affiliate of CGMI, are now managed by a BlackRock Manager. CGMI recommends and, subject to your consent, appoints a BlackRock Manager to provide the discretionary portfolio management services previously provided by CIM for these strategies. When clients select BlackRock-managed strategies as part of AP Custom and AP Core, clients will pay a separate asset-based fees to CGMI for its services and to the BlackRock Manager for its services (both to be collected by CGMI). BlackRock effects transactions in fixed income securities exclusively through broker-dealers other than CGMI or Clearing Firm and additional trading and execution costs such as markups, markdowns or spreads are charged to the client; the fee payable to CGMI does not cover such costs. See “Item 4.C.-Additional Information Regarding Fees and Charges” for more information about trading away. Please note that CGMI has additional financial incentives to recommend that clients approve and retain the BlackRock Managers and use the BlackRock-managed strategies, instead of recommending other third-party managers, which creates a conflict of interest for CGMI. For more information, see “Item 9.B.3 – Client Referrals and Other Compensation.” Fees Clients participating in the Advisory Portfolios Program pay CGMI an asset-based fee, as well as a separate asset-based fee paid to the third-party investment manager. The CGMI fee includes fees or charges of CGMI, the Overlay Manager, and Clearing Firm, including brokerage commissions for transactions executed at CGMI or Clearing Firm, compensation to client’s CGMI adviser or an employee of an affiliate, custodial charges and fees of the investment manager(s). The CGMI fee is an annualized, fixed, asset-based fee of up to 2% that is negotiable based on a number of factors. The CGMI fee and the SMA fee (as defined below) do not include the following: (a) any fees or charges for other services provided by CGMI, an affiliate (if applicable), Clearing 29  Firm or third parties which are outside the scope of the client’s Program Agreement with CGMI (e.g., wire transfer fees, account transfer fees, lending fees and interest, retirement plan administration fees, trustee fees, etc.); (b) any taxes or fees imposed by exchanges or regulatory bodies; (c) charges, taxes, legal and other expenses associated with the Program and client accounts arising under the laws of any relevant jurisdiction; (d) fees and expenses charged by any investment manager or investment fund in which assets in the account are invested (including any separately managed account fees described below); (e) brokerage commissions, mark-ups, mark-downs, spreads and other fees and charges imposed when an investment manager chooses to effect securities transactions with or through a broker-dealer other than CGMI or Clearing Firm; and (f) certain other fees and charges described herein (see Item 4.D – “Additional Information Regarding Fees and Charges” and Item 9.B.3 – “Compensation from Funds”). While clients are not charged a performance fee in connection with the Advisory Portfolios Program, certain investment funds charge management and performance fees, and the portfolios or funds underlying the investment funds also may have their own management and performance fee arrangements. Thus, clients invested in any investment funds may be subject to the management and performance fees at the fund level and management and performance fees by the portfolios and funds underlying the investment funds. Fees generally are payable as follows: • AP Core: Fees are payable monthly in arrears. • AP Custom: Fees are charged monthly or quarterly, in arrears or in advance. Additional Fees and Expenses The client will bear a proportionate share of the fees and expenses incurred by any mutual funds or alternative investments included in the portfolios. The prospectus or offering memorandum of each of these investments describes these internal fees and expenses in detail. For more information relating to fees, please see Item 9.B.3 – “Compensation from Funds.” Additional Fees Charged by Investment Managers In addition to the CGMI fee, a client will also separately pay fees to investment managers in connection with any separately managed accounts in which the client invests (“SMA fees”). The SMA fees vary by asset class, are negotiated by CGMI, and are subject to change. The SMA fees are asset-based annual fees generally ranging from 0.05% to 0.35% for fixed income only strategies, and from 0.25% to 0.50% for other strategies. Fees for specific strategies are provided to clients prior to investing in the Program. Investment managers may also charge a performance fee in addition to the asset-based investment management fees described above. For accounts with alternative investment funds, there is no portfolio level (i.e., CGMI account-level) performance fee, but performance fees may be charged by a private investment fund through which the client invests and may also be charged by the underlying portfolio investments held by a private fund in which a client invests (e.g., a fund of funds). If any investment manager effects securities transactions for the client portfolio with or through a broker-dealer other than CGMI or Clearing Firm, then clients are responsible for the execution costs separately. See Item 4.D. – “Additional Information Regarding Fees and Charges” for more information about trading away. Conflicts of Interest – Program Fee Structure 30  Clients should understand that CGMI and CGMI financial advisors have financial incentives to recommend a third party managed strategy that costs less than other available comparable strategies. Unlike the negotiable CGMI fee, the third party manager fees in the Advisory Portfolios Program are typically not negotiable. As a result, when a client selects a third party managed strategy that costs less than other available comparable strategies, CGMI financial advisors have the opportunity to negotiate a higher fee for CGMI and themselves (sometimes with a lower overall cost to the client). The opportunity to negotiate a higher CGMI management fee creates an incentive to recommend a manager that charges a lower fee than other managers offering comparable strategies at a higher cost, as a higher CGMI fee benefits both the financial advisor as well as CGMI. See Item 4.E – “Compensation” for more information about these conflicts of interest. Because the CGMI fee is negotiable, different clients pay different fee rates for the same or similar services. In addition, the compensation received by your CGMI financial advisor will vary depending on the CGMI fee rate for a client’s account. Accordingly, CGMI financial advisors will earn higher compensation where the CGMI fee applicable to a client’s account is higher. As such, the Firm and its financial advisors have an incentive NOT to negotiate fees below 2%. However, financial advisors do not earn higher compensation for particular products or programs offered by CGMI. Citi Advisor Program Services Provided The Citi Advisor Program (“Citi Advisor”) is designed to assist a client in devising and implementing a systematic investment strategy tailored to the client’s financial circumstances. Citi Advisor is offered to CPWM clients. Citi Advisor is also offered to CPB and WaW clients who enter into the AP Custom or Discretionary Bespoke programs. CPB and WaW clients who open Citi Advisor accounts through the AP Custom and Discretionary Bespoke programs will have different services and/or subject to different terms than those described below; the Citi Advisor account will be one of multiple accounts opened under the AP Custom and Discretionary Bespoke programs and, consequently, Citi Advisor services will be modified to accord with those programs. For example, a separate investment proposal just for the Citi Advisor account will not be prepared. For additional information on the AP Custom and Discretionary Bespoke programs, please see their description above under “Advisory Portfolios Program” and “Multi-Asset Class Solutions Program.” In Citi Advisor, CGMI assists the client in evaluating its investment objectives and risk tolerances and then advises the client as to investments in eligible assets (as described below). Citi Advisor is a non-discretionary Program in which investment decisions are made by the client. Neither CGMI nor any affiliated entity has any investment discretion over the client’s account. CGMI periodically provides the client with investment advice and will recommend and effect transactions in the account with the client’s prior consent. The minimum account size for Citi Advisor is detailed in Item 5 – ”Account Requirements and Types of Clients.” If assets in the account fall below the minimum account size, CGMI may, in its discretion, terminate the client’s Program Agreement and remove the account from Citi Advisor. To the extent a client determines to implement investments recommended by CGMI, the Clearing Firm will provide custody, trade execution and related services. Eligible Assets within Citi Advisor may include but are not limited to certain equity securities, fixed income securities, options on certain equity securities (where approved), mutual funds, ETFs, Unit Investment Trusts (UITs), cash and cash equivalents and 31  Certificate of Deposits (only in non-retirement accounts). Eligible assets can change from time-to-time and as specified by CGMI. CGMI may restrict certain securities in Citi Advisor which may affect the client’s ability to maintain certain assets within the program. Please consult with your CGMI financial advisor for more information on eligible and restricted securities. In addition, without notice to the client, CGMI may convert any mutual fund in an account to another share class of the same fund, generally of lower cost and typically of an advisory approved share class. In determining whether an investment manager and its corresponding investment strategies should be available to clients, CGMI reviews and considers a number of factors, including, but not limited to, the length of the track record; the performance of the funds offered; size of assets under management; and level of interest and demand among clients and CGMI financial advisors. Funds available to Citi Advisor clients are covered under the CitiFocus or Due Diligence Approved standards as described in Item 6 – “Due Diligence Evaluation in Advisory Programs.” Conflicts of Interest – Additional Compensation To the extent permitted by applicable law, CGMI receives revenue sharing payments from investment product sponsors/managers on a broad range of investments available in Program accounts. These payments create a conflict whereby CGMI has a financial incentive to recommend or invest client assets, or otherwise promote the products of investment managers that pay revenue sharing over managers that do not pay revenue sharing, as well as to recommend products from managers that pay CGMI more than other investment managers. These payments are not shared with CGMI financial advisors, which helps mitigate, but does not eliminate, the conflict. For more information, see Item 9.B.3 – “Client Referrals and Other Compensation.” Account Information Once an account is active, the client receives quarterly statements, confirmation of all transactions, and quarterly performance reports. In addition, CGMI performs a periodic review with the client, typically every 12 months, designed to assist the client in ascertaining whether the client’s objectives are being met. Fees Clients participating in Citi Advisor pay an asset-based fee to CGMI. The fee includes fees or charges of CGMI and Clearing Firm, including brokerage commissions for transactions in the account that are executed through CGMI or Clearing Firm, compensation to the client’s CGMI financial advisor, and Clearing Firm’s custodial charges. The CGMI fee is an annualized, fixed, asset-based fee of up to 2% that is negotiable based on a number of factors. The fee does not include the following: (a) any fees or charges for other services provided by CGMI, an affiliate (if applicable), Clearing Firm or third parties which are outside the scope of the client’s Program Agreement with CGMI (e.g., wire transfer fees, account transfer fees, lending fees and interest, retirement plan administration fees, trustee fees, etc.); (b) any taxes or fees or their equivalent imposed by exchanges or regulatory bodies; (c) charges, taxes, legal and other expenses associated with the Program and client accounts arising under the laws of any relevant jurisdiction; (d) fees and expenses charged by any investment funds in which the client invests; (e) certain other fees and charges described herein (see Item 4.D – “Additional Information Regarding Fees and Charges” and Item 9.B.3 – “Compensation from Funds”). Fees are normally payable quarterly in advance. Because Citi Advisor does not involve 32  investment managers unaffiliated with CGMI, CGMI retains the entire fee. Conflicts of Interest – Program Fee Structure Clients should understand that CGMI and CGMI financial advisors have financial incentives to recommend Citi Advisor over Programs that charge a CGMI manager fee and a separate, third- party portfolio manager fee because CGMI financial advisors can (i) negotiate a higher management fee for themselves, and (ii) increase assets under management; this creates conflicts of interest. Specifically, because the CGMI manager fee is negotiable and a separate third-party manager fee is not charged in Citi Advisor, CGMI financial advisors have the opportunity to negotiate a higher CGMI management due to the lower overall cost to the client than comparable Programs that charge a CGMI and third-party portfolio manager fee. Both CGMI and CGMI financial advisors benefit from these opportunities because each receives compensation based on the amount of client’s total annual CGMI fees. See Item 4.E – “Compensation” for more information about these conflicts of interest. Because the CGMI fee is negotiable, different clients pay different fee rates for the same or similar services. In addition, the compensation received by your CGMI financial advisor will vary depending on the CGMI fee rate for a client’s account. Accordingly, CGMI financial advisors will earn higher compensation where the CGMI fee applicable to a client’s account is higher. As such, the Firm and its financial advisors have an incentive NOT to negotiate fees below 2%. However, financial advisors do not earn higher compensation for particular products or programs offered by CGMI. Additional Citi Advisor Considerations Citi Advisor is not appropriate for clients who choose to execute transactions infrequently. By participating in Citi Advisor, such clients incur higher costs than they would have incurred had they opened brokerage accounts and paid brokerage commissions. CGMI will only execute transactions as instructed by the client or as permissible under the Program Agreement. Therefore, clients should assess their anticipated level of transaction activity and determine whether the Citi Advisor Program is appropriate for them in view of the overall advisory services provided and fees incurred. Citi Advisor is not appropriate for clients who want to trade independently without seeking investment advice or guidance from CGMI or routinely decline to follow CGMI investment recommendations. Investment advice and guidance provided by CGMI are key services in the Program. Excessive unsolicited trading in CGMI’s determination (for example, relative to solicited trades or not following investment recommendations) is normally indicative that Citi Advisor is no longer appropriate for a particular client and could mean that the client is not leveraging the investment advice and guidance of CGMI and could result in the termination of such client’s account from Citi Advisor. Citi Advisor is not appropriate for clients who want to maintain high levels of cash or highly concentrated positions of securities that will not be sold regardless of market conditions. Clients who continue to hold high levels of cash or highly concentrated positions of securities should understand that the value of the cash and the securities will be included when calculating the annual account fee. This will result in the clients paying a higher fee to CGMI than they would have if they held the excess cash or securities in a brokerage account that charge fees based on transactions instead of charging asset-based fees. Citi Portfolio Manager Program 33  The Citi Portfolio Manager Program (“PMP”) offers discretionary, individualized management services to clients. The minimum account size for PMP is detailed in Item 5 – ”Account Requirements and Types of Clients.” Services Provided PMP is administered and overseen by CGMI’s advisory personnel with certain oversight from CGMI. PMP accounts are managed by selected CGMI advisers who meet certain qualifications for investment analysis and portfolio management (referred to as a “PMP portfolio manager”). Each PMP portfolio manager assists his or her client in determining investment objectives, and then manages the client’s account on a discretionary basis in a manner consistent with those objectives. To become approved as a PMP portfolio manager, CGMI financial advisors must have internal sponsorship and meet certain criteria used by CGMI in its evaluation of potential candidates. Such criteria typically involve a review of various factors including the nature and length of experience in the securities industry; licensing and compliance history; and prior annual independent production amounts. CGMI generally requires a prescribed minimum number of accounts and amount of PMP assets under management (“AUM”) for PMP portfolio managers to remain in PMP, and it reserves the right to remove them from PMP if the number of accounts or AUM falls below these thresholds. This requirement creates an incentive for the PMP portfolio managers to recommend PMP (over other Programs) so that they are able to meet the minimum number of accounts and AUM thresholds. In managing client accounts, the PMP portfolio manager is subject to certain guidelines relating to security diversification and approval of securities (including mutual funds and ETFs) that may be purchased for PMP accounts. Limited types of options transactions (including covered options writing and protective put buying) also may be conducted. From time to time, a PMP portfolio manager may terminate his or her employment with CGMI or be unable temporarily or permanently to render investment services to his or her PMP accounts. In that event, CGMI will, in its sole discretion, either assign a new PMP portfolio manager to an affected account (on a temporary or permanent basis) or notify the client that a new PMP portfolio manager will not be assigned and terminate the Program Agreement associated with the account. Because the departure or incapacity of a PMP portfolio manager can occur without advance warning, clients should understand they could be faced with an immediate need to find alternative arrangements for managing assets held in terminated accounts. Conflicts of Interest – Additional Compensation To the extent permitted by applicable law, CGMI receives revenue sharing payments from investment product sponsors/managers on a broad range of investments available in Program accounts. These payments create a conflict whereby CGMI has a financial incentive to recommend or invest client assets, or otherwise promote the products of investment managers that pay revenue sharing over managers that do not pay revenue sharing, as well as to recommend products from managers that pay CGMI more than other investment managers. These payments are not shared with CGMI financial advisors, which helps mitigate, but does not eliminate, the conflict. For more information, see Item 9.B.3 – “Client Referrals and Other Compensation.” Account Information CGMI (either directly or indirectly) confirms all transactions executed through CGMI or 34  Clearing Firm and provides confirmations of all transactions and account statements at least quarterly. Clients may elect to receive information about trading allocations in their periodic statements in lieu of receiving individual confirmations following each transaction. Once an account is active, the client receives a report of the account’s performance periodically. Clients also receive mutual fund and ETF prospectuses for the funds in which they invest. In addition, CGMI performs a periodic review with the client, including of the account’s performance, typically every 12 months, designed to assist the client in ascertaining whether the client’s objectives are being met. In PMP, a client may request in writing that certain specified securities not be purchased for his or her account. Also, a client generally may specify that certain categories of securities are not to be purchased. In this event, CGMI will determine in its sole discretion whether a security will be treated as within the restricted category. In making this determination, CGMI may rely on outside sources, such as standard industry codes and categories provided by Clearing Firm. CGMI will reject any restriction it believes it cannot effectively implement or monitor. Trade Allocations If a PMP portfolio manager believes that the purchase or sale of a security is in the best interests of more than one client, he/she may, but is not obligated to, aggregate the securities to be sold or purchased to obtain favorable execution to the extent permitted by applicable law and regulations. In such event, the transactions will be allocated by the PMP portfolio manager according to a policy designed to ensure that such allocation is equitable and consistent with the PMP portfolio manager’s fiduciary duty to its clients. These methods include, among others, pro rata allocation and random allocation. The allocation method used in a particular transaction may vary, depending upon various factors, including the type of investment, the number of shares purchased or sold, the size of the account, and the amount of available cash or the size of an existing position in an account. Pursuant to these methods, aggregated orders are averaged as to price. There may be circumstances in which a PMP portfolio manager or a CGMI-affiliated investment manager does not aggregate trades and thereby does not obtain a lower mark-up or mark-down that may have been available. Fees Clients participating in PMP pay CGMI an asset-based fee. The fee includes fees or charges of CGMI and Clearing Firm, including brokerage commissions for trades executed at CGMI or Clearing Firm, compensation to the client’s CGMI financial advisor (i.e., PMP portfolio manager), and Clearing Firm’s custodial charges. The CGMI fee is an annualized, fixed, asset-based fee of up to 2% that is negotiable based on a number of factors. The fee does not include the following: (a) fees or charges for other services provided by CGMI, an affiliate (if applicable), Clearing Firm or third parties that are outside the scope of the client’s Program Agreement with CGMI (e.g., wire transfer fees, account transfer fees, lending fees and interest, retirement plan administration fees, trustee fees, etc.); (b) any taxes or fees or their equivalent imposed by exchanges or regulatory bodies; (c) fees and expenses charged by the mutual funds and ETFs in which the client invests; and (d) certain other fees and charges described herein. For more information relating to fees, see Item 4.A.5.C – “Additional Information Regarding Fees and Charges” and Item 9.B.3 – “Compensation from Funds.” Fees are normally payable quarterly in advance. Because PMP does not involve investment managers unaffiliated with CGMI, CGMI retains the entire fee. Conflicts of Interest – Program Fee Structure Clients should understand that CGMI and CGMI financial advisors have a financial incentive 35  to recommend PMP over Programs that charge a CGMI manager fee and separate, third- party portfolio manager fee because CGMI financial advisors can (i) negotiate a higher management fee for the Firm, and thus themselves, and (ii) increase assets under management; this creates conflicts of interest. Specifically, because the CGMI manager fee is negotiable and a separate third-party manager fee is not charged in PMP, CGMI financial advisors have the opportunity to negotiate a higher CGMI management fee due to the lower overall cost to the client than comparable Programs that charge a CGMI and third- party portfolio manager fee. Both CGMI and the CGMI financial advisors benefit from these opportunities because each receives compensation based on the amount of the client’s total annual CGMI fees. Because the CGMI fee is negotiable, different clients pay different fee rates for the same or similar services. In addition, the compensation received by your CGMI financial advisor will vary depending on the CGMI fee rate for a client’s account. Accordingly, CGMI financial advisors will earn higher compensation where the CGMI fee applicable to a client’s account is higher. As such, the Firm and its financial advisors have an incentive NOT to negotiate fees below 2%. However, financial advisors do not earn higher compensation for particular products or programs offered by CGMI. See Item 4.E– “Compensation” for more information about these conflicts of interest. Model Allocations Portfolios Program The Model Allocations Portfolios Program (“MAP”) is available only to non-U.S. clients. Clients select a third-party investment manager to make investment recommendations in accordance with defined asset allocation models that are designed by the investment manager and updated from time to time. Clearing Firm provides custody services for client accounts and also provides trade execution and related services to implement the investments recommended by the asset allocation models. The asset allocation models consist of portfolios of offshore mutual funds and/or offshore ETFs. Such funds pursue equity, balanced and multi-style strategies, or fixed income strategies, among other strategies. Note that beginning this year, third-party investment managers may also include exposure to digital asset investment products within the asset allocation models. The minimum account size for MAP is detailed in Item 5 – ”Account Requirements and Types of Clients,” but may be reduced for certain clients at CGMI’s discretion. Services Provided In MAP, the client’s financial advisor assists the client in the review and evaluation of investment objectives. The client then selects an investment manager and an asset allocation model designed by the investment manager. Each model offered through MAP represents a different asset allocation that is tailored to a different investment objective/risk tolerance. The investment managers are responsible for setting the asset allocation strategy of the models they design, selecting the underlying investment holdings of the models, and recommending adjustments to the models and their underlying investments from time to time. The asset classes and underlying investments prescribed by a model are therefore subject to change. The client enters into a Program Agreement with CGMI under which the client authorizes CGMI to direct the purchase and sale of securities for the client’s account in accordance with the asset allocation model that the client selects. The investment manager delivers the model to CGMI, and CGMI delivers the model to Clearing Firm. Upon receipt of the model, Clearing Firm executes transactions for the client’s account in the recommended securities, subject to any reasonable investment restrictions that the client imposes. Should the investment manager recommend a mutual fund for which CGMI has no distribution agreement, CGMI will request that the investment manager find a substitute 36  fund and if no substitute fund is immediately recommended by the investment manager, CGMI will hold the allocation to the unavailable fund in cash or cash equivalents until a fund for which CGMI has a distribution agreement is recommended. CGMI separately contracts with the investment managers concerning the terms of their participation in MAP. The investment managers do not serve as investment advisers to the clients who participate in MAP. Instead, each investment manager serves as an investment adviser to CGMI, and CGMI serves as an investment adviser to the clients. Evaluation and Selection of Investment Strategies CGMI will recommend an investment manager and an asset allocation model for the client’s account, based on the client’s individual objectives and circumstances, but the actual selection of the investment manager and model are entirely up to the client, subject to the exception described below. The asset allocation models offered in MAP are based on investment strategies designed by the investment managers. Each investment strategy offered in MAP must meet the Due Diligence Approved standard (see Item 6 – “Due Diligence Evaluation in Advisory Programs”). In the event that CGMI determines that an investment strategy on which a client’s asset allocation model is based is no longer approved for MAP (i) a replacement investment strategy and a corresponding model will be selected by the client (or, if the client fails to make a selection, by CGMI) from recommendations provided by CGMI or (ii) the client’s Program Agreement will automatically terminate upon a date selected by CGMI and communicated to the client with reasonable advance notice. In the event the client wishes to continue to have its account managed in accordance with a model that is designed based on an investment strategy that is no longer approved for MAP, CGMI will (a) make no further representations concerning the investment strategy and corresponding model, (b) not assume any liability for any loss, claim, damage or expense attributable to the client’s decision and (c) cease evaluating and making any representations regarding the investment strategy and corresponding model. Before a new investment strategy is selected for the client’s account and the client’s assets are transferred from one model to another, CGMI will attempt to obtain the client’s oral or written consent but will not be required to obtain such consent prior to effecting the transfer. CGMI maintains a “Watch” policy for investment strategies that have been approved for MAP. CGMI’s Watch policy is more fully described in Item 6 – “Due Diligence Evaluation in Advisory Programs.” A Watch status may, but is not certain to, result in a change of the investment strategy’s recommended status. Additionally, notwithstanding the foregoing, if (i) the amount in a client’s account that is invested according to an asset allocation model falls below the specified minimum for such model (due to rebalancing, market activity or any other reason) or (ii) the client’s investment manager elects to terminate its investment advisory relationship with CGMI, CGMI may (without further consent from client) transfer the client’s assets to another appropriate model and/or investment for which the client’s account qualifies. Conflicts of Interest – Additional Compensation To the extent permitted by applicable law, CGMI receives revenue sharing payments from investment product sponsors/managers on a broad range of investments available in Program accounts. These payments create a conflict whereby CGMI has a financial incentive to recommend or invest client assets, or otherwise promote the products of investment managers that pay revenue sharing over managers that do not pay revenue sharing, as well as to recommend products from managers that pay CGMI more than other 37  investment managers. These payments are not shared with CGMI financial advisors, which helps mitigate, but does not eliminate, the conflict. For more information, see Item 9.B.3 – “Client Referrals and Other Compensation.” Services of Clearing Firm Clearing Firm executes transactions for the client’s account in accordance with the model designed by the investment manager, subject to any reasonable investment restrictions that the client has imposed. Clearing Firm also performs clearance and settlement services on behalf of the client’s account. Some or all transactions effected by Clearing Firm for the client’s account may be aggregated with transactions for other clients of an investment manager, CGMI, Clearing Firm or one of their respective affiliates and may be subsequently allocated to the client’s account at an average price. Clearing Firm also may from time to time and at its discretion act as principal (to the extent permitted by law) with respect to aggregated orders that result in allocations to the client’s account at an average price. The client’s confirmations will identify when a transaction was effected at an average price, the average price at which it was effected, and if so, whether Clearing Firm acted as principal or agent for the transaction. When a transaction for the client’s account is aggregated with transactions effected for other accounts, the price at which the aggregated transaction is effected may be less favorable for the client’s account than would be the case if the relevant security or other financial product was transacted for the client’s account individually. Clearing Firm maintains policies and procedures designed to ensure that aggregated transactions are effected and allocated on a fair and equitable basis. Account Information CGMI (either directly or indirectly) confirms all transactions executed for the account and provides account statements at least quarterly. Clients may elect to receive information about transactions in their periodic statements in lieu of receiving individual confirmations following each transaction. Clients also periodically receive a “Performance Review,” which is a statistical review and analysis of the account. Clients also receive mutual fund prospectuses for the funds in which they invest, unless they delegate their rights to receive prospectuses to CGMI. In addition, CGMI performs a periodic review with the client, typically every 12 months, designed to assist the client in ascertaining whether the client’s objectives are being met. Fees Clients participating in MAP pay CGMI an asset-based fee. The fee includes fees or charges of CGMI and Clearing Firm, including brokerage commissions for trades executed at CGMI or Clearing Firm, compensation to the client’s CGMI financial advisor, Clearing Firm’s custodial charges and fees of the investment manager that the client selects. The CGMI fee is an annualized, fixed, asset-based fee of up to 2% that is negotiable based on a number of factors. The fee does not include the following: (a) any fees or charges for other services provided by CGMI, an affiliate (if applicable), Clearing Firm or third parties that are outside the scope of the client’s Program Agreement with CGMI (e.g., wire transfer fees, account transfer fees, lending fees and interest, retirement plan administration fees, trustee fees, etc.); (b) any taxes or fees or their equivalent imposed by exchanges or regulatory bodies; (c) fees and expenses charged by the mutual funds and ETFs in which the client invests; and (d) certain other fees and charges described herein. For more information relating to fees, see Item 4.D – “Additional Information Regarding Fees and Charges” and Item 9.B.3 – “Compensation from Funds.” 38  Fees are generally payable quarterly in advance. CGMI pays a portion of the asset-based fees it receives from clients to Clearing Firm. Currently, CGMI does not pay any fees to the investment managers. The investment manager fees are subject to change without notice. Conflicts of Interest – Program Fee Structure CGMI has an incentive to negotiate for lower third-party investment manager fees and to recommend investment managers that are paid comparatively less than other managers, because the lower the investment manager fees, the greater the portion of the client’s fee that CGMI retains for itself. Because the CGMI fee is negotiable, different clients pay different fee rates for the same or similar services. In addition, the compensation received by your CGMI financial advisor will vary depending on the CGMI fee rate for a client’s account. Accordingly, CGMI financial advisors will earn higher compensation where the CGMI fee applicable to a client’s account is higher. As such, the Firm and its financial advisors have an incentive NOT to negotiate fees below 2%. However, financial advisors do not earn higher compensation for particular products or programs offered by CGMI. One of the factors used to determine CGMI financial advisors’ compensation is the size of the client’s total annual fee. See Item 4.E – “Compensation” regarding the conflicts of interest presented by CGMI adviser compensation and how CGMI addresses those conflicts. Dynamic Allocation Portfolios – UMA Program The Dynamic Allocation Portfolios – UMA Program (“DAP”) is a “unified managed account” Program. In DAP, CGMI acts as a discretionary or non-discretionary investment adviser (at client’s election) to assist clients in establishing and/or reviewing investment objectives and selecting a portfolio. DAP is offered exclusively to CPWM clients. The portfolio is generally implemented by the Overlay Manager and is comprised of some or all of the following: (i) mutual funds; (ii) ETFs; (iii) separately managed accounts; and/or (iv) other investments depending on client’s investment needs. See Item 4.A.5 –“Implementation and Transaction Services” and Item 4.A.5 – “Aggregation of Trade Orders and Trade Allocation” for more information on portfolio implementation and overlay services provided by the Overlay Manager. The minimum account size for DAP is detailed in Item 5 – ”Account Requirements and Types of Clients.” Services Provided In DAP, CGMI assists the client in the establishment and/or review of the client’s investment objectives and financial circumstances. CGMI and the client then select a portfolio based on the client’s investment objectives. A portfolio is a multi-style investment approach that allocates assets to specific investment strategies. To construct the portfolio, CGMI and the client will select an asset allocation investment model (a “Model”). The Model will be either (i) a Model selected by the client from among investment models pre- defined by CGMI (referred to herein as a “pre-defined” Model) or (ii) a Model defined by client (referred to herein as a “custom” Model, where the Model will be comprised of one or more asset classes). With respect to portfolio construction, CGMI will offer one or more of each of the following investment products for each asset class included in a Model: mutual funds, ETFs, separately managed accounts, and/or other investments depending on the client’s investment needs. Third-party investment managers may also include exposure to digital asset investment products within the Models which poses unique risks. See Item 6 – “Methods of Analysis, Investment Strategies and Risk of Loss – Digital Asset Investment 39  Products Risks.” Clearing Firm provides custody services with respect to client accounts, and both CGMI and Clearing Firm provide execution and related services. Pre-Defined Model Each of the available pre-defined Models represents a different asset allocation appropriate for a different investment objective/risk tolerance. All asset allocations established for a Model are developed by first starting with a traditional baseline based on the relevant investment objective/risk tolerance. Then, strategic asset allocation concepts are applied by looking ahead ten (10) years to determine how each asset class should be weighted in the Model to reflect its long-term economic and market forecast. Finally, tactical asset allocation concepts are applied by looking ahead three (3) to twelve (12) months to determine how to shift asset allocation weightings to reflect short-term economic and market forecasts. The asset allocations established reflect many variables. CGMI reviews the asset allocation for the portfolios generally on a monthly basis and makes portfolio adjustments, as needed, though changes may be made more frequently in unusual market or economic circumstances or following under performance or over performance of a particular portfolio or investment. Changes in the asset allocation will likely result in transactions in a client portfolio, and these transactions could have tax consequences for a client account. CGMI will work with the client to construct the portfolio by selecting one or more investments for each asset class comprising the Model. CPWM clients alternatively may elect to have CGMI construct the portfolio (such election being referred to as “Adviser Discretion” and the CGMI adviser, in such capacity, referred to as the “Discretionary Adviser”). In the case where a client elects Adviser Discretion, the client grants CGMI, acting primarily through the Discretionary Adviser, discretion to select investments comprising the portfolio. Custom Model In the event that the client selects a “custom” Model, the client will establish an initial asset allocation for the Model and will advise CGMI (verbally or in writing) of any changes to the asset allocation that the client deems appropriate. CGMI will not pre-define the Model and CGMI will not set or adjust the asset allocation for the Model. CPWM clients may also elect Adviser Discretion, in which case, the Discretionary Adviser will define the Model by setting and adjusting the asset allocation from time to time as the Discretionary Adviser deems appropriate. In either case, changes in the asset allocation will likely result in transactions in a client portfolio, and these transactions could have tax consequences for a client account. The client and CGMI or the Discretionary Adviser (in cases where the client has elected Adviser Discretion) will construct the portfolio by selecting one or more investments for each asset class comprising the Model. Investment Manager CGMI generally will invest and re-invest the assets in each client portfolio in accordance with the Model, except that in certain strategies, third-party investment managers may be granted responsibility by CGMI on your behalf (and with your consent for non-discretionary accounts) to implement investment decisions directly by placing orders for the execution of transactions (such investment managers are referred to herein as “executing” investment managers). In the Program Agreement, the client authorizes each investment manager to act as its investment adviser and to exercise discretion to select securities for the account by either (i) implementing its investment decisions directly (in the case of executing 40  investment managers) or (ii) delivering a model portfolio to CGMI for implementation and overlay services (in the case of all other investment managers). By electing Adviser Discretion or by selecting an SMA recommended by CGMI, the client directs CGMI to contract on the client’s behalf with each of the investment managers that are responsible for providing a model portfolio to CGMI or for implementing investment decisions directly with respect to designated asset classes for the client. CGMI will seek to invest the client’s portfolio in a manner consistent with the Model and investment products selected by the client (or selected by the Discretionary Adviser in the case of discretionary accounts) and the model portfolio provided by any applicable investment manager, as qualified by any reasonable client restrictions. Periodically, the CGMI will rebalance the client’s account in accordance with its rebalancing protocol. The rebalancing of the account by CGMI could have tax consequences for a client account. See Item 4.A.5 – “Implementation and Transaction Services” and Item 4.A.5 –“Aggregation of Trade Orders and Trade Allocation” for more information on portfolio implementation and overlay services which are currently provided by CGMI. Investment Product Selection Investment managers and mutual funds recommended or included as an investment product in DAP must meet the CitiFocus or Due Diligence Approved standard, and each ETF included as an investment product in DAP must meet the relevant due diligence guidelines according to CGMI due diligence procedures (see Item 6 – “Due Diligence Evaluation in Advisory Programs”). Unless the client has selected Adviser Discretion, if CGMI determines that an investment manager or investment product previously recommended for the client no longer meets the applicable standard and is therefore no longer approved for DAP, either (i) a replacement manager or product will be selected by the client from recommendations provided by CGMI, or (ii) the client’s Program Agreement will automatically terminate upon a date selected by CGMI and communicated to the client with reasonable advance notice. Before a client’s assets are transferred from one investment manager to a replacement investment manager, CGMI will seek the client’s oral or written consent, which may be obtained through a notice/negative consent process. With respect to clients who have selected Adviser Discretion, the Discretionary Adviser will exercise discretion in selecting a replacement manager or product. If (i) the amount in an investment product or Model in a client’s portfolio falls below the minimum for that investment product or Model (due to rebalancing, market activity or any other reason) or (ii) an investment manager elects to terminate its investment advisory relationship with client, CGMI may recommend (or, if the account is discretionary, select without further input from client) to another appropriate investment product or Model, which investment product or Model has a minimum investment for which the portfolio qualifies. CGMI undertakes periodic reviews of a broad range of factors to determine whether each mutual fund, ETF and investment manager remains appropriate for clients given their selected Model. Factors considered include investment performance, staffing, operational and compliance issues and financial condition. Conflicts of Interest – Additional Compensation To the extent permitted by applicable law, CGMI receives revenue sharing payments from investment product sponsors/managers on a broad range of investments available in Program accounts. These payments create a conflict whereby CGMI has a financial 41  incentive to recommend or invest client assets, or otherwise promote the products of investment managers that pay revenue sharing over managers that do not pay revenue sharing, as well as to recommend products from managers that pay CGMI more than other investment managers. These payments are not shared with CGMI financial advisors, which helps mitigate, but does not eliminate, the conflict. For more information, see Item 9.B.3 – “Client Referrals and Other Compensation.” Account Information CGMI (either directly or indirectly) confirms all transactions executed through CGMI or Clearing Firm and provides account statements at least quarterly. Clients may elect to receive information about transactions in their periodic statements in lieu of receiving individual confirmations following each transaction. Once an account is active, the client receives a report of the account’s performance on a quarterly basis. Clients also receive mutual fund and ETF prospectuses for the funds in which they invest. In addition, CGMI performs a periodic review with the client, typically every 12 months, designed to assist the client in ascertaining whether the client’s objectives are being met. Fees Clients participating in DAP pay an asset-based fee to CGMI for its services (the “CGMI Fee”) as well as a separate fee to any SMA managers for their services (each, an “SMA Fee”). The CGMI Fee includes fees or charges of CGMI and Clearing Firm, including brokerage commissions for trades executed at CGMI and/or Clearing Firm, compensation to the client’s CGMI financial advisor and Clearing Firm’s custodial charges. The CGMI fee is an annualized, fixed, asset-based fee of up to 2% that is negotiable based on a number of factors. The CGMI Fee does not include the following: (a) any fees or charges for other services provided by CGMI, an affiliate (if applicable), Clearing Firm or third parties which are outside the scope of the client’s Program Agreement with CGMI (e.g., wire transfer fees, account transfer fees, lending fees and interest, retirement plan administration fees, trustee fees, etc.); (b) fees or charges of any of the investment managers selected to manage the client’s assets within an advisory program; (c) any taxes or fees or their equivalent imposed by exchanges or regulatory bodies; (d) brokerage commissions, mark- ups, mark-downs, spreads and other fees and charges imposed when CGMI or an investment manager chooses to effect securities transactions with or through a broker- dealer other than CGMI or Clearing Firm; (e) fees and expenses charged by any investment funds in which the client invests; and (f) certain other fees and charges described herein. See Item 4.D – “Additional Information Regarding Fees and Charges” and Item 9.B.3 – “Compensation from Funds.” Fees generally are payable quarterly in advance. As indicated above, the SMA Fees are investment manager fees (for separately managed accounts) that are separate from the CGMI Fee charged by CGMI. They are generally not negotiable, other than very large accounts. The SMA Fees are asset-based annual fees generally ranging from 0.10% to 0.35% for fixed income only strategies, and from 0.25% to 0.50% for other strategies. SMA Fees for specific strategies are provided to clients prior to investing through the Program. The fees set forth herein are subject to change. Conflicts of Interest – Program Fee Structure When a client (or Discretionary Adviser in the case of a discretionary account) selects a third-party managed strategy (or fund/ETF) that costs less than other available comparable strategies, CGMI financial advisors have the opportunity to negotiate a higher 42  fee for the Firm, and thus themselves (sometimes with a lower overall cost to the client). The opportunity to negotiate a higher CGMI management fee creates an incentive for the financial advisor to recommend a third party manager/product that charges a lower fee than other managers offering comparable strategies at a higher cost, as a higher CGMI management fee benefits both the financial advisor as well as CGMI. Because the CGMI fee is negotiable, different clients pay different fee rates for the same or similar services. In addition, the compensation received by your CGMI financial advisor will vary depending on the CGMI Fee rate for a client’s account. Accordingly, CGMI financial advisors will earn higher compensation where the CGMI Fee applicable to a client’s account is higher. As such, the Firm and its financial advisors have an incentive NOT to negotiate CGMI Fees below 2%. However, financial advisors do not earn higher compensation for particular products or programs offered by CGMI. A.5. All Programs CGMI Restricted in its Ability to Trade or Provide Certain Advice To comply with applicable regulatory requirements, there are time periods during which CGMI is not permitted to initiate or recommend certain types of transactions in the securities of issuers for which CGMI is performing investment banking services. In particular, when CGMI is engaged in an underwriting syndication or other distribution of corporate or municipal securities, CGMI could be prohibited from purchasing or recommending the purchase of certain securities of an issuer for its clients. Notwithstanding the circumstances described above, a client, on its own initiative, may in some circumstances direct CGMI to place orders for specific securities in the client’s account. From time to time, restrictions are imposed by CGMI to address the potential for self- dealing by CGMI and conflicts of interest that arise in connection with CGMI’s broker-dealer and investment banking businesses. CGMI has adopted various procedures to guard against insider trading that include an “Information Barrier” procedure, pursuant to which information known within one area of CGMI (e.g., investment banking) is not permitted to be distributed to other areas (e.g., investment advisory), and the use of a restricted list and various other monitoring lists. These investment banking or other activities will from time to time compel CGMI or its affiliates to forgo investing in (or liquidating) the securities of companies with which these relationships exist. This may adversely impact the investment performance of a client’s account. Citigroup securities or obligations will not be directly held in an account. Citigroup securities or obligations could, however, be included in the investment funds purchased for an account. None of CGMI and its affiliates, Clearing Firm or investment managers are obligated to effect any transaction for a client’s account which they believe would be violative of any applicable state or federal law, rule or regulation, or of the rules or regulations of any regulatory or self- regulatory body, or any of their applicable policies or procedures. CGMI Giving Conflicting Advice or Trading Differently for Itself than on behalf of Client’s Accounts; Advice or Action Taken Differing Among Clients CGMI or an affiliate could recommend securities in which CGMI or such affiliate directly or indirectly has a financial interest; CGMI or an affiliate can also buy and sell securities that are recommended to clients for purchase and sale. Thus, a client can hold securities in which CGMI or an affiliate, makes a market or in which CGMI or an affiliate, or officers or employees of CGMI or such affiliate also have investments. Moreover, CGMI and its 43  affiliates advise or take action for themselves differently than for CGMI clients. In performing its duties to certain Program clients, CGMI also provides advice and take action that differs from advice given, or the timing and nature of action taken, for other clients’ accounts. When CGMI financial advisors purchase or sell certain securities for their own accounts on the same day that transactions in such securities are effected for client accounts, the price paid or realized by the CGMI financial advisors generally is not more advantageous than the price at which the client transactions are effected. For more information on CGMI’s personal trading policy, see Item 9.B.1 – “Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading.” Implementation and Transaction Services With respect to the Programs where CGMI is responsible for trade execution on behalf of client accounts, CGMI generally will execute securities transactions through Clearing Firm, subject to CGMI’s obligation to seek best execution. While it is possible that clients may be able to obtain better prices for transactions if such trades were executed with broker- dealers other than Clearing Firm, CGMI has adopted an oversight process to monitor Clearing Firm’s execution quality, among other factors, to ensure CGMI’s handling of client transactions is consistent with its best execution obligation. The wrap fee includes brokerage commissions when trades are executed through CGMI or Clearing Firm. In CGMI’s sole discretion, at any time and for any reason, CGMI may engage an alternative broker-dealer to execute transactions for Client’s account. If there is a disruption in the services provided by Clearing Firm for any reason, CGMI or an affiliate may execute transactions for the account during the period of the disruption. This may impact account performance. CGMI provides some or all of the following portfolio implementation services in these wrap Programs. These services are commonly referred to as overlay services or acting in an overlay manager capacity: • implementing investment instructions furnished to CGMI by investment managers concerning the securities to be purchased or sold for client accounts; • placing orders for and arranging for the purchase or sale of securities with Clearing Firm; rebalancing client accounts among two or more investment styles; • • coordinating the disposition of a client account’s non-investment model holdings to facilitate the investment of proceeds into the model holdings of the investment managers; • implementing reasonable restrictions imposed by a client on the management of the client’s account; and • managing client accounts consistent with asset allocation and asset class selections made by clients. In engaging a third party model manager to participate in its MACS UMA, MACS Citi Active Allocation, MAP, DAP and AP Core Programs, CGMI will seek assurances that the model manager will communicate model changes to CGMI in accordance with procedures that are designed to be fair and equitable to Program clients in relation to other clients of the model manager. Such procedures could include a rotation process or the simultaneous transmission of model change information to multiple venues, or a combination of both. In the case of simultaneous transmission, where multiple managers will end up competing in the marketplace to place orders to implement model change information, this competition has the potential to negatively impact all clients invested in the model, though competition 44  concerns are mitigated where the securities involved have significant trading volume and high liquidity. Program clients could be negatively impacted by such timing differences. Where a rotation process is used by the model manager, model changes can be communicated to CGMI with respect to a Program account trade after the model manager has sent the model changes to other venues. If orders for the model changes have been filled at other venues prior to CGMI’s implementation and the market price has increased, the Program account will not receive as favorable a price and the rotation process will negatively impact the performance of the Program account. Ultimately, it is the investment manager’s responsibility to ensure that the clients are treated fairly and equitably in the transmission of model change information. Aggregation of Trade Orders and Trade Allocation CGMI generally will seek to aggregate trades that are driven by a change in the investment model of an underlying investment manager and that need to be affected on behalf of multiple client accounts. Aggregated transactions effected each day are averaged as to price. An aggregated transaction will typically be allocated by CGMI among participating accounts on a pro rata basis but may be allocated among accounts according to one or more other methods designed to ensure that the allocation is fair and equitable to all clients. In particular, when a transaction order is partially filled and the total amount filled does not allow for a pro rata allocation of securities to all accounts or does not allow for a meaningful allocation of securities to all accounts, CGMI allocates the partially filled order on a random basis as determined by the CGMI’s trading system. This method generally will be used by CGMI only after consulting with and seeking direction or agreement from the portfolio management team at the applicable investment manager. Where an aggregated order covers clients in multiple Programs, the securities generally are allocated to the Programs participating in the order on a pro rata basis. The securities are then allocated to clients within each Program following one of the accepted trade allocation methods. CGMI does not consider account performance or fee structure in making investment opportunity allocation decisions. Managed accounts in which CGMI personnel have an interest are aggregated with orders for other accounts and are treated in the same manner in accordance with these procedures. Wash Sales CGMI will seek to prevent certain wash sale violations. If a security is sold at a loss, the security will not be reacquired for a separate account “sleeve” of the client account within thirty (30) days after the date of sale. If the sold security is, or after the sale becomes, a model security, such security will be purchased for the client account only after such thirty (30) day period expires. During the tax loss selling periods, CGMI will seek to invest the sale proceeds in an ETF representing a broad portion of the applicable security market (which is predominantly or wholly U.S.). In the event that an ETF cannot be purchased without violating wash sale rules, the sale proceeds will remain in cash. Thirty-one (31) days after the sale, CGMI will sell any such ETF and invest the proceeds in the model security originally sold at a loss. Trading Practices of Third Party Investment Managers With respect to the Programs in which a third party investment manager executes transactions on behalf of client accounts, the investment manager is obligated to seek the best net results (price, research, and execution) for transactions undertaken for each client. In seeking best execution for equity securities and other instruments traded in the “agency” markets (typically those executed through an exchange, to which orders are directed by a broker-dealer acting as agent for a client), the investment manager may 45  direct orders to CGMI or Clearing Firm. The client will not pay CGMI or Clearing Firm any commissions in connection with these transactions. Alternatively, the investment manager in its discretion may direct agency trades to other broker-dealers that are unaffiliated with CGMI or Clearing Firm, in which case the unaffiliated broker-dealers will “step-out” the trades to CGMI or Clearing Firm (as applicable) for clearance and settlement. This practice is sometimes referred to as “trading away.” In these instances, the client will bear the cost of any commissions, mark-ups, or mark-downs charged by the executing broker-dealer, and these trading related costs are in addition to the client’s Program fee. Such trading related costs will be included in the net price of the security and will adversely impact investment performance. They are not reflected as a separate charge on client confirmations or account statements. Although certain investment managers in the Programs described above execute a substantial percentage of transactions for clients with CGMI or Clearing Firm, such investment managers are permitted to trade away. Past practices are not necessarily indicative of current or future practices and it is possible that these investment managers will trade away more frequently and at higher cost in the future. Other investment managers direct a high percentage, if not all, of their trades to outside broker-dealers. The extent to which an investment manager trades away from CGMI or Pershing increases the client’s total cost of investing in a Program. Investment managers that elect to trade away will be more costly to clients than those investment managers that trade exclusively or primarily with CGMI or Pershing. Due to these additional trading related costs being reflected in the net price of the transaction, clients are encouraged to review the historical performance of investment managers that trade away to assess the impact of these additional costs. CGMI has collected information about the trade away practices of the investment managers that participate in the Programs. This information is available at https://www.privatebank.citibank.com/adv. Clients should review this information and carefully consider any additional trading costs that may be incurred as part of the client decision in selecting or continuing to retain an investment manager. Information about trade away practices is based solely upon information provided to CGMI by the investment managers. Such information has not been independently verified by CGMI and CGMI does not make any representations as to its accuracy. Investment managers also have arrangements with one or more broker-dealers that are not affiliated with the investment manager, CGMI or Clearing Firm (the “Step-Out Broker”), pursuant to which (i) the investment manager may direct a block of trades (which block may include trades for Program accounts and Other Accounts) to the Step-Out Broker, (ii) the Step- Out Broker will execute these blocks of trades at no commission, and (iii) the Step-Out Broker will “step-out” the trades for Program accounts to CGMI or Clearing Firm for clearance and settlement. Similarly, the investment manager may direct a block of trades (which block may include trades for Program accounts and Other Accounts) to CGMI or Clearing Firm for execution, in which event CGMI or Clearing Firm may execute these blocks of trades at no commission and “step-out” the Other Account trades to other broker-dealers for clearance and settlement. Even where Step-Out Brokers, CGMI and Clearing Firm execute these trades at no commission, they obtain a benefit from executing the block trades, as a result of the increased trading volume attributable to these blocks. An investment manager that places block trades at or about the same time the investment manager (or any sub-adviser responsible for the underlying investment decision) places block or other trades for the same securities on behalf of mutual funds, institutional separate accounts or other investment management clients of such investment manager or sub-adviser, could result in a market impact for the securities traded. The investment manager will engage in these “step-out” transactions, but only 46  where the investment manager has determined that doing so is consistent with its obligation to seek best execution for clients. Certain securities, such as over-the-counter (including NASDAQ-traded) stocks and fixed income securities, are primarily traded in “dealer” markets. In such markets, securities are directly purchased from or sold to a financial institution acting as a dealer or “principal.” Principal trades are executed on a “net” basis, with the net price paid or received by the client reflecting any trading profit retained or loss incurred by the dealer executing the transaction as well as any mark-up or mark-down over or under the reported execution price. Principal trades are not placed through CGMI. Mutual Fund Share Classes; Comparable ETFs Certain mutual funds offer only one class of shares, while other mutual funds offer multiple share classes that are available for investment based upon certain eligibility and/or purchase requirements. Mutual funds often permit the conversion or exchange of shares from one class to another, subject to certain conditions as determined by the applicable fund. If a client contributes or holds mutual fund shares that are deemed ineligible for the Program in which the client participates, such shares will be exchanged, if feasible, into a class of shares of the same mutual fund for which the Program is eligible, typically lower cost institutional share classes. With respect to mutual funds available to clients, on an annual basis, CGMI requests information from the fund managers to identify whether ETF products that offer the same investment portfolio to clients (potentially at a lower cost) are available. Where a fund manager sponsors a mutual fund/ETF product pair, CGMI considers factors such as cost, tax efficiency and liquidity on a case-by-case basis to determine whether one or both products should be available in the Programs. See Item 6 – “Portfolio Manager Selection and Due Diligence Evaluation in Advisory Programs” for more information about how CGMI evaluates mutual funds and ETFs. Upon termination of a client’s Program Agreement or the transfer of mutual fund shares out of the account into a CGMI retail brokerage account, CGMI may convert any I shares, FI shares, advisory, and/or other shares of any mutual fund to the corresponding mutual fund’s non-advisory share classes, which generally have higher operating expenses than the corresponding FI, I, and advisory share classes, which would negatively impact investment performance. “Mutual Fund Classes and CGMI Compensation” Additional information about mutual fund share classes is available online in a guide at: titled Share http://www.citi.com/investorinfo. Costs Associated with ETFs An exchange-traded fund (“ETF”) is an investment company (fund) that allows investors to purchase an individual, proportionate interest in a portfolio of stocks, bonds, and other assets. An ETF’s price will fluctuate with the value of the underlying securities or financial instruments to which it provides exposure. Shares of an ETF trade on an exchange, and therefore, the value of such shares may differ from the value of the ETF’s underlying investments. ETFs may trade at a market price which reflects a “premium” or a “discount” to the net asset value (“NAV”) of their shares. If the market price is higher than the NAV, the ETF is said to be trading at a “premium”. If the price is lower, it is trading at a “discount”. Accordingly, ETFs may be purchased at prices that exceed the NAV of their underlying investments and may be sold at prices below such NAV. Under such circumstances the trading price of ETF shares will not mirror the NAV of the underlying investments of those ETF shares. Moreover, there are other costs associated with purchasing and selling an ETF, called a “bid-ask” spread (the difference between what a 47  buyer is willing to pay (bid) for an ETF and the seller’s offering (ask) price. All of these transaction costs (which do not apply to the purchase and sale of mutual funds) will adversely affect the performance of the Programs that invest in ETFs. Risks Related to Investments in Different Classes of Securities Clients with different investment objectives will, at one time, be invested in different parts of the capital structure of the same issuer. For instance, a client whose objective is income will invest in a company’s bonds while a client whose objective is capital appreciation will invest in the same company’s equity. Bondholders and shareholders represent two categories of a company’s capital structure with potentially opposing interests. Shareholders with unlimited upside on their equity investment in a company may want the company to undertake higher risks that can potentially benefit the equity owners, while the bondholders who are creditors of the company may want the company to minimize risks enough to pay the debt owed to the bondholders. As creditors of the company, bondholders receive priority over shareholders concerning the company’s assets in the event of a liquidation. Bondholders who hold debt securities may seek a liquidation of an issuer, while shareholders who hold equity securities may prefer a reorganization of the company. At times, CGMI will advise accounts that hold different parts of the capital structure of the same issuer. CGMI’s actions with respect to one advisory account holding one class of securities will differ from its actions with respect to another account holding a different class of securities. As a consequence, CGMI’s investment advice and investment decisions for one client will differ from or conflict with the interests of clients holding different classes of securities. Some advisory accounts can be negatively affected by these decisions while other advisory accounts can be positively affected. The negative effects are generally more pronounced in connection with transactions in, or advisory accounts utilizing, small capitalization, emerging market, distressed or less liquid strategies. CGMI does not render legal advice to clients in connection with the bankruptcy or reorganization of an issuer. Special Considerations Regarding Investments in Alternatives Alternative investments offered through the Programs can be highly illiquid, are speculative and are not suitable for all investors. Investing in alternative investments is intended only for experienced and sophisticated investors who are willing to bear the high economic risks of the investment. Investors should carefully review and consider potential risks before investing. Risks include but are not limited to, loss of all or a substantial portion of the investment due to leveraging, short-selling, or other speculative practices; lack of liquidity where there is no secondary market for the alternative investment and none expected to develop; volatility of returns; restrictions on transferring interests in the alternative investment; potential lack of diversification and resulting higher risk due to concentration of trading authority when a single adviser is used; absence of information regarding valuations and pricing; complex tax structures and delays in tax reporting; less regulation and higher fees than traditional investment funds; and adviser risk. Each alternative investment offering materials contain confidential material information relevant to making a decision to subscribe to the investment including, but not limited to the investment strategy’s liquidity terms, fees and expenses, risks and conflicts of interest, as well as other important matters relating to the investment, its investment adviser, and their operations. Clients should read these documents carefully in determining whether an alternative investment is suitable in light of, among other things, the client’s financial circumstances, need for liquidity, tax situation and other investments. 48  Reasonable Investment Restrictions A client may request in writing that a particular security or category of securities not be purchased or sold for an account. Any restriction is subject to review and approval by CGMI, Clearing Firm, the Overlay Manager or the investment manager responsible for implementing transactions for the account, as applicable. The applicable party will reject any restriction it believes cannot be effectively implemented or monitored. Clients should understand that restrictions can have an adverse effect on the account’s investment performance, asset diversification, and the achievement of investment goals and objectives, compared with an account that is fully invested in the securities recommended for the account. In the event a category of securities is restricted, CGMI, Clearing Firm, the Overlay Manager or the investment manager responsible for implementing transactions for the account, as applicable, will have sole discretion to determine the specific securities in the restricted category. In making this determination, such parties may rely on outside sources, such as standard industry codes and categories provided by Clearing Firm. Compliance with any restrictions will be as of the date of recommendation of the restricted investment only, based on the characteristics of such investment on that date, as determined by the relevant party in its discretion. Restrictions will not be applied retroactively or deemed to be violated due to changes in the characteristics of an investment following the purchase or recommendation of an investment. Restrictions imposed on the management of the account will not apply to or affect the internal management or underlying investments held by a mutual fund or ETF purchased for the account. Consequently, clients who participate in a Program that invests primarily in mutual funds and ETFs will have limited ability to impose restrictions on the management of their account. If an investment restriction is deemed reasonable, the party with responsibility for implementing investments for the account will allocate the assets that would have been invested in the security(ies) impacted by the investment restriction: (1) pro- rata across other investments recommended for the account; (2) to one or more substitute securities, which might include ETFs; or (3) to cash or cash equivalents. Relative Costs of CGMI B. Costs of CGMI Asset-Based Fee Programs and Services Relative to Obtaining Services Separately; Relative Costs of CGMI Asset-Based Fee Program Alternatives Although the primary purpose of the Programs is to provide clients with investment advice and guidance, the Programs combine both brokerage and investment advisory services, and the single asset-based fee that clients pay for the Programs generally covers CGMI’s brokerage and investment advisory services, along with clearing and custody services and certain other services described above. Services that are not covered by the single asset- based fee are described below. Clients should understand that they may be able to obtain some or all of the services described in this brochure from CGMI or an affiliate without participating in a Program. In that case, a client’s total cost would be lower than the fees charged in connection with the Programs. Clients also may be able to obtain the same or similar services or types of investments through other advisory programs or brokerage (including self-directed) platforms offered by CGMI and/or its affiliates. Such other investment advisory programs or brokerage (including self- directed) platforms are also offered at a different (and possibly lower) overall cost than the Programs. In particular, clients participating in MACS UMA, MACS Citi Active Allocation, or MAP should 49  understand that the services provided through those Programs are similar to the services provided through provided through CGMI’s Citi Wealth Builder Program (“CWB”) and Citi Wealth Builder Plus Program (“CWB Plus”, and together with CWB, the “CWB Programs”). CWB is an automated “robo”-advisory program in which client assets are invested, on a discretionary basis, according to allocation models that are recommended based on answers to an online questionnaire designed to elicit information about a client’s investment risk profile, investment objectives and anticipated investment time horizon. In addition to the robo- advisory services provided in CWB, clients enrolled in CWB Plus also have access to a group of CGMI representatives available to offer advice and guidance as part of CWB Plus and a financial planning service to develop a limited purpose, goal-specific financial plan. Unlike in MACS UMA, MACS Citi Active Allocation, and MAP, clients participating in CWB interact with CGMI exclusively through a web-based application and are not able to consult with a CGMI financial advisor in relation to their use of the application or their selection of investment models. For clients participating in CWB Plus, there is a pool of CGMI representatives that are not individually assigned to clients. The fees applicable to the CWB Programs are substantially lower than the fees applicable to MACS UMA, MACS Citi Active Allocation, and MAP. Clients who do not desire to interact face-to-face with a dedicated CGMI financial advisor, but seek services that are similar to those provided through MACS UMA, MACS Citi Active Allocation, or MAP should consider investing through the CWB Programs. For more information about the CWB Programs, please review the CWB Programs brochure, available at https://adviserinfo.sec.gov/firm/brochure/7059, or speak to your financial advisor. In comparing the Programs with other programs or account types, and their relative costs, a client should consider various factors, including, but not limited to: • the client’s preference for an investment advisory or brokerage relationship, a discretionary or a non-discretionary relationship, a fee-based or commission- based relationship, and access to a dedicated financial advisor; the types of investment vehicles and solutions that are available in the Program; • • whether the investment solution offered in the Program is available through another CGMI investment advisory program or by another financial services firm at a lower or higher cost; • how much trading activity the client expects to take place in its account; • whether a preferred investment product is available from CGMI and in what type of account; • • • whether clients that prefer to maintain high cash balances or significant fixed income weightings can receive similar services at a lower cost outside of the Programs; the frequency and type of client profiling reports, performance reporting and account reviews that are available in the Program; and the scope of ancillary services that may be available to the client through a brokerage account, but which are not available through the Program. Please discuss with your CGMI financial advisor any questions about the differences between investment advisory accounts and brokerage service accounts, including the extent of our obligations to disclose conflicts of interest and to act in your best interest, and your rights and our obligations to you. Each client should discuss the Program services with his or her CGMI financial advisor to determine whether a Program is appropriate. Negotiability of the CGMI Fee C. 50  The CGMI fee charged in the Programs is negotiable based upon a number of factors, including, but not limited to, the type and size of the account, the range of client-related services to be provided to the account, client relationship size, segmentation and nature of relationship with CGMI and its affiliates, potential to increase assets or expand a client’s relationship, and market competition. The negotiability of the CGMI fee can result in clients and their CGMI financial advisors agreeing to a CGMI fee that is lower than the maximum fee of 2.00%. Individual clients within the same Program can negotiate different CGMI fees with their financial advisors for the same or similar services. The authority of CGMI financial advisors to negotiate the CGMI fee is subject to CGMI’s internal guidelines, which CGMI can change at any time. CGMI and its financial advisers have an incentive NOT to negotiate fees below 2%. However, financial advisers do not earn higher compensation for particular products or programs offered by CGMI. Moreover, fee schedules, fee minimums and account minimums vary as a result of the application of prior schedules and discounting guidelines in effect on the client account inception date. Minimum account sizes also may be waived under certain circumstances. From time to time, the fees for certain of the advisory services described herein are reduced for employees of CGMI or its affiliates. For more information regarding the above, contact your CGMI financial advisor. Additional Information Regarding Fees and Charges D. In addition to the asset-based fees payable in connection with the Programs, clients pay additional fees or charges in connection with their accounts or certain securities transactions. These include (but are not limited to): interest on any debit balances; auction fees; certain odd-lot differentials; exchange fees; transfer taxes; electronic fund fees; charges imposed by custodians other than CGMI or Clearing Firm; certain fees in connection with custodial, trustee and other services rendered by a CGMI affiliate; termination fees with respect to individual retirement and plan accounts; SEC fees on securities trades; other charges mandated by law; and certain fees in connection with the establishment, administration or termination of retirement or profit sharing plans or trust accounts. In addition, if CGMI is a member of the underwriting syndicate from which a security is purchased, CGMI will benefit from such purchase. Furthermore, there may be additional fees when trading in foreign securities and ADRs. CGMI (either directly or through its affiliates) will from time to time negotiate with clearing firms, investment managers, or other service providers to achieve cost savings or other improved terms for services covered by a client’s asset-based fee or other fees and charges. Any cost savings or other advantages are not passed along to clients; only CGMI and/or one of its affiliates will benefit. Clearing Firm does not charge CGMI for wire transfer services. However, CGMI charges clients of CPWM $25 per wire transfer. Clearing Firm charges CGMI $25 for outgoing account transfer services, and CGMI marks up that amount by $70 and charges clients $95. CGMI’s portion of these fees is intended to compensate CGMI for its part in providing the services and frequently constitutes a majority (or all) of CGMI’s charge to the client for the service. Revenue from these services is not shared with registered representatives. The standard fee schedule for account services is posted at https:/www.citi.com/investorinfo/. CGMI reserves the right to reduce or waive such fees in its sole discretion. Certain investment managers manage separately managed accounts that invest in the same underlying investments in which one or more mutual funds or ETFs invest. The underlying expenses and fees of a separately managed account generally are lower and the performance of a separately managed account may be higher than the comparable 51  mutual fund; in such circumstances it will be to the client’s benefit to select the separately managed account as the investment product so long as the client meets the applicable investment minimum. Additional assets received into an account during any billing period will be charged a pro- rata fee based on the number of days remaining in the billing period. Fees are calculated based on the value of an account on a particular billing date. No adjustments will be made to the fee for appreciation or depreciation in the market value of securities held in the account, or for partial withdrawals by client, during any billing period for which such fee is charged. In the event the Program Agreement is terminated by either party prior to the end of a billing period, a pro-rata refund of the fee will be made. Generally, interest will be charged to a client’s account if the account has a debit balance as a result of the client’s activity. The “net equity” value of assets, calculated as total assets less debit balance, will be used for the purpose of calculating the advisory or consulting fee due to CGMI. When Clearing Firm has custody of the client’s assets, it credits interest and dividends to the account. All client billing for fee-based Programs will be based on the statement value including the accrued interest portion of fixed income securities. Compensation E. A CGMI financial advisor’s compensation varies depending on the particular line of business with which he or she is associated. CPWM Financial Advisors CPWM financial advisors receive a monthly salary plus variable compensation credits. Credits are based largely upon brokerage and investment advisory revenue. Other components are also considered, including, but not limited to, credits related to securities- based lending including non-purpose loans and margin loans. CPWM financial advisors are also eligible to receive a quarterly discretionary bonus, which is based on an evaluation of the financial advisor’s performance over the quarter. Components considered in determining the discretionary bonus, include, but are not limited to, net new investment assets and cross-business referrals, financial planning and insurance reviews, referrals for products and services offered by other parts of Citi and/or those offered by third parties, client retention, client servicing satisfaction and the financial advisor’s adherence to Citi’s risk management and compliance requirements. Because CPWM financial advisors receive compensation that is tied, directly or indirectly, to the advisory revenue they generate and the amount of new investment assets they attract, including the level of account assets under management, CPWM financial advisors have incentives to make recommendations and encourage clients to take actions that generate additional revenues and that conflict with a client’s interest to minimize the fees and expenses the client incurs. CPWM has established a recruitment compensation program under which newly qualified associated CPWM financial advisors are eligible for the loan plus bonus compensation program. The amount of compensation received by eligible CPWM financial advisors is a critical incentive to support their transition to join CPWM. Under the program, we offer a long-term bonus program that provides quarterly bonus payments over a 9-year period. The size of the bonus program is generally based on the financial advisor’s business at their prior firm, as well as the amount of investment assets from new clients within the first two years of employment at Citi. These advisors are also eligible to receive an advance on their quarterly payments in the form of a 9-year loan. The bonus program has certain eligibility requirements including quarter over quarter assets under management, 52  revenue thresholds starting in year 4, and Citi’s risk management and compliance requirements. If a financial advisor voluntarily or involuntarily terminates from CPWM their quarterly bonus payments would stop and their outstanding principal plus interest balance on their loan would be due immediately. The CPWM recruitment compensation program described above is in addition to the compensation that participating CPWM financial advisors are otherwise entitled to and creates a conflict with client interests because these financial advisors have an incentive to recommend that you transfer your account to CGMI and switch investment products or services where a client’s current investment options are not available through CGMI, with respect to the type of account you open, the amount of assets you invest and the types of product or service they recommend, to qualify for the bonus compensation to repay their loans. CGMI and the CPWM financial advisors seek to mitigate these conflicts by disclosing them to you, and by following procedures that we believe are reasonably designed to ensure that our recommendations are in your best interest. CPB and WaW Financial Advisors CPB and WaW financial advisors, including the bankers, investment counselors and product specialists who provide services in connection with clients’ advisory account(s), receive a fixed base salary plus a discretionary annual bonus, which is based on the employee’s performance over the entire year. To determine the discretionary bonus, CPB and WaW apply a balanced assessment that incorporates (i) a qualitative assessment based on talent management, partnership, leadership, participation in corporate initiatives, and adherence to Citi’s risk management and compliance requirements and (ii) a quantitative assessment based on various financial metrics described below. In addition, financial advisors who generate referrals to other Citi lines of business may be eligible for an award that is a separate discretionary bonus. Quantitative financial performance assessment is focused primarily on revenue growth, including as a separate factor investment-related revenue growth from advisory accounts and otherwise, new client acquisition, investment advisory account (managed investments) assets under management, bank deposit asset growth, and net product sales (which subtracts client redemptions from gross sales). The scorecard also considers referrals for products and services for products and services offered by other parts of Citi and/or those offered by third parties. Because CPB and WaW financial advisors receive compensation that is tied to the advisory revenue they generate and the amount of new investment assets they attract, including the level of account assets under management, CPB and WaW financial advisors have incentives to make recommendations and encourage clients to take actions that generate additional revenues and that conflict with a client’s interest to minimize the fees and expenses the client incurs. While these financial performance measures are taken into account, financial advisors do not receive any direct percentage of the brokerage or advisory revenue they generate. Other core factors on the scorecard include a measure of overall performance against the financial advisor’s goals and relative performance against peers in similar roles to determine final performance rating. The ultimate decision to grant the discretionary bonus, and the value and form it takes, are in the sole discretion of management, and depends on factors such as Citi’s overall performance, CPB and WaW’s performance, the financial advisor’s business or functional group’s performance, as well as the individual’s final performance rating. CGMI, All Financial Advisors, and Employees of CGMI Affiliates The discretionary bonus and incentive compensation arrangements described above create a conflict of interest because financial advisors receive compensation that is influenced by 53  the revenue, asset growth and product sales that he or she generates. This conflict incentivizes financial advisors to recommend the purchase of additional products and services, that clients increase their existing investment advisory account assets and to minimize discounting negotiable advisory fees. These metrics, as they are based in part on net sales, also disincentivize recommendations to redeem products. Moreover, the discretionary bonus and incentive compensation arrangements places greater weight on certain types of investment products and services over others, which creates an incentive to sell such products or services. For example, the conflict of interest arises because financial advisors earn more for selling products and services that generate ongoing revenue, such as the Program accounts described in this brochure. This compensation arrangement also provides financial advisors with an incentive to recommend that you open an advisory account instead of a brokerage account because advisory programs generally generate higher ongoing fee revenue than a brokerage relationship. Finally, the consideration of referral activity as a scorecard metric creates a conflict of interest because financial advisors are incentivized to recommend that clients purchase products and services from CGMI affiliates and/or third parties. The amount of the fees received by CGMI, CGMI financial advisors, and employees of CGMI affiliates are typically higher when (i) the client participates in an asset-based fee Program instead of paying separately for investment advice, brokerage, and other services, and (ii) the client’s portfolio is managed by a CGMI financial advisor rather than an unaffiliated investment manager. The opportunity to negotiate higher fees could result in CGMI financial advisors recommending themselves more frequently than unaffiliated investment managers, which is a conflict of interest with our clients. Because of the opportunity to increase compensation, CGMI financial advisors and employees of CGMI affiliates have a financial incentive: (i) to charge the maximum CGMI fee or not negotiate a lower CGMI fee, in order to maximize revenue, rather than agreeing to a lesser or discounted CGMI fee; (ii) to recommend certain Programs (such as a CGMI Program where the CGMI financial advisor serves as portfolio manager) over another Program (such as a CGMI Program where the client is charged a third-party investment manager fee); (iii) to recommend an unaffiliated investment manager that charges the client a lower fee than another unaffiliated investment manager that charges a higher fee for a similar strategy; and (iv) to recommend themselves over an unaffiliated investment manager. CGMI earns fees or other income for services other than investment advisory services, including, among other things, permitting qualifying clients to take out loans that are secured by the assets in the client’s account (for more information, see Item 9.A.2. – “Lending Against Advisory Accounts”). CGMI financial advisors also offer products and services other than investment advisory services. The amount of compensation they receive for advisory services can be either more or less than compensation received for non-advisory products and services. These arrangements present conflicts of interest because CGMI and CGMI financial advisors have a financial incentive to offer clients non- advisory products and services that increase the overall compensation received. Block Trades May Benefit CGMI or its Affiliates As explained in Item 4.D – “Additional Information Regarding Fees and Charges,” where an investment manager directs some block trades to CGMI or Clearing Firm for execution, the block can include trades for Program accounts as well as for Other Accounts. Although CGMI and Clearing Firm execute these block trades at no commission, CGMI obtains a benefit from executing these block trades, as a result of the increased trading volume 54  attributable to these blocks. Item 5. Account Requirements and Types of Clients Detailed below are the general account minimums for each of the Programs. Investment minimums for specific investment strategies within each Program, particularly SMAs, vary at the discretion of the investment manager. As a result, while clients may be able to open a Program account, access to certain investment strategies within the Program could be unavailable due to these varying investment minimums. The unavailability of certain strategies may limit a client’s ability to pursue their investment objectives and could adversely affect the performance of a client’s investment portfolio. Fiduciary Services Program – $50,000 Manager Selection Program – $50,000 Consulting and Evaluation Services Program  CPB and WaW clients – $1,000,000  CPWM clients – $100,000 Multi-Asset Class Solutions Program  Discretionary Investment Bespoke – $25,000,000 (minimum amount of assets subject to the Discretionary Bespoke agreement)  Multi-Asset Class Solutions Umbrella Portfolios Program – $100,000 (Tax Aware – ETF only), $250,000 (Standard), $250,000 (Sustainable Opportunities and Global Opportunities), $1,000,000 (Core), $500,000 (Active/Passive blend), $750,000 (Tax Aware – SMAs and ETFs) and $10,000,000 (Custom)  MACS Citi Active Allocation – $25,000 (Standard), $100,000 (Tax Aware – ETF only, Sustainable Opportunities and Global Opportunities), $750,000 (Tax Aware – SMAs and ETFs) $1,000,000 (Core), and $10,000,000 (Custom) Advisory Portfolios Program  Advisory Portfolios Custom – $25,000,000 (minimum amount of assets subject to the AP Custom agreement)  Advisory Portfolios Core – $250,000 Citi Advisor Program – $100,000 Citi Portfolio Manager Program – $25,000 Model Allocations Portfolios Program – $25,000 Dynamic Allocation Portfolios – UMA Program – $25,000 CGMI has discretion to waive certain account minimums listed above. CGMI is authorized to freeze accounts under certain circumstances, including in connection with regulatory requirements, as provided under the terms of the Program Agreements, and other special circumstances in accordance with its internal policy. Under appropriate circumstances, fees will continue to be charged on the frozen accounts. CGMI reserves the right to terminate the client’s Program Agreement upon notice to the client. Clients eligible to participate in the Programs include individuals, multi-family offices, corporations, trusts, endowments, foundations, charitable organizations, pension and profit 55  sharing plans, other businesses, and governmental entities. Some Retirement Accounts will be subject to restrictions, policies, and conditions that are different from those applicable to other accounts, and which will affect the types of investments available, the manner in which transactions are carried out, and the fees and expenses that are charged. Consequently, such accounts will perform differently, and potentially worse, than they would have in the absence of such restrictions, policies, and conditions. With respect to certain Programs, a similar Program is available outside the U.S. for eligible clients with different fees, minimums, and terms. Item 6. Portfolio Manager Selection and Due Diligence Evaluation in Advisory Programs CGMI and its affiliates (or a third party retained by CGMI or an affiliate) use two primary methods – Due Diligence Approved or CitiFocus - to evaluate the mutual fund and separately managed account products of third-party investment managers (other than private fund managers) used in certain of the Programs (collectively, “Program Investment Products”). CitiFocus Under the CitiFocus standard, CGMI evaluates various qualitative and quantitative factors for each Program Investment Product, including, without limitation, biographies of key investment personnel, the investment philosophy, investment process, past performance information and marketing literature. CGMI personnel will also interview the investment manager and its key personnel and examine the investment process. Program Investment Products that are approved under the CitiFocus standard are then included on the “CitiFocus List” for Programs. ESG mutual funds must satisfy minimum criteria based on, among other things, the various qualitative and quantitative factors evaluated under the CitiFocus standard, the investment manager’s responses to a sustainability related survey or supplemental research conducted by CGMI. CGMI periodically reviews whether a Program Investment Product continues to meet the criteria for the CitiFocus standard. In conducting these reviews, CGMI considers a broad range of qualitative and quantitative factors including investment performance, staffing, operational issues and financial condition. Among other things, CGMI personnel interview each investment manager periodically to discuss these matters. CGMI tends to emphasize quantitative analysis with respect to Program Investment Products with which CGMI has previously conducted personal interviews. In addition, in certain instances CGMI will review the collective performance of a composite of the CGMI accounts being managed by an investment manager, compare that information to the overall performance data provided by the manager, and then investigate any material deviations. Due Diligence Approved Under the Due Diligence Approved standard, CGMI reviews Program Investment Products based on various qualitative and quantitative factors. Key evaluation criteria include, but are not limited to, assets under management, length of performance track record, portfolio management team experience, and performance relative to an appropriate benchmark or peer group. Certain products that do not meet these criteria may be approved subject to alternative procedures. 56  Program Investment Products that meet the relevant due diligence criteria under the guidelines are classified as Due Diligence Approved. Program Investment Products that meet the Due Diligence Approved standard are reviewed periodically by CGMI to evaluate whether they continue to meet this standard. Evaluation of ETFs ETFs are evaluated in accordance with CGMI’s due diligence procedures, which key evaluation criteria for ETFs includes, but is not limited to, market value of the ETF, liquidity, presence of leverage, the ETF sponsor’s total assets under management, and the sponsor’s length of experience in managing ETFs. Certain ETFs that do not meet these criteria may be approved subject to alternative procedures. In general, ETFs that either meet CGMI’s due diligence criteria or that do not meet the criteria but have been individually approved according to the alternative procedures may be included in certain Programs described herein. On Watch Classification – Third Party Managers Most of the covered Program Investment Products including third-party investment managers, mutual funds, and other types of products in certain of the Programs) are subject to a review and an “on watch” policy. A Program Investment Product is designated with an “on watch” status when CGMI identifies specific areas of the investment manager’s business that (a) merit further evaluation by CGMI and (b) may, but are not certain to, result in the Program Investment Product being reclassified or terminated as an investment option in one or more Programs. The duration of an “on watch” status will vary according to the length of time necessary for CGMI to conduct its evaluation and for the Program Investment Product’s investment manager to address any areas of concern identified by CGMI. The reviews of investment managers and their respective Investment Products do not substitute for each client’s ongoing monitoring of their account(s) and the performance of their investments. CGMI may determine that a Program Investment Product no longer meets the CitiFocus standard, or will no longer be reviewed under the CitiFocus standard, but does meet the Due Diligence Approved standard. In addition, CGMI may determine that a Program Investment Product no longer meets either standard and therefore will no longer be made available in the Programs in the future. CGMI will notify clients in advance of removing a Program Investment Product from the applicable Programs to obtain the client’s consent to a proposed replacement, which may be through a negative consent process. Clients who participate in Programs in which CGMI retains investment discretion (such as MACS) will not be notified in advance of such changes. In the event a client determines to remain invested in a Program Investment Product that is no longer approved for a Program, CGMI will (a) make no further representations concerning such Program Investment Product, (b) not assume any liability for any loss, claim, damage or expense attributable to client’s determination, and (c) not continue to evaluate or make any representations regarding such Program Investment Product. In general, CitiFocus entails a more rigorous and thorough evaluation of a Program Investment Product than Due Diligence Approved and fewer investment options will qualify under the CitiFocus standard than the Due Diligence Approved standard. It is important to note that not all Program Investment Products available in the Programs are evaluated under the CitiFocus or Due Diligence Approved standards. The Programs that limit Program Investment Products only to those that have been evaluated and approved through CitiFocus or Due Diligence Approved are described herein or in the separate sales and 57  disclosure materials related to those Programs. Committee for the Review and Approval of Managers The C-RAM selects a subset of investment managers and investment funds for the MACS Program, Fiduciary Services Program and AP Custom. The C-RAM has developed various criteria that are used to screen unaffiliated portfolio managers and investment funds. These criteria are subject to change from time to time. Program Investment Products that are on the CitiFocus List are automatically approved by the C-RAM for inclusion in its approved list for the MACS Program and the AP Custom. In addition, a Program Investment Product that meets the CitiFocus standard may be used in the MACS Program and AP Custom, even though the Program Investment Product is not on the CitiFocus List so long as it has been approved by C-RAM. Alternative Investments In the case of unaffiliated alternative investment managers (and unaffiliated alternative investments funds), a Citi alternative investment oversight committee and an alternative investment portfolio oversight committee (collectively, “AI Committees”) review and approve them before they become available as a Program Investment Product in the MACS Program or Advisory Portfolios Program. From the universe of such approved unaffiliated alternative investment funds, CGMI constructs fund of funds or a portfolio of alternative investment funds, which are made available for clients in the MACS Program or AP Custom. The AI Committees approve the investment funds available and review construction and performance of such portfolios of alternative investment funds. The C-RAM periodically reviews and approves such proprietary funds of funds based on their performance, costs, and investment processes compared to third-party funds of funds. CGMI will also review the allocation to the asset category to determine whether the allocation aligns with the client’s investment statement policy or investment guidelines under MACS or AP Custom. Portfolio Manager Performance CGMI does not use any industry standards, such as GIPS, to calculate performance of investment managers. Investment managers calculate their own performance. Review of Performance Information Neither CGMI, its affiliates, nor any third party reviews investment manager or fund performance information to determine or verify its accuracy or its compliance with industry standards. CGMI can include in a Program investment managers and funds that have no prior performance in particular investment strategies. In such cases, CGMI screens these candidates for all other applicable criteria described above and may evaluate past performance achieved in other strategies. For additional information on performance reports or assessments, see Program descriptions in Item 4.A.4 – “Types of Advisory Services Offered.” Performance-Based Fees and Side-By-Side Management CGMI does not charge a performance-based fee in connection with the Programs, but certain investment managers or investment funds in which a client invests may charge a 58  performance fee in addition to management fees. Methods of Analysis, Investment Strategies and Risk of Loss Please see Item 6 – “Due Diligence Evaluation in Advisory Programs” and Item A.4. – “Types of Advisory Services” for a description of the methods of analysis and investment strategies used in the Programs. Set forth below is a summary description of risks related to the Programs and certain investment products in which clients invest. The risks and investment products discussed below are not comprehensive, and clients should review all investment materials available from their financial advisor about their investments, including prospectuses and other offering materials produced by issuers and sponsors of investment products. General Risks Associated with Investments Investing in securities and other financial instruments involves risk of loss that clients should be prepared to bear, including potential loss of the entire investment, including the principal. The investment performance and success of any particular investment cannot be predicted or guaranteed. Potential risks that affect the value of client accounts include, among others, losses caused by adverse market conditions, market volatility, limited liquidity, currency fluctuations, political risks, and other market action. Past performance of investments is not indicative of future performance. The investment advisory programs described in this brochure are not insured by any agency. Asset Allocation Risk The performance of asset allocation portfolios depends on CGMI’s ability to make allocations and investment decisions that achieve a portfolio’s investment objective. There is a risk that CGMI’s evaluations and assumptions used in making such allocations may not achieve the objective, and that a portfolio may underperform its benchmark or other portfolios with similar investment objectives. Cybersecurity Risks CGMI, its affiliates, service providers, and other market participants increasingly depend on complex information technology and communications systems to conduct business functions. They rely on computer programs to evaluate certain securities and other investments, to monitor their portfolios, to trade, clear and settle securities transactions, and to generate asset, risk management and other reports that are utilized in the oversight of their activities, among other things. In addition, certain of their operations interface with or depend on systems operated by third parties and they will not always be in a position to verify the risks or reliability of such third-party systems. These systems are susceptible to operational, informational security, and related risks that could adversely affect CGMI and the clients. Cyber incidents can result from deliberate or unintentional events and may arise from external or internal sources. Like other financial services firms, CGMI experiences malicious cyber activity directed at its computer systems, software, networks and its users on a daily basis. This malicious activity includes attempts at unauthorized access, implantation of computer viruses or malware, and denial-of-service attacks. CGMI also experiences large volumes of phishing and other forms of social engineering attempted for the purpose of perpetrating fraud against CGMI, its associates, or its clients. Attacks also may be carried out by causing denial- of-service attacks on websites (making network services unavailable to 59  intended users). Cyber incidents could cause disruptions and affect business operations, potentially resulting in financial losses, the inability to transact business or trade (including failure of trade settlements, inaccurate recording or processing of trades, inaccurate client records, inability to monitor investments and risks), destruction to equipment and systems, loss or theft of investor data, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation or liability costs, or additional compliance costs. Similar adverse consequences could result from cyber incidents affecting the investments in which the Programs invest, including those affecting other investment managers, issuers of securities and other interests, brokers, dealers, exchanges, and other financial institutions and market operators. The increased use of mobile and cloud technologies, including as a result of the shift to work- from-home arrangements has heightened these and other operational risks, and any failure by CGMI’s mobile or cloud technology service providers to adequately safeguard the systems CGMI uses and prevent or quickly detect and remediate cyberattacks could disrupt CGMI’s operations and result in misappropriation, corruption or loss of confidential or propriety information. Additionally, the SEC adopted changes to Regulation S-P, which took effect on December 3, 2025. Regulation S-P establishes data privacy requirements for SEC-registered investment advisers, broker-dealers, and investment companies, including the obligation to adopt written policies and procedures dressing administrative, technical, and physical safeguards for the protection of client records and information. The amendments to Regulation S-P require SEC-registered investment advisers, broker-dealers, and investment companies to adopt an incident response program that governs their response to any unauthorized access of client information and which must include certain breach notification procedures with respect to affected individuals. While CGMI will endeavor to comply with all such requirements, there is a risk that we will be unable to prevent breaches and other unauthorized access to our systems and personal client information. Artificial Intelligence (“AI”) and Machine Learning Recent technological advances in artificial intelligence and machine learning technologies (collectively, “AI Technologies”), as well as the rapid growth and widespread use thereof, have the potential to pose risks to portfolio investments. AI Technologies have the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which our clients invest, and any such changes could have an adverse impact on the value of individual companies and the performance of client accounts more broadly. Global and Regional Events Risks Global and regional events such as war, terrorist attacks, political unrest, climate change, natural disasters, public health crises, and pandemics may cause substantial losses by, among other things: causing disruptions in global economic conditions; decreasing investor confidence; disrupting financial markets and the ability to conduct business activities; causing loss or displacement of employees; triggering large-scale technology failures or delays; and requiring substantial capital expenditures and operating expenses to remediate damage and restore operations. Inflation in the U.S. could continue or reaccelerate in the near- to medium-term. Further, heightened competition for workers, supply chain issues and rising energy and commodity prices have contributed to increasing wages and other inputs. Higher inflation and rising costs present material uncertainty with respect to investment performance. For example, ongoing armed conflicts between Russia and Ukraine in Europe and among 60  Israel, Iran, Hamas and other militant groups in the Middle East have caused and could continue to cause significant market disruptions and volatility, and therefore could materially adversely affect investment performance. In addition, sanctions, export controls, tariffs, trade wars and other governmental actions and impacts on the markets for certain commodities, such as oil and natural gas, present material uncertainty and risk and could have a material adverse effect on issuers of securities and their respective businesses, financial conditions, cash flows and results of operations and may cause the market value of such issuers to decline materially. Equity Securities Risks An investment in equity securities generally refers to the buying of shares of stock in a corporation or other legal entity. Typically, clients who purchase equity securities seek capital appreciation, which occurs when the shares rise in value. Clients may have a secondary goal of income from a distribution of some of the company’s earnings to shareholders, called dividends. In addition, holders of equity securities may, depending on the type of shares they own, receive voting rights with respect to the company’s initiatives put up for a shareholder vote, and may recover some of the company’s assets in the event the company is dissolved. However, equity shareholders generally have the lowest priority in recovering their investment during the dissolution process. The returns on equity securities are not guaranteed, prices may be volatile, and a client could lose the entire amount of his or her investment. There may be additional risks associated with international investing, including economic, political, monetary and legal factors, changing currency exchange rates, foreign taxes, and differences in financial and accounting standards. These risks often are magnified in emerging markets. Fixed Income Securities Risks Fixed income securities are debt obligations issued by a company, government, municipality, agency or other entity. A client who purchases a fixed income security lends money to the issuer of the security. In return, the issuer makes a legal commitment to pay the client interest on the principal (at a fixed or floating rate) and, in most cases, to return the principal when the security comes due, or matures, at a certain date. Fixed income securities can provide a regular income stream from the interest paid prior to maturity but are also subject to certain unique risks, some of which are described below. Clients commonly use fixed income securities to diversify their portfolios and balance their exposure to other types of investments, including equities. Fixed income securities are subject to the following risks: Default: The issuer of a fixed income security may default on its repayment obligations by not making interest or principal payments. Issuers have varying degrees of credit risk that depend on factors related to the issuer specifically, such as its existing debt obligations, and factors related to external circumstances, such as events that affect a particular industry or the political, social, economic and environmental circumstances where the issuer is located or does business. Interest Rates: Fixed income securities also are subject to changes in value resulting from fluctuations in market interest rates if sold prior to maturity. Typically, a fixed income security’s price declines when interest rates rise and rises when interest rates fall. Therefore, a fixed income security’s yield will rise as its price declines and vice- versa. Inflation may reduce the effective return of a fixed income security with a fixed interest rate. 61  Fixed Income Markets: Fixed income securities are commonly traded “over the counter” rather than on centralized exchanges, and pose a greater risk than common stocks that a client will not be able to purchase or sell a fixed income security at a desired time or price. The markets for certain fixed income securities can be thin, and reliable and current price quotations may not be available. Call Features: “Callable” fixed income securities can be retired prior to their scheduled maturity date at the issuer’s election. This may happen if interest rates fall and the issuer can issue new securities at a lower rate. If this occurs, the client holding the retired securities receives repayment of principal owed, but would no longer receive the interest rate payment and would have to seek other options if the client wishes to reinvest the proceeds. Small-Capitalization Companies Risks Investing in small-capitalization companies involves greater risk than typically is associated with investing in securities of larger companies. Small-capitalization companies tend to be more sensitive to changing market conditions, as well as adverse business or economic developments, than large- and mid-capitalization companies. Small-capitalization companies may have a limited operating history, more limited product lines and markets, less experienced management, and fewer financial resources. In addition, the securities of small- capitalization companies may be more volatile and may be thinly traded, making it difficult to buy and sell them at desired times or at desired prices. Emerging Markets Risks Investments in companies incorporated or principally engaged in business in emerging markets often carry greater risk than investments in securities of companies operating in developed markets. The risks of investing in companies operating in emerging markets are magnified because of, among other things, political uncertainties and the relative instability of their developing financial markets and economies. Moreover, many emerging market countries do not have fully developed or clear legal, judicial, regulatory or settlement infrastructures. Consequently, making investments in companies operating in these markets involves significant risks that may not be present in more developed markets. Such risks include (a) potential price volatility in and relative liquidity of some emerging markets securities; (b) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements, and less government supervision and regulation; and (c) certain economic and political risks, including potential exchange control regulations and potential restrictions on foreign investment and repatriation of capital. Many emerging markets securities are denominated in foreign currencies. The weakening of a country’s currency relative to the U.S. dollar or other benchmark currency will negatively affect the dollar/other benchmark value of an investment denominated in that currency. Currency valuations are linked to a host of economic, social and political factors and can fluctuate greatly. It is important to note that some emerging markets countries have foreign exchange controls that may include the suspension of the ability to exchange or transfer currency, or the devaluation of the currency. Concentrated Strategy and Sector Risks Strategies that invest in a concentrated number of securities, a specific sector, or geographic region can be more volatile and present a greater risk of loss than a more diversified strategy and the stock market more generally. For example, when a strategy invests in a concentrated number of securities, a decline in the value of these securities 62  would cause your overall account value to decline to a greater degree than that of a less concentrated portfolio. Similarly, when a strategy invests primarily in a specific industry sector, an account invested in the strategy will perform poorly during an economic downturn in that sector. A strategy with investments concentrated in a particular country or region are more exposed to the risk of loss associated with adverse securities markets, exchange rates and social, political, regulatory or economic events which may occur in that country or region than more diversified strategies. In each case, account performance may deviate significantly from broad market indexes. Options Risks An option is a contract that gives the options buyer (also known as the options “holder”) the right to buy or sell an underlying asset or instrument at a specified strike price on or before a specified date. The options seller (also known as the options “writer”) has the corresponding obligation to fulfill the transaction—that is to sell or buy—if the buyer “exercises” the option. The buyer pays a premium to the seller for this right. The total cost (the price) of an option is called the premium. This price is determined by factors including the stock price, strike price, time remaining until expiration (time value) and volatility. Investing in options involves significant risks, and is not appropriate for everyone. An options buyer runs the risk of losing the entire amount paid for the option in a relatively short period of time, and an options seller runs the risk that the option may be exercised at any time during the period the option is exercisable. If clients write both a put and a call on the same underlying instrument, or if clients write uncovered options, their potential loss is unlimited. The writer of an uncovered call is in an extremely risky position, and may incur large losses if the value of the underlying instrument increases above the exercise price. As with writing uncovered calls, the risk of writing uncovered put options is substantial. The writer of an uncovered put option bears a risk of loss if the value of the underlying instrument declines below the exercise price. Uncovered option writing is suitable for only the knowledgeable client who understands the risks, has the financial capacity and willingness to incur potentially substantial losses and has sufficient liquid assets to meet applicable margin requirements. Commissions, taxes and margin costs will affect the outcome of any options transaction and can have a significant impact on the profitability of options transactions and should be considered carefully before entering into any options strategy. Because of the importance of tax considerations to all option transactions, an investor considering options should consult with his or her tax advisor as to how their tax situation is affected by the outcome of contemplated options transactions. Alternative Mutual Funds Risk Alternative mutual funds are publicly offered mutual funds that have many of the same protections as other registered investment companies but accomplish investment objectives through non-traditional investments and trading strategies. Alternative mutual funds are speculative and involve significant risks including but not limited to those associated with the use of derivative instruments for hedging or leverage, liquidity and volatility risks associated with distressed investments, liquidity risks associated with restrictions on securities purchased in an initial public offering or from privately held issuers, currency risk due to investments in or exposure to foreign assets or instruments, and risks associated with short selling of securities. Closed-End Funds Risks A closed-end fund (“CEF”) is a type of investment company that has a fixed number of shares that are generally not redeemable from the fund. Unlike open-end investment 63  companies (i.e., mutual funds), shares of a CEF can be purchased only as part of an initial public offering or purchased and sold through secondary market transactions. CEFs have managers who oversee each fund’s portfolio and purchase and sell the fund’s portfolio investments. CEFs, like other investments, are subject to certain risks. Returns are not guaranteed, prices may be volatile and an investor in a CEF could lose the entire amount of his or her investment. Investing in CEFs that invest in international, aggressive growth stocks, or less liquid securities may only be appropriate for clients whose investment profile allows them to assume the risks associated with those funds. Money Market Fund Risks An investment in a money market mutual fund is neither insured nor guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. A money market mutual fund seeks income by investing in short-term debt securities. Money market mutual funds may have a floating net asset value or may seek to maintain a constant net asset value of $1 per share. For all money market mutual funds, including those that seek to maintain a constant NAV of $1 per share, it is possible to lose money. Furthermore, certain money market mutual funds subject investors to restrictions on the ability to redeem an investment in times of market stress, by imposing liquidity fees and/or temporary bans on redemptions. If the liquidity fees or bans on redemptions are triggered, then clients could be prevented from withdrawing some or all of their cash for investment purposes or for other liquidity needs. In addition, if money market mutual funds are forced to cease operations and their holdings must be liquidated or distributed in kind to the fund’s shareholders, then clients could be prevented or delayed from accessing their cash. Business Continuity Risk CGMI has business continuity plans that provide for continuity of critical operations and other activities during a variety of disruptions. They include client support responses such as conducting operations from alternate sites in different locations, if necessary, operating across multiple power grids or operating with self-generating facilities while maintaining the firm’s presence in the marketplace and servicing client accounts. Although these plans are designed to limit the impact on clients from such business interruptions, unforeseen circumstances may create situations where CGMI is unable to fully recover from a significant business interruption. CGMI believes its planning and implementation process reduces the risk in this area. Environmental, Social and Governance (“ESG”) Investing Risks An ESG investment strategy is limited in the types and number of investment opportunities available and, as a result, an ESG investment strategy may underperform other investment strategies that do not have an ESG focus. An ESG investment strategy may invest in securities or industry sectors that underperform the market as a whole or underperform other funds screened for ESG standards. Frameworks for ESG investing vary among investment advisers and funds as the definition of each factor is subjective. Therefore, the companies selected by an index provider or investment adviser as demonstrating ESG characteristics may not be the same companies selected by other index providers or investment advisers that use similar ESG screens. Further, an index provider or investment adviser may select companies based on a particular ESG factor or factors rather than a holistic assessment of a company’s ESG characteristics. In addition, companies selected by an index provider or investment adviser may not exhibit the ESG characteristics the index provider or investment adviser seeks to 64  identify. Certain products included in the Programs may consider sustainability or ESG factors in their portfolio management decisions, even if they are not identified as ESG products on Citi’s due diligence approved lists. Unless specified otherwise, any recommendation by us is not based on sustainability or ESG considerations. Financial Services Industry Risks National and regional banks, financial institutions and other participants in the U.S. and global capital markets are closely interrelated as a result of credit, trading, clearing, technology and other relationships. A significant adverse development (such as a bank run, insolvency, bankruptcy or default) with one or more national or regional banks, financial institutions or other participants in the financial or capital markets may spread to others and lead to significant concentrated or market-wide problems (such as defaults, liquidity problems, impairment charges, additional bank runs and/or losses) for other participants in these markets. Future developments, including actions taken by the U.S. Department of the Treasury, FDIC, Federal Reserve Board, and systemic risk in the U.S. and global banking sectors and broader economies in general, are difficult to assess and quantify, and the form and magnitude of such developments or other actions of the U.S. Department of the Treasury, FDIC and Federal Reserve Board may remain unknown for significant periods of time and could have an adverse effect on investments. Tax-Loss Harvesting Risks We offer tax-loss harvesting through certain of our advisory programs. Tax-loss harvesting involves a variety or risks. During certain market conditions, such as lower volatility periods and periods of strong economic growth, the manager’s ability to generate capital losses to offset capital gains may be limited, which would limit the account’s ability to implement its tax- loss harvesting strategy. In addition, because tax-loss harvesting continuously decreases the cost-basis of the account’s portfolio, there is a risk that opportunities to realize losses may decrease over time. Tax-loss harvesting may result in significant deviation from the model portfolio and may increase the account’s portfolio turnover rate. You should confer with your personal tax advisor regarding the tax consequences of investing with the Program prior to engaging in any tax-loss harvesting strategy, based on your particular circumstances. Neither CGMI nor any third-party investment manager assumes any responsibility to you for the tax consequences of any transaction. No tax-loss harvesting strategy is intended as tax advice, and neither CGMI nor any third-party investment manager represents in any manner that the tax consequences described will be obtained or that a “tax aware” investment strategy will result in any particular tax consequence. The tax consequences of tax-loss harvesting strategies are complex and may be subject to challenge by the IRS. No tax-loss harvesting strategy available in the Programs was developed to be used by, and it cannot be used by, any investor to avoid penalties or interest. You and your personal tax advisors are responsible for how the transactions in your account are reported to the IRS or any other taxing authority. You should be aware that if you and/or your spouse have other taxable or non-taxable accounts, and you hold in those accounts any of the securities (including options contracts) held in your account, you cannot trade any of those securities 30 days before or after the Program account trades those same securities as part of the tax-loss harvesting strategy to avoid possible wash sales and, as a result, a nullification of any tax benefits of the strategy. It is your responsibility to monitor transactions across all of your accounts. 65  When CGMI or a third-party investment manager replaces investments with “similar” investments as part of the tax-loss harvesting strategy, such investments are not guaranteed to perform similarly to the initial investment or lower an investor’s tax liability. Expected returns and risk characteristics are no guarantee of actual performance. Structured Products Risks Structured products are instruments issued by financial institutions that offer the potential to earn returns based on the performance of one or more underlying assets, such as equities, currencies, interest rates, commodities, fixed-income securities or derivatives, mutual funds or some combination thereof. Structured notes, for example, are senior unsecured debt obligations issued by a financial institution that mature at a certain date. Unlike conventional corporate bonds, the return and value of a structured note are based on the performance of one or more underlying assets. Structured products involve significant risks and complex structures and are not appropriate for everyone. Structured products often have features that are not applicable to an investment in a structured product’s underlying asset(s). For example, the potential return from a structured product may be limited or “capped,” meaning that clients do not participate in the appreciation of an underlying asset beyond a certain limit or at all depending on the structured product. Investors in structured products also give up certain rights and benefits associated with direct ownership, such as voting rights, by investing in a structured product rather than investing directly in its underlying asset. Structured products involve additional risks relating to: • • • • • • issuer creditworthiness; tax treatment; reliance on the calculation agent and its models to determine the estimated value of a structured product; the issuer’s ability to redeem or “call” a product before it matures at a price that may not equal its face value; the possibility of in-kind settlement upon maturity; and conflicts of interest due to the variety of roles, including acting as calculation agent, that an issuer and its affiliate may play in connection with a structured product. The returns of a structured product may vary throughout the term of the product, may be subject to certain conditions and/or may be paid on certain specified dates during the term of the product and/or at maturity. Portfolios with structured products may become concentrated in an issuer, sector or underlying asset or asset class. In addition to the performance of its underlying asset, a structured product’s fees, expenses and costs, as well as market factors, also influence the value of the structured product prior to maturity. Therefore, the value of a structured product prior to maturity may be more or less than its initial price and may be substantially different from the payment expected at maturity. Most structured products are not actively traded in the secondary market and few structured products are listed on an exchange. If an issuer is making a secondary market for its structured product, the product may be redeemed from a holder at a significant discount to the product’s fair value. Investors generally must hold a structured product to maturity to receive the stated payout, including any repayment of principal. Hedge Funds Risks Hedge funds are professionally managed, pooled investment vehicles that use sophisticated investment techniques, such as active trading, short selling, arbitrage and leverage, to pursue one or more investment strategies. Hedge funds involve significant 66  risks and are not appropriate for everyone. Investments in hedge funds are speculative, and the investment strategies typically involve a substantial degree of risk, such as the use of leverage. Hedge fund investments are illiquid compared to other assets, such as mutual funds. No public market exists for interests in hedge funds, and opportunities may be limited to dispose of them in private transactions. Unlike with mutual funds, redemptions from hedge funds are available only at certain defined times, such as on a quarterly or less frequent basis. Redemptions from hedge funds may also be subject to various restrictions, including prior notice and minimum redemption requirements and lock-up periods of one year or more. An investment in a hedge fund is suitable only for certain sophisticated investors who do not need immediate liquidity in their investment. Private Equity and Real Estate Funds Risks Private equity funds are limited partnerships, limited liability companies or other investment vehicles that typically acquire non-publicly traded interests in operating companies that they may hold for extended periods of time. Real estate funds may be limited partnerships, limited liability companies and other investment vehicles that typically invest, directly or indirectly, in real estate and real estate-related investments. Private equity and real estate funds involve significant risks and are not appropriate for everyone. Investments in private equity and real estate funds are speculative and the investment strategies typically involve a substantial degree of risk, such as the use of leverage. Private equity and real estate fund investments are illiquid compared to other assets, such as mutual funds. No public market exists for interests in these products, and opportunities may be limited to dispose of them in private transactions. Private equity and real estate funds generally impose substantial restrictions on transferring an interest in the fund and require the relevant fund manager to consent. An investment in a private equity or real estate fund is suitable only for certain sophisticated investors who do not need immediate liquidity in their investment. Digital Asset Investment Products Risks Digital asset-related investment products (“Digital Asset Investment Products”), which may be used in implementing our investment advice, are products in which the issuer invests in, or the underlying reference asset is linked to, a “digital asset,” such as cryptocurrency assets. Investments in Digital Asset Investment Products are highly speculative, and the investment strategies typically involve a substantial degree of risk. The prices of digital assets, including bitcoin, have experienced higher levels of volatility relative to equity, commodity, and fixed income markets and may continue to do so. Digital assets and Digital Asset Investment Products are an emerging class of investment products and subject to unique risks, including, but not limited to: Valuation Risk: Most digital assets have no broadly accepted or standardized valuation methodologies in place. Digital assets and derivatives based on digital assets are subject to rapid price swings, including as a result of actions and statements by influencers and the media. A significant portion of the demand for digital assets is generated by speculators and investors seeking to profit from short- or long-term holdings. The Digital Asset Exchanges are largely unregulated, and some exchanges have been closed due to fraud, business failure or security breaches. In many of these instances, the customers of such Digital Asset Exchanges were not compensated or made whole for the partial or complete losses of their 67  account balances. Legal, Tax, and Regulatory Risks: Digital assets are largely unregulated as the regulatory requirements associated with digital assets continues to evolve. Given the brevity of blockchain-based digital assets’ existence, global regulatory, legal and tax regimes differ by jurisdiction and may change rapidly. Digital Asset Exchanges may also be subject to heightened regulatory requirements, including registration requirements, which may adversely affect their ability to continue operating as trading venues for digital assets. Such regulatory actions may also impact CGMI’s ability to continue servicing and/or transacting in Digital Asset Investment Products. Digital assets may be more susceptible to fraud and manipulation than more regulated investments. Voting Client Securities When investing in AP Custom, FS, MSP, CES, and MACS UMA and MACS Citi Active Allocation (Tax Aware only), clients have the option to elect to have the investment manager vote proxies on the client’s behalf. If a client elects this option, the investment manager will vote proxies related to all securities held in the account managed by the investment manager. When investing in MACS UMA or MACS Citi Active Allocation (except as described above), Discretionary Bespoke, Citi Portfolio Manager Program, or MAP, clients have the option to delegate all proxy voting authority to CGMI, which then further delegates such authority to Institutional Shareholder Services (“ISS”) or another proxy voting service (the “Proxy Voting Service”) satisfactory to CGMI. If a client elects this option, CGMI’s designee will vote proxies related to all securities held in the account in accordance with the Proxy Voting Service’s recommendations. In cases where the Proxy Voting Service does not generate a recommendation for a proxy vote, the Proxy Voting Service will vote proxies in proportion to the votes of the other holders of the security for which the proxy vote is requested. When investing in DAP, clients have the option to delegate proxy voting authority to CGMI’s designee, or the Overlay Manager, as applicable, and to instruct them to follow the recommendations of the Proxy Voting Service. If a client elects this option, CGMI’s designee, or the Overlay Manager, as applicable, will vote proxies related to all securities held in the managed account in accordance with the Proxy Voting Service’s recommendations. In cases where the Proxy Voting Service does not generate a recommendation for a proxy vote, the Proxy Voting Service or the Overlay Manager, as applicable, will vote proxies in proportion to the votes of the other holders of the security for which the proxy vote is requested. In providing the services, the investment manager, CGMI’s designee or the Overlay Manager, as applicable, will vote proxies in accordance with applicable fiduciary obligations as set forth in its proxy voting policies and procedures. These proxy voting policies and procedures (i) contain general guidelines that the party must follow to ensure that it votes proxies in a manner consistent with the best interests of clients and (ii) are designed to ensure that material conflicts of interest are avoided and/or resolved in a manner that is consistent with fiduciary obligations. A client may obtain copies of applicable proxy voting policies and procedures from its CGMI financial advisor. A client also can obtain information regarding how CGMI’s designee or the Overlay Manager, as applicable, voted a specific proxy on behalf of a client’s account by submitting a written request to its CGMI financial advisor. If a client no longer wishes to delegate proxy voting authority to the investment manager, 68  CGMI’s designee or the Overlay Manager, the client can cancel the proxy waiver election by contacting the client’s CGMI financial advisor, in which case, the investment manager, CGMI’s designee or the Overlay Manager, as applicable, will cease voting proxies for any securities in the client’s account, including securities over which CGMI’s designee or the Overlay Manager has investment discretion, and all such proxies will be delivered directly to the client for consideration. If a client no longer wishes to delegate proxy voting authority to the investment manager, CGMI’s designee or the Overlay Manager with respect to non-discretionary assets in an account, but would like the investment manager, CGMI’s designee or the Overlay Manager to continue voting proxies for discretionary assets in an account, the client should contact the CGMI financial advisor and arrange to transfer the non-discretionary assets to another non- discretionary account. Clients participating in Citi Advisor (unless part of Discretionary Bespoke) and AP Core do not have the option to delegate proxy voting authority to CGMI. Item 7. Client Information Provided to Portfolio Managers In connection with certain Programs described herein, CGMI or an affiliate will provide a client’s information to the investment manager selected to manage the account. Clients can update or change information at any time by contacting the client’s CGMI financial advisor. Any changed information will be transmitted promptly to the investment manager selected to manage the client’s account. Item 8. Client Contact with Portfolio Managers There are no restrictions on a client’s ability to contact and consult with its investment managers. However, as a general matter, clients are encouraged to contact their CGMI financial advisors to facilitate any discussions with the portfolio managers. Item 9. Additional Information A.1 Disciplinary Information Below are summaries of certain legal and disciplinary events that may be material to clients and prospective clients. Additional information about legal and disciplinary events is available in Item 11 of our Form ADV, Part 1A, available at www.adviserinfo.sec.gov. SEC Claims Related to CitiFX Alpha Sold to MSSB Clients On January 24, 2017, CGMI entered into a settlement with the SEC related to a foreign exchange trading program known as “CitiFX Alpha,” which was sold to certain brokerage customers and advisory clients of Morgan Stanley Smith Barney LLC (“MSSB”) during 2010 and 2011. At the time, CGMI held a 49% ownership interest in MSSB. The SEC alleged that CGMI omitted material information from investor presentations, including failure to disclose that a substantially higher leverage could be used than was disclosed and that mark-ups on trades would be charged, that caused the investors to suffer significant losses. Without admitting or denying the findings, CGMI agreed to cease and desist from violating Section 17(a)(2) of the Securities Act and pay disgorgement of $624,458.27, prejudgment interest of $89,277.34, and a civil money penalty of $2,250,000.00. TRAK Fund Solution Settlements CGMI settled two matters relating to overcharges in certain advisory client accounts. The overcharges related primarily to the TRAK Fund Solution program, which CGMI offered between 1991 and 2011. 69  On January 26, 2017, the SEC issued an Order finding that CGMI violated various provisions of the Investment Advisers Act of 1940 by overcharging or causing to be overcharged approximately 60,000 advisory client accounts in the amount of $18 million and by failing to keep proper books and records with respect to maintenance of client contracts. Those overcharges had, at the time of the Order, been reimbursed with interest, to the extent they could be identified. Pursuant to the Order, CGMI agreed to pay disgorgement and pre- judgment interest in the amount of $4,000,000, pay a civil money penalty in the amount of $14,300,000 and undertake certain reporting obligations to the SEC and remedial actions to the extent not already implemented. Copies of the Order can be obtained at www.sec.gov/litigation/admin/2017/34-79882.pdf or from your CGMI representative. On January 12, 2017, the New York Attorney General’s Office (“NYAG”) and CGMI entered into a settlement in which the NYAG found that CGMI had violated the Martin Act and Executive Law § 63(12) by overcharging certain advisory client accounts. CGMI agreed to pay a monetary penalty in the amount of $1,000,000 and undertake certain reporting obligations to the NYAG. FINRA Claims Related to Research Ratings On December 28, 2017, CGMI entered into a settlement with FINRA. As part of that settlement, FINRA alleged that for a period of time, CGMI displayed (both internally and externally) inaccurate research ratings for certain equity securities. FINRA alleged that this inaccuracy, which resulted from errors in the electronic feed of ratings data that the firm provided to its clearing firm, caused CGMI to display the wrong rating for some covered securities (e.g., “buy” instead of “sell”), display ratings for other securities that CGMI was not actively covering at the time, and not display ratings for securities that CGMI, in fact, rated. FINRA also alleged that CGMI failed to establish and maintain a supervisory system and written supervisory procedures designed to ensure the accurate and complete dissemination of research ratings. Without admitting or denying the allegations, CGMI consented to a censure, a fine of $5.5 million, and an undertaking to pay compensation of at least $6 million to customers who were solicited to purchase or sell securities affected by the ratings display issues. A.2 Other Financial Industry Activities and Affiliations Registrations CGMI is registered as an investment adviser, broker-dealer and security-based swap dealer with the SEC and is registered as a commodity trading adviser, a futures commission merchant and a swap dealer with the U.S. Commodity Futures Trading Commission (“CFTC”). Affiliates of CGMI are registered as investment advisers and broker-dealers and security-based swap dealers with the SEC. CGMI is a member of all principal securities and commodities exchanges in the United States and the Financial Industry Regulatory Authority (“FINRA”). In addition, CGMI holds memberships or associate memberships on several principal foreign securities and commodities exchanges. Material Relationships or Arrangements With Certain Related Persons. CGMI acts as a broker (i.e., agent) and as a dealer (i.e., principal) for corporate, institutional, governmental and private clients in the purchase and sale of a wide variety of securities and other investment products, including equity and debt securities traded on exchanges or in the over-the-counter market, mutual funds, money market instruments, government securities, high-yield bonds, municipal securities, financial futures contracts, and options. CGMI and its affiliates also act in a partnership capacity in a number of limited partnerships in which its clients may invest. As a futures commission merchant and swap 70  dealer, CGMI also provides advice on commodities and commodity related products and deals in swaps and other derivative instruments. Below is a description of such relationships and some of the conflicts of interest that arise from them. CGMI has adopted policies and procedures reasonably designed to appropriately prevent, limit or mitigate conflicts of interest that may arise between CGMI and its affiliates. See also Item 9.B.1- “Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading” for additional information on conflicts of interest and related policies and procedures of CGMI. CGMI provides a wide range of research services to its clients, including reports, analyses, charts, and graphs relating to various facets of the investment spectrum in equity and fixed income products. Research services generally are provided to clients on the assumption that the services will generate commission or other business for CGMI. However, certain research services are provided for a fixed fee and/or, in the case of firms that re-sell such services, in exchange for royalties. Such so-called “hard-dollar” fees generally are negotiable. Through its divisions, CGMI offers a wide variety of investment advisory services and investment advisory programs. CGMI’s investment advisory services are available to individuals, multi-family offices, corporations, trusts, endowments, foundations, charitable organizations, pension and profit sharing plans, other businesses, and governmental entities. The investment adviser affiliates of CGMI include, among others: Citibank (Switzerland) A.G.; Citibank Canada Investment Funds Limited; Citigroup Alternative Investments LLC; Citigroup Global Markets Asia Limited; Citigroup First Investment Management Limited; and Citibank Europe PLC. Additional information about CGMI’s affiliates is disclosed in response to Item 7.A of CGMI’s Form ADV, Part 1A, available at www.adviserinfo.sec.gov. Citigroup Life Agency LLC (“CLA”) is an affiliate of CGMI, through which CGMI representatives can function as insurance representatives to sell various insurance products. In California, CLA does business as Citigroup Life Insurance Agency, LLC (License Number 0G56746). CGMI and its affiliates provide a variety of services for various clients, including issuers of securities that CGMI recommends for purchase or sale by clients. CGMI performs a wide range of investment banking and other services for various clients, and CGMI client holdings will include the securities of issuers for whom CGMI performs investment banking and other services. For example, CGMI client holdings include ETFs where CGMI or its affiliates provide services as administrator, trustee and custodian. CGMI client holdings also include securities in which CGMI makes a market or in which CGMI, its officers or employees have positions. CGMI and its affiliates receive compensation and fees in connection with the provision of the foregoing services. As part of an overall internal compliance program, CGMI has adopted policies and procedures imposing certain conditions and restrictions on transactions for CGMI’s own account or the accounts of its employees. Such policies and procedures are designed to prevent, among other things, any improper or abusive conduct when conflicts of interest exist for a customer or client. In addition, Citibank, an affiliate of CGMI, serves as a custodian for certain Programs described in this brochure. Please see Item 4.A.4 – “Types of Advisory Services Offered” for more information. In serving as a custodian, Citibank utilizes certain back office services of its affiliates. Citibank is a “qualified custodian” within the meaning of Rule 206(4)-2 under the Advisers Act, also known as the “Custody Rule.” Please see Item 4.A.3 – “Clearing and Custody Services” for more information on custody. Lending Against Advisory Accounts 71  The Citibank Lending Program. CPB, WaW and CPWM clients who have an advisory account with CGMI may, at their election, borrow funds from Citibank or its affiliates. Such loans may be purpose or non-purpose loans. Purpose loans may be used to purchase, trade or carry securities. A “purpose credit” line to purchase securities in an advisory account may be used as a more aggressive, higher cost and higher risk approach to pursuing a client’s investment objectives. Non-purpose loans or a non-purpose credit line may not be used to purchase, trade or carry securities and may be used for other liquidity needs such as personal expenses, real estate transactions, or other needs. This commercial lending relationship with a client may from time to time include, but not be limited to, a loan, line of credit, or borrowing in connection with off-exchange market (commonly referred to as over-the counter or OTC) derivatives trading, via the execution of an ISDA Master Agreement and related Credit Support Annex or other security agreement. For the avoidance of doubt, to secure the repayment of the loan and payment of any such lending, including interest due on the lending, Citibank or its affiliates will treat assets in the advisory account as collateral to support the loan (the “Lending Program”) as described below. CPB, WaW and CPWM clients may use borrowed funds as they see fit, including to fund investments in their advisory accounts (depending on whether the loans are purpose or non-purpose loans). CPB, WaW and CPWM clients are responsible to repay all funds they borrow from Citibank or its affiliates. If there is a debit in a client’s account after a margin call or the sale of assets, the client is responsible to cover the shortfall. Risks of Participating in the Lending Program and Conflicts of Interest. Participation in the Lending Program, regardless of whether you use the proceeds to purchase additional securities or for other purposes, carries significant risks and presents conflicts of interest for CGMI and Citibank. If a client chooses to use loan proceeds to purchase additional securities in his or her CGMI investment advisory account, the decision to use leverage in a client account (purpose credit) rests with the client and should be made only if the client understands the risks of margin borrowing, the impact of the use of borrowed funds on an account, and how the use of margin can affect the client’s ability to achieve the client’s investment objectives. If the client chooses to use loan proceeds for non-investment purposes, there are still risks and conflicts of interest that should be considered. • Borrowing to Invest Increases Risk of Loss. Positive or negative performance of a leveraged account, net of interest charges and other account fees, will be enhanced by virtue of using borrowed money. Gains or losses in a leveraged account relative to the net value of the account will be greater than would be the case with an unleveraged account. As a result, borrowing money to invest creates a greater degree of risk of loss than investments in an unleveraged account. • Returns May Be Insufficient to Cover the Cost of Borrowing. Participation in the Lending Program will result in losses to the client if the client invests the proceeds in the advisory account and the revenue or returns from the advisory account are not sufficient to cover the interest Citibank charges on the amount the client borrowed. • Recommendations of Investments for Borrowed Funds May Be Impacted. CGMI has an incentive to select investments to secure sufficient revenue or returns to cover interest payments on Citibank’s loans. This incentive may cause CGMI to recommend investments for a leveraged account with a greater potential for higher returns, and a corresponding higher potential for volatility and risk of loss, than would be the case in an unleveraged account. Further, in order to preserve sufficient collateral value to support the loan and avoid a margin call, depending upon the client’s leverage, CGMI financial advisors may be inclined to invest a 72  leveraged account in more conservative investments, which may result in lower investment performance than more aggressive investments (depending on market conditions). • Performance Reports or Account Statements Will Not Show the Effect of Leverage. Reports or account statements showing investment performance of any advisory account will not reflect the cost or effect of leverage on the performance of any investment funded with borrowed money from Citibank or from any third party. The use of leverage to conduct investment activity increases client’s exposure to risk. Using leverage increases volatility and therefore small movements in notional value may materially impair the value of the investment. Further, the cost of leverage will reduce income and gains on investments funded with loan proceeds. Conflicts of Interest – Purpose and Non-Purpose Loans: CGMI and its personnel have a financial incentive to recommend participation in the Lending Program. Participation in the (purpose or non-purpose) Lending Program benefits CGMI and its employees. Since CGMI receives advisory fees based on the level of assets in an account, CGMI will receive higher fees from clients who increase the size of their accounts through participation in the Lending Program (purpose credit). CGMI and its employees also have an incentive to recommend that a client borrow against advisory assets instead of selling assets to raise cash for purposes other than investment (non-purpose credit), because the loan allows retention of assets on which advisory fees are paid (i.e., liquidating assets would otherwise reduce CGMI’s advisory fees). Citibank also collects interest from clients who participate in the Lending Program. Since participation in the Lending Program will result in interest payments to an affiliate and increased (or retained) advisory fees to CGMI, CGMI and its employees have a financial incentive to recommend that advisory clients participate in the Lending Program. Moreover, the financial arrangement with BlackRock described above and in greater detail below, to the extent such payments are based on the level or growth of assets under management in BlackRock strategies, presents an additional incentive for CGMI and financial advisers to recommend purpose and non-purpose loans to advisory clients because such loans facilitate retention and/or growth of advisory assets. • CGMI Will Put Its Affiliate’s Interest as a Creditor First. As a client’s investment adviser, CGMI is required to put a client’s interests ahead of the interests of CGMI and its employees. If a client participates in the Lending Program, however, Citibank will have a proprietary interest in the client’s advisory account assets as a result of the pledging of the assets for the loan and interest due, and will be the client’s creditor. As an affiliate of the client’s creditor, CGMI’s duty to act in the client’s best interest will conflict with CGMI’s incentive to act in the best interest of Citibank, its affiliate. Any determination by CGMI to act on behalf of Citibank’s interests may be adverse to the client’s interests. • Clients May Be Required to Deposit Additional Amounts in Client Accounts to Cover Losses. If the assets in a client’s advisory account lose value, the value of the collateral supporting the client’s loan and interest payments also decreases. If this happens, Citibank will ask the client to meet collateral obligations (a “margin call”). To maintain adequate collateral, the client may need to deposit additional assets into the advisory account. If the client is unable or unwilling to deposit additional amounts, Citibank will sell or assign assets in the client’s advisory account to repay the loan. • The Margin Call Process May Inflict Substantial Harm to the Client’s Account. During 73  the margin call process, CGMI and/or Citibank will act in its/their sole discretion to protect its/their interests and may act in a manner that is not in the client’s best interests. CGMI and/or Citibank may sell assets in the client’s account without notifying the client, and the client’s consent is not required for CGMI and/or Citibank to sell assets. CGMI and/or Citibank may decide, in its/their sole discretion, which assets to sell and the timing and venue of the sales. In these circumstances, securities often are sold into a market that is declining, so the prices obtained for the securities will be less favorable and losses may be realized. • CGMI Will Not Act as Investment Adviser to the Client With Respect to the Liquidation of Securities Held in an Account to Meet a Margin Call. As a result of margin sales, clients may be left with an account that has more concentrated positions, including in illiquid securities, than would be the case if CGMI were managing the sales of securities to protect the interests of the client rather than Citibank’s interests as lender. The resulting account investments may not be suitable for the client or otherwise meet the requirements for participation in the Program, and the account may be terminated from the Program as a result. Citibank may, at any time and without notice, increase margin requirements for the Lending Program or change terms of the Lending Program. Clients will receive a separate margin disclosure document, which they should read carefully and retain for future reference. Non-Purpose Loans through Clearing Firm. CPWM clients are eligible to obtain loans on a non- purpose basis, from Clearing Firm, secured by the pledge of eligible cash, cash equivalents and marketable securities held in the client’s account (such loans referred to as “Non-Purpose Loans”). A Non-Purpose Loan may be used for any purpose except to purchase securities or to refinance a loan that was used to purchase securities. Securities serving as Non-Purpose Loan collateral can only be sold or transferred from a client’s CGMI account in accordance with the terms of the client’s loan documents. These Non-Purpose Loans are separate relationships from an investment advisory relationship. CGMI earns fees and other income for services provided in connection with the Non-Purpose Loans, which are in addition to the asset-based fee that CGMI earns through the Program for managing the collateral securing the Non- Purpose Loans. Clients that obtain Non-Purpose Loans are charged an interest rate on the amount of money borrowed. The interest rate for clients and how the charge is calculated are described in the applicable loan documents and disclosures. The interest rate charged to CGMI by Pershing is based on the prevailing Overnight Bank Funding Rate plus 1.04%. CGMI causes Clearing Firm to mark up the interest rate charged to clients for Non-Purpose Loans and receives a portion of the interest charged on Non-Purpose Loans, as compensation for servicing such loans. This mark-up historically has varied but has been up to 3.75% of the total interest rate charged (this is not a cap, however). Interest paid on these loans is thus shared by Pershing and CGMI. Note that registered representatives receive a portion of, or credit for, interest paid on such loan. CGMI seeks to ensure that the total interest rate charged to clients for Non- Purpose Loans, including payment to both Pershing and CGMI, is competitive with margin loan rates charged in the market. This additional income earned by CGMI and its registered representatives through Non- Purpose Loans represents a conflict of interest and creates a financial incentive to encourage clients to borrow against assets in Program accounts. CGMI and its registered representatives benefit if a client draws down on their loan to meet liquidity needs rather than sell securities or other investments in their Program accounts, which would reduce the CGMI financial advisor’s advisory fee. A draw down would preserve the CGMI financial advisor’s advisory fee revenue and may generate additional loan-related compensation for 74  the CGMI financial advisor. It also incentivizes CGMI to continue to use Pershing as the clearing firm for the Programs. Before taking out a Non-Purpose Loan, the client should consider (i) the alternative of liquidating part of the account and (ii) the possibility that the investment return earned on the collateral can be lower than the interest paid on the Non- Purpose Loan (especially, if the collateral is a low-producing asset class). The client should be aware that CGMI or Clearing Firm, acting as client’s creditor, will have the authority to liquidate all or part of the account at any time to repay any portion of the Non-Purpose Loan, even if the timing of the liquidation will be disadvantageous to the client.. Additionally, CGMI will have an interest in preserving the value of the collateral, which will present a conflict of interest in connection with its management of the account. More detailed information about Non-Purpose Loans is provided to clients in the Regulation BI Disclosure Statement and Related Information for Retirement Accounts and is available at https://www.citi.com/investorinfo/. Unaffiliated Lenders. CGMI clients also may obtain loans secured by the assets in their Program accounts from unaffiliated lenders. The terms and conditions of such loans are determined by the unaffiliated lender and could be more favorable than those offered by CGMI or Pershing. To be used as collateral, assets held in a CGMI Program account must be subject to a control agreement among CGMI, the Clearing Firm, the borrower and the lender. The control agreement restricts the movement of the collateral. The collateral will remain restricted until the borrower and the lender instruct otherwise. You should be aware that CGMI and the Clearing Firm, acting on instructions provided by the lender, will have the authority to liquidate all or part of the account at any time to repay any portion of the loan, even if the timing of the liquidation will be disadvantageous to you. CGMI does not charge fees for its services under such a control agreement. Service Provider for Registered Funds CGMI affiliates act as an administrator, trustee and/or custodian for a wide range of SEC- registered open-end and closed-end funds and ETFs, for which they receive compensation from the funds. Some of these funds are included on CGMI’s approved list for purchase in the Programs described in this brochure. For more information on when CGMI affiliates retain compensation for these services, see Item 9.B.3 – “Client Referrals and Other Compensation.” B.1. Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading Employee Personal Trading and Fiduciary Code of Ethics Employees and certain other persons who perform services that support the investment advisory business of CGMI are bound by the Personal Trading and Investment Policy (“PTIP Policy”) and the Fiduciary Code of Ethics (“Code of Ethics”). The Code of Ethics is designed to comply with applicable regulatory requirements including Rule 204A-1 under the Advisers Act. Both the PTIP Policy and the Code of Ethics govern the trading of employees who support the investment advisory business of CGMI and the family members’ or related persons’ accounts over which the employee has investment discretion. Certain representatives within CGMI are considered covered persons under the PTIP Policy. The PTIP Policy governs the manner in which covered persons’ trading account information is made available to the firm’s compliance department and defines instances where pre- clearance or supervisory pre-approval may be appropriate. Covered persons are subject to a number of restrictions including: 1) prohibition on conduct of personal trades in securities for which they are in possession of material, non-public information; 2) 75  prohibition on securities noted on the firm’s restricted list; and 3) prohibition on trading in securities where new and material research has been published. Other restrictions exist with respect to “new issue”/public offerings and trading of Citigroup shares. Certain managerial staff are responsible for reviewing all personal trading activity of their covered employees for indications of improper trading activity and insider trading. When CGMI personnel purchase or sell certain securities for their own accounts on the same day that transactions in these securities are effected for client accounts, the price paid or realized by advisory personnel generally may not be more advantageous than the price at which the client transactions are effected. Managed accounts in which CGMI personnel have an interest may be aggregated with orders for other accounts so long as their accounts are treated in the same manner as other accounts. The Code of Ethics describes the standards of business conduct for CGMI’s investment advisory business, including the fiduciary obligations owed to clients and the obligation to comply with applicable laws. The Code of Ethics incorporates and is supplemented by other Citi policies and procedures, including policies and procedures designed to protect the flow of material non- public information and the confidentiality of client information and those imposing personal trading and investment restrictions, maintenance of personal securities trading accounts at CGMI, and reporting of personal securities holdings and transactions. The purposes of the Code of Ethics and the related policies and procedures include minimizing conflicts of interest between employees and investment advisory clients and assuring compliance with applicable laws and regulations. Each person covered under the Code of Ethics receives a copy of the Code of Ethics upon being designated as a covered person and annually thereafter. They must sign an attestation that indicates that they have read and understand such Code of Ethics. In conjunction with this attestation, all covered persons are required to report any violation or potential violation of which they might become aware. A copy of CGMI’s Code of Ethics will be provided to any client or prospective client who mails a written request to: Citigroup Global Markets Inc. 388 Greenwich Street, 29th Floor New York, NY 10013 Attention: Robert Cole, Managing Director, Global Head of Wealth Independent Compliance Risk Management Participation and Interest in Client Transactions CGMI or an affiliate could recommend securities in which CGMI or such affiliate directly or indirectly has a financial interest, and CGMI or an affiliate can also buy and sell securities that are recommended to clients for purchase and sale. Thus, a client can hold securities in which CGMI or an affiliate makes a market or in which CGMI or an affiliate, or officers or employees of CGMI or such affiliate also have positions. CGMI also provides advice and takes action in performing its duties to certain Program clients which differs from advice given, or the timing and nature of action taken, for other clients’ accounts. Moreover, CGMI and its affiliates advise or take action for themselves differently than for CGMI clients. In addition, CGMI and its affiliates and employees, including CGMI financial advisors, invest with the investment managers that participate in the Programs. From time to time, CGMI imposes restrictions to address the potential for self-dealing by CGMI and conflicts of interest that arise in connection with CGMI’s broker-dealer and investment banking businesses. CGMI has adopted various procedures to guard against insider trading that include an “Information Barrier” procedure, pursuant to which 76  information known within one area of CGMI (e.g., investment banking) is not permitted to be distributed to other areas (e.g., investment advisory), and use of a restricted list and various other monitoring lists. These investment banking or other activities will from time to time compel CGMI or its affiliates to forgo trading in the securities of companies with which these relationships exist. This has the potential to adversely impact the investment performance of a client’s account. Principal Transactions CGMI generally does not act as principal in executing trades in connection with the Programs (except for CES as described below), even if the terms and conditions of the Programs permit CGMI to act as principal under certain circumstances. If CGMI receives trade orders for securities traded in the dealer markets, it normally executes those orders as agent through a dealer unaffiliated with CGMI. Although CGMI receives no commissions or other compensation in connection with such trades, dealers executing such trades may include a commission, markup (on securities it sells) markdown (on securities it buys) or a spread (the difference between the price it will buy or “bid” for the security and the price at which it will sell or “ask” for the security) in the net price at which the trades are executed, and the client will bear any such transaction costs. Clients should be aware that in some cases it will be disadvantageous not to trade on a principal basis with CGMI to the extent that CGMI otherwise would provide a price more favorable than the price available from an unaffiliated dealer or have inventory for sale not available through an unaffiliated dealer. In CES, CGMI may execute trades as principal in orders received from unaffiliated investment managers that manage accounts through CES. This will result in CGMI realizing customary dealer profits or losses on the trades. Any profits or losses CGMI realizes on principal trades are separate from and additional to the asset-based fees that CGMI earns as the sponsor of CES. As a result, CGMI has an incentive to recommend investment managers who tend to execute trades through CGMI. CGMI addresses this conflict by providing appropriate disclosure to clients. Investment managers in CES also may direct principal trades to dealers unaffiliated with CGMI. In these circumstances, the dealer to which the trade is directed will realize a profit or loss on each trade and may also charge a mark-up or mark-down. Agency Cross Transactions Agency cross transactions (i.e., transactions in which CGMI or an affiliate acts as broker for the parties on both sides of the transaction) may be effected for client accounts to the extent permitted by law. CGMI may receive compensation from parties on both sides of such transactions (the amount of which vary) and in that case, CGMI will have a conflicting division of loyalties and responsibilities. Any compensation CGMI receives in connection with agency cross transactions will be in addition to the asset-based fee that the clients pay CGMI for its participation in a Program. In the Program Agreements, clients generally consent to and authorize CGMI to engage in agency cross transactions for the client’s account, except where prohibited by law. Client consent to agency cross transactions may be revoked at any time by written notice to CGMI. B.2. Review of Accounts Accounts are generally monitored on an on-going basis by the investment manager or CGMI (including by financial advisors subject to supervision, either by the branch or a supervisory principal), the FOG, review committees and other units which vary depending upon the Program. The investment manager’s review of discretionary accounts includes a review of each purchase or sale, as well as monthly position reports. Ongoing supervisory reviews of accounts typically include reviewing Program accounts representing certain risk 77  levels or accounts with little or no trading activity. Certain accounts may also be reviewed by appropriate personnel on other than an ongoing or periodic basis. However, the investment manager or CGMI will not consider any assets owned by the client outside of that particular Program. Among the factors that might trigger such a review are changes in market conditions, securities positions and/or the client’s investment objective or risk tolerance; a request by the client for a meeting or the occurrence of such meeting; client complaints; concerns expressed by an adviser’s manager(s) or Compliance; and/or the application of CGMI internal policies. Clients whose assets are held in custody with Clearing Firm also periodically receive a written Performance Review if requested by the client, which is a statistical review and analysis of the account. Clients whose assets are not held in custody with Clearing Firm also may obtain a Performance Review, if requested by the client. B.3. Client Referrals and Other Compensation CGMI Receives Additional Compensation from the Investment Managers It Recommends CGMI receives revenue sharing payments from sponsors/managers of investment products (such as mutual funds, ETFs, model portfolios, and separately managed accounts) or their affiliates for administrative, product or marketing support and other services CGMI provides for their products. These payments are based on aggregate client holdings in Program accounts in a particular investment product or strategy. CGMI does not receive revenue sharing payments on retirement assets within Program accounts. The types and amounts of these payments can vary significantly depending on the product, manager, size of the investment and account type. Revenue sharing payments are paid from the investment manager’s or its affiliate’s own assets, not from the investment products themselves, and are not an additional charge to clients. CGMI receives revenue sharing payments up to a maximum per manager of (1) 0.12% per year ($12 per $10,000) on aggregate client holdings attributable to mutual funds, subject to a minimum charge of $50,000, or (2) up to 20% per year of the management fee on aggregate client holdings attributable to (a) mutual funds and ETFs, and (b) separately managed accounts and model portfolios, in each case subject to a minimum charge of $50,000 and excluding Program Accounts with retirement assets. CGMI has a financial incentive to recommend or invest client assets, or otherwise promote the products and strategies of investment managers that pay CGMI revenue sharing, especially those managers that pay CGMI more than others. These financial incentives create a conflict of interest, which, as further described below, CGMI takes steps to mitigate. Investment managers vary in their approach to revenue sharing, and some investment managers do not pay CGMI at the levels listed above. This creates a conflict of interest whereby CGMI has an incentive to recommend products and strategies from managers that pay revenue sharing over managers that do not pay revenue sharing, as well as to recommend products and strategies from sponsors that pay CGMI more than other investment managers. CGMI has taken steps to mitigate the conflicts of interest associated with recommendations regarding certain account types and revenue sharing arrangements. For example, investment managers that participate in revenue sharing are subject to the same oversight and monitoring standards that apply to all third-party investment 78  managers. Payment of revenue sharing by investment managers does not entitle their products to exclusive or preferential treatment, or inclusion on any due diligence approved list, nor does it provide for any preferential consideration by CGMI or CGMI financial advisors in investment recommendations made to CGMI’s clients. In addition, CGMI financial advisors do not receive revenue sharing payments. These steps mitigate, but do not eliminate, the conflicts of interest described above. Additional information about CGMI’s revenue sharing arrangements is available online in a guide titled “Mutual Funds and ETFs: Compensation and Revenue Sharing” at http://www.citi.com/investorinfo. Other Types of Compensation that CGMI, its Affiliates and its Employees Receive from the Investment Managers They Recommend We receive marketing and training support payments, conference subsidies, and other types of financial and non-financial compensation and incentives from certain mutual fund companies, insurance and annuity companies and other investment managers, distributors, investment advisers, broker-dealers and other vendors to support the sale of their products and services to our clients. These third parties pay vendors directly for these services on our behalf. These payments sometimes include reimbursement for our participation in sales meetings, seminars and conferences held in the normal course of business. These payments also include reimbursements for costs and expenses incurred by us in sponsoring conferences, meetings and similar activities. We receive these payments in connection with our overall relationship with the relevant third party, and the payments are not dependent on or related to the amount of assets invested in any individual account. The providers independently decide what they will spend on these types of activities and do not share this information with us, subject to regulatory guidelines and our policies. The amount of any expense reimbursement or payment to us is dependent on which activities we participate in or sponsor, the amount of that participation, prior sales and asset levels and other factors, and is determined by the provider. We coordinate with certain managers in developing marketing, training and educational plans and programs, and this coordination might be greater with some sponsors than others, depending on relative size, quality and breadth of product offerings, client interest and other relevant factors. Representatives of approved sponsors—whether sponsors remit these payments or not—are typically provided access to our branch offices and financial advisors for educational, marketing and other promotional efforts subject to the discretion of our managers. Although all approved sponsors are provided with such access, some sponsors devote more staff or resources to these activities and therefore have enhanced opportunities to promote their products to financial advisors. These enhanced opportunities could, in turn, lead financial advisors to focus on those products when recommending investments to clients over products from sponsors that do not commit similar resources to educational, marketing and other promotional efforts. CGMI and its affiliates have trading, investment banking, prime brokerage, fund administrator, trustee, custody, and other business relationships with many investment managers. In some cases, CGMI has more than one business relationship with an investment manager. In addition, some CGMI financial advisors receive financial benefits from investment managers in the form of compensation for trade executions for the accounts of investment managers or their clients, or through their referrals of brokerage or investment advisory accounts to CGMI financial advisors. In determining an investment manager’s eligibility for the Programs, CGMI does not consider the extent to which an investment manager directs or is expected to direct trades 79  to CGMI for execution, including whether such investment manager is a prime brokerage client of CGMI or its affiliates. Absent a client’s direction to the contrary, each investment manager has discretion to direct trades to the broker-dealers of its choosing; however, in doing so, an investment manager is obligated at all times to seek best execution. CGMI and Citibank have entered into agreements under which CGMI shares revenue with Citibank for referring clients to CGMI, among other services. Under CGMI’s agreements with Citibank, the revenue that CGMI shares with Citibank is based on the revenue that CGMI earns from providing products or services to referred clients. Citibank also compensates certain of its representatives based on business such representatives refer to CGMI. Similarly, CGMI financial advisors refer clients to affiliates, including Citibank, for financial products and services that they provide. These arrangements present conflicts of interest because CGMI, Citibank, and their respective representatives, have a financial incentive to refer clients for products and services that provide CGMI, Citibank and their affiliates additional compensation. CGMI and its Affiliates Receive Additional Compensation from BlackRock In December 2025, Citi Wealth and CGMI transitioned portfolio management responsibilities to BlackRock for the strategies previously managed by CIM, by establishing a discretionary sub-advisory relationship with Blackrock and transferring certain Citibank personnel related to such strategies. In connection therewith, the commercial terms between Citi Wealth and BlackRock provide that BlackRock will license the use of certain of its technology platforms to Citi Wealth for no additional cost and will make annual payments to Citibank, N.A. New York for a period of five years following the transition of the strategies. These payments include two components: (i) payments based on sustaining the aggregate amount of client assets in those strategies formerly managed by CIM and transitioned to BlackRock, and (ii) separate payments based on incremental growth in the value of such assets in each year. These payments provide a financial incentive for CGMI to recommend BlackRock strategies to clients instead of other third party manager strategies, and to recommend that clients increase their use of BlackRock strategies. These payments also act as a deterrent to recommending that clients liquidate their BlackRock strategies. In addition, in the event that Citi Wealth terminates its relationship with BlackRock within a certain timeframe, Citi Wealth will forfeit the remaining payments owed to it by BlackRock. The potential for forfeiture of these payments, and losing the technology platform license, provides an incentive for Citi Wealth to avoid terminating the BlackRock Managers as third-party portfolio managers regardless of BlackRock’s performance. However, this conflict is mitigated by subjecting BlackRock to the same oversight and monitoring standards that apply to all third-party managers. Moreover, these payments are not shared directly with CGMI financial advisors, which helps mitigate, but does not eliminate, the conflict. Gifts, Gratuities and Nonmonetary Compensation From time to time, certain third parties (such as investment product distributors and providers, mutual fund companies, investment advisers, insurance and annuity companies, broker-dealers, wholesalers, etc.) provide financial advisors or CGMI or its affiliates with non-monetary gifts and gratuities, such as promotional items (e.g., coffee mugs, calendars or gift baskets), meals, invitations to events, and access to certain industry-related conferences or other events. CGMI has implemented policies and procedures intended to ensure that we avoid actual or perceived conflicts when giving or receiving gifts and entertainment from relevant parties by limiting the maximum value that any individual is permitted to receive in any calendar year. Gifts and entertainment must be appropriate, customary and reasonable and clearly not meant to influence CGMI business or serve as a 80  “quid pro quo” for it to be accepted. Compensation from Funds CGMI seeks to use the lowest cost available share class of mutual funds used in its advisory Programs. Except as described below regarding money market mutual funds, in each of these Programs, CGMI will not seek or retain any compensation directly received from participating mutual funds and, if received, will credit the client’s account in the amount of any such compensation as soon as possible. Any compensation credited to a client’s account, including retirement accounts, will be treated as additional income and reported as such. Where Citibank, as the custodian of a client’s mutual fund investments held outside of a Program, or CGMI, acting as broker, receives shareholder service fees, recordkeeping services fees, sub-transfer agency or similar fees from participating mutual funds, Citibank/CGMI will retain such fees. Where Clearing Firm, as the custodian of a client’s mutual fund investments, receives shareholder service fees, recordkeeping services fees, sub-transfer agency or similar fees from participating mutual funds, Clearing Firm will retain such fees. These expenses will adversely affect investment performance. Additional information about compensation CGMI receives from Fund families is available online in a guide titled “Mutual Fund Share Classes and CGMI Compensation” at: http://www.citi.com/investorinfo. Conflicts of Interest Pertaining to Cash Sweep Options Clients may elect to have cash balances in an account automatically invested or “swept” into an eligible money market mutual fund (each, a “Sweep Fund”). Clients who elect to have assets swept into a Sweep Fund authorize CGMI each business day to automatically invest all cash balances in the account in excess of $0.01 into the designated Sweep Fund. In Programs where CGMI has discretion, the client authorizes CGMI or the client’s CGMI financial advisor to select the Sweep Fund for the account in the event that the client itself has not selected a Sweep Fund. Clients who elect affirmatively not to use any of the available cash sweep options can be credited interest on cash by Clearing Firm at a rate determined by Clearing Firm. To the extent that Clearing Firm chooses to pay interest by setting this rate above zero, which it may do at any time, CGMI will earn a share (which can be up to 100%) of the revenue generated by client deposits, which could result in clients earning no interest. CGMI receives compensation from Sweep Funds and Citibank’s Bank Deposit Program (“BDP”) in connection with Program accounts in limited circumstances and for brief periods of time, relating to account conversions. When a client converts an existing CGMI brokerage account to a Program account, CGMI, its affiliates, or Clearing Firm, as applicable, will continue to collect compensation generated by the account’s existing cash sweep option until the account conversion process is completed. BDP is no longer offered as a cash sweep option to clients. However, clients who participate temporarily in BDP (in the circumstances described above) authorize CGMI each business day to automatically invest all cash balances in the account in excess of $0.01 into a deposit account at one or more FDIC insured depository institutions, including Citibank (“Program Banks”). Each Program Bank pays an interest rate equal to a percentage of the average daily deposit balance in your deposit account at the Program 81  Bank. The interest rate is variable and will be higher or lower based upon prevailing economic and market conditions. The interest revenue is paid to Clearing Firm and IntraFi Network LLC, the firm responsible for administering the BDP program (“IntraFi”), by the Program Banks, and shared with CGMI after the deduction of service fees that compensate IntraFi and Clearing Firm for administering BDP and making the BDP program available to CGMI. The amount of fees and proceeds retained by IntraFi, Clearing Firm and CGMI will affect the interest rate available to clients on balances held in the BDP program and can result in no interest being paid to client accounts. CGMI determines the interest rate to be paid to clients. Interest paid to client deposit accounts by the Program Banks is tiered (“Interest Rate Tiers”) based on the value of eligible assets in your CGMI accounts. Generally, the deposit account balances of clients in higher Interest Rate Tiers receive higher interest than clients in lower Interest Rate Tiers. The amount of interest rate proceeds received by CGMI can exceed the amount paid to clients as interest on client deposit accounts held at that Program Bank. Citigroup, CGMI, Clearing Firm and their affiliates are not responsible for any insured or uninsured portion of the client’s deposits at any of the Program Banks. More detailed information about the BDP is provided to clients in the Bank Deposit Program Disclosure Statement and is available at https://www.citi.com/investorinfo. For Sweep Funds, prior to conversion, CGMI receives revenue sharing payments from Clearing Firm for distribution assistance at an annual rate of up to 0.72% of assets invested in a fund family. The amount of compensation payable by Sweep Funds and their affiliates changes from time to time. For BDP, in addition to the compensation described above, Citibank has the opportunity to earn income on BDP assets through lending activity, and that income usually is significantly greater than the asset-based fees earned by CGMI on cash balances invested in Sweep Funds. The additional revenue received by CGMI from Sweep Funds and BDP during the account conversion process provides a financial benefit to CGMI and creates an incentive to continue to use Pershing as the clearing firm for the Programs. CGMI mitigates this conflict by only allowing Sweep Funds in Program accounts (following conversion) that do not pay distribution assistance. For Programs in which client assets are held in custody by Clearing Firm, the asset-based fee charged in connection with a Program will be applied to cash balances in a client’s account, including assets invested in a Sweep Fund or through BDP. Clients should understand that they will experience negative performance on the cash portion of their accounts if the applicable asset-based fee charged in respect of the cash is higher than the return the client receives from the cash sweep vehicle (i.e., the Sweep Fund or BDP). At times, investment managers or CGMI may determine that it is in a client’s interest to maintain assets in cash or cash equivalents (including money market mutual funds), particularly for defensive purposes in volatile markets. The BDP arrangements and compensation from money market mutual funds (and their affiliates) described above represent a conflict of interest and create an incentive for CGMI to recommend or select investment managers or investment strategies that favor cash balances. Clients consent to this conflict of interest in their Program Agreements. CGMI financial advisors do not receive any of the BDP related income or compensation from money market mutual funds (and their affiliates) described above. Payments for Order Flow CGMI has entered into certain arrangements with Clearing Firm to route most retail customer orders in equity securities, fixed income securities and exchange-traded options 82  to Clearing Firm. CGMI does not receive payment for order flow for these orders. As discussed above, however, CGMI receives financial benefits from its relationship with Clearing Firm. CGMI and Affiliates Maintain Business Relationships with Companies that May Be Selected or Recommended for Client’s Portfolio Investment recommendations made through the Programs may be based in large measure on the fundamental research opinions of CGMI. CGMI does and seeks to do business with companies covered by its research and, as a result, CGMI has a conflict of interest that could affect the objectivity of its research reports. If such objectivity is affected, it might impact the underlying fundamental opinion upon which certain investment recommendations through the Program are made. In addition, CGMI usually provides bids and offers and may act as principal market maker in connection with transactions in the same securities that may appear in a client’s portfolio. Also, CGMI client portfolios may include securities in which CGMI, its officers or employees have positions. CGMI is a regular issuer of traded financial instruments linked to securities that may be purchased. CGMI may hold a trading position (long or short) in the shares of the securities in a client’s portfolio or in the shares of companies subject to its research. Furthermore, employees and officers of Citigroup and its affiliates have family and other relationships with individuals or entities that CGMI and its affiliates engage in transactions with, including relationships with individuals employed by the sponsors of funds we include on our platform. Such relationships present conflicts of interest for CGMI and its affiliates. CGMI mitigates these conflicts by requiring materially conflicted individuals to recuse themselves from the approval of such funds and transactions. As noted above, CGMI uses several methods to evaluate whether an unaffiliated investment manager or investment product should participate (or should continue to participate) in the Programs. See Item 6 – “Due Diligence Evaluation in Advisory Programs”. CGMI and its affiliates provide a variety of services for various clients, including issuers of securities that CGMI recommends for purchase or sale by clients. CGMI performs a wide range of investment banking and other services for various clients, and it is likely that CGMI client holdings will include the securities of issuers for whom CGMI performs investment banking and other services. For example, CGMI client holdings include ETFs where CGMI’s affiliate provides services as administrator, trustee and custodian. CGMI and its affiliates receive compensation and fees in connection with the provision of the foregoing services. As part of an overall internal compliance Program, CGMI has adopted policies and procedures imposing certain conditions and restrictions on transactions for CGMI’s own account or the accounts of its employees. Such policies and procedures are designed to prevent, among other things, any improper or abusive conduct when conflicts of interest exist with a customer or client. CGMI can use client lists when soliciting new clients but such list will not include any existing clients who requested confidentiality. Ownership Interests in Trading Venues In connection with the services provided to our clients, CGMI or an affiliate may execute trades through certain electronic communication networks, alternative trading systems and similar execution or trading venues in which an affiliated business has an ownership interest. Our affiliate receives compensation and economic benefits due to its ownership interest for trades executed through such a trading venue. The compensation received is based on a number of factors, such as the number of total trades executed through the trading venue and the profitability of the trading venue, and is not directly related to individual trades made on behalf of a client. In certain instances, we may receive a 83  reduction in the cost of executing a trade through a trading venue or a rebate of the cost. While financial advisors do not receive additional compensation as a result of these ownership interests, we have an incentive to encourage the use of the trading venues in which we hold an interest. Clearinghouse Revenue In connection with the services provided to our clients, CGMI or an affiliate may from time to time use a clearinghouse for certain types of transactions entered into on behalf of a client. For example, transactions in options may use a clearinghouse. CGMI or an affiliate may have an agreement with, or an ownership interest in, a clearinghouse. In certain circumstances, we receive compensation or an economic benefit for trades cleared through such a clearinghouse due to our ownership interest or agreement with the clearinghouse. The compensation received generally is based on formulas that take into account a number of factors, such as the number of total trades cleared by the clearinghouse and the clearinghouse’s profitability, and is not directly related to any fees paid by a client for clearing with the particular clearinghouse. In certain instances, CGMI may receive a reduction in the cost of clearing transactions through the clearinghouse or a rebate of the cost, the amount of which may be based, in part, on the number of transactions entered into by CGMI or its affiliate with that clearinghouse. While financial advisors do not receive additional compensation as a result of these ownership interests, we have an incentive to encourage the use of the trading venues in which we hold an interest or with which we have an agreement. Payment of Compensation to Third Parties for Client Referrals From time to time, CGMI makes cash payments for client referrals (or “endorsements”) to persons other than CGMI’s employees and our affiliates pursuant to applicable laws, including Rule 206(4)-1 under the Advisers Act. These payments may differ and are negotiated based on a range of factors, including but not limited to, target markets, nature and size of potential client relationships, quality of service and industry reputation. In general, an endorser will be compensated based on a fixed periodic fee that is not contingent upon any person referred becoming a client of CGMI. These arrangements present conflicts of interest for the endorser. In particular, the arrangements incentivize an endorser to refer a client to CGMI even though another investment adviser’s services may be equally or more appropriate for the client’s needs. B.4. Financial Information CGMI does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. Therefore, CGMI has not included a balance sheet for its most recent fiscal year. CGMI is not aware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to clients, nor has CGMI been the subject of a bankruptcy petition at any time during the past ten years. B.5. Other Information CGMI has adopted an error policy aimed at ensuring the prompt and proper detection, reporting and correction of errors involving the accounts of CGMI clients. A trade error is deemed to have occurred when CGMI has: (i) purchased or sold an incorrect financial instrument in a client account; (ii) purchased or sold an incorrect amount of a financial instrument in a client account; (iii) purchased or sold an unauthorized or client restricted security in a client account; (iv) not entered an order for a client account that should have been entered; (v) entered an order for a client account more than once when it should 84  have been entered once (duplicate trade); (vi) misallocated a trade in one or multiple client accounts; or (vii) made an operational mistake that requires market action to correct. The requirements of the error policy apply to the extent that CGMI and/or its affiliates have control of resolving errors for client accounts. To correct a trading error, CGMI generally effects a trade with a client using an error account in order to place the client in the position the client would have been in if the error had not occurred. CGMI will receive no additional compensation and no other benefits from such trade. For all Programs, gains from trading errors corrected after settlement date are not retained by CGMI and are credited to the client’s account at no expense to the client. Losses arising from pre- or post-settlement error corrections are closed out at no expense to the client. Losses arising from post-settlement error corrections in retirement accounts are credited to the client’s account with interest at the federal tax penalty rate. If an investment manager erroneously purchases a particular security for a client account and the error is discovered prior to settlement of the transaction, then, the erroneously purchased security generally will be transferred to a separate CGMI error account at no cost to the client. For all Programs, gains from trading errors attributable to an investment manager that are corrected prior to settlement date are credited against investment manager losses resulting from errors on a quarterly basis. At the end of each quarter, net gains, if any, from trading errors attributable to an investment manager that are corrected prior to settlement are remitted as a donation to a charity. The error policy applies with equal force when CGMI acts as investment manager and overlay manager. 85  

March 25, 2026 Citi Private Bank, Citi Global Wealth at Work (210) 677-3781 or (800) 870-1073 (toll-free in the U.S.) www.privatebank.citibank.com (Citi Private Bank and Citi Global Wealth at Work clients) Citi Personal Wealth Management (210) 677-3782 or (800) 846-5200 (toll-free in the U.S.) https://investments.citi.com/pwm (Citi Personal Wealth Management clients) CITIGROUP GLOBAL MARKETS INC. ALTERNATIVE INVESTMENTS PLATFORM This brochure provides information about the qualifications and business practices of Citigroup Global Markets Inc. If you have any questions about the contents of this brochure, please contact us at the number provided above. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission, by any state securities authority or any governmental authority. Additional information about Citigroup Global Markets Inc. also is available on the SEC’s website at www.adviserinfo.sec.gov. YOU SHOULD READ AND CONSIDER CAREFULLY THE INFORMATION CONTAINED IN THIS BROCHURE BEFORE RETAINING CITIGROUP GLOBAL MARKETS INC. TO PROVIDE ANY OF THE SERVICES DESCRIBED HEREIN. Where we refer to ourselves as a “registered investment adviser” or “registered”, that registration does not imply a certain level of skill or training. Citigroup Global Markets Inc, Citi Private Alternatives, LLC, and Citibank, N.A. are affiliated companies under the common control of Citigroup Inc. Citi and Citi with Arc Design are registered service marks of Citigroup Inc. or its affiliates, and are used and registered throughout the world. INVESTMENT PRODUCTS: NOT FDIC INSURED • NOT CDIC INSURED • NOT A BANK DEPOSIT • NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY OR ANY GOVERNMENTAL AGENCY OUTSIDE OF THE UNITED STATES • NO BANK GUARANTEE • MAY LOSE VALUE  Since filing the first brochure describing Citigroup Global Markets Inc.’s business (i) sub- advising certain private funds and (ii) advising or sub-advising alternatives managed accounts, dated July 8, 2025, the following material changes were made: Item 8. Methods of Analysis, Investment Strategies and Risk of Loss We enhanced the disclosures regarding risk factors. In addition, we have made other changes that we do not consider to be material. [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]  CITIGROUP GLOBAL MARKETS INC. Item 3. Table of Contents Item 3. Table of Contents ....................................................................................... 3 Item 4. Advisory Business ...................................................................................... 5 Introduction ........................................................................................................... 5 General .............................................................................................................. 5 Services Provided: Managed Accounts ....................................................................... 6 Services Provided: Fund of Hedge Funds .................................................................... 7 General .............................................................................................................. 7 Structure ............................................................................................................ 7 Services Provided: Fund of Private Equity/Real Estate Funds ........................................ 8 General .............................................................................................................. 8 Structure ............................................................................................................ 8 Services Provided: Co-Investment Funds ................................................................... 9 General .............................................................................................................. 9 Structure .......................................................................................................... 10 Services Provided: Portfolio Diagnostic Reviews ........................................................ 10 Key Definitions ..................................................................................................... 10 Particular Investment Restrictions ........................................................................... 10 Assets Under Management ..................................................................................... 11 Item 5. Fees and Compensation ........................................................................... 11 Fees Charged: Managed Accounts ........................................................................... 12 Fees Charged: Funds of Hedge Funds ...................................................................... 12 Fees Charged: Funds of Private Equity/Real Estate Funds .......................................... 13 Fees Charged: Co-Investment Funds ....................................................................... 13 Terminations of Advisers ........................................................................................ 14 Multiple Layers of Fees and Expenses ...................................................................... 14 Method of Payment of Fees .................................................................................... 14 Additional Fees and Expenses ................................................................................. 14 Payment of Fees in Advance ................................................................................... 16 Citi Distributor Compensation ................................................................................. 16 Compensation of CGMI Personnel ........................................................................... 17 Statement of Allocation Policy and Procedure ........................................................... 17 Item 6. Performance-Based Fees and Side-By-Side Management ........................ 19 Item 7. Types of Clients ....................................................................................... 19 Item 8. Methods of Analysis, Investment Strategies and Risk of Loss .................. 20 Methods of Analysis .............................................................................................. 20 Risks ................................................................................................................... 20 General Investment Risks ................................................................................... 21 Considerations Regarding Particular Types of Alternative Investments ...................... 24 Other Risks ....................................................................................................... 35  Item 9. Disciplinary Information .......................................................................... 56 SEC Claims Related to CitiFX Alpha Sold to MSSB Clients ........................................ 56 TRAK Fund Solution Settlements ......................................................................... 57 FINRA Claims Related to Research Ratings ............................................................ 57 Item 10. Other Financial Industry Activities and Affiliations ................................ 57 Other Registrations ............................................................................................... 57 Material Relationships or Arrangements with Certain Related Persons .......................... 58 Broker-Dealer ................................................................................................... 58 Custodian ......................................................................................................... 58 Banking Institutions ........................................................................................... 58 Material, Non-Public Information ......................................................................... 58 Compensation from Portfolio Managers .................................................................... 59 Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .................................................................................................. 59 General ............................................................................................................... 59 Participation and Interest in Client Transactions ........................................................ 60 Conflicts of Interest Between Citi Ventures and iCapital ............................................. 61 Secondary Sales of Fund Investments ..................................................................... 61 Follow-on Investment Opportunities ........................................................................ 62 Investments by Citigroup, Citigroup Clients, Alternative Investments and Employees .... 62 Relationship to the Underlying Funds ....................................................................... 64 Provisional Advisory Board Members ....................................................................... 64 Client Relationships ............................................................................................... 64 Commercial and Investment Banking Fees ............................................................... 65 Lending and Loan Syndication ................................................................................ 65 Service Providers .................................................................................................. 65 Other Conflicts of Interest ...................................................................................... 67 Procedures for Resolving Conflicts of Interest ........................................................... 69 Item 12. Brokerage Practices ............................................................................... 70 Item 13. Review of Accounts ................................................................................ 70 Item 14. Client Referrals and Other Compensation .............................................. 71 Item 15. Custody .................................................................................................. 71 Item 16. Investment Discretion ........................................................................... 72 Funds of Funds and Co-Investment Funds ................................................................ 72 Managed Accounts ................................................................................................ 72 Item 17. Voting Client Securities .......................................................................... 72 Item 18. Financial Information ............................................................................ 73 Other Information ................................................................................................. 73 4  Item 4. Advisory Business Introduction This brochure provides information about Citigroup Global Markets Inc. (“CGMI”) and certain investment advisory services it provides to clients of Citi Private Bank (“CPB”) and Citi Global Wealth at Work (“WaW”) and to certain private investment funds as described herein. Each of CPB and WaW is a business unit of Citigroup Inc. (“Citigroup”), and CGMI is a subsidiary of Citigroup. CGMI is registered as an investment adviser and a broker-dealer with the U.S. Securities and Exchange Commission (the “SEC”). The advisory services described herein were previously provided by Citi Global Alternatives, LLC (“CGA”), an affiliate of Citigroup Global Markets Inc. (“CGMI”), and are now provided by CGMI. On June 30, 2025, Citigroup entities sold their interests in CGA to Institutional Capital Network, Inc. (“iCapital”), and the parties entered into certain related agreements. The name of the investment manager has been changed from “Citi Global Alternatives, LLC” to “iCapital Global Alternatives, LLC” (“iCapital Adviser”). The teams previously engaged in providing portfolio management services to the respective funds and managed accounts on behalf of CGA, as described herein, have been transferred to CGMI as a result of the iCapital transaction. CGMI provides advisory services (as a sub-adviser) to private investment funds, including funds of hedge funds (each, a “Fund of Hedge Funds”), funds of private equity and real estate funds (each, a “Fund of PERE Funds,” and collectively with the Funds of Hedge Funds referred to as “Funds of Funds”), and private funds that invest in a portfolio of co-investment opportunities sourced from third-party managers (“Co-Investment Funds” and together with the Funds of Funds, the “Sub-Advised Funds”). CGMI also provides investment advice to separately managed accounts (“Managed Accounts”) on either a fully discretionary or non- discretionary basis. In addition, CGMI provides certain non-fee services as described below. This brochure is limited to CGMI’s alternative investments advisory services. Other advisory services and wrap programs are described in different brochures, which can be accessed at: https://www.privatebank.citibank.com/adv.htm and http://www.citi.com/investorinfo/advisoryprivacy. Clients should read and consider carefully the information contained in this brochure. While CGMI believes that its professional investment advice can work to benefit many clients, there is no assurance that the objectives of any Fund of Funds, Co-Investment Fund, Managed Account or other investment program described herein will be achieved. General The third-party portfolio managers (“Portfolio Managers”) and the underlying funds and co- investment opportunities managed by such advisers (“Funds”) are selected by CGMI for inclusion in the Sub-Advised Funds and/or Managed Accounts. CGMI applies its experience in manager sourcing, due diligence and risk management to evaluate and select third-party Portfolio Managers (and their funds or products) for inclusion on the Citi platform (the “Citi platform”). CGMI will only select Portfolio Managers for inclusion in the portfolios of the Sub- Advised Funds and Managed Accounts if they have been reviewed by Citi’s Alternatives and Investment Manager Solutions team (“AIMS”). In selecting Portfolio Managers for inclusion on the Citi platform, AIMS generally will consider various factors as appropriate for the relevant Platform, including, but not limited to: (i) investment strategy and targeted sectors; 5  (ii) the Portfolio Manager’s investment team and personnel; (iii) the overall sustainability risk profile of the Portfolio Manager; and (iv) the track record and transactions effected by the Portfolio Manager’s investment team. In respect of underlying funds that are hedge funds, AIMS also considers, among other factors: (i) the Portfolio Managers’ historical ability to generate attractive risk-adjusted returns over time; (ii) the Portfolio Managers’ historical ability to monitor and control risk appropriate to their strategy; and (iii) the adequacy of the Portfolio Managers’ business and operational infrastructure to support current and future projected assets under management. Within each of these two sets of broad areas, AIMS uses an extensive list of questions and metrics designed to assist it in deciding whether to allow a particular Portfolio Manager onto the Citi platform. Interviews with other investors and lenders and verification from independent professionals may also be undertaken. Citi relies on iCapital Advisors, LLC (“iCapital Advisors”), an affiliate of iCapital, to perform initial and ongoing due diligence on certain investment fund products, including business development companies, closed-end funds, private funds, and 1934 Act reporting companies, and the sponsors of such fund products. While iCapital Advisors will use criteria approved by AIMS in conducting due diligence, it should be expected that iCapital Advisors may apply those criteria differently than Citi. iCapital Advisors also conducts due diligence on the fund products that utilize Environmental, Social, and Governance (“ESG”) or sustainability factors in their respective investment strategies. Citi has adopted policies and procedures reasonably designed to oversee iCapital Advisors’ diligence. Prior to being admitted to the Citi platform, the Portfolio Manager and its relevant advised Fund must be approved by an internal investment committee and are also subject to various Citigroup approval processes. The members of this investment committee include officers of CGMI and officers of other Citigroup entities. For certain investments, CGMI or its delegate may serve as a member of the relevant limited partner advisory committee or serve in a similar function. The terms of any such advisory committee or similar function will be disclosed in the relevant governing documents. CGMI’s role with respect to Underlying Funds is generally limited to ongoing due diligence, performance monitoring, review of adherence to regulatory and investment guidelines, assessment of the use of leverage and examination of risk management procedures. Services Provided: Managed Accounts CGMI provides investment advice to Managed Accounts that will primarily acquire interests in Funds advised by Portfolio Managers and included on the Citi platform. CGMI provides such advice either directly to the client or, in certain regions outside the U.S., on a sub-advisory basis (with a local Citigroup affiliate generally serving as the direct advisor). The Managed Accounts are managed on a fully discretionary basis (“Discretionary Managed Accounts”) or a non-discretionary basis (“Non-Discretionary Managed Accounts”). Individual account agreements will provide for client notice or approval procedures, if any. With respect to a Discretionary Managed Account, CGMI and its affiliates will enter into an advisory agreement and related account opening documents with the client pursuant to which CGMI will construct and manage on a discretionary basis the Discretionary Managed Account. With respect to a Non-Discretionary Managed Account, CGMI and its affiliates will enter into an advisory agreement and related account opening documents with a client pursuant to which CGMI will provide investment advice relating to investment funds and will construct on a non-discretionary basis the Non-Discretionary Managed Account’s portfolio. Individual agreements may provide for other services to be provided by CGMI which may include: overall 6  allocation advice, due diligence services, consolidation of certain accounts, analytical and reporting services and certain administrative services. Citibank, N.A. or other Citigroup affiliates or third parties are often retained by the Managed Account clients or CGMI to provide administrative, custodial or other services to the Managed Accounts. In 2015, The Bank of New York Mellon (“BNY”) was appointed to perform certain sub-custodial and other functions in respect of the Managed Accounts established as of such date and has been appointed to perform such services for subsequent Managed Accounts in certain regions. The Managed Accounts program is generally referred to as the “Custom Hedge Fund Portfolios” program. In constructing a Managed Account portfolio, CGMI will first consider and assess the Managed Account client’s financial goals, investment objectives, investment time horizon, risk tolerance, investment preferences and other considerations deemed appropriate by CGMI. CGMI expects that it will utilize its proprietary asset allocation methodology and processes to determine strategic allocations for the portfolio. CGMI will also consider macroeconomic and market factors along with its qualitative views in both constructing the initial portfolio as well as providing ongoing monitoring and rebalancing advice. In certain instances, depending on an individual client’s needs and preferences, CGMI may construct portfolios that are either concentrated in terms of strategy or sectors or in terms of the number of funds. See Item 8 “Methods of Analysis.” Services Provided: Fund of Hedge Funds General CGMI has been engaged by iCapital and its affiliates as a sub-advisor (the “Sub-Advisor”) of each Fund of Funds. In this role, CGMI provides investment advice to Funds of Hedge Funds that are organized to invest primarily in other hedge funds (“Underlying Hedge Funds”). The iCapital Adviser will serve as the portfolio manager or investment adviser to each Fund of Hedge Funds and CGMI serves as the sub-investment manager or sub-portfolio manager of the Funds of Hedge Funds in accordance with the relevant sub-advisory agreement (the “Sub- Advisory Agreement”). Subject to the terms of the relevant Sub-Advisory Agreement, the Underlying Hedge Funds will be selected by CGMI, which takes advantage of AIMS’ sourcing, due diligence and risk management capabilities in evaluating and selecting third-party hedge fund managers. CGMI will determine the initial allocation among the Underlying Hedge Funds, perform on- going due diligence on the Underlying Hedge Funds, and regularly rebalance the allocation among the Underlying Hedge Funds based on, among other factors, the Funds of Hedge Funds’ strategies, investment limitations and investment restrictions as well as CGMI’s assessment of the individual Underlying Hedge Funds and the global market conditions. CGMI expects that it will utilize its proprietary asset allocation methodology and processes to determine strategic allocations for each Fund of Hedge Funds. It will also consider macroeconomic and market factors along with its qualitative views in both constructing the initial portfolio as well as providing ongoing monitoring and rebalancing advice. See Item 8 “Methods of Analysis.” Structure There are two Fund of Hedge Funds vehicles, one onshore and one offshore, that have been structured as “umbrella” structures which either issue shares in separate sub-funds or issue interests in series, depending on the vehicles’ jurisdiction of organization. Each series or sub- fund (each a “HF Portfolio”) will seek to achieve its own investment objective and policy, have separate rights and privileges as established in the vehicles’ respective constitutive 7  documents and bear separate liabilities. Each HF Portfolio will invest substantially all of its assets in Underlying Hedge Funds. Currently, the onshore vehicle has two active HF Portfolios and the offshore vehicle has three active HF Portfolios that are operated as fund of hedge funds vehicles, and will accept investors at a minimum subscription amount of $100,000 for the onshore vehicle and $125,000 for the offshore vehicle. The minimum subscription amounts may be waived by the HF Portfolios, subject to applicable law. Additional HF Portfolios are expected to be established in the future. Each Fund of Hedge Funds vehicle has established, or is also expected to establish, HF Portfolios that will be customized for, and available for investment by, certain eligible clients of Citigroup affiliates (“Dedicated Portfolios”). Similar to the Discretionary Managed Accounts, in constructing a Dedicated Portfolio, CGMI will first consider and assess, among other factors, the Dedicated Portfolio client’s financial goals, investment objectives, investment time horizon, risk tolerance, investment preferences and other factors deemed appropriate by CGMI. CGMI expects that it will utilize its proprietary asset allocation methodology and processes to determine strategic allocations for the Dedicated Portfolios. It will also consider macroeconomic and market factors along with its qualitative views in both constructing the initial portfolio as well as providing ongoing monitoring and rebalancing advice. See Item 8 “Methods of Analysis.” Dedicated Portfolios may be referred to as part of the “Custom Hedge Fund Portfolios” platform. Services Provided: Fund of Private Equity/Real Estate Funds General CGMI has been engaged by iCapital and its affiliates as Sub-Advisor of each Fund of Funds. In this role, CGMI provides investment advice to Funds of PERE Funds that are organized to invest primarily in a portfolio of other private equity or real estate funds and co-investment opportunities. Such investments include within a Fund of PERE Funds: private equity or real estate Funds on the Citi platform and related co-investment vehicles (collectively, “Underlying PERE Funds”). The iCapital Adviser will serve as the portfolio manager or investment adviser to each Fund of PERE Fund and CGMI serves as the sub-investment manager or sub-portfolio manager of the Fund of PERE Funds. Subject to the terms of the relevant Sub-Advisory Agreement, CGMI will determine the initial allocation among the Underlying PERE Funds based on the criteria set forth in the relevant fund governing documents. Structure Currently, there are nine Funds of PERE Funds and each invests substantially all of its assets in Underlying PERE Funds. These Funds of PERE Funds will generally accept investors at a minimum subscription amount of $250,000. The minimum subscription amounts may be waived by the Fund of PERE Funds, subject to applicable law. In addition, there is currently one Fund of PERE Funds vehicle that is structured as an “umbrella” vehicle, which issues shares in separate sub-funds. Each sub-fund (each a “PERE Portfolio”) will seek to achieve its own investment objective and policy, have separate rights and privileges as established in the vehicles’ respective constitutive documents and bear 8  separate liabilities. Each PERE Portfolio will invest substantially all of its assets in Underlying PERE Funds either directly or through another Fund of PERE Funds vehicle. This umbrella structure currently has three PERE Portfolios which consist of Custom PERE Portfolios (as defined below) and three Funds of PERE Funds. There are currently three sub-funds within this vehicle structured as feeders (i.e., each of these sub-funds is allocated to a specified Underlying Fund) and it is expected that additional future sub-funds within this vehicle will be structured as feeders (i.e., allocated to a specified Underlying Fund) or Funds of PERE Funds. CGMI does not serve and will not serve as sub-adviser to any such sub-funds structured as feeders. The PERE Portfolio Oversight Committee (the “PERE Portfolio Oversight Committee”) is responsible for overseeing the investment decisions relating to portfolio construction (including Portfolio Manager selection and asset allocation) as well as ongoing management and oversight of the Funds of PERE Funds. The PERE Portfolio Oversight Committee is currently comprised of officers of CGMI and representatives from various areas of Citi. Certain PERE Portfolios may be created for individual clients of Citigroup affiliates or related groups of investors and would be managed on a more customized basis in accordance with those clients’ and/or investors’ particular objectives (“Custom PERE Portfolios”). Additional Funds of PERE Funds and PERE Portfolios are expected to be established in the future. Services Provided: Co-Investment Funds General CGMI has been engaged by iCapital and its affiliates as Sub-Advisor of each Fund of Funds. In this role, CGMI provides investment advice to Co-Investment Funds that are each organized to invest in a diversified portfolio of private equity and real estate co-investments (“Co- Investments”). Each Co-Investment Fund’s portfolio is anticipated to include investments in single asset co-investment vehicles and is expected to be diversified as provided in the Co- Investment Funds’ governing documents, including by underlying investment group, geography, strategy and sector. Co-Investments in which the Co-Investment Funds are expected to invest will focus on strategies that include, but are not limited to, buyouts, growth, venture, structured credit, mezzanine, infrastructure, distressed/turnarounds, core real estate, value-add real estate and opportunistic real estate. It is expected that the Co-Investments will be sourced from Portfolio Managers on the Citi platform, thus leveraging AIMS’s experience in manager sourcing, due diligence and risk management capabilities in evaluating and selecting third-party Portfolio Managers and the related Co-Investments. Co-Investments will be selected based on CGMI’s detailed qualitative and quantitative analysis of the investment merits of a selected opportunity in addition to the analysis that is performed on respective Portfolio Managers when they were onboarded to the Platform, the characteristics and diversification of existing investments, the desired pace of deployment of capital and the expected pipeline of investment opportunities and any investment limitations and investment restrictions of the Co-Investment Fund. The iCapital Adviser serves as the portfolio manager or investment adviser to the Co- Investment Funds and CGMI serves as the sub-investment manager or sub-portfolio manager 9  of the Co-Investment Funds and will determine the allocation among the Co-Investment Funds based on the criteria set forth in the relevant fund governing documents. Structure Currently, there are two Co-Investment Funds that were launched for offering in the third quarter of 2024, and each is expected to invest substantially all of its assets in Co- Investments. These Co-Investment Funds will generally accept investors at a minimum subscription amount of $250,000. The minimum subscription amounts may be waived by the Co-Investment Funds, subject to applicable law. Additional Co-Investment Funds are expected to be established in the future. Services Provided: Portfolio Diagnostic Reviews CGMI provides investment portfolio analysis (a “Portfolio Diagnostic Review”) on a non-fee basis to certain select clients of Citigroup affiliates. A Portfolio Diagnostic Review is performed by CGMI for an individual client to provide them with a better understanding of their alternative fund holdings and portfolio construction issues. CGMI will evaluate a client’s portfolio for, among other things, diversification, liquidity and allocation of investment strategies. CGMI’s evaluation of the client’s portfolio is based on the data provided by the client on existing alternative fund holdings. CGMI only provides information with respect to the client’s portfolios, and clients are solely responsible for all investment decisions relating to the client’s portfolios. After receiving a Portfolio Diagnostic Review, clients may decide to invest in Funds of Funds or Co-Investment Funds; invest in a Dedicated Portfolio; or retain CGMI to advise a Managed Account for the client. See Item 8 “Methods of Analysis.” Key Definitions The term “Underlying Fund” includes, where applicable, a Co-investment SPV vehicle, a Co- Investment, an Underlying Hedge Fund and an Underlying PERE Fund. The term “Portfolio Managers refers to the third-party portfolio managers an Underlying Fund. The term “Co- investment SPV Vehicle” includes any private equity or real estate Co-investment SPV vehicle, as applicable. The term “Fund(s) of Funds” includes the Fund(s) of Hedge Funds and the Fund(s) of PERE Funds (as well as the Custom PERE Portfolios part of the Fund of PERE Funds structure). Particular Investment Restrictions Individual investors in the Funds of Funds and Co-Investment Funds are not consulted in the design or implementation of investment programs. Each Fund of Funds’, Co-Investment Fund’s and Dedicated Portfolio’s account documentation will describe its investment program and any related investment restrictions. With respect to Managed Accounts, each advisory agreement and related account documentation will specify the particular investment program and any related investment restrictions. Each Managed Account and each Dedicated Portfolio will be customized to reflect a particular investor profile. An investor profile generally addresses existing investments, income preferences, liquidity preferences, investment time horizon, investment objectives, risk tolerance and investment experience. 10  Assets Under Management As of December 31, 2025, client assets managed on a discretionary basis totaled $34,964,584,439 and client assets managed on a non-discretionary basis totaled $21,042,071,482. Item 5. Fees and Compensation CGMI offers investment management and advisory services for a fee that is calculated as a percentage of assets under management, and fees based on performance as described below and in Item 6. Such fees are based upon the scope of the engagement and the services required by the relevant Fund of Funds, Co-Investment Fund, or Managed Account and disclosed in the relevant investment advisory agreement, Sub-Advisory Agreement, or account documentation, as applicable. As among Funds of Funds and Co-Investment Funds, fees differ based upon a number of factors, including the structure of such Fund of Funds or Co-Investment Fund and the complexity and trading strategy of such fund and any relevant Underlying Funds or Co-Investments. For the Managed Accounts, fees may differ based upon a number of factors, including without limitation, account complexity and size, assets under management, overall relationship with CGMI and its affiliates and relevant negotiated commercial terms, including any relevant investment objectives and restrictions. As compensation for its investment management and advisory services, CGMI’s advisory or management fees are typically calculated based on committed capital, net asset value, current fair value and/or remaining invested capital, with respect to such CGMI’s clients. The amounts of such fees and allocations, including how and when fees are calculated, charged and paid, and how allocations are calculated and made, are described in detail in the offering documents for each Fund of Funds and Co-Investment Fund and the account documentation for each Managed Account, and investors and potential investors should review these materials carefully when making their investment decisions so that they have a complete understanding of the fees and expenses that can be charged to investors. In its role as Sub-Advisor to the Sub-Advised Funds, CGMI is receives certain sub-advisory fees (the “Sub-Advisory Fees”). CGMI generally shares Sub-Advisory Fees with the Distributors for the relevant Sub-Advised Fund up to 50% of the Sub-Advisory Fees and, where applicable, up to 100% of any performance compensation. “Distributors” of the Sub- Advised Funds are CGMI and its various affiliates, including Citibank, N.A. and its branches and Citi Private Alternatives, LLC (“CPA”), that serve as placement agents or distributors of a Fund. The following descriptions of fees are current as of the date of this brochure. CGMI may in the future charge other types of fees and use different fee structures, including variations of performance or incentive fees and allocations (referred to herein as “incentive” fees or allocations), payment and termination terms. The management fees, other fees and distributions described herein are generally subject to modification, waiver or reduction by CGMI in its sole discretion, both voluntarily and on a negotiated basis with selected investors and clients via side letter and other arrangements, which may not be disclosed to other investors in the same CGMI’s client or other clients. The fee structures described herein may be modified from time to time. Fees may differ from one CGMI client to another, as well as among investors in the same Fund. Employees of CGMI and its affiliates invest in Funds of Funds, Co-Investment Funds and Managed Accounts on the same terms as other clients; however, employees who are Managing Directors receive a 50% discount on placement fees payable to the Distributors. Additionally, in respect of certain products, commitment level requirements that otherwise 11  would apply for an investor to be eligible for a series or share class are waived by CGMI and/or on behalf of its products for certain investors, such as for Citigroup employees and members of their families. This may result in such investors paying lower fees than would be charged for the series or share class for which they would otherwise be eligible. Fees Charged: Managed Accounts The investment advisory agreement and account documentation relating to each Managed Account will specify the fees payable to CGMI or its affiliates. Such fees will typically include management fees that are asset-based and range from 0.00% to 1.60% per annum for the presently advised Managed Account clients, and will vary for each particular client based on a number of factors and considerations, which may include size of the account, account investment mandate and related complexity, assets under management and requested commercial terms which are subject to negotiation, such as whether the account is discretionary or non-discretionary. Clients with similar investment objectives or other similarities (such as account size) may be charged different management fees. There are no current arrangements for performance fees, which are typically determined as a percentage of profits, or for non-asset-based fixed management fees. Fees are payable in arrears, typically monthly or quarterly as provided in the relevant account documentation. CGMI will typically share a portion of such fees with certain placement, sales or referral agents. Any servicing fees or incentive payments received by CGMI or its affiliates in respect of a Managed Account’s investment in an Underlying Fund or other investment vehicle will be credited or refunded to the Managed Account holder. To the extent that a Managed Account invests in a feeder advised by the iCapital Adviser, it will generally invest in a “no fee” share class, which is a class that charges reduced management fees or incentive fees. In the event of a termination of a Managed Account, such investor will no longer be eligible to participate in such “no-fee” share class and such shares/interests will be exchanged for or converted into shares/interest of the corresponding class for which such investor qualifies for and such feeder will charge the fees as provided in the relevant offering documents. Citigroup affiliates will in most instances provide certain administrative and custodial services related to the support of the Managed Accounts at no additional cost. It is expected that CGMI will share a portion of its fees with such affiliated service providers. As noted above, BNY has been appointed to provide certain sub-custodial and related services for the Managed Accounts. For Managed Accounts established after February 2015, such Managed Accounts will be subject to any fees charged by BNY. For Managed Accounts established prior to such date, CGMI or one of its affiliates shall pay any fees charged by BNY. Managed Account clients will generally be able to terminate their contractual relationship upon written notice given within certain specified times as provided in the relevant account documentation. If a Managed Account is terminated, CGMI will be entitled to fees so long as any assets remain in the Managed Account as compensation for administrative services provided by CGMI in connection with the termination of the Managed Account. Nevertheless, CGMI will aim to wind down the Managed Account as soon as reasonably practicable. Fees Charged: Funds of Hedge Funds Each Fund of Hedge Funds will pay the iCapital Adviser a management fee either monthly or quarterly in arrears, at an annual rate up to 1.25% per annum, which varies by share class, based on the amount invested. The iCapital Adviser will retain up to 0.25% per annum of the management fee, and CGMI will receive the remaining portion of the management fee, for its services as Sub-Advisor. There are no current arrangements for incentive fees or allocations, 12  which are typically determined as a percentage of profits, or for non-asset-based fixed management fees. However, in addition to the management fee, certain Dedicated Portfolios may in the future pay or allocate to the iCapital Adviser and/or CGMI an incentive allocation and/or incentive fee based on the return of the Dedicated Portfolio and its investments. The amount of the management fee, incentive allocation and/or incentive fee for a particular HF Portfolio within a Fund of Hedge Funds vehicle will be set forth in the account documentation for that HF Portfolio. In certain cases, CGMI will agree to waive part or all of the asset-based fee and/or otherwise reimburse or pay a Fund of Hedge Funds, to the extent necessary to prevent such Fund of Hedge Funds’ expenses from exceeding a certain amount, as may be contemplated in such Fund of Hedge Funds’ offering documentation. The management fee paid to iCapital (and thus the portion shared with CGMI) is calculated based on the value of the assets of the Underlying Funds as provided by the manager of each Fund as of a particular date. Such Fund valuations are based on the value of underlying alternative investments, which may trade rarely if at all, and are thus difficult to value. iCapital and CGMI rely on these valuations to calculate management fees, and there is a risk that these valuations will be higher than the actual value of such Funds. Fees Charged: Funds of Private Equity/Real Estate Funds CGMI will receive a portion of the management fee paid by each Fund of PERE Funds to the iCapital Adviser, for its services as Sub-Advisor, as set forth in the offering documents of the Funds of PERE Funds. Each Fund of PERE Funds will pay the iCapital Adviser a management fee quarterly in arrears, at an annual rate ranging at present from 0.00% to 0.75% per annum based on the aggregate unreturned invested capital called from the Fund of PERE Funds’ investors. There are no current arrangements for incentive fees or allocations, which are typically determined as a percentage of profits, or for non-asset-based fixed management fees. The amount of the management fee, incentive allocation and/or incentive fee for a particular PERE Portfolio within the Fund of PERE Funds vehicle will be set forth in the account documentation for that PERE Portfolio. CGMI, CPA and certain other affiliated placement agents typically also receive servicing fees, incentive payments and upfront fees from a Portfolio Manager of an Underlying PERE Fund. Investors will typically also be subject to a placement fee payable to the placement agents affiliated with CGMI which is in addition to the upfront fees. Fees Charged: Co-Investment Funds CGMI will receive a portion of the management fee paid by each Co-Investment Fund to the iCapital Adviser, for its services as sub-adviser, as set forth in the offering documents of the Co-Investment Fund. Each Co-Investment Fund will pay the iCapital Adviser a management fee quarterly in arrears, at an annual rate ranging at present from 0.50% to 1.00% per annum based on the aggregate capital commitments made to each Co-Investment Fund during the investment period, and based on aggregate invested capital thereafter. CGMI or an entity that it designates will generally receive an incentive allocation of 10% of profits after an 8% annual preferred return to investors. For certain series of interests available to early investors in a Co-Investment Fund, CGMI or an entity that is designates will receive an incentive allocation of 5% of profits after an 8% annual preferred return to investors, with all such amounts then paid to the Distributors. Investors will typically also be subject to a placement fee payable to the placement agents affiliated with CGMI. 13  Citi is generally not expected to receive fees from Investment Managers (as defined below) for the Co-Investments sourced for the Co-Investment Funds. However, to the extent that the Co-Investment Funds participate in an underlying investment that is being globally offered on the Citi platform, CGMI, CPA and certain other affiliated placement agents would likely receive upfront fees and servicing sees with respect to the commitments attributable to the Co-Investment Funds. Terminations of Advisers The procedures and conditions under which (i) a Fund of Funds or Co-Investment Fund can terminate an investment management agreement, investment advisory agreement or portfolio management agreement, as applicable, with the iCapital Adviser and (ii) the iCapital Adviser can terminate a Sub-Advisory Agreement as described in such agreements; generally such agreements can be terminated upon written notice given within certain time periods. Multiple Layers of Fees and Expenses Investors in the Funds of Funds, Co-Investment Funds and Managed Accounts will in effect pay multiple sets of fees and expenses: one at the Fund of Funds, Co-Investment Fund or Managed Account level and one at the Underlying Fund level. As a result of the payment of multiple levels of fees and expenses, investors will pay more in fees by investing in a Fund of Funds, Co-Investment Fund or Managed Account than they would by investing directly in the Underlying Funds or Co-Investments. Because of high minimum investment levels and other reasons, many investors in a Fund of Funds or Co-Investment Fund would generally not have the opportunity to invest directly in an Underlying Fund or Co-Investment. In addition, by investing in a Fund of Funds, Co-Investment Fund or Managed Account, investors receive professional management of a portfolio of alternative investments consisting of multiple Underlying Funds or Co-Investments, as applicable. Method of Payment of Fees Portfolios within the Fund of Hedge Funds will accrue or allocate any management and incentive fees at such times and in such manner specified in their respective account documentation. Generally, such funds will accrue any management fees monthly and payment will be made quarterly in arrears. Such fees will be deducted from the respective HF Portfolio and reflected in an investor’s net asset value per share or capital account, as applicable. It is expected that a Managed Account’s management fees will be calculated and payable monthly in arrears and will be deducted from the client’s account as provided in the applicable account documentation. To the extent performance fees are charged for future Managed Accounts, any such fees or incentive allocations would be expected to be calculated and payable at the end of each fiscal year and also deducted from the relevant Managed Account. Investors in Fund of PERE Funds, PERE Portfolios and Co-Investment Funds will directly pay the iCapital Adviser or CGMI any management fees as specified in the respective fund and account documentation. Additional Fees and Expenses As described in more detail in their respective constituent agreements, each Fund of Funds and Co-Investment Fund bears all of its operating and administrative expenses including: (a) legal (including, without limitation, a proportionate amount of the salaries, bonuses, benefits and other applicable compensation paid to full time or temporary in-house legal counsel 14  employed or retained by CGMI or the iCapital Adviser with respect to such counsel’s support and time devoted to the administration and operation of the Fund of Funds or Co-Investment Fund), auditing, tax preparation, consulting, financing, valuation, investor servicing and accounting fees and expenses, printing costs, fees and expenses incurred by any advisory board, the annual fee paid to a general partner and the establishment costs of a general partner, administration fees, investment advisory fees, custodian fees and expense reimbursements to an administrator, CGMI or the iCapital Adviser and a custodian (including expenses relating to ongoing regulatory compliance matters and regulatory reporting obligations specifically relating to the Fund of Funds’ or Co-Investment Fund’s activities (including, for greater certainty, regulatory compliance matters and regulatory filings of CGMI and the iCapital Adviser and their respective affiliates relating to the Fund of Funds or Co- Investment Fund and its activities), and bank charges, interest and other borrowing costs; (b) all expenses associated with the preparation of financial statements, tax returns and associated documentation and maintaining books and records; (c) out-of-pocket expenses of transactions (whether or not consummated) and other expenses associated with the pursuit, acquisition, holding and disposition of investments, including formation costs of alternative investment vehicles and legal expenses related thereto; (d) any taxes, fees or other governmental charges levied against the Fund of Funds or Co-Investment Fund (unless allocable to a specific investor); (e) all amounts and expenses with respect to insurance (including liability insurance) and indemnification obligations; (f) extraordinary expenses, including litigation expenses; and (g) all fees and expenses incurred in connection with the liquidation and winding-up and cancellation of the Fund of Funds or Co-Investment Fund and its governing body. Each Fund of Funds or Co-Investment Fund will generally bear, pro rata based on the aggregate capital commitments of each vehicle, all organizational and offering expenses (including legal (including, without limitation, a proportionate amount of the salaries, bonuses, benefits and other applicable compensation paid to full time or temporary in-house legal counsel employed or retained by CGMI with respect to such counsel’s support and time devoted to the organization and offering of the Fund of Funds or Co-Investment Fund interests), travel and entertainment, accounting, tax, consulting, filing, due diligence, printing and other expenses) incurred by them or on their behalf in connection with the formation and offering of the Fund of Funds or Co-Investment Fund and the negotiation of related documents, including any agreement with the Portfolio Managers related to the offering of Fund of Funds or Co-Investment Fund interests. As described in more detail in each client’s advisory agreement and related account documentation, each Managed Account client may incur custody fees as described under “Fees Charged: Managed Accounts” above and other costs and charges in certain circumstances (for example where individual securities are held in the Managed Account). In addition, investors will bear comparable organizational, offering, operating and other expenses as described above in respect of each Underlying Fund or Co-Investment as described in its constituent documents. The applicable governing document for the Co-Investment Funds and Funds of Funds contain provisions allowing such Funds to borrow money for investment and other purposes. To the extent a Fund uses borrowed funds in advance or in lieu of capital contributions, the Fund’s investors generally make correspondingly later capital contributions, but the Fund will bear the expense of interest on such borrowed funds. As a result, the Fund’s use of borrowed funds will impact the calculation of net performance metrics (to the extent that they measure investor cash flows) and generally make net IRR calculations higher than they otherwise would be without fund-level borrowing as these calculations generally depend on the amount and 15  timing of capital contributions. It is expected that the interest will accrue on any such outstanding borrowings at a lower rate than any preferred return, which will begin accruing when capital contributions to fund such investments, or repay borrowings used to fund such investments, are actually made to the relevant Fund. Thus, while the Fund will bear the expense of borrowed funds, such borrowings can also increase the incentive allocation or carried interest, as applicable, received by the iCapital Adviser, CGMI or their respective affiliates or will result in the receipt of an incentive allocation or carried interest, as applicable, earlier than it would otherwise have by decreasing the amount of distributions from the Fund that are required to be made to Fund investors in satisfaction of any preferred return. CGMI therefore has a conflict of interest in deciding whether to borrow funds because CGMI and its affiliates may receive disproportionate benefits from such borrowings. Furthermore, the use of fund-level borrowing for investment purposes are treated as investment capital for purposes of calculating the relevant Fund’s management or advisory fee. Therefore, investors pay management or advisory fees on borrowed amounts used to fund an investment even though such amounts would not accrue a preferred return as described above. When certain expenses are incurred in common, subject to the terms of the Sub-Advisory Agreement, CGMI will determine in its sole discretion the appropriate allocation of investment and other expenses borne by each Fund of Funds, Co-Investment Fund and Managed Account pursuant to their respective account documentation. CGMI attempts to allocate such expenses in a fair and equitable manner. Typically, such an expense item is allocated among funds and accounts benefiting from such expense item and at times the allocation decision will reflect judgement on the part of CGMI. While an allocation can have the effect of reducing expenses that a fund or account might otherwise be required to pay in full, it may also result in differences in the relative cost and benefits across funds and accounts. CGMI, its affiliates and their respective employees can be expected to receive certain intangibles and/or other benefits and perquisites arising and resulting from their activities on behalf of Funds of Funds, Co-Investment Funds and Managed Accounts and relevant Underlying Funds and Co-Investments, including benefits and other discounts provided from service providers. Third-party Portfolio Managers and their service providers may provide such employees with occasional meals, leisure or entertainment outings, small gifts and promotional items. In addition, these third parties may pay for certain expenses—including travel, lodging, meals, presentation materials and room rentals—that are related to training meetings or meetings with clients or prospective clients where their investment products or service offerings are discussed or promoted. The benefits that such third parties provide to such employees may incline them to favor certain Portfolio Managers and their funds or products over others that do not provide the same benefits. CGMI mitigates such conflicts of interest by applying standard criteria when evaluating Portfolio Managers. Payment of Fees in Advance In general, clients do not pay advisory fees to CGMI in advance. However, all fees are paid in respect of a particular Fund of Funds or Co-Investment Fund as provided in its constituent documents. Citi Distributor Compensation CGMI, CPA and other affiliates of CGMI that serve as placement agents or distributors for CGMI-advised and sub-advised products receive compensation for the sale of securities issued by CGMI’s sub-advised Fund clients. 16  Compensation of CGMI Personnel Neither CGMI nor any of CGMI’s personnel or supervised persons providing investment management services in respect of the funds and accounts described hereunder directly receives any compensation for the sale of securities issued by CGMI’s fund clients. Citi financial advisers, including the bankers, investment counselors and product specialists who provide services in connection with clients’ advisory account(s), receive a fixed base salary plus a discretionary annual bonus which is based on the employee’s performance over the entire year. To determine the bonus, Citi has established a balanced assessment model through a scorecard that incorporates a qualitative assessment based on talent management, partnership, leadership, participation in corporate initiatives, and adherence to Citi’s risk management and compliance requirements and a quantitative assessment based on various financial metrics described below. Quantitative financial performance assessment is focused primarily on revenue growth, new client acquisition, asset growth, investment advisory account (managed investments) assets under management growth and net product sales (which subtracts client redemptions from gross sales). The scorecard also considers referrals for products and services offered by other parts of Citi and/or those offered by third parties. Because Citi financial advisers receive compensation that is tied to the advisory revenue they generate and the amount of new investment assets they attract, including the level of account assets under management, Citi financial advisers have incentives to make recommendations and encourage clients to take actions that generate additional revenues and that conflict with a client’s interest to minimize the fees and expenses the client incurs. While these financial performance measures are taken into account, financial advisers do not receive any direct percentage of the brokerage or advisory revenue they generate. Other core factors on the scorecard include a measure of overall performance against the financial adviser’s goals and relative performance against peers in similar roles to determine a final performance rating. The ultimate decision to grant the bonus, and the value and form it takes, are in the sole discretion of management, and depends on factors as Citi’s overall performance, such relevant Citi’s performance, the financial adviser’s business or functional group’s performance, as well as the individual’s final performance rating. Statement of Allocation Policy and Procedure Except as otherwise discussed below, it is CGMI’s policy that no Fund of Funds, Co-Investment Fund, Managed Account, Custom PERE Portfolio or other account for which CGMI has investment decision responsibility shall receive preferential treatment over any other Fund of Funds, Co-Investment Fund, Managed Account, Custom PERE Portfolio or account. Investment opportunities that are suitable for more than one Co-Investment Fund, Fund of Funds, Managed Account, Custom PERE Portfolio or other account will be allocated among CGMI’s clients in a manner that CGMI determines to be fair, equitable and consistent with applicable regulatory and contractual investment restrictions, investment criteria and/or business and tax considerations. CGMI portfolio managers have a duty to act in the best interests of their accounts. Where a Portfolio Manager or other investment opportunity has limited capacity and the investment is suitable for more than one Fund of Funds, Managed Account, Custom PERE Portfolio or account, CGMI is not obligated to cause a Fund of Funds, Managed Account, Custom PERE Portfolio or other account that invested first to withdraw to free up capacity for another Fund of Funds, Managed Account, Custom PERE Portfolio or account. 17  Investment opportunities generally will be allocated among those Funds of Funds, Managed Accounts, Custom PERE Portfolios and accounts for which participation in the respective opportunity is considered appropriate by CGMI. In making such determinations for its clients, where investment opportunities are suitable for one or more of CGMI’s clients, CGMI may consider the primary investment mandate of the relevant clients, the size of the clients, the size of the proposed investment, the liquidity, holding period and anticipated maturity of the applicable investment and the remaining investment period and term of the investments as well as the investment period and term of relevant CGMI’s clients, the availability of other comparable investment, any tax, regulatory or legal restrictions applicable to the relevant investment, the contractual obligations and investment restrictions applicable to the relevant clients, the co-investment arrangements with respect to the relevant clients, diversification concerns with respect to the relevant clients, anticipated returns and risk profile of the applicable investment, other anticipated needs or uses of capital by each of the relevant clients, relative available capital of the relevant clients, along with such other relevant investment criteria and other considerations as CGMI deems appropriate and is consistent with its internal allocation policy, which is expected to vary from time to time. Allocation considerations referenced with respect to investments above also include such considerations with respect to Underlying Funds, to the extent applicable. CGMI makes allocation determinations based solely on its expectations at the time such investments are made, however investments and their characteristics may change and there can be no assurance that an investment may prove to have been more suitable for one CGMI client, rather than another CGMI client, in hindsight. Each Fund of PERE Funds (other than the Custom PERE Portfolios), during its investment period, will have a pre-established allocation to participate in each available private equity or real estate investment or co-investment on the Citi platform provided such investments meet the criteria for inclusion in its portfolio and subject to the oversight and approval of an internal investment committee comprised of individual representatives of CGMI and other Citi Private Bank professionals. With respect to Co-Investment opportunities that are not considered globally available opportunities as determined by CGMI in its sole discretion, priority allocation will generally be made pro rata among the Co-Investment Funds and any eligible Custom PERE Portfolios, and will generally not be allocated to any other funds or Managed Accounts advised by CGMI, unless any such other funds or Managed Accounts have pre-existing primary co-investment rights. Allocation determinations are inherently subjective and give rise to conflicts of interest due to the inherent biases in the process. For example, in allocating an investment opportunity among the Funds of Funds, Managed Accounts, Custom PERE Portfolios and other of CGMI’s clients with differing fee, expense and compensation structures, CGMI has an incentive to allocate investment opportunities to the clients from which CGMI and/or its related persons derive, directly or indirectly, higher fees, compensation or other benefits. Notwithstanding the foregoing, CGMI will not allocate investment opportunities among its clients based, in whole or in part, on (i) the relative fee structure or amount of fees paid by any client or (ii) the profitability of any client. CGMI and Citigroup personnel invest indirectly in and may be permitted to invest directly in CGMI’s Fund clients alongside client investments. Such personal investments will vary client by client and may create an incentive to allocate particularly attractive investment opportunities to such Fund clients in which such personnel hold a greater interest. These personal investments present conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a CGMI client. Such conflicts are mitigated by the 18  implementation of policies and procedures designed to ensure that investment allocations are made in a fair and equitable manner. Subject to the terms of the Sub-Advisory Agreement, CGMI will make the ultimate determinations with respect to the number, mix and allocation of investments that are appropriate for the Funds of Funds, Managed Accounts, Custom PERE Portfolios and other of CGMI’s clients. Accordingly, a CGMI client may be allocated investments suitable for another CGMI client that are not allocated to such client, or investments may be made by CGMI’s clients at different times or on different terms. The deployment of capital and investment performance of a CGMI client may be negatively affected by such allocations. A CGMI client may invest in opportunities that another client has declined, and likewise, a CGMI client may decline to invest in opportunities in which another CGMI client has invested or such investments may be made at different times or on different terms. There can be no assurance that the return on the investments by a CGMI client will not be less than the returns obtained by any other client participating in the same transaction (at different times) or that a client will participate in each investment opportunity that is appropriate for it or on the same or similar terms and conditions as any other client participates. Item 6. Performance-Based Fees and Side-By-Side Management CGMI will not charge incentive fees directly at the Fund of Hedge Funds or Fund of PERE Funds level. Underlying Funds may charge such fees (other than Dedicated Portfolios as described below). CGMI expects that it (or an entity that it designates) will charge incentive fees or allocations for the Co-Investment Funds, for Custom PERE Portfolios, for certain Managed Accounts and for certain Dedicated Portfolios within the Fund of Hedge Funds. See Item 8 “Use of Underlying Fund Managers” and “Valuation Risks.” Incentive fees can vary depending upon the Fund of Funds, Co-Investment Fund or Managed Account. In certain instances, the incentive-based compensation will create an incentive for CGMI to cause certain of the Funds of Funds, Co- Investment Funds or Managed Accounts to make investments which would be riskier or more speculative than those made under a different compensation arrangement. This conflict is mitigated through our adoption and implementation of allocation policies and procedures that are designed to treat clients fairly and equitably. See “Statement of Allocation Policy and Procedure” above. Item 7. Types of Clients With respect to the Funds of Funds and Co-Investment Funds, CGMI’s clients are the respective funds, not the underlying investors. The Funds of Hedge Funds (other than the Dedicated Portfolios) require minimum investments ranging from $100,000 to $5,000,000, which may be waived, subject to applicable law. The Funds of PERE Funds (other than Custom PERE Portfolios) and the Co-Investment Funds require minimum investments ranging from $250,000 to $5,000,000, which may be waived, subject to applicable law. CGMI expects that investors in the Dedicated Portfolios and Custom PERE Portfolios may include individuals, trusts, institutions and pension plans. CGMI generally requires a minimum investment of $10,000,000 for Dedicated Portfolios and Custom PERE Portfolios, which may be waived, subject to applicable law, and which can be made in cash or in the form of one or more in kind contributions (each, an “In Kind Contribution”). The acceptance of an In-Kind Contribution will be made on an ad hoc basis and will be subject to the approval of the governing body of the applicable Dedicated Portfolio or Custom PERE Portfolio. 19  With respect to the Managed Accounts, the clients are the holders of the Managed Accounts. CGMI expects that such clients may include individuals, trusts, institutions and pension plans. CGMI generally requires a minimum investment of $10,000,000 for both Discretionary Managed Accounts and Non-Discretionary Managed Accounts, which may be waived, subject to applicable law. Item 8. Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis See Item 4 for a description of the method of selecting and monitoring the selection of Co- Investments for the Co-Investment Funds and the selection of Underlying Hedge Funds and Underlying PERE Funds for inclusion in the Fund of Funds. In constructing portfolios for the Managed Accounts and the Funds of Hedge Funds, CGMI’s process is iterative and includes multiple levels of research inputs from both research teams within CGMI and other areas of Citigroup. CGMI and the AIMS team each use a proprietary and innovative hedge fund portfolio construction, management and monitoring tool created specifically for and by CGMI. This tool provides real time oversight of the portfolios, quality statistical analysis and enhanced connectivity to relevant systems and databases. The strategic asset allocation process of portfolio construction formulates a top down and bottom up review incorporating both quantitative and qualitative components. The top down and bottom up reviews are overlaid with thematic investment ideas and forward looking views on market opportunities. The monitoring and rebalancing process is designed to dynamically assess the portfolio based on, among other things, market themes, opportunities and views and benchmark and performance analysis. With respect to Managed Accounts, Custom PERE Portfolios, and Dedicated Portfolios, CGMI may also consider, among other factors, the client’s lifestyle, needs and objectives and its risk and return expectations. In certain instances, depending on an individual client’s needs and preferences, CGMI may construct more concentrated portfolios that are more concentrated in terms of strategies, sectors or number of funds. See Item 4 “Particular Investment Restrictions.” The processes described above will also be utilized in varying degrees with respect to the Portfolio Diagnostic Reviews. Risks Alternative Investments entail a high degree of risk. Investors should give careful consideration to the following risk factors and conflicts of interest detailed in this Item 8 and also review the more detailed risk factors and conflicts of interests set forth in the relevant offering memorandum and other product-specific information provided by the product or CGMI, which are incorporated herein by reference, in evaluating the merits and suitability of any Alternative Investment products. The following does not purport to be a comprehensive summary of all the risks and conflicts of interest associated with Alternative Investments. “Alternative Investments” means the Funds of Funds, the Co-Investment Funds, the Managed Accounts and the Dedicated Portfolios, and unless the context indicates otherwise, all references to “Alternative Investments” in this Item 8 should be read to include “Underlying Funds.” “Investment Managers” includes CGMI and the Underlying Fund Managers unless the context indicates otherwise. “Underlying Fund” includes, where applicable, a Co-Investment, an Underlying Hedge Fund and an Underlying PERE Fund. “Underlying Fund Manager” means 20  the investment manager or investment adviser to the Underlying Fund, including a Portfolio Manager. General Investment Risks General. Any prospective client or investor must be able to bear the risks involved and must meet the suitability requirements of the Alternative Investments. Alternative investment strategies employed by the Alternative Investments are not suitable for all investors. No assurance can be given that the Alternative Investments’ investment objectives will be achieved. Investments in hedge funds, private equity funds, real estate funds and other types of private investment funds are typically speculative and involve a substantial degree of risk. Past results of the Alternative Investments or any other private investment funds or accounts managed by Investment Managers are not necessarily indicative of future performance of any Alternative Investment and the performance of such Alternative Investment may be volatile. Moreover, CGMI will place an Alternative Investment’s assets with an Underlying Fund Manager based upon CGMI’s evaluation of, among other factors, the past performance of such Underlying Fund Manager. Such past performance may not be an accurate indicator of future returns delivered by such Underlying Fund Manager. Investment results may vary substantially on a monthly, quarterly or annual basis. The establishment and use of an Alternative Investment does not constitute a complete investment program. A prospective client or investor must realize that it could lose all or a substantial amount of its investment in an Alternative Investment. Certain Alternative Investments may underperform or experience financial difficulties, which difficulties may never be overcome. Certain Alternative Investments may be highly illiquid and/or permit redemptions infrequently and under very restrictive terms. Investment Managers may utilize highly speculative investment techniques, including extremely high leverage, highly concentrated portfolios, workouts and startups, control positions and illiquid investments. Neither CGMI nor any investor will have the ability to direct or influence the management of an Underlying Fund Manager’s investments. As a result, the returns of any Alternative Investment that allocates to an Underlying Fund will depend primarily on the performance of such Underlying Fund Manager and could suffer substantial adverse effects by the unfavorable performance of such Underlying Fund Manager. There are no assurances that any Investment Manager will be able to identify suitable investment opportunities. No assurance can be given that an Alternative Investment will achieve its goals or investment objectives. If an Alternative Investment receives distributions in kind from an Underlying Fund, it may incur additional costs and risks to dispose of such assets. Dependence on the Investment Managers. Subject to the terms of the Sub-Advisory Agreement, all decisions with respect to the assets and the general management of the Funds of Funds and Co-Investment Funds will be made by CGMI and all decisions with respect to Underlying Funds’ assets and the general management of the Underlying Funds will be made by the Underlying Fund Managers. All decisions with respect to the assets and the general management of the Discretionary Managed Accounts and Dedicated Portfolios will be made either directly by CGMI or where CGMI is serving as a sub-adviser to another Citi affiliate, directly by such Citi affiliate as provided in the relevant account information. All recommendations made to clients with respect to the Non-Discretionary Managed Accounts will be made either directly by CGMI or where CGMI is serving as a sub-adviser to another Citi affiliate, directly by such Citi affiliate as provided in the relevant account information. Investors in the Alternative Investments will have no right or power to take part in the management of the Alternative Investments. As a result, the success of the Alternative Investments will depend largely upon the ability of the Investment Managers and their personnel, in particular the ability of the Investment Managers to identify and consummate 21  appropriate investments that generate a profit or which the Alternative Investments dispose of at a profit. There can be no assurance that an Investment Manager will be able to identify a sufficient number and/or mix of appropriate investments for the particular Alternative Investment, that such investments generate a profit or that an Investment Manager will be able to dispose of such investments in a timely and/or profitable manner. There can be no assurance that any key persons of an Investment Manager will continue to be associated with the relevant Alternative Investment throughout its term. The loss of the services of one or more key persons with respect to any Alternative Investment could have an adverse impact on such Alternative Investment’s ability to realize its investment objective. Additional risks associated with Investment Managers include significant structural changes to an Investment Manager’s operations; fraud or misrepresentation on the part of an Investment Manager or its personnel; an Investment Manager’s failure to comply with applicable legal, registration, tax or regulatory requirements; human error or poor judgement on the part of an Investment Manager’s personnel; and system malfunctions and other operational failures of an Investment Manager. Illiquidity of the Alternative Investments. The documents governing the Alternative Investments generally impose substantial restrictions on transfers of interests in the Alternative Investments and require the consent of the Investment Managers to be obtained before any such transfer. Some Investment Managers may withhold such consent for any reason or no reason. Interests in the Alternative Investments will be offered without registration under the Securities Act, in reliance upon an exemption contained in Section 4(a)(2) of the Securities Act, Regulation D and/or Regulation S under the Securities Act. There will be no public market for such interests in the Alternative Investments and, for a variety of regulatory reasons, no such market will be permitted to exist. The only source of liquidity typically lies in an investor’s right to redeem from the Alternative Investments (if any such right even exists). Redemptions from the Alternative Investments, may be subject to various restrictions, including prior notice and minimum redemption requirements, lock-up periods of one year or more, side-pocketed investments, and the right of the Alternative Investments to reduce the amount of redemptions in accordance with a redemption gate. In addition, in the event of a complete redemption from an Alternative Investment, a portion of the redemption proceeds may be retained by such Alternative Investment until the completion of such Alternative Investment’s annual audit. The Alternative Investments may have discretion to further defer payment of redemption proceeds, to suspend redemptions indefinitely and to satisfy redemptions in kind. In addition, redemption payments from certain Alternative Investments may be based on inaccurate/or estimated data, and may be subject to a return of any overpayments by the investor. Accordingly, an investment in an Alternative Investment is suitable only for certain sophisticated investors who have no need for immediate liquidity in their investment. Illiquidity of Underlying Investments. Generally, there may be no readily available market for certain of the underlying investments of the Alternative Investments. Market illiquidity could prevent an Alternative Investment from effecting dispositions of its assets at desired times or require the Alternative Investment to accept “in-kind consideration” and consequently result in distributions “in-kind” to investors, all of which could negatively impact the rate of return achieved on such investments. Certain underlying investments of an Alternative Investment may consist of securities that are subject to restrictions on sale if they were acquired from the issuer in “private placement” transactions or if the Alternative Investment is deemed to be an affiliate of the issuer. Generally, an Alternative Investment will not be able to sell these securities publicly in the United States without the expense, time and other burdens required to register the securities 22  under the Securities Act, or will be able to sell the securities only under Rule 144 or other rules under the Securities Act, which permit limited sales under specified conditions. When restricted securities are sold to the public, an Alternative Investment may be deemed an “underwriter,” or possibly a controlling person, with respect thereto for the purpose of the Securities Act and be subject to liability as such under the Securities Act. In addition, practical limitations may inhibit an Alternative Investment’s ability to liquidate certain investments if the issuer is privately held and the Alternative Investment owns a relatively large percentage of the issuer’s equity securities. Sales may also be limited by market conditions, which may be unfavorable for sales of securities of particular issuers or issuers in particular industries. The above limitations on liquidity of underlying investments could prevent a successful sale thereof, result in the delay of any sale, or reduce the amount of proceeds that might otherwise be realized. Financial Market Fluctuations. The financial services industry generally and investment activities are affected by general economic and market conditions, including interest rates, availability of credit, lack of price transparency, inflation rates, economic uncertainty, changes in tax and other applicable laws and regulations, trade barriers, national and international and environmental and socioeconomic circumstances. These financial market fluctuations have the tendency to reduce the availability of attractive investment opportunities for the Alternative Investments and may affect the Alternative Investments’ ability to make investments and the value of the investments held by the Alternative Investments. Instability in the securities markets and economic conditions generally may also increase the risks inherent in the Alternative Investments’ investments. In the past, many private funds have looked to the public securities markets as a potential exit strategy and there can be no assurance, particularly given the recent volatility in the financial markets and a potential lack of investor appetite for new issues in the public securities markets, that certain Alternative Investments will be able to exit from their investments in underlying investments by listing their shares on securities exchanges. The trading market, if any, for the securities of any underlying investment may not be sufficiently liquid to enable an Alternative Investment to sell securities when an Investment Manager believes it is most advantageous to do so, or without adversely affecting the stock price. Continued or renewed volatility in the financial sector may have an adverse material effect on the ability of the Alternative Investments to buy, sell and partially dispose of their underlying investments. The Alternative Investments may be adversely affected to the extent that they seek to dispose of any of their underlying investments into an illiquid or volatile market, and an Alternative Investment may find itself unable to dispose of investments at prices that an Investment Manager believes reflect the fair value of such investments. Sustainability-Related Considerations. The Sub-Advised Funds and Managed Accounts may invest in Underlying Funds that employ an ESG investment strategy. An ESG strategy is limited in the types and number of investment opportunities available and, as a result, an ESG investment strategy may underperform other investment strategies that do not have an ESG focus. An ESG investment strategy may invest in securities or industry sectors that underperform the market as a whole or underperform other funds screened for ESG standards. Consideration of ESG factors could increase an Alternative Investment’s exposure to certain companies, sectors, regions, countries of types of investments, which could negatively impact an Alternative Investment’s performance depending on the performance of the negatively impacted companies, sectors, regions, countries or investments. 23  Frameworks for ESG investing vary among Investment Manager and Underlying Funds as the definition of each factor is subjective. Therefore, the companies selected by an Investment Manager as demonstrating ESG characteristics may not be the same companies selected by other Investment Managers that use similar ESG screens. Other factors may be given greater weight than ESG factors, particular ESG factors may be disregarded, and an Investment Manager may not consider all of the ESG factors that an investor believes are important. An Investment Manager’s investments may not result in positive ESG impact and could adversely impact one or more ESG attributes. In addition, an Investment Manager’s ESG integration may not align with the policies of or regulatory requirements applicable to a particular investor. Developments within or otherwise impacting an investment that take place subsequent to an Alternative Investment’s investment might not conform to an Investment Manager’s or an investor’s expectations regarding ESG. ESG integration practices are evolving, including without limitation due to regulation, new and changing issues and areas of stakeholder focus, shifting investor sentiment (including so-called anti-ESG sentiment) and requirements and evolving investee company practices. Accordingly, an Investment Manager’s ESG integration practices will continue to evolve and change, and they may do so in a manner that is adverse to financial return or a particular investor’s goals. Considerations Regarding Particular Types of Alternative Investments The Alternative Investments will be subject to certain risks, including, but not limited to, those described below. Acquisition Risks. Certain Alternative Investments, and/or their investments, may be acquisitions of businesses and companies. Such transactions may be subject to a variety of risks, including the risk that the purchase price was too high, the risk of unforeseen liabilities, risks associated with new or unproven management or business strategies and the risk that the newly acquired business will not be successfully integrated with existing businesses or produce the expected synergies. Additionally, businesses acquired through leveraged buyout transactions by their nature require companies to operate with a high ratio of leverage to available income. Such leverage may result in such companies being subject to restrictive financial and operating covenants and may make the financial condition of such companies inherently more sensitive to declines in revenues and to increases in interest rates and expenses. Once acquired, businesses may face significant fluctuations in and unexpected operating results, may need to engage in acquisitions or dispositions of assets to successfully compete within their industries, may be operating at a loss, may be engaged in a rapidly changing business environment (and subject to obsolescence), and may require substantial additional capital (which may not be forthcoming) to support operations, finance expansion or maintain competitive positions. Debt Investments Generally. Investments in debt securities may be unsecured and/or subordinated to other senior indebtedness (which may be secured). Debt securities are also subject to specific creditor risks, which include (i) characterization of an investment transaction as a “fraudulent conveyance” under creditors’ rights laws, (ii) the possibility of “lender liability” claims by the issuer of the obligations, and (iii) environmental liabilities associated with real property collateral securing the debt obligations. Private Credit Risk. Investments in private credit, which involve debt not issued or traded in public markets, carry significant risks, including illiquidity, credit defaults, valuation uncertainties, interest rate sensitivity, and structural or covenant enforcement challenges. These investments often involve smaller or less transparent borrowers, increasing risks tied 24  to limited financial information, economic downturns, market disruptions, and industry- specific conditions. Valuations are typically model-based and may not reflect true market value, while rising rates or inflation can further impact performance. Given these risks, private credit investments may result in partial or total loss of capital. Default Risk. Default risk is the potential risk that a debt issuer will be unable to pay scheduled interest or repay principal at maturity. Default risk may also occur when an issuer’s ability to make payments of principal and interest when due is interrupted. This may result in a negative impact on all forms of debt instruments, as well as funds or ETF share values that hold these issues. Bondholders are creditors of an issuer and have priority to assets before equity holders (i.e., stockholders) when receiving a payout from liquidation or restructuring. When defaults occur due to bankruptcy, the type of bond held will determine seniority of payment. Growth Equity Investing. Certain Alternative Investments, and/or their investments, may be growth equity investments which are frequently made to finance expansions for conceptual or early-stage companies. Growth equity investments involve a high degree of business and financial risk that can result in substantial losses, including the loss of the entire investment. Such companies may not yet be developed or may have little or no operating history or performance, may be operating at a loss or have substantial fluctuations in operating results from period to period, and may have or seek to market products that are not fully developed and/or that may not have a proven market. Certain early-stage companies may also have less mature internal operating and administrative procedures and policies that more established companies, putting such early-stage companies at a higher risk of having reliability and comprehensiveness issues with financial and tax reporting. Real Estate Investments Generally. Investments in real estate funds expose investors to additional risks. Because real estate, like many other types of long-term investments, historically has experienced significant fluctuations and cycles in value, specific market conditions may result in occasional or permanent reductions in the value of the investments made by real estate funds. The marketability and value of real estate fund investments will depend on many factors beyond the control of the Alternative Investments or the Investment Managers, including, without limitation: changes in general economic or local conditions and/or specific industry segments; declines in rental or occupancy rates; competition from other developments; changes in the supply of or demand for competing properties in an area (as a result, for instance, of overbuilding); geographic or market concentration; the ability of the Underlying Funds or property managers to manage the real properties; changes in interest rates; the promulgation and enforcement of governmental regulations relating to land use and zoning restrictions, environmental protection and occupational safety rules and standards; unavailability of mortgage funds which may render the sale or refinancing of a property difficult; location of the properties; the financial condition of borrowers and tenants, and buyers and sellers of property; changes in real estate tax rates and other operating expenses; the imposition of rent controls; energy and supply shortages; various uninsured or uninsurable risks; liability under changing environmental and other laws, natural disasters, force majeure acts and other changing laws and factors that may also significantly affect real estate values in ways that are beyond the control of the Underlying Fund Managers. Furthermore, certain Underlying Fund investments may acquire interests in undeveloped or development stage real property that may be non-income producing and subject to increased risk with respect to cost and timely completion of construction. These factors may have an adverse impact on the performance of investments in real estate funds, and there can be no assurance that such Alternative Investments will effectively manage these risks. Infrastructure Assets. Certain Alternative Investments may be in infrastructure assets that are distinct in both location and market and accordingly highly illiquid. Political and regulatory 25  considerations and local population sentiment could affect the ability of an Underlying Fund to buy or sell such investments on favorable terms and/or the cash flows and value of such investments. Infrastructure assets require a skill set for operation that is limited to a relatively small population of managers and operators who possess the expertise necessary to successfully maintain and operate infrastructure projects. Any unexpected issues with contractors or suppliers, including delays and/or insolvency problems, could result in significant disruptions and costs that may impair the financial viability of an infrastructure project and materially adversely affect the applicable Alternative Investment. Energy Sector Investments. Certain Alternative Investments may target investments in companies seeking investment in the exploration, development, production, processing, delivery and/or marketing of oil and natural gas as well as in similar activities associated with other natural resources. These types of investments have specific associated risks, including loss of well control, blowouts, cratering, pollution and fires, each of which could result in significant damage to property, personal injury or loss of life and a corresponding significant decrease in the value of an investment. Generally speaking, operators in the energy sector are not fully insured against all of these risks. Additionally, all drilling activities entail the risk that the drilling may not lead to the recovery of oil or natural gas in commercially useful quantities, especially in exploratory drilling. Natural resource industries such as oil, natural gas and timber are subject to U.S. federal, state, local and sometimes even non-U.S. environmental laws and regulations. Changes to any such laws and regulations that expand regulatory requirements, obligations and oversight could increase the costs associated with an energy sector project, cause delay in operations and/or result in significant costs and penalties for noncompliance, each of which could materially adversely affect the energy sector investment. Life Sciences and Healthcare. Investments in companies in the life sciences and/or healthcare industries are subject to certain particular risks, including (i) the dependence on governmental approvals of products which can be a lengthy and costly process and which may ultimately not come to fruition, (ii) changing regulatory frameworks (including with respect to efforts to change the costs of services and products), (iii) necessary patents or other intellectual property and (iv) dependence on reimbursement from third-party payors. In the event that a company is unable to successfully manage these risks or bring a product to market, there could be material adverse effects on such company and accordingly the applicable Alternative Investment. Privately Held Companies. It is expected that certain Alternative Investments will make investments in privately held companies, which may be intrinsically riskier than publicly listed companies as the private companies are often smaller, more vulnerable to changes in markets and technology, and/or depend on the skills and commitment of a smaller management team. Accordingly, there can be no assurance of the success of an Alternative Investment’s investment plan and ability to carry out such plan in the event the respective management is no longer employed by the investee company. Privately held companies often produce and evaluate less comprehensive financial information than listed companies. Therefore, an Alternative Investment may make investment decisions, and monitor such investments, after reviewing information that is less comprehensive than that which is available to an investor in a public company. Risks of Controlling Positions. One or more of the Alternative Investments may take control positions in certain portfolio companies. The exercise of control over a company may subject an Alternative Investment to a risk of potential liability for environmental damage, product defects, failure to supervise management, violation of governmental regulations and other types of claims in which the general limited liability characteristic of a corporation may be 26  ignored. If these liabilities were to occur, an Alternative Investment may be more likely to suffer losses from its investment in the affected portfolio company. Highly Regulated Industries. Certain Alternative Investments may make investments in companies operating in highly regulated industries that are subject to greater amounts of regulation than other industries generally, including energy and power, gaming and healthcare. Such companies may be subject to extensive legal and regulatory restrictions and limitations and may be subject to supervision, examination and enforcement by regulatory authorities. Ongoing compliance with applicable laws, rules or regulations, which may be subject to change and could vary among jurisdictions, is likely to result in significant costs that could materially impact the value of the applicable Alternative Investment’s investments in such companies, while the failure to comply with such laws, rules or regulations could result in costly penalties, as well as civil or criminal liability. Governments have considerable latitude in implementing regulations that could impact the operations of such regulated companies. There is no guarantee that an Alternative Investment will be able to accurately account for such uncertainty when determining the value of such investments. Non-U.S. Investments. Alternative Investments may invest in companies that are headquartered or that primarily operate outside of the U.S. or that are dependent on international markets. There are specific risks associated with international investing. Non-U.S. economies may differ significantly from the U.S. economy in terms of growth, gross national product, rate of inflation, currency values, capital reinvestment, resource self- sufficiency, and balance of payments position. Authorities in some non-U.S. jurisdictions exert significantly more control over private sector investments and companies than the U.S. government does, which can adversely affect economic and market conditions, productivity, and regulation and oversight. Investments in companies incorporated or principally engaged in business in emerging markets often carry greater risk than investments in securities of companies operating in developed markets. The risks of investing in companies operating in emerging markets are magnified because of, among other things, political uncertainties and the relative instability of their developing financial markets and economies. Moreover, many emerging market countries do not have fully developed or clear legal, judicial, regulatory or settlement infrastructures. The transaction costs of investing in non-U.S. securities markets are generally higher than in U.S. markets, and Alternative Investments may have greater difficulty taking appropriate legal action in non-U.S. courts than in U.S. counterparts. Consequently, making investments in companies operating in these markets involves significant risks that may not be present in more developed markets. Such risks include (a) potential price volatility in and relative liquidity of some emerging markets securities; (b) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements, and less government supervision and regulation; and (c) certain economic and political risks, including potential exchange control regulations and potential restrictions on foreign investment and repatriation of capital. Many emerging markets securities are denominated in foreign currencies. The weakening of a country’s currency relative to the U.S. dollar or other benchmark currency will negatively affect the dollar/other benchmark value of an investment denominated in that currency. Currency valuations are linked to a host of economic, social and political factors and can fluctuate greatly. It is important to note that some emerging markets countries have foreign exchange controls that may include the suspension of the ability to exchange or transfer currency, or the devaluation of the currency. 27  Currency Risks. Certain investments made by an Alternative Investment may be subject to significant currency exchange risks in the event that commitments and/or investments are denominated in currencies other than the U.S. dollar. Any fluctuation in exchange rates could significantly and materially affect the value of such an investment and an Alternative Investment’s equivalent commitment to such Underlying Funds may vary over time based on currency fluctuations. An Alternative Investment may reserve a reasonable portion of its capital commitments to cover increases in the U.S. dollar amount of capital contributions required for commitments to non-U.S. dollar denominated funds or investments resulting from adverse currency movements. Furthermore, investors may be required to contribute additional capital to Alternative Investments to cover the U.S. dollar amount of capital contributions to non-U.S. denominated funds or investments, but the payment of such amounts, and the contributions made by investors for the purposes of funding such payment, may not reduce the unfunded capital commitment of any investor. Consequently, the aggregate amount that an investor may be required to contribute to an Alternative Investment may materially exceed such investor’s capital commitment. Unanticipated changes in interest rates, securities prices or currency exchange rates may have an adverse effect on the value of investments, the gains and losses realized in respect of such investments and an Alternative Investment’s rate of return on its investment in such Underlying Funds, which would adversely affect the Alternative Investment. In the event that an Underlying Fund Manager with respect to an Underlying Fund that is not denominated in U.S. dollars is unwilling to assume the currency risk associated with investment in such Underlying Fund by an Alternative Investment, the Alternative Investment may be unable to invest in such Underlying Fund even if other funds or accounts advised by CGMI participate in such Underlying Fund. Ongoing trade negotiations may create uncertainty for the investment strategies of the Underlying Funds (and thus the Alternative Investments) and adversely affect profitability. A “trade war” or other governmental action related to tariffs or international trade agreements or policies has the potential to increase costs, decrease margins, reduce the competitiveness of products and services, and adversely affect the revenues and profitability of current and future issuers in which an Underlying Fund may invest, which would adversely affect the Alternative Investments. Currency exchange rates have been highly volatile in recent years and certain Alternative Investments may invest in currencies with nearly unlimited leverage. The combination of volatility and leverage gives rise to the possibility of large profits and large losses. In addition, there is counterparty risk since currency trading is done on a principal-to-principal basis. Based on the market environment and availability of hedging instruments, Alternative Investments may engage in hedging transactions to seek to offset currency risk. Unless an Investment Manager hedges its positions against fluctuations in exchange rates between the USD and the currencies in which trading is done on non-U.S. securities exchanges, any profits which an Alternative Investment might realize in such trading could be eliminated as a result of adverse changes in exchange rates, and the Alternative Investment could even incur losses as a result of any such changes. Alternative Investments May Invest in Securities of Investment Companies. There may be no liquid secondary market for these securities and some of the companies may limit the intervals at which shares may be redeemed. Finally, Alternative Investments may invest in partnership interests and other privately offered, restricted and/or illiquid securities for which no secondary market exists. Most partnerships provide for withdrawal of interests only at specified intervals during a year. Restricted securities may not be transferable for a specified 28  period of time, if at all. Consequently, such Alternative Investments would be unable to liquidate those interests other than at the specified date. Moreover, valuation of illiquid securities may be difficult. Distressed Securities. Alternative Investments may invest in the securities of issuers in a weak financial condition, that are experiencing poor operating results, that have substantial capital needs or negative net worth, that are facing special competitive or product obsolescence problems, or that are involved in bankruptcy or reorganization proceedings. Investments of this type may involve substantial financial and business risks that can result in substantial or, at times, even total losses. Among the risks inherent in investments in the securities of troubled issuers is the fact that it frequently may be difficult to obtain information as to their true condition. The market prices of such securities may also subject to abrupt and erratic market movements and heightened price volatility, and the spread between the bid and ask prices of such securities may be greater than that prevailing in other securities markets. It may take a number of years for the market price of such securities to reflect their intrinsic value, if at all. In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the reorganization either will be unsuccessful (e.g., due to failure to obtain requisite approvals), will be delayed (e.g., until various liabilities, actual or contingent, have been satisfied), or will result in a distribution of cash or a new security, the value of which will be less than the purchase price to an Alternative Investment of the security in respect to which such distribution was made. Below Investment-Grade Investments. Certain Alternative Investments may invest in private and government debt instruments, which may be unrated or rated below investment grade. The debt instruments in which certain Alternative Investments invest may be unrated, and whether or not they are rated, such debt instruments may have speculative characteristics. The issuers of such instruments may face significant ongoing uncertainties and exposure to adverse conditions that may undermine their ability to make timely payment of interest and principal. In addition, an economic recession could severely disrupt the market for such debt instruments and may have an adverse impact on their value. It is also likely that any such economic downturn could adversely affect the ability of the issuers of such instruments to repay principal and pay interest, raising the risk that such issuers may default. Certain Alternative Investments may invest in high-yield securities. Such securities generally do not trade on an exchange and, as a result, they may be less liquid or more volatile than exchange-traded bonds. Additionally, certain Alternative Investments may invest in the instruments of issuers that do not have publicly traded equity securities, which can make it more difficult to hedge the risks associated with such investments. Companies that issue such securities are often highly leveraged and may not have more traditional methods of financing available to them. It is possible that a major economic recession could severely disrupt the market for such securities and have an adverse impact on their value. In addition, it is possible that any such economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest, raising the risk that such issuers may default. The potentially concentrated exposure to such risks by an Alternative Investment targeting such investments could magnify their impact. Equity Risks. Alternative Investments may invest in equity securities and equity-like securities. The value of these securities generally will vary with the performance of the issuer and movements in the equity markets. As a result, an Alternative Investment may suffer losses if it invests in equity securities and equity-like securities of issuers whose performance diverges from an Investment Manager’s expectations or if equity markets generally move in an adverse direction and the Alternative Investment has not hedged against such a general move. 29  Fixed-Income Investments. The value of fixed-income securities that may be held by Alternative Investments changes as the general levels of interest rates or market expectations about future interest rates fluctuate. When interest rates decline, or when expectations increase that they will decline in future, the value of fixed-income securities can be expected to rise. Conversely, when interest rates rise, or when expectations increase that they will rise in future, the value of such securities can be expected to decline. Investments in lower-rated or unrated fixed-income securities, which can offer greater opportunity for gain and income than higher-rated counterparts, tend to be less liquid, more volatile, and entail greater risk (including the possibility of default or bankruptcy of the issuers of such securities). In addition, the markets for such securities may be limited. No assurance can be given that fixed-income securities purchased by an Alternative Investment will continue to earn yields comparable to those that were earned historically, nor can any assurance be given that issuers whose obligations an Alternative Investment acquires will make payment on such obligations as they become due. Derivative Instruments. The Alternative Investments may utilize derivative instruments that seek to hedge, modify or replicate the investment performance of particular securities, commodities, currencies, interest rates, indices or markets on a leveraged or unleveraged basis. Other risks related to the use of derivative instruments include, but are not limited to: • Tracking—When used for hedging purposes, an imperfect or variable degree of correlation between price movements of a derivative instrument and an underlying investment for which it is being utilized as a hedge may prevent an Alternative Investment from achieving the intended hedging effect or expose the Alternative Investment to the risk of loss. • Liquidity—Derivative instruments, especially when traded in large amounts, may not be liquid in all circumstances, so that in volatile or thinly traded markets an Alternative Investment may not be able to close out a position without incurring a loss. In addition, daily limits on price fluctuations and speculative position limits at exchanges where an Alternative Investment may conduct its transactions in derivative instruments may prevent prompt liquidation of positions, subjecting the Alternative Investment to the potential of worse-than-expected losses. • Leverage—Trading in derivative instruments may bring about exposure to significant leverage. Consequently, such leverage can magnify the gains and losses experienced by an Alternative Investment and could cause the Alternative Investment’s value to be subject to wider fluctuations than would be the case if the Alternative Investment did not make use of the leverage associated with various derivative instruments. • Over-the-Counter Trading—Derivative instruments that may be purchased or sold by an Alternative Investment may not be traded on an exchange. The risk of non- performance by the obligor on such an instrument may be greater, and the ease with which an Alternative Investment can dispose of or enter into closing transactions involving such an instrument may be less, than with an exchange-traded instrument. In addition, significant disparities may exist between “bid” and “ask” prices for derivative instruments that are not traded on an exchange. Derivative instruments that are not traded on exchanges may not be subject to the same type of government regulation as exchange-traded counterparts, while many of the protections afforded to participants in a more highly regulated environment may not be available in a less highly regulated environment. Certain Alternative Investments may engage in the purchase and sale of options. The purchase or sale of an option involves the payment or receipt of a premium payment by the 30  investor and the corresponding right or obligation, as the case may be, to either purchase or sell the underlying security, commodity or other instrument for a specific price at a certain time or during a certain period. Specific movements in the prices of options and instruments underlying options cannot be predicted. No assurance can be given that a liquid offset market will exist for any particular option or at any particular time. If no liquid offset market exists, an Alternative Investment might not be able to effect an offsetting transaction in a particular option. To realize any profit in the case of an option, therefore, the option holder would need to exercise the option and comply with margin requirements relating to the underlying instrument. Typically, a writer of the option could not terminate the obligation until the option expired or the writer was assigned an exercise notice. In addition, an option purchased or sold over-the-counter may involve counterparty solvency risk. Swap Transactions. Some Alternative Investments may invest in swap transactions. A swap transaction is an individually negotiated, non-standardized agreement between two parties to exchange cash flows based on interest rates, exchange rates, or asset prices. Typically, payments are calculated by reference to a principal amount or quantity, and may involve or be related to interest rates, currencies, securities, commodities, and other items. Transactions in these markets present certain risks similar to those in the futures, forward, and options markets: (i) there generally are no limitations on daily price moves in swap transactions; (ii) participants in the swaps markets are not required to make continuous markets in swaps contracts; and (iii) the swap markets are often “over-the-counter” markets, in which performance with respect to a swap contract is the responsibility only of the counterparty with which the investor has entered into a contract (or its guarantor, if any), and not of any exchange or clearing corporation. As a result, the affected Alternative Investments will be subject to the risk of the inability of or refusal to perform with respect to such contracts on the part of the counterparties in question. Loan Participations. Certain Alternative Investments may invest in loan participations. Investment in loan participations involves certain risks in addition to those associated with direct loans. As a result, the participant is generally dependent upon the lead manager of such financings to enforce its rights and obligations under the loan agreement in the event of a default, and may not have the right to object to amendments or modifications of the terms of such loan agreement. A participant in a syndicated loan generally does not have the voting rights, which are retained by the lender. In addition, a loan participant is subject to the credit risk of the lender as well as the borrower, since a loan participant is dependent upon the lender to pay its share of principal and interest received on the underlying loan. Bankruptcy Proceedings. Certain Alternative Investments may invest in companies involved in bankruptcy proceedings, which involves a number of significant risks. First, many events in a bankruptcy are the product of contested matters and adversary proceedings that are beyond the control of the creditors. Second, a bankruptcy filing may have adverse and permanent effects on a company. Third, the duration of a bankruptcy proceeding is difficult to predict. Fourth, the administrative costs relating to a bankruptcy proceeding are frequently high and will be paid out of the debtor’s estate prior to any return to creditors. Fifth, creditors can lose their ranking and priority if they exercise “domination and control” over a debtor and other creditors can demonstrate that they have been harmed by such actions, especially in the case of investments made prior to the commencement of bankruptcy proceedings. Sixth, some claims, such as claims for taxes, may have priority by law over the claims of certain creditors. Seventh, if an Alternative Investment seeks representation on creditors’ committees, it may have certain obligations generally with respect to all creditors similarly situated that the committee represents and it may be subject to various trading or confidentiality restrictions. 31  Special Situations / Event Driven Investments. Certain Alternative Investments may invest in companies involved in (or are the target of) acquisition attempts or tender offers, or that are involved in workouts, liquidations, spin-offs, reorganizations, bankruptcies or other catalytic changes or similar transactions. In addition, an Alternative Investment’s investment may be associated with markets or companies that are being impacted by economic or political instability. In any investment opportunity involving any such type of special situation, there exists the risk that the contemplated transaction either will be unsuccessful, will take considerable time or will result in a distribution of cash or a new security, the value of which will be less than the purchase price to an Alternative Investment of the security or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, an Alternative Investment may be required to sell its investment at a loss. Because there is substantial uncertainty concerning the outcome of transactions involving financially troubled companies in which an Alternative Investment may invest, there is a potential risk of loss by the Alternative Investment of its entire investment in such companies. Asset-Backed and Mortgage-Backed Securities. Certain Alternative Investments may invest in structured finance obligations, specifically asset-backed and/or mortgage-backed securities. Investing in asset-backed and mortgage-backed securities may entail a variety of unique risks, including prepayment risk, credit risk, liquidity risk, market risk, structural risk, legal risk, and interest rate risk (which may be exacerbated if the interest rate payable on an asset-backed or mortgage-backed security changes based on multiples of changes in interest rates or inversely to changes in interest rates), among others. Furthermore, (i) the performance of a structure of the issuer thereof, the availability of any credit enhancement, the level and timing of payments and recoveries on and the characteristics of the underlying receivables, loans or other assets that are being securitized, remoteness of those assets from the originator or transferor, the adequacy of and ability to realize upon any related collateral and the capability of the servicer of the securitized assets and (ii) the price of an asset-backed or mortgage-backed security, if required to be sold, may also be subject to certain market and liquidity risks for securities of its type at the time of sale. Short Selling. Some Investment Managers may engage in selling securities short, which involves the sale of borrowed securities (i.e., a covered short sale). In the case of uncovered (or “naked”) short sales, the securities sold short generally must be offset by subsequent market purchases, which means that any appreciation in the market price of the securities in question results in a loss. Whether covered or uncovered, a short sale involves the theoretically unlimited risk of increase in the market price of the security, which would result in a correspondingly unlimited loss. Purchasing securities to close out short positions can itself cause the market price of such securities to increase further, deepening losses. Furthermore, a short seller may be prematurely forced to close out a short position if a counterparty demands the return of the associated borrowed securities. Digital Asset Investment Risks. An Alternative Investment may invest in virtual or “crypto” currencies, coins, token (e.g., NFTs), crypto-assets and other similarly distributed ledger- based digital assets (collectively, “Digital Assets”). An Alternative Investment may also gain exposure to Digital Assets indirectly, for example, through investments in exchange-traded and OTC securities (including Digital Asset ETFs or investment trusts), futures, and other instruments that are linked to an underlying Digital Asset and/or investments in businesses related to Digital Assets and their foundational elements, including blockchain technology, more broadly (together with Digital Assets, “Digital Asset Investments”). Digital Assets are a relatively new and highly speculative asset. Digital Assets have a relatively limited history and are rapidly evolving, including with respect to the development of new 32  Digital Assets, advancements in the related underlying technologies, markets for trading Digital Assets, and the regulation thereof. Therefore, it is not possible to know all the risks associated with Digital Asset Investments, and new risks may emerge at any time. The emergence of new Digital Assets or changes to existing Digital Assets may expose an Alternative Investment to additional risks which are impossible to anticipate or quantify. The characteristics of particular Digital Assets within its asset class may differ significantly, and the investment characteristics of Digital Assets as an asset class differ from those of traditional currencies, securities and commodities. Digital Assets may be subject to significant price volatility and have been subject to periods of significant volatility in the past. Digital Assets are not legal tender in the United States. Digital Assets generally are not backed by a central bank, a national or international organization, assets or other forms of credit, although in some specific cases they may be backed by physical assets to an extent. In most cases, the price of Digital Assets is entirely dependent on the value that market participants place on them, meaning that any increase or loss of confidence in Digital Assets may affect their value. There is no assurance that Digital Assets will maintain their long-term value or become more widely adopted as a form of currency. On the contrary, they may cease to be used altogether. In the event that the prices of Digital Assets generally decline, the value of the Digital Assets held by Alternative Investments may also decline. Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing an Alternative Investment from selling out of these illiquid investments at an advantageous price. Thin markets can also amplify volatility. Any markets for these investments can be expected to involve wider price spreads and more sensitivity to buying and selling pressures than is found in more active markets. Digital Assets may be illiquid investments that are not easily and readily convertible into fiat currencies, and some Digital Asset markets may be thinner than others. Digital Assets can be traded through privately negotiated transactions and through numerous exchanges and intermediaries around the world. The lack of a centralized pricing source poses a variety of valuation challenges. In addition, the dispersed liquidity may pose challenges for an Alternative Investment in exiting positions, particularly during periods of stress. Most Digital Assets are controllable only by the possessor of unique private keys relating to the blockchain addresses or wallets in which the Digital Assets are held. To the extent a private key of such Digital Assets is lost, destroyed or otherwise compromised and no backup of the private key is accessible, the Digital Assets held in the related wallet will be inaccessible, and the private key will not be capable of being restored. The loss or destruction of a private key required to access a Digital Asset may be irreversible. The regulatory environment for Digital Assets is constantly evolving, and Digital Assets face an uncertain regulatory status. Digital Assets may be subject to varying federal and state regulatory oversight in the United States and other global jurisdictions. Various legislative bodies, regulators and government agencies are considering intervention in Digital Asset markets. The liquidity of Digital Asset markets will be influenced by new laws, regulations, policies and guidance, which may vary significantly among international, federal, state and local jurisdictions and are subject to significant uncertainty. Investments in Digital Assets carry significant risk. An Alternative Investment may lose the value of its entre investment or part of its investment in Digital Asset Investments. Risks in Respect of Blockchain Technology. Digital Assets and their underlying blockchain networks are subject to risks of flawed or ineffective source code or cryptography. If the source code or cryptography of the blockchain network underlying an Alternative Investment’s Digital Asset Investments proves to be flawed or ineffective, malicious actors may be able to steal and/or compromise the Digital Asset Investments or otherwise harm participants engaged with the affected blockchain network. Several errors and defects have been publicly 33  found and corrected, including those that disabled some functionality for users. In the past, malicious actors have exploited flaws to take or create Digital Assets in contravention of known blockchain network rules and otherwise tamper with the blockchain network. In addition, the cryptography underlying a Digital Asset could prove to be flawed or ineffective, or developments in mathematics and/or technology, including advances in digital computing, algebraic geometry and quantum computing, could result in such cryptography becoming obsolete and ineffective over time and permit malfeasance by a malicious actor (including stealing Digital Assets). Blockchain networks are frequently based on open-source software, which may result in developers having insufficient incentive to continue maintaining and/or participating in such networks. If one or more Digital Assets related to an Alternative Investment’s Digital Asset Investment were affected by any of the foregoing, such Alternative Investment could experience substantial losses. Even if an Alternative Investment did not have investments in the affected Digital Asset, any reduction in confidence in the source code or cryptography underlying Digital Assets generally could negatively affect the demand for Digital Assets generally and therefore adversely impact the Alternative Investment. Digital Asset Derivatives. An Alternative Investment may invest in exchange-traded and OTC instruments that are linked to an underlying Digital Asset (“Digital Asset Derivatives”). Digital Asset Derivatives are derivative contracts, such as futures and options, that have a contingent liability and involve the payment of margin, and accordingly they are subject to certain risks. Investments in Digital Asset Derivatives are also subject to certain additional risks due to the nature and operation of Digital Asset networks. Risk of Minority Positions; Investments with Third Parties in Funds and Other Entities. Certain Alternative Investments are expected to hold minority positions in investments. While Alternative Investments may seek to secure the appropriate governance and exit rights at the time of making an investment, there may be instances in which an Alternative Investment may not be able to exercise control over such investments. In addition, in certain situations, including where the businesses are in bankruptcy or undergoing a reorganization, minority investors may be subject to the decisions taken by majority investors, and the outcome of an Alternative Investment’s investment may depend on such majority-controlled decisions, which may not be consistent with the Alternative Investment’s objectives. For certain Alternative Investments, other investors (whether majority investors, affiliated investors, strategic investors or other investors) may have contractual agreements with the relevant portfolio company that provide for beneficial or advantageous rights to such investors that are not similarly afforded to an Alternative Investment in connection with its investment in such investment, including, without limitation, with respect to fees, liquidity or provision of additional information and reporting. An Alternative Investment may co-invest with third parties through consortiums of private equity investors, joint ventures, or other similar arrangements. Such investments may involve risks in connection with such third-party involvement, including the possibility that a third- party co-venturer may have financial, legal or regulatory difficulties, resulting in a negative impact on such investments or an Alternative Investment; may have economic or business interests or goals that are inconsistent with those of such Alternative Investment; or may be in a position to take (or block) action in a manner that is contrary to the Alternative Investment’s investment objectives. An Alternative Investment may also be exposed to the increased possibility of default by, or the diminished liquidity or insolvency of, such third party, due to a sustained or general economic downturn. Alternative Investment Vehicles. If an Investment Manager determines that for legal, tax, regulatory or other reasons that an investment should be made or held through an alternative investment structure, the equity holders of the applicable investment (including an Alternative 34  Investment) may be required to make or hold such investment through a separate entity or entities. Allocations, distributions and/or clawback obligations of an alternative investment vehicle may not be aggregated with those of an Alternative Investment, as applicable, or any other alternative investment vehicle, which may have a detrimental effect on the returns for such investment. There are typically additional costs and expenses (including potentially any taxes, including with respect to any alternative investment vehicle or intermediate vehicle that is classified as a corporation for U.S. federal income tax purposes) associated with any such alternative investment structure that would reduce the returns for such investment. Other Risks Global and Regional Events Risks. Global and regional events such as war, terrorist attacks, political unrest, climate change, natural disasters, public health crises, and pandemics may cause substantial losses by, among other things: causing disruptions in global economic conditions; decreasing investor confidence; disrupting financial markets and the ability to conduct business activities; causing loss or displacement of employees; triggering large-scale technology failures or delays; and requiring substantial capital expenditures and operating expenses to remediate damage and restore operations. Inflation rates in the U.S. and Europe have been at historically high levels in recent years. Further, heightened competition for workers, supply chain issues and rising energy and commodity prices have contributed to increasing wages and other inputs. Heightened inflation and rising input costs have in many instances adversely impacted, and may in the future continue to pressure an Alternative Investment’s profit margins on underlying investments. Inflation can also negatively impact the profitability of certain real estate assets, such as those with long-term leases that do not provide for short-term rent increases. Continued inflation will likely have an adverse impact on the valuations of the Alternative Investments and adversely affect their performance, results of operations and the implementation of their investment strategies. Ongoing armed conflicts between Russia and Ukraine in Europe and among Israel, Iran, Hamas and other militant groups in the Middle East have caused and could continue to cause significant market disruptions and volatility, and therefore could materially adversely affect investment performance. Furthermore, the rapid and uncertain development of the current conflict between the two nations and the varying involvement of other countries, including the U.S. and other members of NATO, makes the ultimate adverse impact on global economic and market conditions difficult to predict. Any of the above factors, including, sanctions, export controls, tariffs, trade wars and other governmental actions and impacts on the markets for certain commodities, such as oil and natural gas, present material uncertainty and risk and could have a material adverse effect on issuers of securities and their respective businesses, financial conditions, cash flows and results of operations and may cause the market value of such issuers to decline materially. Business Continuity. CGMI has business continuity plans that provide for continuity of critical operations and other activities during a variety of disruptions. They include client support responses such as conducting operations from alternate sites in different locations, if necessary, operating across multiple power grids or operating with self-generating facilities while maintaining the firm’s presence in the marketplace and servicing client accounts. Although these plans are designed to limit the impact on clients from such business interruptions, unforeseen circumstances may create situations where CGMI is unable to fully recover from a significant business interruption. CGMI believes its planning and implementation process reduces the risk in this area. 35  Financial Regulatory Reform and Future Changes in Applicable Law. Future legislative, judicial or administrative action could adversely affect an Alternative Investment’s ability to implement its investment program, as well as the ability of an Alternative Investment to conduct its operations. Anti-Money Laundering, Sanctions and other Anti-Corruption Legislation. The Alternative Investments and the Investment Managers are subject to anti-money laundering, embargo and trade sanctions, and similar laws, regulations, requirements (whether or not with force of law) and regulatory policies (collectively, “AML Laws”) in a number of jurisdictions, and many jurisdictions are currently in the process of changing or creating their respective AML Laws. The Alternative Investments and the Investment Managers (or their respective service providers or delegates) are permitted in accordance with the applicable governing documents to take such actions as considered necessary in relation to an investor’s holding or redemption proceeds, as a result of AML Laws, including, but not limited to, disclosing certain information relating to an investor to financial intermediaries or governmental, regulatory or other authorities or taking other related actions in the future. Such disclosed information may include, without limitation, confidential information such as financial information concerning an investor’s investment in an Alternative Investment, and any information relating to any shareholders, principals, partners, beneficial owners (direct or indirect) or controlling persons (direct or indirect) of such investor. Additionally, an Alternative Investment or its investments are permitted to compulsorily redeem, delay or hold a requested redemption (where making such redemption could result in a breach of applicable AML Laws) of any interests held by an investor. Furthermore, Alternative Investments are permitted to deduct relevant amounts so that any related costs, debts, expenses, obligations or liabilities (whether internal or external to the Alternative Investment) are recovered from such investor(s) whose action or inaction (directly or indirectly) gave rise or contributed to such costs or liabilities. Failure by an investor to assist an Alternative Investment in meeting its obligations pursuant to applicable AML Laws may therefore result in pecuniary loss to such investor. Further, due to the commingled structure of the Alternative Investments, an investor may be compulsorily redeemed and/or have payment of its redemption proceeds delayed or held due to the failure by another investor to meet obligations of an Alternative Investment relating to applicable AML Laws. In some instances, the AML Laws may conflict with other laws or regulations of an applicable jurisdiction, such as data protection and privacy laws and regulations. If an Alternative Investment is unable to provide information to an Underlying Fund due to such conflicting requirements, the Underlying Fund Managers may determine to take any actions permitted by the relevant Underlying Fund agreements or required by applicable law. These actions may include freezing an Alternative Investment’s investment in an Underlying Fund or compulsorily withdrawing the Alternative Investment from the Underlying Fund. Any such action by the Underlying Fund Managers could have a material adverse effect on the Alternative Investments. Economic sanctions laws in the United States and other jurisdictions may prohibit the Alternative Investments and the Investment Managers and their respective affiliates from transacting with certain countries, individuals and companies. In the United States, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) administers and enforces laws, Executive Orders and regulations establishing U.S. economic and trade sanctions, which prohibit, among other things, transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. These types of sanctions may significantly restrict or completely prohibit certain investment activities outside the United States and if any Alternative Investment or its underlying investment were to violate any such laws or regulations, it may face significant legal and monetary penalties. 36  The U.S. Foreign Corrupt Practices Act (“FCPA”) and other anti-corruption laws and regulations, as well as anti-boycott regulations, may also apply to and restrict the activities of the Alternative Investments and their respective underlying investments. If any Alternative Investment or its underlying investment were to violate any such laws or regulations, such Alternative Investment may face significant legal and monetary penalties. The U.S. government has indicated that it is particularly focused on FCPA enforcement, which may increase the risk that the Alternative Investments or their respective underlying investments become the subject of such actual or threatened enforcement. Considerations Relating to the Volcker Rule. A significant feature of the Dodd-Frank Act is the so-called “Volcker Rule,” which takes the form of Section 13 of the U.S. Bank Holding Company Act of 1956, as amended (together with the rules, regulations and published guidance promulgated thereunder, the “Volcker Rule”) and imposes a number of restrictions on the relationship and activities of banking entities, such as Citigroup and its affiliates, with hedge funds and private equity funds. Specifically and subject to certain limited exceptions, the Volcker Rule prohibits any “banking entity” (generally defined as any insured depository institution, any company that controls such an institution, a non-U.S. banking organization that is treated as a bank holding company for purposes of U.S. banking law, and any affiliate or subsidiary of the foregoing entities) from engaging, as principal, in proprietary trading or sponsoring or investing in “covered funds,” except as permitted pursuant to certain available exemptions and exclusions. In addition, a “banking entity” may not enter into certain so- called “covered transactions,” as discussed further below, with any “covered fund” that the banking entity sponsors, organizes and offers or for which the banking entity serves as investment manager, investment adviser or commodity trading adviser. The term “covered fund” includes hedge funds and private equity that are privately offered in the United States and that rely on Sections 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940, as amended, to avoid being treated as “investment companies” under such Act. Citigroup and its affiliates are “banking entities,” and many of the Alternative Investments will be a “covered fund” for purposes of the Volcker Rule. As noted above, the Volcker Rule will restrict Citigroup and its affiliates from entering into “covered transactions,” as defined in Section 23A of the U.S. Federal Reserve Act, as amended, with or for the benefit of the Alternative Investments, subject to certain limited exceptions. For example, Citigroup will be prohibited from providing loans and hedging transactions with extensions of credit or other credit support to its covered funds. In addition, further restrictions and limitations on Citigroup, CGMI, and the Alternative Investments may emerge as additional regulatory guidance and interpretations are provided on the Volcker Rule, while certain aspects of the Volcker Rule remain unclear and susceptible to alternative interpretations. Lack of Regulation of Alternative Investments. The Alternative Investments are generally not subject to many provisions of the federal securities and commodities laws that are designed to protect investors in pooled investment vehicles offered to the public in the United States. The interests in Alternative Investments generally are not offered pursuant to registration statements effective under the Securities Act of 1933, as amended (the “Securities Act”). In addition, the Alternative Investments generally are not subject to the periodic information and reporting provisions of the Securities and Exchange Act of 1934, as amended, nor in most cases will those Alternative Investments be registered as investment companies under the Investment Company Act of 1940, as amended. Similarly, the Investment Managers of Alternative Investments that trade in commodity interests may be exempt from the disclosure, reporting and record-keeping requirements of the Commodity Exchange Act of 1936, as amended. Moreover, certain Underlying Fund Managers may not be registered under 37  the Advisers Act. Accordingly, only a relatively small amount of publicly available information about Alternative Investments or Underlying Fund Managers will be available to CGMI in assessing an Alternative Investment and in providing advice to the Alternative Investments. In addition, it is likely that the CGMI will not be able to ascertain investment positions taken by many of the Underlying Funds in which the Alternative Investments invest and it is unlikely that CGMI will be able to effectively verify many of the valuations provided by Underlying Fund Managers. Alternative Investment Fund Managers Directive and the Alternative Investment Fund Managers Regulation. The EU Alternative Investment Fund Managers Directive (the “Directive”), as transposed into national law within the member states of the EU, and Alternative Investment Fund Managers Regulations 2013 (as amended) (“AIFM Regulation”) imposes requirements on non-EU and non-UK alternative investment fund managers (“AIFM”) that market alternative investment funds (“AIF”) to professional investors within the United Kingdom and EU. The Directive imposes certain disclosure and reporting requirements in relation to Alternative Investments (and, potentially, the investments held by them), compliance with which may involve additional costs. In parallel with the implementation of the Directive, certain member states of the EU also changed their domestic private placement rules, restricting the ability of Investment Managers and CGMI in similar ways and imposing additional disclosure, reporting and operational requirements. On April 15, 2024 the finalized text of a directive (known as “AIFMD II”) came into force. AIFMD II will apply in the EU from April 10, 2026, subject to grandfathering provisions. AIFMD II includes significant new or amended requirements in respect of, among other things, delegation, loan origination, liquidity risk management, data reporting, depositaries and public disclosure via the European Single Access Point. SFDR. The EU has adopted the Sustainable Finance Disclosure Regulation (“SFDR”), which sets out certain ESG and sustainability disclosure requirements for alternative investment fund managers undertaking fund management activities or marketing fund interests to investors within European Economic Area (“EEA”). The SFDR, along with other sustainability and ESG requirements that may, in the future, be imposed by other jurisdictions in which Investment Managers do business and/or in which the Alternative Investments are marketed, may result in additional compliance costs, disclosure obligations or other implications or restrictions on the Alternative Investments or for the Investment Managers, including the requirement to capture information or data about the Alternative Investments or their investments, undertake a periodic assessment of the principal adverse impacts of the Alternative Investments’ impact on sustainability factors and ensure certain portfolio investments follow good governance practices, which may require additional processes to be set up, including processes to capture data about the Alternative Investments or their investments, and lead to additional cost to be borne by the Alternative Investments. Both legal and market practices in relation to the SFDR are expected to develop further over time given expected changes in the underlying legislation, new regulatory guidance and changes in industry approach to disclosure and classification, which could result in additional compliance and reporting obligations for an Alternative Investment. Ultimately, the legal requirements and compliance burden to which an Investment Manager may be subject in relation to ESG could differ materially from the current legal requirements. This may result in additional costs being incurred by an Alternative Investment which could materially affect the total returns from the Alternative Investment to investors. 38  European Market Infrastructure Regulation. Regulation (EU) No 648/2012 (“EMIR”) governs the execution, collateralization and clearing of derivative contracts. EMIR applies primarily to “financial counterparties” (“FCs”) such as EU-authorized investment firms, credit institutions, insurance companies, Undertakings for Collective Investment in Transferable Securities and alternative investment funds, such as the Alternative Investments, and “non-financial counterparties” (“NFCs”) which are entities established in the EU, that are not financial counterparties. NFCs whose transactions in over the counter (“OTC”) derivative contracts exceed EMIR’s prescribed clearing threshold (“NFC+s”) are generally subject to more stringent requirements under EMIR than NFCs whose transactions in OTC derivative contracts do not exceed such clearing threshold (including because such contracts are excluded from the threshold calculation on the basis that they are entered into in order to reduce risks directly relating to the NFC’s commercial activity or treasury financing activity). Directive 2014/65/EU on markets in financial instruments and Regulation (EU) No 600/2014 of 15 May 2014 on markets in financial instruments (“MiFID II”) requires certain derivative contracts between FCs and NFC+s in sufficiently liquid OTC derivatives to be executed on a trading venue that meets the requirements of the MiFID II regime. Securitisation Regulation. To the extent the Alternative Investments are actively marketed to investors domiciled or having their registered office in the EEA or the United Kingdom, the EU Securitisation Regulation (EU) 2017/2402 (the “EU Securitisation Regulation”) or the new securitisation rules in the United Kingdom may prohibit the Alternative Investments from acquiring securitization positions that do not comply with the EU’s or the United Kingdom’s risk retention criteria, where the securities/instruments of such securitizations were issued on or after January 1, 2019. The EU’s or the United Kingdom’s risk retention criteria for securitizations may not be aligned with the criteria for securitizations under the laws of other non-EU or UK jurisdictions, where such laws exist, including under U.S. law. This could result in the Alternative Investments being prohibited from acquiring positions in certain securitizations or similar structures, whether originated in the EU or the United Kingdom or otherwise, notwithstanding that such transactions would otherwise be permitted in accordance with the Alternative Investments’ investment strategy/restrictions. Data Privacy Regulation. The SEC adopted changes to Regulation S-P, which took effect on December 3, 2025. Regulation S-P establishes data privacy requirements for SEC-registered investment advisers, broker-dealers, and investment companies, including the obligation to adopt written policies and procedures dressing administrative, technical, and physical safeguards for the protection of client records and information. The amendments to Regulation S-P require covered entities to adopt an incident response program that governs their response to any unauthorized access of client information and which must include certain breach notification procedures with respect to affected individuals. While CGMI will endeavor to comply with all such requirements, there is a risk that we will be unable to prevent breaches and other unauthorized access to our systems and personal client information. In addition, governments worldwide continue to introduce new regulations and amend existing privacy laws, creating a challenging compliance environment for businesses. The costs of compliance as well as the consequences of noncompliance with global privacy and data security requirements may adversely affect the Alternative Investments. Further, given that the scope, interpretation, and application of these laws and regulations are often uncertain and may be conflicting, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other laws or regulations of an applicable jurisdiction, such as anti-money laundering laws and regulations. If an Alternative Investment is unable to provide information to an Underlying Fund due to such conflicting requirements, the Underlying Fund Managers may determine to 39  take any actions permitted by the relevant Underlying Fund agreements or required by applicable law. These actions may include freezing the Alternative Investment’s investment in the Underlying Fund or compulsorily withdrawing the Alternative Investment from the Underlying Fund. Any such action by the Underlying Fund Managers could have a material adverse effect on the Alternative Investments. Related Party Transactions. Certain Underlying Funds may enter into related party contracts and transactions with their respective affiliates. To the extent that the terms of any such contract or transaction are more favorable to such affiliates than could be obtained in arm’s- length negotiations with unrelated third parties for similar services, the value of the Alternative Investments’ investments in such Underlying Funds will? be adversely affected. Limitations on Disclosure. Alternative Investments may be subject to various confidentiality restrictions with respect to Underlying Funds, as set forth in the relevant Underlying Fund documents, and as a result may be limited in disclosing to investors any non-public information regarding Underlying Funds (including actual or potential investments and portfolio entities) and Underlying Fund Managers. As a result, investors may not receive the level of information regarding Underlying Funds and Underlying Fund investments as they would if they were to invest in the Underlying Funds directly. In addition, as a result of the application of certain requirements to certain categories of investors and not others, some investors may receive different or additional disclosures than other investors that are not similarly situated. Citigroup’s Provision of Advisory, Financing or Other Services. In the regular course of business, and subject to the Bank Holding Company Act and other applicable law, Citigroup from time to time is engaged to act, and seeks to act, as a financial advisor in connection with the offering, sale or purchase of investments made by, or investments similar to the investments intended to be made by the Alternative Investments, and in addition from time to time provides lending and other related financing services in connection with such transactions. The compensation for such activities is usually based upon realized consideration that is contingent, in substantial part, upon closing. Because such compensation will in many cases be payable at, and contingent upon, the closing of such transactions, Citigroup’s interests may conflict with those of the Alternative Investments to the extent that the Alternative Investments purchase such investments. The potential for such compensation incentivizes Citigroup to engage in the offering, sale or purchase of investments that compete with the investments of the Alternative Investments. In the regular course of business, and subject to the Bank Holding Company Act and other applicable law, Citigroup from time to time is engaged to act, and seeks to act, as financial advisor to a potential third-party buyer of a potential investment that an Alternative Investment also seeks to buy, or a potential buyer of an existing entity or any assets or businesses held by an existing entity. In the ordinary course of its business, and subject to the Bank Holding Company Act and other applicable law, Citigroup and its affiliates hold, or deal in obligations of, or interests in, and generally engage in any kind of commercial or investment banking or other business in connection with the entities in which Alternative Investments invest. In this regard, Citigroup and its affiliates lend, extend credit, provide credit protection, originate, sponsor, securitize, act as a derivatives counterparty, or otherwise participate in transactions constituting certain investments of the Alternative Investments. These relationships may create conflicts of interest between the Alternative Investments and the investors. Citigroup and its affiliates may act with respect to such activities regardless of whether any such relationship or action might have an adverse effect on such investments, an Alternative Investment, or any 40  investor. For example, Citigroup and its affiliates may act as arranger, dealer, provide quotations, own interests, buy, sell, or exercise voting or consent rights, and in each case such activities may be conducted or exercised in a manner that may be adverse to the interests of the Alternative Investments and investors. Subject to compliance with the Bank Holding Company Act and other applicable law, Citigroup or one or more of its affiliates may provide financing to the Alternative Investments or may act as placement agent or provide other services to the Alternative Investments in connection with a sale of the Alternative Investments’ assets and/or entities in which the Alternative Investments invest or other third parties. CGMI will approve such transactions only on terms, taken as a whole, believed by CGMI to be fair and reasonable to an Alternative Investment. CGMI may, but is not obligated to, consult with a provisional advisory board in connection with such a determination. CGMI does not expect to convene a provisional advisory board unless it determines in its discretion that approval of a provisional advisory board would be required by the Advisers Act. As a secured lender, Citigroup or its affiliates may, and in the event of the borrower’s financial distress or insolvency will, have interests substantially divergent from those of the Alternative Investments, including investors. These circumstances will create conflicts of interest for Citigroup and the Alternative Investments. Qualified Financial Contracts. Regulations adopted by U.S. federal banking regulators now require that certain qualified financial contracts (including many derivatives contracts, securities lending agreements repurchase agreements, and fund distribution agreements) entered into with certain counterparties that are part of a U.S. or foreign banking organization designated as a global systemically important banking organization (including Citigroup, Inc.) include contractual provisions that limit or delay the rights of certain counterparties, such as the Alternative Investments, to exercise certain rights, including counterparties’ default rights (such as the right to terminate the contracts or foreclose on collateral) and restrictions on assignments and transfers of credit enhancements (such as guarantees) arising in connection with the banking organization or an applicable affiliate becoming subject to a bankruptcy, insolvency, resolution or similar proceeding. Qualified financial contracts are subject to a stay for a specified time period during which counterparties, such as the Alternative Investments, will be prevented from closing out a qualified financial contract if the counterparty is subject to resolution proceedings. These regulations prohibit the Alternative Investments from exercising default rights due to a receivership or similar proceeding of an affiliate of the counterparty. Implementation of these requirements by the Alternative Investments may increase credit and other risks relating to such investments. Additionally, CGMI may terminate its relationship with certain counterparties, including Alternative Investments, if such counterparties do not include the necessary contractual provisions in their agreements with CGMI. Investment Advisory Fee Payable Regardless of the Underlying Investments’ Performance. Generally, management fees will be required to be paid to an Investment Manager even if an Alternative Investment experiences net losses in a particular year or over the term of the Alternative Investment. In the event any management fees are payable to an Investment Manager, such fees will similarly be payable to the Investment Manager even if the applicable underlying investment experiences net losses. Extended Investment Period. In the event that an Investment Manager does not identify sufficient suitable investments for an Alternative Investment during the investment period or in the event that the identified investments do not have sufficient allocations available, there may be a material amount of uncalled commitments at the end of the investment period and 41  the Investment Manager may need to extend the investment period which would result in a delay in an Alternative Investment’s deployment of capital. Similarly, in the event that an Underlying Fund Manager does not identify sufficient suitable investments for an Underlying Fund during its investment period or in the event that the identified investments do not have sufficient allocations available, there may be a material amount of uncalled capital commitments at the end of the respective investment period and such Underlying Fund Manager may need to extend its investment period which would result in a delay in the deployment of capital by the relevant Underlying Fund and Alternative Investment. Compulsory Redemption. The documents governing the Alternative Investments generally grant the Investment Managers authority to require an investor to redeem its interest in an Alternative Investment under certain circumstances, such as where an Investment Manager determines that the continued participation by the investor in an Alternative Investment could have a material adverse effect on the Alternative Investment. Use of Underlying Fund Managers. Investment Managers may manage other accounts (including collective investment vehicles and accounts in which the Investment Managers may have an interest) that, together with accounts already being managed, could increase the level of competition for the same trades the Investment Managers might otherwise make, including the priorities of order entry. This could make it difficult to take or liquidate a position at a price indicated by an Investment Manager’s strategy. In investing in an Alternative Investment, investors will incur the costs of multiple levels of investment advisory services: the fees to CGMI and its affiliates as described more fully above, and the management and incentive and other fees paid, or allocations made, to the Underlying Fund Managers themselves. Such management and incentive and other fees may be payable from the initial closing of an Alternative Investment, even if, for a drawdown fund or similar investment, such Alternative Investment does not call capital following its initial closing. For example, investors will bear such fees from the initial closing of an Alternative Investment where amounts are advanced under a subscription facility. The asset-based fees of the Underlying Fund Managers generally are expected to range from 0.5% to 3%, and the performance-based allocations or fees of the Underlying Fund Managers generally are expected to range from 10% to 30% of net capital appreciation. CGMI and some Underlying Fund Managers may manage or invest in other funds or funds-of-funds, which would add additional layers of fees. In addition to advisory fees and its own investment and operational expenses, each Alternative Investment will incur its share of all of the expenses of the Underlying Funds, including, but not limited to, brokerage commissions and legal and accounting fees. It is possible that affiliates of the Investment Managers will receive fees or other compensation as a result of the Alternative Investments’ investments. CGMI may, and the Underlying Fund Managers of many, and possibly all, of the Underlying Funds will, be compensated through incentive fee or allocation arrangements. Under these incentive fee arrangements, CGMI, its affiliates and the Underlying Fund Managers may benefit from appreciation, including unrealized appreciation, in the value of the account, but may not be similarly penalized for realized losses or decreases in the value of the account. Such fee or allocation arrangements create an incentive for CGMI, its affiliates and the Underlying Fund Managers to make investments that are unduly risky or speculative. Because CGMI, its affiliates and the Underlying Fund Managers are compensated based on their performance and not the performance of the Underlying Funds or the Alternative Investments as a whole, some Underlying Fund Managers, CGMI may receive fees, including incentive fees or allocation, even though the relevant Underlying Funds or Alternative Investments as a whole are not profitable. In the event an Alternative Investment calls capital prior to the initial 42  closing of an Underlying Fund then investors will not receive a return on such capital unless and until it is contributed to the Underlying Fund. Underlying Fund Managers may provide limited transparency to CGMI into their respective investment activities and operations. While CGMI has policies and procedures in place to evaluate and monitor the operations of Underlying Fund Managers with whom the Alternative Investments invest, there can be no assurance that Alternative Investments will not be exposed to losses due to operational failure, business interruptions, or improper or illegal activities by Underlying Fund Managers. In addition, CGMI’s access to information about the Alternative Investments’ investments on a daily or regular basis will be limited. Investors in the various Alternative Investments typically have no right to demand such information. No assurance can be given that adequate diversification will occur, or that if it does, that it will increase, rather than reduce, potential net profits. The use of multiple Investment Managers may cause the Alternative Investments indirectly to hold opposite positions in an investment, thereby decreasing or eliminating the possibility of positive returns from such investment. To the extent that the Alternative Investments do, in fact, hold such positions, the Alternative Investments, each considered as a whole, may not achieve any gain or loss despite incurring expenses. CGMI will not have any control over the investments made by Underlying Funds. It will be difficult, if not impossible, for an Alternative Investment and CGMI to protect investors from the risk of any Underlying Fund Manager engaging in fraud, misrepresentation or material strategy alteration. Investors themselves will generally have no direct dealings or contractual relationships with any Underlying Fund Manager or the funds they manage. Generally, investment opportunities within the investment objectives of the Underlying Funds will be available to the Underlying Funds only if the Underlying Fund Managers determine that such investment opportunities are suitable for the Underlying Funds and will be subject to the Underlying Fund Managers’ investment allocation policies. Accordingly, not all investment opportunities that fall within the investment objectives of the Underlying Funds will be available to the Underlying Funds. Underlying Fund Managers may cause Underlying Funds to co-invest with third parties through joint ventures or other entities. Such investments may involve risks in connection with such third-party involvement, including the possibility that a third-party co-venturer may have financial, legal or regulatory difficulties or that such third-party co-investor’s interest may not be sufficiently aligned with the interest of the Underlying Funds. In addition, an Underlying Fund, and indirectly, an Alternative Investment, may in certain circumstances be liable for the actions of its third-party co-venturers. The Underlying Fund Managers and their affiliates may make additional investments separate and apart from, or alongside, the Underlying Funds. The Underlying Fund Managers and their affiliates may from time to time also engage in transactions with prospective and actual investors that entail business benefits to such investors or the Underlying Fund Managers or their affiliates. Certain Underlying Funds will generally be permitted to enter into contracts and transactions with Underlying Fund Managers and their affiliates, which may present a substantial conflict of interest. There is generally no limitation of the size or operating experience of the Alternative Investments. Some smaller Alternative Investments may lack management depth or the ability to generate internally or obtain externally the capital necessary for growth. 43  Other risks relating to the use of Underlying Fund Managers include: an Underlying Fund Manager’s dependence on a limited number of key professionals; significant future structural changes in an Underlying Fund Manager’s operations; an Underlying Fund Manager’s failure to comply with applicable legal, registration, tax or regulatory requirements; Alternative Investments’ “monetization” of “fair value,” which is a structural disadvantage of Alternative Investments that are hedge funds; human error and/or poor judgement on the part of an Underlying Fund Manager’s personnel and trade errors; and systems malfunctions and other operational failures. None of the Investment Managers nor any of their affiliates will be able to protect investors from the risk that the management team or any individual member of an Underlying Fund Manager engages in fraud, misrepresentation or material investment strategy alteration, any of which could have a material adverse effect on the Alternative Investments and the investors. Misconduct by Employees or Third-Party Service Providers. Misconduct by employees or third- party service providers of the Investment Managers could cause significant losses to the Alternative Investments. Employee misconduct may include binding the Alternative Investments to transactions that present unacceptable risks and unauthorized activities or concealing unsuccessful activities (which, in either case, may result in unknown and unmanaged risks or losses). Losses could also result from actions by third-party service providers, including failing to record transactions or improperly performing custodial, administrative and other responsibilities. In addition, employees and third-party service providers may improperly use or disclose confidential information, which could result in litigation or serious financial harm, including limiting the business prospects of the Alternative Investments. There can be no assurance that the measures that the Investment Managers or their affiliates expect to implement to prevent and detect employee misconduct and to select reliable third-party providers will be effective in all cases. Third Party Litigation. An Alternative Investment’s investment activities will subject it to risks of becoming involved in litigation by third parties. Different investor groups may have qualitatively different, and frequently conflicting, interests. The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would generally be borne by the Alternative Investments and would reduce net assets. Valuation Risks. Valuations of assets of the Alternative Investments’ directly or indirectly held positions involve uncertainties and require the application of business judgment. If such valuations should prove to be incorrect, the net asset value of an Alternative Investment could be adversely affected. Valuation of assets of the Alternative Investments is generally based on the net asset value of Alternative Investments reported by the Investment Manager in accordance with its practices and policies. (CGMI also calculates and reports assets under management based on these reports.) With respect to Alternative Investments that allocate to an Underlying Fund, valuation of the assets of such Alternative Investments is generally based on the net asset value of the relevant Underlying Fund reported by its Underlying Fund Manager in accordance with its practices and policies, without independent verification by CGMI. Such practices and policies may not be consistent among Underlying Fund Managers. These valuations may be based on unaudited financial records and, in some cases, may be only a preliminary or estimated calculation of the net asset value and, therefore, may be subject to adjustment (upward or downward) upon the auditing of such financial records. Because of the way they are compensated, one or more Underlying Fund Managers and/or CGMI each has an incentive to exaggerate the valuations of the investments it manages. Where the compensation of CGMI, its affiliates and/or an Underlying Fund Manager is tied to the net asset value of an Alternative Investment and their investments in Underlying Funds and such valuation includes gains which may never be realized, situations involving 44  uncertainties as to the valuation of the Alternative Investment’s assets could have an adverse effect on the net asset value or result in CGMI, its affiliates and/or an Underlying Fund Manager receiving compensation for gains that are never realized by the Alternative Investments if valuations should prove incorrect. If an Underlying Fund Manager were to incorrectly value or misrepresent the value of an investment by the applicable Underlying Fund, such incorrect value or misrepresentation could have a material adverse effect on the relevant Alternative Investment. Investment Managers have an incentive to overvalue their Alternative Investments for the purpose of inflating their “track records” to attract new investors and/or retain existing investors, and to the extent such valuations impact the fees paid to the Investment Managers. Conversely, Investment Managers managing funds that permit redemptions are incentivized to exercise any valuation discretion in a manner that undervalues less liquid assets, because under valuations of these assets could discourage redemptions. To the extent Investment Managers have authority to classify investments in a so-called “designated” or “side-pocket” investments, they have the incentive to so classify poorly performing illiquid assets if the effect of such classification results in higher fees to the Investment Managers or enables the Investment Managers to report better performance. Risk Management. CGMI’s and the AIMS team’s risk analysis team includes professionals with technical expertise in analyzing the risks of investing in Alternative Investments. Where applicable, CGMI believes that risk management for a fund of funds requires an understanding of market risk and leverage, at both the Alternative Investment level and Underlying Fund level. Accordingly, CGMI’s risk analysts maintain a proprietary risk management system that provides processes and tools designed for the complex strategies used by Alternative Investments. However, no risk management process is fail-safe, and no assurances can be given that CGMI’s risk management process will achieve its objective. From time to time, CGMI and AIMS may modify or change their respective risk management system each in their sole discretion. Borrowing and Leverage. The Alternative Investments are generally authorized to borrow funds in order to employ leverage, to manage liquidity and for any other purpose (as specified in their respective account documentation and governing documents). As a result, certain Alternative Investments may be highly leveraged at any given time. Such borrowings may be secured by a pledge of assets to the lender. Leverage increases the Alternative Investments’ exposure to capital risk and higher current expenses through greater exposure to losses, interest charges, fees imposed by lenders and transaction costs. The interest expenses or other costs incurred by the Alternative Investments in connection with a borrowing may not be recovered by appreciation in the investments carried, which could adversely affect the returns on the Alternative Investments. Any leverage at the Alternative Investment level will be in addition to the often substantial leverage (and related costs and expenses) employed by the Underlying Fund Managers both at the Underlying Fund level and the investment level, which would serve to further increase the risk associated with these positions. In some instances, management fees are payable in respect of borrowed amounts. In the event investments held by an Alternative Investment fail to perform as expected, suffer losses or fail to cover the cost of borrowings, and the Alternative Investment has incurred leverage, the value of the Alternative Investment’s interest in such investment will decrease more than if the Alternative Investment had not incurred such leverage and any adverse consequences will be magnified as a result. Repayment of any indebtedness by an Alternative Investment will be an obligation senior to the investment of the investors as equity holders of the Alternative Investment and such repayment obligation may prohibit distributions to investors from the Alternative Investment. Finally, decreases in the value of investments 45  made by an Alternative Investment may increase the effective amount of the Alternative Investment’s leverage and could result in significant adverse effect on the Alternative Investment, including the possibility of “margin calls” or mandatory liquidation of pledged securities or other assets to compensate for the decline in value. Certain Alternative Investments may borrow money pursuant to a subscription credit facility for purposes of providing interim financing to the extent necessary to consummate the purchase of underlying investments and/or pay expenses in advance of the receipt of capital contributions or distributions, as applicable. Any such subscription credit facility will be paid down at the relevant Investment Manager’s discretion and, as a result, there could be an extended period between the initial closing of the applicable Alternative Investment and its first capital call. As a result, it is possible that such Alternative Investment will not call capital for a significant period of time after its initial closing. The terms governing any such credit facility may include cross collateralization clauses whereby the assets of an Alternative Investment may be required to cover any default under a corresponding credit facility by another Alternative Investment and/or may include loan suspension rights whereby a lender may cease funding under such Alternative Investment’s credit facility upon any event of default under another Alternative Investment’s credit facility. These rights afforded to a lender could negatively impact such Alternative Investment either through the use of such Alternative Investment’s assets to cover a default by another Alternative Investment or by limiting an Alternative Investment’s ability to access borrowed funds in the event of a default by another Alternative Investment. Finally, certain lenders may require such Alternative Investment to cover fees and expenses (including attorneys’ fees) incurred by such lenders in connection with the negotiation and preparation of the documentation governing the applicable credit facilities, including with respect to such transactions that are ultimately unconsummated, and the payment of any such fees will increase overall expenses incurred by such Alternative Investment. Furthermore, borrowing may expose the Alternative Investments to adverse economic factors, such as a rise in interest rates. The value of such Alternative Investments may be significantly reduced should they be unable to generate sufficient cash in order to meet both debt servicing obligations and pay distributions to their investors. In connection with the incurrence of leverage by an Alternative Investment, such Alternative Investment may seek certain identifying information about the beneficial owners of its direct investors, including investors of the Alternative Investment and their beneficial owners and, to the extent relevant, nominee investors investing in the Alternative Investment through a Citigroup entity acting as nominee. While CGMI will seek to limit the provision of such information to the extent possible and will comply with applicable data privacy laws, the provision of such information may exceed the information that investors or nominee investors wish to share with Alternative Investments and their unaffiliated third-party lenders. Effect of Substantial Redemptions. With respect to Alternative Investments that allow periodic redemptions, substantial redemptions by investors within a short period of time could require an Investment Manager to liquidate positions more rapidly than would otherwise be desirable, which could adversely affect the value of an Alternative Investment’s assets. The resulting reduction in an Alternative Investment’s assets could make it more difficult to generate a positive rate of return or to recoup losses due to a reduced equity base. Because substantial redemptions may be funded by liquidating the more liquid assets in the portfolio, such redemptions may cause the remaining portfolio to be substantially less liquid overall. Substantial redemptions may also trigger penalty fees as assets are withdrawn from the Underlying Funds to fund such redemptions and/or trigger other limitations on redemptions such as gates and/or suspensions. Amounts due to redeeming investors may be reduced by any such penalties and other costs resulting from such redemptions. 46  Citigroup and its affiliates may hold a substantial percentage of an Alternative Investment’s assets but may withdraw their interests in such Alternative Investment at any time, subject to any lock-up provisions imposed by the Alternative Investment. Such a withdrawal or other substantial withdrawals could require withdrawal of an Alternative Investment’s investment in an Underlying Fund which could lead to a rapid liquidation of positions by the Underlying Fund, possibly reducing the value of the Alternative Investment’s assets. Effects of In-Kind Redemptions. Proceeds of an in-kind redemption may be distributed to an investor directly or indirectly through a distribution of, without limitation, interests in one or more special purpose vehicles holding assets owned by an Alternative Investment or participations therein. To the extent an investor is distributed interests in one or more special purpose vehicles holding participation interests in the assets of such Alternative Investment, an investor may continue to be at risk of such Alternative Investment’s business until all such assets are sold. The value of proceeds distributed in kind may increase or decrease before they can be sold either by an investor, if received directly, or by the Investment Manager of such Alternative Investment, if held through a special purpose vehicle. In the case of interests in special purpose vehicles, an investor will share a proportionate portion of the operating and other expenses borne by such vehicle, including possibly fees to an Investment Manager. Additionally, proceeds distributed in kind, either directly or indirectly, may not be readily marketable. The risk of loss and delay in liquidating these assets will be borne by investors. Furthermore, to the extent that an investor receives interests in one or more special purpose vehicles, such investor will generally have no control over when and at what price the assets in which such vehicles have an interest are sold. Investment Selection. CGMI will select investments on the basis of information and data prepared by the issuers of such securities or their Underlying Fund Managers or made directly available to CGMI by the issuers of the securities and other instruments or through sources other than the issuers. Although CGMI and AIMS each evaluate available information and data and seeks independent corroboration when it considers it appropriate and when it is reasonably available, neither CGMI nor AIMS are in a position to confirm the completeness, genuineness or accuracy of such information and data. Risk of Limited Number of Underlying Fund Managers; Lack of Diversification. An Alternative Investment may, as a result of client instructions or investment objectives, invest in one or a limited number of Underlying Funds or investments and, as a consequence, the aggregate returns of the Alternative Investment may be substantially and adversely affected by the unfavorable performance of even a single investment in such instance. Investors have no assurance as to the degree of diversification in an Alternative Investment’s investments. To the extent an Alternative Investment concentrates investment with one or more particular Underlying Funds or investments, the Alternative Investment’s overall performance may become more susceptible to fluctuations in value resulting from adverse economic and business conditions with respect thereto. A Fund of Funds’ or Co-Investment Fund’s assets may become concentrated with one or a limited number of Underlying Fund Managers or Underlying Funds. In that event, a Fund of Funds’ or Co-Investment Fund’s portfolio will be more susceptible to fluctuations in value resulting from adverse economic conditions affecting the performance of the Underlying Fund(s) in question than a less concentrated portfolio. Proprietary Investment Strategies. Underlying Fund Managers may use proprietary investment strategies based on considerations and factors that are not fully disclosed to CGMI. These strategies may involve risks under some market conditions that are not anticipated by CGMI or the Underlying Fund Managers. Underlying Fund Managers generally use investment strategies that are different than those typically employed by traditional managers of portfolios of stocks and bonds. The investment niche, arbitrage opportunity, or market 47  inefficiency targeted by an Underlying Fund Manager may become less profitable over time as competing investors manage a larger group of assets in the same or similar manner (tending to arbitrage away the profit opportunities), or as market conditions change. The strategies employed by an Underlying Fund Manager may involve significantly more risk and higher transaction costs than more traditional investment methods. It is possible that the performance of some or all of the Alternative Investments may be closely correlated in some market conditions, resulting in significant losses to the Alternative Investments. Correlation Risk. The success or failure of an investment strategy that may be employed by certain Investment Managers may depend on the correlation between securities within the overall portfolio. In many cases, the strategy will be based on an assumption that historical pricing correlations accurately represent future correlations. In contexts where a strategy is based on identifying apparent pricing anomalies based on historical correlations, a short- or long-term change in those correlations could adversely affect the anticipated market gain achievable from trading on the basis of the strategy. Historical pricing patterns do not necessarily predict future pricing relationships, particularly during times of serious market disruption, unusual trading, or market events. Consequently, the adoption of certain strategies will not necessarily eliminate or modulate market risk. Since many strategies assume a continuation of historical pricing patterns, any substantial deviation from those patterns can result in volatility and losses. Cybersecurity Risk. Citigroup, CGMI, the Underlying Fund Managers, the Underlying Funds and each of their affiliates rely on the development and implementation of appropriate systems for their activities. They may rely on computer programs to evaluate certain securities and other investments, to monitor their portfolios, to trade, clear and settle securities transactions, and to generate asset, risk management and other reports that are utilized in the management and oversight of their activities. In addition, certain of their operations interface with or depend on systems operated by third parties, including loan servicers, custodians and prime brokers, and they may not always be in a position to verify the risks or reliability of such third-party systems. These programs or systems may be subject to certain defects, failures or interruptions, including, but not limited to, those caused by computer “worms,” viruses and power failures. Such failures could cause settlement of trades to fail, lead to the inaccurate accounting, recording or processing of trades, and cause inaccurate reports, which may affect the Alternative Investments’ ability to monitor their investment portfolios and their risks. Any such defect or failure could cause the Alternative Investments to suffer financial loss and/or disruption of their business, incur liability to clients or third parties, be subjected to regulatory intervention, or experience reputational damage. CGMI, the Alternative Investments, the Underlying Fund Managers, their service providers and other market participants increasingly depend on complex information technology and communications systems to conduct business functions. These systems are susceptible to operational, information security and related risks that could adversely affect CGMI, the Alternative Investments and their respective investors and clients despite the efforts of CGMI, the Alternative Investments, the Underlying Fund Managers and their service providers to adopt technologies, processes and practices intended to mitigate these risks and help protect the security of their computer systems, software, networks and other technology assets, as well as the confidentiality, integrity and availability of information belonging to CGMI, the Alternative Investments, the Underlying Fund Managers and their investors. This malicious activity includes attempts at unauthorized access, the implantation of computer viruses or malware, and denial-of-service attacks. CGMI and its affiliates also experience large volumes of phishing and other forms of social engineering attempted for the purpose of 48  perpetrating fraud against CGMI, its affiliates, its associates, and/or its clients. Attacks may be carried out by causing disruptions and affecting business operations. A successful penetration or circumvention of the security of CGMI’s systems could result in the loss or theft of an investor’s data or funds, the inability to transact business, trade or access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system, violations of applicable privacy and other laws or costs associated with system repairs. Such incidents could cause the Alternative Investments, CGMI or their service providers to incur regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, additional compliance costs or financial loss. Similar adverse consequences could result from cyber incidents affecting the investments in which the Alternative Investments invest, including those impacting the Underlying Fund Managers, issuers of securities and other interests, brokers, dealers, exchanges and other financial institutions and market operators. The increased use of mobile and cloud technologies, including as a result of the increase in work-from-home arrangements has heightened these and other operational risks, and any failure by CGMI and its mobile or cloud technology service providers to adequately safeguard the systems CGMI uses and prevent or quickly detect and remediate cyber attacks could disrupt CGMI’s operations and result in misappropriation, corruption or the loss of confidential or proprietary information. Similar types of operational and technology risks are also present for the Underlying Funds and the companies in which the Underlying Funds invest, which could have material adverse consequences for such companies or investments and may cause the Alternative Investments’ investments to lose value. Custody and Banking Risks. The Alternative Investments will maintain funds with one or more banks or other depository institutions (“banking institutions”), which may include U.S. and non-U.S. banking institutions, and may enter into credit facilities or have other financial relationships with banking institutions. The distress, impairment or failure of one or more banking institutions with whom the Alternative Investments, their underlying investments and/or the Investment Managers transact may inhibit the ability of the Alternative Investments or their underlying investments to access depository accounts or lines of credit at all or in a timely manner. In such cases, the Alternative Investments may be forced to delay or forgo investments or to call capital when it is not desirable to do so, resulting in lower performance for the Alternative Investments. In the event of such a failure of a banking institution where an Alternative Investment or one or more of its underlying investments holds depository accounts access to such accounts could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”) protection may not be available for balances in excess of amounts insured by the FDIC (and similar considerations may apply to banking institutions in other jurisdictions not subject to FDIC protection). In such instances, the Alternative Investments and their affected underlying investments may not recover such excess, uninsured amounts and instead, would only have an unsecured claim against the banking institution and participate pro rata with other unsecured creditors in the residual value of the banking institution’s assets. The loss of amounts maintained with a banking institution or the inability to access such amounts for a period of time, even if ultimately recovered, could be materially adverse to the Alternative Investments or their underlying investments. One or more investors or an Investment Manager could also be similarly affected and unable to fund capital calls, further delaying or deferring new investments. In addition, an Investment Manager may not be able to identify all potential solvency or stress concerns with respect to a banking institution or to transfer assets from one bank to another in a timely manner in the event a banking institution comes under stress or fails. Risks of Artificial Intelligence (“AI”). The Investment Managers’ ability to use, manage and aggregate data may be limited by the effectiveness of its policies, systems and practices that 49  govern how data is acquired, validated, used, stored, protected, processed and shared. Failure to manage data effectively and to aggregate data in an accurate and timely manner may limit an Investment Manager’s ability to manage current and emerging risks, as well as to manage changing business needs and to adapt to the use of new tools, including AI. While an Investment Manager may restrict certain uses of third-party and open source AI tools, such as ChatGPT, the Investment Manager’s employees and consultants and an Alternative Investment’s underlying investments may use these tools, which poses additional risks relating to the protection of the Investment Manager’s and such underlying investments’ proprietary data, including the potential exposure of the Investment Manager’s or such underlying investments’ confidential information to unauthorized recipients and the misuse of the Investment Manager’s or third-party intellectual property, which could adversely affect an Investment Manager, an Alternative Investment or an Alternative Investment’s underlying investments. Use of AI tools may result in allegations or claims against an Investment Manager, an Alternative Investment or an Alternative Investment’s underlying investments related to violation of third-party intellectual property rights, unauthorized access to or use of proprietary information and failure to comply with open-source software requirements. Additionally, AI tools may produce inaccurate, misleading or incomplete responses that could lead to errors in an Investment Manager’s and its employees’ and consultants’ decision- making, portfolio management or other business activities, which could have a negative impact on the Investment Manager or on the performance of an Alternative Investment and its underlying investments. AI tools could also be used against an Investment Manager, an Alternative Investment or an Alternative Investment’s underlying investments in criminal or negligent ways. As the use and availability of AI tools has grown, the U.S. Congress and a number of U.S. federal agencies have been examining the AI tools and their use in a variety of industries, including financial services. The legislatures and administrative agencies of a variety of U.S. states have also proposed, and in a number of cases adopted, rules and regulations addressing the use of AI. AI similarly faces an uncertain regulatory landscape in many foreign jurisdictions. Ongoing and future regulatory actions with respect to AI generally or AI’s use in any industry in particular may alter, perhaps to a materially adverse extent, the ability of an Investment Manager, an Alternative Investment or its underlying investments to utilize AI in the manner is has to-date, and may have an adverse impact on the ability of an Investment Manager, an Alternative Investment or its underlying investments to continue to operate as intended. Inflation and Deflation Risk. Inflation risk is the risk that the value of assets or income from the underlying investments in which the Alternative Investments invest will be worth less in the future as inflation decreases the value of payments at future dates. As inflation increases, the real value of such underlying investments could decline. Deflation risk is the risk that prices throughout the economy decline over time. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely or materially impair the ability of distressed issuers to restructure, which may result in a decline in the value of such underlying investments. Benchmark Risks. The London Interbank Offered Rate (“LIBOR”) was the offered rate at which major international banks could obtain wholesale, unsecured funding. The terms of investments, financings or other transactions (including certain derivatives transactions) to which an Alternative Investment may be a party have historically been tied to LIBOR. In connection with the global transition away from LIBOR led by regulators and market participants, LIBOR was last published on a representative basis at the end of June 2023. Alternative reference rates to LIBOR have been established in most major currencies (e.g., the Secured Overnight Financing Rate for U.S. dollar LIBOR and the Sterling Overnight Index Average for GBP LIBOR) and the transition to new reference rates continues. The transition away from LIBOR to the use of replacement rates has gone relatively smoothly but the full 50  impact of the transition on an Alternative Investment or the financial instruments in which an Alternative Investment invests cannot yet be fully determined. Interest rates or other types of rates and indices which are classed as “benchmarks” have been the subject of ongoing national and international regulatory reform, including under the European Union regulation on indices used as benchmarks in financial instruments and financial contracts (known as the “Benchmarks Regulation”). The Benchmarks Regulation has been enacted into United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended), subject to amendments made by the Benchmarks (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (SI 2019/657) and other statutory instruments. Following the implementation of these reforms, the manner of administration of benchmarks has changed and may further change in the future, with the result that relevant benchmarks may perform differently than in the past, the use of benchmarks that are not compliant with the new standards by certain supervised entities may be restricted, and certain benchmarks may be eliminated entirely. Such changes could cause increased market volatility and disruptions in liquidity for instruments that rely on or are impacted by such benchmarks. Additionally, there could be other consequences which cannot be predicted. Inadvertent Concentration. It is possible that a number of Underlying Fund Managers might take substantial positions in the same strategy, security or trade at the same time. It is likely that CGMI will not be able to ascertain or control investment positions taken by the Underlying Fund Managers. This could interfere with a Managed Account’s, Fund of Funds’ or Co- Investment Fund’s goal of diversification or result in unforeseen exposures. Inadvertent concentration in strategies, positions or sectors will reduce portfolio diversification and may result in volatility and losses. No Current Income. An Alternative Investment’s investment policies should be considered speculative, as there can be no assurance that CGMI’s assessments of the short-term or long- term prospects of investments in the Alternative Investments will prove accurate. In view of the fact that there may be no assurance the Alternative Investments will make distributions, that such distributions may be infrequent and that investors may have limited rights to redeem from the Alternative Investments, an investment in an Alternative Investment is not suitable for investors seeking current income for financial or tax planning purposes. No Manager Liability Beyond Investment Assets. Subject to certain limitations that will vary between Investment Managers, an Investment Manager shall generally have no liability to an investor for the return of any investment in an Alternative Investment, it being understood that any such return shall be made solely from such Alternative Investment’s assets, if any. Indemnification. Investment Managers and other persons retained by an Alternative Investment are entitled to indemnification and/or exculpation for liability and losses incurred or arising out of their performance of services, except under certain circumstances, from the respective Alternative Investment as set forth in more detail in the respective account documents. An Alternative Investment may also enter into indemnification and other arrangements that impose limitations on liability with its service providers and other parties, including CGMI. To satisfy a particular debt or obligation, an investor may be required to make additional contributions or payments to an Alternative Investment. These indemnification and/or exculpation provisions will limit the right of CGMI, a client and/or an investor to maintain an action against such indemnified persons to recover losses or costs incurred by the client and/or investor as a result of actions or failures to act of any Underlying Fund Manager or other indemnified person. 51  Liability for Return of Distributions. Pursuant to applicable law and/or the relevant Alternative Investment governing documents, investors may be obligated to return cash distributions previously received from an Alternative Investment, in some instances with interest, and any such returns shall generally be required to be made without taking into account any taxes previously paid on such distributions. Reinvestment; Excess Contributions and Obligations. Pursuant to the relevant Alternative Investment governing documents, an Alternative Investment may reinvest distribution proceeds in additional investments, amounts distributed may be subject to recall, and/or an Alternative Investment may commit to invest or have investment obligations and liabilities that exceed its aggregate capital commitments or assets. Accordingly, an investor may be required to fund a cumulative amount in excess of its commitment, and an investor’s aggregate investment exposure may otherwise exceed its aggregate capital contributions to Alternative Investments. Early Termination. In the event of the early termination of an Alternative Investment, it is possible that, at the time of the associated sale or distribution, certain securities held by the Alternative Investment would be worth less than the initial cost or previously reported value of such securities, resulting in a loss to investors. Early termination of an Alternative Investment may lead to a rapid liquidation of the Underlying Funds, which may have a negative impact on performance. Alternative Investments may also be faced with limited liquidity because the interests in the Underlying Funds are not freely transferrable or subject to suspensions, gates and other restrictions. Successful Capital Raise. An Alternative Investment’s strategy and asset diversification are premised on raising a substantial portion of capital during its fundraising. An Alternative Investment may, however, hold its initial closing date at any time when CGMI determines in its sole discretion that a sufficient minimum of capital is ready to close. There is no guarantee that closings subsequent to the initial closing date will be held or that an Alternative Investment will achieve its capital raising goals. Prior to the final closing date, CGMI will consider the diversification and investment targets and will cause an Alternative Investment to comply with its investment restrictions based on certain assumptions. As a result, it is possible that an Alternative Investment’s ownership percentages with respect to its investments will exceed the diversification and investment targets or investment restriction percentages if the Alternative Investment does not achieve its capital raising goals. Certain Excluded Investments. Certain investment opportunities may not be offered to an Alternative Investment if participation in such investment could lead to an inability of the Alternative Investment to comply with regulatory requirements applicable with respect to it or such investments and the jurisdictions in which interests in the Alternative Investment are offered, including, without limitation, as a result of the unwillingness or inability of a proposed Underlying Fund Manager to provide the Alternative Investment with information and/or documentation necessary to facilitate the Alternative Investment’s compliance with such regulatory requirements. Furthermore, an Alternative Investment may not be able to participate in certain investments if the Alternative Investment’s participation could lead to the inability of the applicable investment or applicable Underlying Fund Manager to comply with regulatory requirements applicable to such investment or Underlying Fund Manager, including, without limitation, certain information disclosure or anti-money laundering requirements. Such circumstances could limit an Alternative Investment’s ability to participate in otherwise appropriate and potentially valuable investments. Follow-On Investments. Certain Alternative Investments may be called upon or CGMI may find it desirable to make follow-on investments to increase certain Alternative Investments’ 52  investments in certain companies or to make investments in other issuers that help preserve, protect or enhance the value of an existing Underlying Fund. There can be no assurance that an Alternative Investment will want to make follow-on investments or that the Alternative Investment will have sufficient funds to do so. Any decision not to make a follow-on investment or the inability to make one could potentially have a substantial negative impact on an Underlying Fund. Moreover, to the extent that an Alternative Investment does not make a follow-on investment, an Underlying Fund may seek capital from other investors. Any such arrangements with other investors could rank senior to, and/or cause the dilution of, an Alternative Investment’s investment. There can be no assurance that CGMI will be able to predict accurately how much capital may need to be reserved by an Alternative Investment for participation in follow-on investments. If more capital is reserved than is necessary, then an Alternative Investment may receive a lower allocation of other investment opportunities or may not fully draw its capital commitments. If less capital is reserved than is necessary, then an Alternative Investment may not be able to fully protect or enhance its existing investment. Limited Operating History. Some Alternative Investments may be newly established and have no or limited operating or investment history. The past performance of the principals of, or entities associated with, the Investment Managers should not be construed as an indication of the future results of an investment in such Alternative Investments. Despite CGMI’s initial due diligence and ongoing oversight of an Underlying Fund Manager, an Underlying Fund and, indirectly, an Alternative Investment may suffer losses resulting from a failure of the Underlying Fund Manager’s operations, which may include, without limitation, inadequate business continuity policies and procedures or preparedness, procedural failures, weakness of operational controls, and fraud. Limited Voting Rights. The documents governing the Alternative Investments will generally provide that investors have no voting rights except in limited circumstances. Generally, investors will have no right to vote on many matters affecting the Alternative Investments, including, without limitation, the election and dismissal of directors, most amendments, supplements or other modifications to the governing documents of the Alternative Investments, a proposed merger and/or consolidation of the Alternative Investments or the liquidation of the Alternative Investments. No Direct Interest in Underlying Funds. Investors in Feeders will have no direct interest in Underlying Funds, will have no direct voting rights in Underlying Funds, will not be parties to Underlying Fund agreements, and, accordingly, will not have any standing, recourse or rights under Underlying Fund agreements, and they may not bring any action for any breach thereof against the Underlying Funds or Underlying Fund Managers. Timing of Investments in Underlying Funds. Decisions with respect to the timing of the initial closing of Underlying Funds and capital calls by Underlying Funds will be made by the Underlying Fund Managers and are not within the control of CGMI. It is possible that the initial closing of a potential Underlying Fund in which an Alternative Investment seeks to invest may occur after the initial closing of, and potentially after subsequent closings of, such Alternative Investment. Such delay may be significant, or the initial closing of such potential Underlying Fund may never occur. It is also possible that an Underlying Fund will not call capital for a significant period of time after its initial closing. Notwithstanding the timing of the initial closing of an Underlying Fund or its initial capital calls, Alternative Investments generally may have closings and call capital in accordance with their governing documents. During any period in which capital has been called to an Alternative Investment prior to the closing of an Underlying Fund, no preferred return will accrue. 53  Consequences of Default. Investors may not be required to pay the entire amount of their investment at the time of their investment in an Alternative Investment. Alternative Investments may call for portions of an investor’s commitment on an “as needed” basis. However, if investors fail to make amounts available at the request of an Alternative Investment within the time limits specified, they may forfeit a significant portion, and potentially all, of the amounts that they have already invested and forfeit their right to make further contributions to the Alternative Investment. Investors must therefore be able to make the entire amount of their uncalled commitments available at any time during the lifetime of such Alternative Investment. If an investor fails to pay when due installments of its commitment or satisfy its other payment obligations of an Alternative Investment when due, such Alternative Investment may be unable to pay its obligations when due. As a result, such Alternative Investment may be subjected to significant penalties that could materially adversely affect the returns to the investors in the Alternative Investment (including non-defaulting investors). In addition, if an investor in an Alternative Investment fails to fund its investment or make another required payment to the Alternative Investment and, as a direct result of such default, the Alternative Investment is unable to and fails to make all or any portion of any contribution or other payment to an Underlying Fund as required pursuant to the Underlying Fund agreement, an Underlying Fund Manager may treat the Alternative Investment as a defaulting investor under the Underlying Fund agreement. In this case, an Alternative Investment and the non- defaulting investors may bear costs and expenses in respect of a defaulting investor in an Underlying Fund. If an investor in an Alternative Investment defaults, CGMI or an affiliate may turn over such investor’s identification information to an Underlying Fund Manager or an affiliate to the extent permitted by law and the Underlying Fund Manager or an affiliate may exercise remedies directly against the investor. Substantial Fees and Expenses. The Alternative Investments are required to meet certain fixed costs, including organizational and offering expenses, investment-related expenses, and ongoing administrative and operating expenses (such as fees payable to service providers). These fees and expenses may be substantial and are payable regardless of whether any profits are realized by the Alternative Investments. Side Letters and Other Agreements. Some Alternative Investments may enter into separate agreements with certain investors, such as those that are affiliated with, or that are deemed to be involved in a significant or strategic relationship with, the Investment Managers, to waive or modify certain terms, or to allow such investors to invest in separate classes of interests or separate vehicles with different terms than those of the other investors, including, without limitation, with respect to fees, liquidity or depth of information provided to such investors concerning an Alternative Investment. Under certain circumstances, these agreements could create preferences or priorities for such investors with respect to other investors of an Alternative Investment. In addition, an Investment Manager may specifically allocate capacity with respect to some of an Alternative Investment’s investments to clients or investors who desire increased exposure to such investments. New classes of interests of an Alternative Investment may be established without the approval of the existing investors. Some Alternative Investments offer certain investors additional or different information and reporting than that offered to other investors. Such information may provide the recipient greater insights into an Alternative Investment’s activities than is included in standard reports to investors, thereby enhancing the recipient’s ability to make investment decisions with respect to the Alternative Investment. 54  Proprietary Assets. A percentage of a Fund of Funds’ or Co-Investment Fund’s assets may be indirectly held by Citigroup and its affiliates. These investments are not subject to any lock- up provisions beyond those imposed by the relevant Underlying Fund, Co-investment or Fund of Funds, as applicable. There can be no assurance that the assets of Citigroup will remain invested in a Fund of Funds or Co-Investment Fund, as applicable, and Citigroup and its affiliates reserve the right to redeem at any time. In instances where such assets are provided to “seed” a fund, it is the intention of Citigroup and its affiliates to withdraw or redeem the Citigroup assets once sufficient assets (as determined by Citigroup) have been raised by a Fund of Funds or Co-Investment Fund from investors that are not affiliates with Citigroup. Any adverse impact on performance relating to the liquidation of positions to meet any withdrawal or redemption of the Citigroup assets will be borne by the investors. Capacity Restraints of Underlying Fund Managers. Underlying Funds may impose or be subject to capacity restraints. In the event that capacity with any one Underlying Fund Manager is limited or may be limited in the future, subject to CGMI’s allocation procedures, certain Managed Account clients may be allowed to invest ahead of other investors, even if such investors have previously allocated assets to such Underlying Fund Manager or its relevant Feeder, with the result that certain investors may no longer have any additional future capacity with such Underlying Fund Managers. Public Company Risk. As a consequence of CGMI being the indirect subsidiary of Citigroup, Inc, a publicly traded company, the officers, directors, members, managers and employees of CGMI may have duties or incentives related to the interest of Citigroup, Inc.’s shareholders that could differ from, and could conflict with, the interests of CGMI’s clients and investors in the Alternative Investments. Any such conflicts would not necessarily arise if Citigroup, Inc. was not publicly traded. Broken Deal Expenses. Alternative Investments can require extensive due diligence activities and regulatory approvals prior to investment, which may entail significant third-party expenses. In the event that an investment is not consummated, an Alternative Investment will bear all or some of such third-party expenses and any termination fees. The Foreign Account Tax Compliance Act (“FATCA”) May Subject Certain Alternative Investments to a Reporting Regime and Possibly Withholding Tax. All entities in a broadly defined class of foreign financial institutions (“FFIs”) are required to comply with FATCA or be subject to a 30% withholding tax on certain U.S. source payments made to the FFIs (including U.S. source fixed or determinable annual or periodical income such as dividends and interests). The FATCA rules also impose a 30% withholding tax with respect to certain payments made by FFIs that enter into an agreement with the U.S. Internal Revenue Service (“IRS”) that are attributable to withholdable payments (“foreign passthru payments”); however, the withholding requirement for foreign passthru payments is currently deferred until two years after the publication of final regulations defining the term “foreign pass-thru payments.” The Alternative Investments may be characterized as FFIs and, accordingly, subject to these rules, which are also subject to modification pursuant to an Intergovernmental Agreement (“IGA”). IGAs are generally intended to result in the automatic receipt by the IRS of tax information reported by an FFI to the government or tax authorities of the country in which the FFI is domiciled. FATCA also requires certain non-U.S. entities that are not FFIs to either certify they have no substantial U.S. beneficial ownership or to report certain information with respect to their substantial U.S. beneficial ownership, or be subject to the withholding rules described above. CGMI will have no control over whether an Underlying Fund or investment complies with FATCA, and non-compliance may reduce cash available to investors. 55  Legislative Developments in Tax Laws. Developments in the tax laws of the United States or other jurisdictions, which may be applied retroactively, could have a material effect on the tax consequences to Alternative Investments and their investors. Such legislation could affect investors even if not specifically targeted at such investors. Moreover, the interpretation and application of tax laws and regulations by certain tax authorities may not be clear, consistent or transparent. Prospective investors should consult their tax advisors regarding the status of any legislation and/or regulatory guidance on their investment in an Alternative Investment. Tax Information Provision. Failure by an investor to provide information, representations, certifications, waivers and forms requested, as required by applicable law, the subscription documentation of the applicable Alternative Investment or otherwise, could lead to adverse consequences for such investor, including mandatory withdrawal, delayed payment of redemption proceeds and/or mandatory tax withholding. Further, investors will be responsible for, and should expect to bear, a share of the economic burden of any withholding or other taxes that are paid or deemed paid with respect to an Alternative Investment and may not be able to obtain a refund of such taxes in the U.S. or a foreign tax credit in their local jurisdiction. Delayed IRS Schedules K-1. An Alternative Investment may not be able to provide IRS Schedule K-1s (or their equivalents) to investors who are subject to U.S. taxes for any given fiscal year until after April 15 of the following year. Investors subject to U.S. taxes may be required to obtain extensions of the filing dates for their federal, state, and local income tax returns. Appropriateness of Investment for Investors with Special Circumstances. An Alternative Investment may not be an appropriate investment for investors with special circumstances, such as non-U.S. investors or U.S. tax-exempt investors. Such investors should review the more detailed risk factors set forth in the relevant offering memorandum and other product- specific information provided by the product or CGMI and consult their tax advisors as to the tax consequences of participating in an Alternative Investment. Item 9. Disciplinary Information Below are summaries of certain legal and disciplinary events that may be material to clients and prospective clients. Additional information about legal and disciplinary events is available in Item 11 of our Form ADV, Part 1A, available at www.adviserinfo.sec.gov. SEC Claims Related to CitiFX Alpha Sold to MSSB Clients On January 24, 2017, CGMI entered into a settlement with the SEC related to a foreign exchange trading program known as “CitiFX Alpha,” which was sold to certain brokerage customers and advisory clients of Morgan Stanley Smith Barney LLC (“MSSB”) during 2010 and 2011. At the time, CGMI held a 49% ownership interest in MSSB. The SEC alleged that CGMI omitted material information from investor presentations, including failure to disclose that a substantially higher leverage could be used than was disclosed and that mark-ups on trades would be charged, that caused the investors to suffer significant losses. Without admitting or denying the findings, CGMI agreed to cease and desist from violating Section 17(a)(2) of the Securities Act and pay disgorgement of $624,458.27, prejudgment interest of $89,277.34, and a civil money penalty of $2,250,000.00. 56  TRAK Fund Solution Settlements CGMI settled two matters relating to overcharges in certain advisory client accounts. The overcharges related primarily to the TRAK Fund Solution program, which CGMI offered between 1991 and 2011. On January 26, 2017, the SEC issued an Order finding that CGMI violated various provisions of the Investment Advisers Act of 1940 by overcharging or causing to be overcharged approximately 60,000 advisory client accounts in the amount of $18 million and by failing to keep proper books and records with respect to maintenance of client contracts. Those overcharges had, at the time of the Order, been reimbursed with interest, to the extent they could be identified. Pursuant to the Order, CGMI agreed to pay disgorgement and pre- judgment interest in the amount of $4,000,000, pay a civil money penalty in the amount of $14,300,000 and undertake certain reporting obligations to the SEC and remedial actions to the extent not already implemented. Copies of the Order can be obtained at www.sec.gov/litigation/admin/2017/34-79882.pdf or from your CGMI representative. On January 12, 2017, the New York Attorney General’s Office (“NYAG”) and CGMI entered into a settlement in which the NYAG found that CGMI had violated the Martin Act and Executive Law § 63(12) by overcharging certain advisory client accounts. CGMI agreed to pay a monetary penalty in the amount of $1,000,000 and undertake certain reporting obligations to the NYAG. FINRA Claims Related to Research Ratings On December 28, 2017, CGMI entered into a settlement with FINRA. As part of that settlement, FINRA alleged that for a period of time, CGMI displayed (both internally and externally) inaccurate research ratings for certain equity securities. FINRA alleged that this inaccuracy, which resulted from errors in the electronic feed of ratings data that the firm provided to its clearing firm, caused CGMI to display the wrong rating for some covered securities (e.g., “buy” instead of “sell”), display ratings for other securities that CGMI was not actively covering at the time, and not display ratings for securities that CGMI, in fact, rated. FINRA also alleged that CGMI failed to establish and maintain a supervisory system and written supervisory procedures designed to ensure the accurate and complete dissemination of research ratings. Without admitting or denying the allegations, CGMI consented to a censure, a fine of $5.5 million, and an undertaking to pay compensation of at least $6 million to customers who were solicited to purchase or sell securities affected by the ratings display issues. Item 10. Other Financial Industry Activities and Affiliations Many of the officers and employees of CGMI making investment decisions have in the past held, and will continue to hold, similar positions as officers and employees of affiliates of CGMI. CGMI may share resources, other employees and management, as well as investment ideas and opportunities, with any or all affiliates engaged in similar activities. Certain employees of CGMI are registered as broker-dealer representatives of CGMI and/or CPA. Other Registrations CGMI is registered as an investment adviser, broker-dealer and security-based swap dealer with the SEC and is registered as a Commodity Trading Advisor, a futures commission merchant and a swap dealer with the U.S. Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association. CGMI is a member of all principal 57  securities and commodities exchanges in the United States and the Financial Industry Regulatory Authority (“FINRA”). Certain Funds of Funds operate under relief from commodity pool operator reporting requirements pursuant to CFTC Rule 4.7, other Funds of Funds, Co-Investment Funds and the Managed Accounts are operated in accordance with the certain applicable exemptions from commodity pool operator and commodity trading advisor registration, as applicable, in each case as described in the applicable account documentation. Material Relationships or Arrangements with Certain Related Persons Broker-Dealer CGMI, a registered broker-dealer, and CPA, a registered broker-dealer, each serve as a distributor or placement agent of the Funds of Funds, Co-Investment Funds and Managed Accounts. Citibank, N.A. and other Citigroup affiliated entities also serve as distributors or placement agents for these CGMI-advised funds and accounts. Such affiliated distributors charge placement or other fees to clients as provided in the relevant account documentation. CGMI, CPA and certain other affiliated placement agents may also receive from a Portfolio Manager an investor servicing fee which may give such placement agents an incentive to place investments in Alternative Investments with higher servicing fees. In addition, the Distributors may share in certain fees paid to CGMI in its capacity as investment manager to an Alternative Investment. See Item 5 “Fees and Compensation” and “Compensation from Portfolio Managers” below. Custodian Citibank, N.A., a national bank, serves as custodian for the assets in the Managed Accounts and it has appointed an unaffiliated sub-custodian for some Managed Accounts, as described in Item 4, above. This arrangement is fully disclosed in the Managed Accounts terms and conditions. Banking Institutions As described above, certain Citigroup affiliates serve as distributors or referral agents for CGMI-advised funds and accounts. As described in Item 4 “Services Provided: Managed Accounts,” Citibank, N.A. and other Citigroup affiliates provide administrative, custodial and other services to the Managed Accounts. Certain Funds of Funds and Co-Investment Funds may retain Citibank, N.A. to provide certain cash account services. Material, Non-Public Information As a result of the activities of, and investments made by, CGMI and its affiliates for their own and others accounts, CGMI may acquire confidential or material non-public information and therefore be restricted from initiating certain transactions. Disclosure of such information to CGMI’s personnel responsible for the affairs of Alternative Investments will be on a need-to- know basis only, and Alternative Investments may not be free to act upon any such information. Therefore, Investment Managers of Alternative Investments may not be provided access to material non-public information in the possession of CGMI that might be relevant 58  to an investment decision to be made by an Investment Manager of an Alternative Investment, and an Investment Manager of an Alternative Investment may take actions that, if such information had been known to it, may not have been undertaken. In the event any material non-public information is disclosed to any of the personnel of CGMI, any provisional advisory board member or any other person responsible for the affairs of an Alternative Investment, then such Alternative Investment may be prohibited by applicable securities laws and CGMI’s internal policies from acting upon any such information. Due to these restrictions, such Alternative Investment may not be able to take certain actions. CGMI and its affiliates have no obligation to seek information and there is no obligation on the part of CGMI, its affiliates or their personnel to make available to an Alternative Investment any information known or developed in connection with other clients or in connection with activities unrelated to such Alternative Investment. Compensation from Portfolio Managers Certain companies will pay CGMI, CPA, or other affiliates of CGMI, as consideration for investor services provided by CGMI and its affiliates in connection with the investment in such company by the Fund of Funds, a servicing fee or upfront fee. Other investment vehicles may also pay CGMI, CPA or other affiliates servicing fees or upfront fees. See Item 5 “Fees and Compensation.” Such servicing fees and upfront fees may influence CPA, CGMI and such other affiliates to make positive statements about and to recommend investments in these Master Companies. CGMI and other Citigroup affiliates will receive fees or other compensation for services, including placement or distribution services, (including but not limited to financial advisory, prime brokerage, lending, investment banking and custodian services) rendered to the Portfolio Managers on the Citi platform (including the servicing fee) or to issuers of any securities in which such Portfolio Managers invest. This arrangement presents certain conflicts of interest as the servicing fee and other fees or compensation payable to the CGMI and Citigroup-affiliated placement agents can vary among the Funds of Funds and Co-Investment Funds, which may give the Citigroup affiliated placement agents an incentive to propose investments in Funds of Funds and Co-Investment Funds with higher fees. The Funds of Funds and Co-Investment Funds will not share in any such compensation; however, Managed Account clients will receive rebates or credits of any servicing fees attributable to the Managed Accounts as provided in the relevant account documentation. Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading General Employees and certain other persons who perform services that support the investment advisory business of CGMI are bound by the Personal Trading and Investment Policy (“PTIP”) and the Fiduciary Code of Ethics Standard (“Code of Ethics”). The Code of Ethics is designed to comply with applicable regulatory requirements including Rule 204A-1 of the Advisers Act. Both the PTIP and the Code of Ethics govern the trading of employees who support the investment advisory business of CGMI and the family member/related persons accounts over which the employee has investment discretion. 59  Certain representatives within CGMI are considered covered persons under the PTIP. This policy governs the manner in which the covered persons’ trading account information is made available to the firm’s compliance department and defines instances where pre-clearance or supervisory pre-approval may be appropriate. Covered persons are subject to a number of restrictions including 1) prohibition on conduct of personal trades in securities for which they are in possession of material, non-public information; 2) prohibition on securities noted on the firm’s restricted list; and 3) prohibition on trading in securities where new and material research has been published. Other restrictions exist with respect to “new issue”/public offerings and trading of Citigroup shares. Covered persons are further prohibited from engaging in market timing strategies with respect to mutual fund transactions in covered accounts. Certain supervisory staff are responsible for reviewing all personal trading activity of their covered employees for indications of improper trading activity and insider trading. When CGMI personnel purchase or sell certain securities for their own accounts on the same day that transactions in these securities are affected for client accounts, the price paid or realized by advisory personnel generally may not be more advantageous than the price at which the client transactions are effected. If orders by CGMI personnel are part of a batched client order and the entire block of securities is then not executed on the same day, no part of the order executed is permitted to be allocated to any advisory personnel. The Code of Ethics describes the standards of business conduct for CGMI’s investment advisory business, including the fiduciary obligations owed to the clients and the obligation to comply with applicable laws. The Code of Ethics incorporates and is supplemented by other Citi policies and procedures, including policies and procedures designed to protect the flow of material non-public information and the confidentiality of client information and those imposing personal trading and investment restrictions, maintenance of personal securities trading accounts and reporting of personal securities holdings and transactions. The purposes of the Codes of Ethics and the related policies and procedures include minimizing potential conflicts of interests between employees and investment advisory clients and assuring compliance with applicable laws and regulations. Each person covered under the Code of Ethics receives a copy of the Code of Ethics upon being designated as a covered person and annually thereafter. They must sign an attestation that indicates that they have read and understand such Code of Ethics. In conjunction with this attestation, all covered persons are required to report any violation or potential violation of which they might become aware. A copy of the Fiduciary Code of Ethics will be provided to any client or prospective client who mails a written request to: Citigroup Global Markets Inc. 388 Greenwich Street, 29th Floor New York, NY 10013 Attention: Robert Cole, Global Head of Wealth Independent Compliance Risk Management Participation and Interest in Client Transactions CGMI and its affiliates from time to time recommend securities in which they directly or indirectly have a financial interest and may buy and sell securities that are recommended to clients for purchase and sale. They also may provide advice and take action in the performance of their duties to clients which differs from advice given, or the timing and nature of action taken, for other clients’ accounts. Moreover, CGMI or any of its affiliates may advise 60  or take action for itself or themselves differently than for clients. In addition, CGMI, its affiliates, and employees, may invest with any investment manager. Citigroup and certain of its affiliates manage a number of affiliated funds and investment products for their own account that may invest in Alternative Investments. CGMI or its affiliates may, from time to time, act as principal for their own accounts in connection with a Fund of Funds’ or Co-Investment Fund’s securities transactions. CGMI or its affiliates may retain any profits that they may make in such transactions. Subject to applicable law, CGMI or its affiliates may retain any commissions, remuneration or other profits which may be made in such transactions. From time to time, CGMI imposes restrictions to address the potential for self-dealing by CGMI and conflicts of interest that may arise in connection with CGMI’s businesses. CGMI has adopted various procedures to guard against insider trading. However, CGMI personnel are not subject to additional personal trading restrictions, such as extended blackout periods, that are applicable to CGMI employees who are associated with an affiliated manager. Conflicts of Interest Between Citi Ventures and iCapital Citi Ventures, Inc. (“Citi Ventures”), an affiliate of Citigroup, has made a minority equity investment, and owns a non-controlling interest, in iCapital. As a result of this equity investment, Citi Ventures may receive dividends, proceeds and/or other consideration from iCapital, the level of which will vary depending on iCapital’s overall performance. Citi Ventures’ investment creates conflicts of interest. In addition, Citi Ventures’ investment in iCapital creates an incentive for the participating broker-dealers to offer clients funds sponsored, controlled, advised, or contracted with iCapital or its affiliates instead of funds sponsored, controlled, or advised by other asset managers. A representative appointed by Citi Ventures will serve as an observer to the board of directors of iCapital, and in such capacity will receive non-public information about iCapital that it will not be able to share with the participating broker-dealers or its clients. As a result of possessing such non-public information, the participating broker-dealers may be unable to take certain actions for the benefit of their clients that they would be able to take in the absence of such non-public information. The inability to take such actions may be detrimental to the participating broker- dealers and their clients. Secondary Sales of Fund Investments CGMI, subject to applicable law, may, in its sole discretion, seek to sell on the secondary market an Alternative Investment’s interest in any Underlying Funds late in the life of the Alternative Investment in order to facilitate the timely liquidation of the Alternative Investment. There can be no guarantee that any such secondary sales will maximize value of such Underlying Funds in the same manner as if such Underlying Funds were not sold as a secondary sale. Additionally, Alternative Investments may be invested side by side in an Underlying Fund but may have conflicting objectives depending on the investment strategy of the Alternative Investments and where the Alternative Investments are in their life cycles. CGMI may face conflicts of interest with respect to determinations to cause an Alternative Investment to sell an interest in an Underlying Fund and a competing determination to cause another Alternative Investment to retain an interest in the same Underlying Fund. Finally, in the event that a representative of CGMI is a member of an advisory committee of an Underlying Fund in which the Alternative Investments are invested, such representative may face conflicts of interest 61  with respect to participation in decisions of such advisory committee and managing competing concerns of the Alternative Investments in connection with such decision making. Follow-on Investment Opportunities Investments to finance follow-on acquisitions may be part of the business of certain Alternative Investments. Follow-on investments present conflicts of interest, including determination of the equity component and other terms of the new financing. In addition, the Underlying Funds may participate in releveraging and recapitalization transactions involving portfolio investments in which Alternative Investments have invested or will invest. Recapitalization transactions may present conflicts of interest, including determinations of whether existing investors are being cashed out at a price that is higher or lower than market value and whether new investors are paying too high or too low a price for the company or purchasing securities with terms that are more or less favorable than the prevailing market terms. Investments by Citigroup, Citigroup Clients, Alternative Investments and Employees Under certain circumstances, an Alternative Investment may be offered an opportunity to make an investment in connection with a transaction in which Citigroup, a Citigroup client, another Alternative Investment or an individual at CGMI or its affiliates is expected to participate or in an entity in which Citigroup, a Citigroup client, an Alternative Investment or an individual at CGMI or its affiliates already has made, or concurrently will make, an investment. In connection with such investments, an Alternative Investment (including any Underlying Fund), on the one hand, and Citigroup, a Citigroup client, other Alternative Investment(s) (including any Underlying Fund) or an individual at CGMI or its affiliates, on the other hand, may have conflicting interests and investment objectives, including with respect to the operation of the entity, the targeted returns from the investment and the timeframe for and method of exiting the investment. In addition, the terms of an Alternative Investment’s investment, including the type of security purchased, may be different from the terms of Citigroup’s, a Citigroup client’s, another Alternative Investment’s or an individual at CGMI or its affiliates’ investment. If an Alternative Investment invests in a different type of security from the security purchased by Citigroup, a Citigroup client, another Alternative Investment or an individual at CGMI or its affiliates, additional conflicts may arise, in particular if the entity experiences financial difficulties. If an entity in which Alternative Investments, Citigroup, a Citigroup client or an individual at CGMI or its affiliates hold different classes of securities encounters financial problems, decisions over the terms of any workout will raise conflicts of interest (including conflicts over proposed waivers and amendments to debt covenants). For example, a debt holder may be better served by a liquidation of the entity in which it will be paid in full, whereas an equity holder might prefer a reorganization that could create value for the equity holders. It is possible that Citigroup, a Citigroup client, an Alternative Investment or an individual at CGMI or its affiliates will invest in a company which is or becomes a competitor of an investment of another Alternative Investment (including an Underlying Fund). Such investment could create a conflict between an Alternative Investment (including an Underlying Fund) and Citigroup, such Citigroup client, other Alternative Investments or such individual at CGMI or its affiliates. In such a situation, Citigroup may also have a conflict in the allocation of investment banking resources to the investment. Conflicts will also arise in cases where an Alternative Investment (including an Underlying Fund) makes an equity or other subordinated investment in an entity that has issued or is 62  issuing a senior mezzanine or debt security to Citigroup, a Citigroup client, another Alternative Investment or an individual at CGMI or its affiliates. For example, an Alternative Investment with a similar investment objective may make a mezzanine investment or a loan to an entity in which another Alternative Investment has an equity investment. In negotiating the terms and conditions of any such mezzanine investment or loan or in addressing any subsequent amendments, an Alternative Investment may have interests that will conflict with those of another Alternative Investment. In such circumstances, Citigroup will take such actions as may be necessary or appropriate, within the context of the Alternative Investment agreements, to attempt to ameliorate such conflict, such as referring the matter to the applicable Investment Manager for resolution through the Alternative Investment’s conflicts process, disposing of the security giving rise to the conflict or relying on an unaffiliated third party to negotiate the terms of any restructuring (and upon taking such actions Citigroup and its affiliates will be relieved of any responsibility for such conflict). However, there can be no assurance that Citigroup will be able to satisfactorily ameliorate the conflict, and such conflict may be resolved to the detriment of an Alternative Investment (including an Underlying Fund). If an entity in which an Alternative Investment (including an Underlying Fund) has an investment and in which Citigroup has an equity or senior debt investment becomes distressed or defaults on its obligations under the investment, Citigroup may have conflicting loyalties between its duties to such Alternative Investment and to Citigroup affiliates. It is possible that in a bankruptcy proceeding an Alternative Investment (including an Underlying Fund)’s interest may be subordinated or otherwise adversely affected by virtue of the involvement and actions of Citigroup relating to its investment. Conflicts will also arise in connection with any purchase or sale of an entity, or assets or businesses held by an entity, from or to Citigroup, a Citigroup client, an Alternative Investment or an individual at CGMI or its affiliates, including with respect to the amount of consideration offered or paid by or to, and the obligations and rights of, Citigroup, such Citigroup client, such Alternative Investment, or an individual at CGMI or its affiliates. Employees and related persons of CGMI and its affiliates may make large capital investments in or alongside Alternative Investments, and therefore may have additional conflicting interests in connection with joint investments. In addition, an Alternative Investment may allow certain employees of CGMI and its affiliates to invest on preferential terms, including preferential terms relating to fees, minimum investment and other requirements. Subject to applicable law, certain Alternative Investments and/or employees of Citigroup may also invest directly in the Underlying Funds. Any such Alternative Investments or employees investing directly in the Underlying Funds will not be investors of an Alternative Investment and thus will not bear any fund level expenses (including investment advisory fees, administration fees, and organizational and offering expenses attributable to an Alternative Investment), but they may be charged a one-time fee payable upon subscription to the distributors. Similarly, subject to applicable law, certain Alternative Investments and/or employees of Citigroup may also hold (directly or indirectly), ownership interests in Underlying Fund investments. Any such Alternative Investments or employees investing in such ownership interests will have interests that may conflict with the interests of applicable Underlying Fund or Alternative Investment. As a result, CGMI, as investment adviser to any such Alternative Investments may have conflicting loyalties between its duties to each Alternative Investment. 63  Relationship to the Underlying Funds In the regular course of business, and subject to applicable law, Citigroup may be engaged to provide, or may seek to provide, investment banking, financial advisory and/or other similar services to the Underlying Fund Managers, the Underlying Funds and any other member of the Underlying Fund group. Provisional Advisory Board Members CGMI does not expect to convene a provisional advisory board for an Alternative Investment unless it determines in its discretion that approval of a provisional advisory board would be required by the Advisers Act. Any provisional advisory board members will devote as much time to the provisional advisory board as the provisional advisory board members deem necessary, and would not be required to devote their full time and attention to the business of the Alternative Investments. Any representatives of the provisional advisory board may have various business and other relationships with CGMI and its partners, employees and affiliates. These relationships may influence the decisions made by such members of the provisional advisory board. In addition, any members of the provisional advisory board may also be members of another Citigroup client’s advisory board. In such instances, a conflict of interest would exist because the clients on which such overlapping provisional advisory board members may have conflicting interests and such members may be requested to provide their consent with respect to such conflicts of interest and will not recuse themselves from any such vote. Client Relationships Citigroup has, and will in the future develop, relationships with a significant number of companies and their senior managers, including relationships with clients who may hold or may have held investments similar to the investments intended to be made by the Alternative Investments, clients that may themselves represent appropriate investment opportunities for the Alternative Investments or clients that may compete with the Alternative Investments for investment opportunities. In addition, Citigroup has relationships with leveraged buyout firms, private equity sponsors and other investors (including institutional investors and their senior management) who may invest or may have invested in private equity investment opportunities that fall within the Alternative Investments’ investment objectives. In providing services to its clients, Citigroup will face conflicts of interest with respect to activities recommended to or performed for such clients, on the one hand, and the Alternative Investments, an investor or the investment, on the other hand. Citigroup will also face conflicts of interest in connection with any purchase or sale transactions with a Citigroup client (involving an investment by the Alternative Investments). These conflicts include conflicts with respect to the consideration offered by, and the obligations of, such Citigroup client. Citigroup may owe a fiduciary duty to its clients that may make the interest of Citigroup adverse to that of the Alternative Investments. In addition, existing client relationships may give rise to conflict of interest situations relating to investment opportunities discovered by Citigroup and their referral to the Alternative Investments. These client relationships will present conflicts of interest that could otherwise result in the Alternative Investments being precluded from making certain investments. In addition, CGMI may take into consideration these relationships in its management of the Alternative Investments. Accordingly, there may be certain investments that the Alternative Investments will not make in view of such relationships. 64  Commercial and Investment Banking Fees To the extent permitted by applicable law, in connection with the provision of financial services, Citigroup may receive commercial banking, investment banking (including underwriting fees and distributors fees), advisory and other fees from the Alternative Investments and their affiliates or other parties engaged in transactions in which the Alternative Investments invest and their affiliates. For example, fees might be paid to Citigroup for providing these services in connection with: (i) the acquisition, disposition or sale of companies; (ii) equity or debt financings; (iii) loans or credit lines extended to the Alternative Investments or their affiliates; and (iv) other commercial and investment banking services. Following the consummation of an investment by the Alternative Investments, Citigroup may also receive normal and customary commercial or investment banking fees with respect to private placements, financial advisory and other commercial and investment banking services provided to the Alternative Investments, companies and other parties engaged in transactions in which the Alternative Investments invest and their affiliates. Alternative Investments will not participate in any such fees, and such fees will not reduce any amounts otherwise payable by the Alternative Investments to CGMI. Lending and Loan Syndication Citigroup is engaged in the business of making, underwriting and syndicating senior and other loans to corporate and other borrowers, which may include companies in which the Underlying Funds have invested as a common stockholder or as another type of junior security holder. The holders of debt instruments and senior securities (which may include Citigroup, Alternative Investments and third parties) may, and in the event of the issuer’s financial distress or insolvency will, have interests substantially divergent from those of the Underlying Funds and the investors in the Underlying Funds, including an Alternative Investment. There can be no assurance that the interests of the Underlying Funds (and its investors) in any investment will not be subordinate to, or conflict with, those of Citigroup or its clients. Service Providers CGMI and/or its affiliates may engage certain service providers (including accountants, administrative agents, lenders, bankers, brokers, attorneys, consultants, investment or commercial banking firms and certain other advisors and agents) to provide services to the Alternative Investments. These service providers and their affiliates may contract or enter into any custodial, financial, banking, advising, brokerage or other arrangement or transaction with the Alternative Investments. These service providers and their affiliates may engage in competitive activities, may earn fees from or receive or provide other consideration from such persons or entities, and may provide different advice or services or take different action for any other client or account, including their own accounts, from the advice or services they provide or action they take for the Alternative Investments. Service providers often charge varying amounts or may have different fee arrangements for different types of services provided. While CGMI often does not have visibility or influence regarding advantageous service rates or arrangements, there will be situations in which CGMI receives more favorable service rates or arrangements than the Alternative Investments. For instance, fees for various types of work often depend on the complexity of the matter, the expertise required and the time demands of the service provider. As a result, to the extent the services required by CGMI or its affiliates differ from those required by the Alternative Investments, CGMI and its affiliates will pay different rates and fees than those paid by the Alternative Investments. There can be no guarantee that the Alternative Investments will receive the most beneficial terms offered by any particular service provider. 65  Services required by the Alternative Investments (including some services historically provided by CGMI or its affiliates to the Alternative Investments) may, for certain reasons including efficiency and economic considerations, be outsourced in whole or in part to third parties or licensed software, in each case in the discretion of CGMI. This can create a conflict of interest because CGMI has an incentive to outsource such services at the expense of the Alternative Investments to, among other things, leverage the use of CGMI personnel. Outsourcing may not occur universally for all CGMI clients, and, accordingly, certain costs may be incurred by an Alternative Investment for a third-party service provider that are not incurred for comparable services by another Alternative Investment. The decision by CGMI to initially perform a service for the Alternative Investments in-house does not preclude a later decision to outsource such services (or any additional services) in whole or in part to a third-party service provider in the future, and CGMI has no obligation to inform the Alternative Investments or investors of such a change. Such services may also supplement or be performed alongside services performed by CGMI. In addition, certain internal service providers (such as internal accountants) may “shadow” or otherwise review the reports of other services provided by such third parties. The costs and expenses of any such third-party service providers will be borne by the Alternative Investments. Service providers or their affiliates are, in certain circumstances, investors in the Alternative Investments or other Citigroup clients, or affiliates of such investors, and may include, for example, investment or commercial bankers, outside legal counsel, pension consultants and/or other investors who provide services (including mezzanine and/or other lending arrangements). The engagement of any such service provider may be concurrent with an investor’s admission to the Alternative Investments or other Citigroup client, or during the term of such investor’s investment in the Alternative Investments or other Citigroup client. This creates a conflict of interest, as CGMI may give such investor preferred terms or enhanced information. In addition, CGMI will have a conflict of interest in recommending the retention or continuation of a service provider to the Alternative Investments if such recommendation, for example, is motivated by a belief that the service provider will continue to invest in the Alternative Investments, or other Citigroup clients, or will provide CGMI information about markets and industries in which Citigroup operates, will provide other services that are beneficial to Citigroup and/or will provide financial sponsorship of events held by Citigroup. CGMI generally has an incentive to recommend the products or services of certain investors or prospective investors in the Alternative Investments, or other Citigroup clients, to the Alternative Investments for use or purchase, even though the products or services recommended may not necessarily be the best available to the Alternative Investments. Additionally, former Citigroup employees may also become employees, officers or directors of, or otherwise be engaged by, third-party service providers that provide services to Citigroup, CGMI and/or the Alternative Investments. During the period when such former Citigroup employees are employed by Citigroup, the cost of the compensation, benefits and attributable overhead provided to these individuals are paid by Citigroup or CGMI unless permitted to otherwise be allocated to the Alternative Investments. If a former Citigroup employee becomes an employee or consultant of a third party that also provides services to the Alternative Investments, such former Citigroup employee may be assigned by such third party to provide services to that account. In such instance, the cost of the third-party service provider attributable to the former Citigroup employee working on the Alternative Investments will be borne entirely by the Alternative Investments and no such amounts will be subject to any offset arrangement on the basis that the person is a former Citigroup employee. 66  Other Conflicts of Interest As an indirect subsidiary of Citigroup, CGMI is a member of a large corporate conglomerate consisting of many affiliated entities. There may be situations in which the interests of an Underlying Fund or Alternative Investment may conflict with the interests of one or more general accounts of CGMI and/or Citigroup. In addition, Citigroup has existing and potential relationships with a significant number of institutions and individuals. Affiliates of CGMI engage in a broad spectrum of activities, including financial advisory activities, merchant banking, lending, arranging securitizations and other financings, sponsoring and managing private investment funds, engaging in broker-dealer activities, and other activities, and they have extensive investment activities that are independent from, and may from time to time present potential conflicts of interest with, CGMI’s clients. Many of these potential conflicts of interest arise in connection with the investment banking activities and other investment management activities of CGMI affiliates. CGMI has taken certain steps to ameliorate these potential conflicts of interest. CGMI is organizationally and legally separate from and reports through different channels from the investment banking businesses of Citigroup. CGMI’s compensation, including that of its employees, is independent of the activities of its affiliates (not including distribution activities related to CGMI’s advised funds and accounts), although CGMI has an inherent interest in the value of the Citigroup conglomerate. Information barriers have been erected that are designed to prevent the flow of non-public information between Citigroup’s investment management activities, which include CGMI, on the one hand and its investment banking and direct investment activities, on the other hand. CGMI affiliates may provide services to, invest in, advise, sponsor and/or act as investment manager to investment vehicles and other persons or entities which may have similar structures and investment objectives and policies to those of the Alternative Investments and/or the Underlying Funds and which may compete with the Underlying Funds for investment opportunities. CGMI and its affiliates may give advice and take action in the performance of their duties to clients and certain Alternative Investments that may differ from the timing and nature of actions taken with respect to investments made by other Alternative Investments (or the Underlying Funds in which they invest). In addition, CGMI and its affiliates, principals, directors, officers, employees and clients may themselves invest in securities that are investments of, or that would be appropriate for, the Underlying Funds and may compete with the Underlying Funds for investment opportunities. It is possible that such persons or entities will take positions either similar or opposite to positions taken in respect of Alternative Investments (or the Underlying Funds in which they invest). As a result of Citigroup’s compliance protocols, such as conflict walls, CGMI will not know about all potential conflicts of interest. Either Citigroup or CGMI may determine in its discretion to seek advice and approval regarding any particular conflict of interest from one or more conflict advisory boards that may be convened by Citigroup from time to time. Citigroup and CGMI shall each determine in its discretion whether to follow the advice and direction of any such conflict advisory board. Any such conflict advisory board will consist of officers and employees of Citigroup and will not be an independent body. Citigroup affiliates will receive fees (including but not limited to financial advisory, prime brokerage, lending, investment banking and custodian services) or other compensation for services rendered to the Underlying Fund Managers or to issuers of any securities in which such Underlying Fund Managers invest. The Alternative Investments will not share in any such compensation. In addition, Citigroup affiliates may earn higher fees or compensation for 67  services rendered to certain Alternative Investments by the Underlying Fund Managers, which may give Citigroup affiliates an incentive to make positive statements about these Underlying Fund Managers and to allocate additional capacity, or recommend allocation, to certain Underlying Fund Managers or Alternative Investments. Generally speaking, the officers and employees of CGMI will devote such time in respect of the Funds of Funds, Co-Investment Funds and Managed Accounts as they deem necessary to carry out the operations of such funds and accounts. However, officers and employees of CGMI are not necessarily required to devote full time to a given fund’s, account’s or clients’ business and they may have conflicts of interest in allocating their time between such fund, account or client and other related or unrelated activities. Investors in the Funds of Funds and Co-Investment Funds (including the general partners) are expected to include entities and persons located in various jurisdictions, who may have conflicting investment, tax and other interests with respect to their various investments. As a result, with respect to a particular Fund of Funds or Co-Investment Fund, conflicts of interest may arise in connection with decisions made by CGMI or its affiliates that may be more beneficial for one type of investor than another type of investor (including, for example, decisions made by CGMI whenever an Underlying Fund seeks an Alternative Investment’s vote, election, waiver or consent with respect to an Underlying Fund matter). CGMI will consider, among other factors, the investment, tax and other objectives of an Alternative Investment as a whole, and not those of any individual investor or group of investors. Due in part to the fact that potential investors in an Alternative Investment (including purchasers of an investor’s interests in a secondary transaction) may ask different questions and request different information, CGMI in certain circumstances provides certain information to one or more prospective investors that it does not provide to all of the prospective investors. CGMI will follow the investment objective and standards for resolving such conflicts set forth in each Fund of Funds’ or Co-Investment Fund’s governing documents—e.g., by focusing on the pre- tax investment objectives of a fund as a whole. Certain advisors and other service providers, or their affiliates, (including, without limitation, accountants, administrators, lenders, bankers, brokers, attorneys, consultants, investment or commercial banking firms and certain other advisors and agents) to the Alternative Investments (or to the Underlying Funds or Co-Investments in which they invest) may also provide goods or other services to or have business, personal, political, financial or other relationships with CGMI, CGMI personnel or its affiliates. These relationships may influence CGMI in deciding whether to select or recommend such a service provider to perform services for the Alternative Investments and/or the Underlying Funds or Co-Investments in which they invest (the cost of which will generally be borne directly or indirectly by the Alternative Investment). In certain circumstances, advisors and service providers, or their affiliates, may charge different rates or have different arrangements for services provided to Alternative Investments (or to the Underlying Funds or Co-Investments in which they invest), CGMI and/or each of their affiliates as compared to services provided to the Alternative Investments, which may result in more favorable rates or arrangements than those payable by the Alternative Investments. CGMI personnel have family members that are actively involved in industries and sectors in which the Alternative Investments directly or indirectly invest or have business, personal, financial or other relationships with companies in such industries and sectors (including service providers) or other industries, which gives rise to conflicts of interest. For example, such family members might be officers, directors, personnel or owners of companies which are actual or potential direct or indirect investments of the Alternative Investments or other counterparties of the Alternative Investments, Underlying Funds and Underlying Fund 68  investments. Moreover, in certain instances, an Underlying Fund or an Underlying Fund investment may purchase or sell companies or assets from or to, or otherwise transact with companies that are owned by such family members or in respect of which such family members have other involvement. From time to time, CGMI personnel invest in funds or other entities managed by investors, which could incentivize such personnel to afford such investor preferential or favored treatment and could create conflicts of interest to the extent such other funds compete with the Alternative Investments or Underlying Funds for investment opportunities or invest in competing investments. CGMI and its personnel have in the past and may, from time to time in the future, receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of CGMI clients, including benefits and other discounts provided from service providers. For example, airline travel or hotel stays incurred as Citi Alternative client expenses may result in “miles” or “points” or credit in loyalty/status programs to CGMI and/or its personnel, and such benefits, rewards and/or amounts (whether or not de minimis or difficult to value), will exclusively benefit CGMI and/or such personnel even though the cost of the underlying service is being borne by the Alternative Investments and investors. Any such benefits, rewards and/or amounts will not be subject to any offset arrangements or otherwise shared with the Alternative Investments or investors. In addition, airline travel incurred as a Citi Alternative client expense for CGMI personnel travelling for appropriate client-related purposes may benefit such CGMI personnel to the extent the trip also serves a personal purpose. Furthermore, employees and officers of Citigroup and its affiliates have family and other relationships with individuals or entities that CGMI and its affiliates engage in transactions with, including relationships with individuals employed by the sponsors of funds we include in our platform. Such relationships present a conflict of interest for CGMI and its affiliates. CGMI mitigates these conflicts by requiring materially conflicted individuals to recuse themselves from the approval of such funds and transactions. As noted above, CGMI uses several methods to evaluate whether an unaffiliated investment manager or investment product should participate or should continue to participate in the Citi platform. The Alternative Investments will bear costs of providing insurance for CGMI, any of their affiliates and any other indemnified party in relation to the Alternative Investments. This may include a portion of any premiums, fees, costs and expenses for one or more “umbrella” or other insurance policies maintained by CGMI or one of its affiliates. CGMI and/or one of its affiliates will make judgments about the allocation of premiums, fees, costs and expenses for such “umbrella” or other insurance policies among the Alternative Investments and other applicable parties on a fair and reasonable basis and may make corrective allocations should it determine subsequently that such corrections are necessary or advisable. There can be no assurance that a different allocation would not result in the Alternative Investments bearing less (or more) premiums, fees, costs and expenses for insurance policies. Further, other present and future activities of CGMI, the Investment Managers, the Underlying Funds, the Alternative Investments and/or their respective affiliates may give rise to additional conflicts of interest not contemplated herein. Procedures for Resolving Conflicts of Interest On any issues involving actual conflicts of interest, CGMI will be guided by its legal obligations, including but not limited to the contractual requirements governing such situation, as well as 69  its good faith judgment as to a client’s best interests. CGMI may refer the matter to a committee designed to monitor fiduciary relationships. Subject to the applicable investment management agreement and other governing documents, CGMI may take such actions as it may deem necessary or appropriate to ameliorate the conflict. Any such committee will consist of officers and employees of Citigroup and will not be an independent body. Item 12. Brokerage Practices CGMI does not utilize client’s commission dollars to purchase research and other services (i.e., soft dollars). Given the nature of CGMI’s investment management services in respect of the products described in this brochure, which typically do not involve direct investing or selecting brokers, it is not expected that CGMI’s activities in the normal course will involve selecting broker- dealers in respect of its advised funds and accounts. However, a Managed Account, Fund of Funds or Co-Investment Fund may receive in-kind distributions from an Underlying Fund in the form of securities or otherwise and such in-kind distributions may be illiquid or in the form of restricted securities. With respect to such distributions, CGMI may have the discretion to sell such securities and distribute the cash proceeds, distribute such securities in-kind or offer an Alternative Investment’s investors the option, subject to CGMI’s consent, either to receive the securities in-kind or have the Alternative Investment sell them and distribute the cash proceeds. To the extent CGMI engages in services which require selecting broker-dealers, CGMI generally is not limited in its authority to select broker-dealers for trade execution. CGMI generally considers it appropriate (unless there are relevant factors such as customer direction or legal requirements or policy decisions to the contrary) to use the execution services of affiliated broker-dealers for the purchase and sale of such securities for investment advisory clients. CGMI’s affiliates will receive compensation in connection therewith. As discussed below in connection with unaffiliated broker-dealers, in light of all of the factors bearing upon the execution services provided by CGMI’s affiliated broker-dealers, the commissions charged may exceed those that other broker-dealers may charge. Any such transactions will be executed by CGMI’s affiliated broker-dealers only to the extent permitted by, and in compliance with, applicable law and regulations, including Section 11(a) of the Securities Exchange Act of 1934. In selecting an unaffiliated broker-dealer for trade execution, CGMI uses its best judgment to select a broker-dealer that provides prompt and reliable execution at favorable securities prices and reasonable commission rates. Ordinarily, the best net price, giving effect to brokerage commissions and other costs, is the determining factor, but a number of other factors also may enter into the decision. These factors may include: the nature of the security being traded; the size and complexity of the transaction; the desired timing of the transaction; the existing and expected activity in the market for particular securities; confidentiality; and the execution, clearance, and settlement capabilities and financial condition and other relevant and appropriate services of the broker-dealer. CGMI does not intend to aggregate the securities to be sold or purchased with respect to the Funds of Funds, Co-Investment Funds or the Managed Accounts. Item 13. Review of Accounts With respect to the Funds of Funds and Co-Investment Funds, CGMI’s clients are the respective Funds of Funds or Co-Investment Funds, not the underlying investors. Subject to the Sub-Advisory Agreement, CGMI will provide either the iCapital Adviser or each Fund of Funds’ or Co-Investment Fund’s governing body with periodic reports from its senior portfolio 70  managers and/or research analysts concerning such Fund of Funds’ or Co-Investment Fund’s investments and performance. Such reports will be provided at least annually. While the Funds of Funds’ and Co-Investment Funds’ underlying investors are not advisory clients of CGMI and will not receive periodic reports from CGMI as advisory clients, such investors will be provided by the Funds of Funds and Co-Investment Funds with annual audited financial statements of the applicable Funds of Funds or Co-Investment Funds. In addition, investors will receive monthly statements, certain periodic performance reporting (either monthly or quarterly depending on the Funds of Funds or Co-Investment Funds) from the applicable Fund of Funds or Co-Investment Fund that is available to the Fund of Funds’ or Co-Investment Fund’s placement agents and investors can receive such reports upon request. With respect to the Managed Accounts, CGMI’s clients are the holders of the Managed Account. The relevant advisory agreement and related account documentation will specify the reports to be provided to the client, but generally holders of Managed Accounts receive at least a monthly statement. Non-Discretionary Managed Account clients will receive directly any reporting provided by the Underlying Funds in which such accounts invest. Clients will also receive periodic “Client Reviews,” which are statistical reviews and analysis of their Managed Accounts performed by either senior portfolio managers or senior research analysts. CGMI consults with clients on an ongoing basis regarding their investment objectives, risk constraints, and overall goals with respect to their allocations to Alternative Investments. Such consultations consist of a discussion on the various fund strategies that are available and a review of the proposed portfolio, including the rationale for the various selected funds and quantity of the investments in those funds. Generally, absent extraordinary circumstances, CGMI does not intend to review accounts except as otherwise described above or set forth in the particular account documentation. Item 14. Client Referrals and Other Compensation CPA, Citibank, N.A. and other affiliates may act as placement agents for securities issued by vehicles or accounts managed by CGMI and will receive fees in respect of such activities. See Item 10 “Compensation from Portfolio Managers” for a discussion of the servicing fees that affiliates of CGMI may receive from certain Portfolio Managers. Item 15. Custody CGMI will cause the Funds of Funds, Co-Investment Funds and any other Citi fund client to maintain its funds and securities with a qualified custodian, which includes a U.S. bank, an SEC-registered broker-dealer, a CFTC-registered futures commission merchant, and a foreign financial institution that segregates client assets. In addition, each Fund of Funds, Co-Investment Fund or other Citi fund client is required to be audited by an independent auditor (i.e., independent of Citigroup, Inc., as determined by applicable SEC rules and/or regulations) at least annually and to provide audited financial statements to its investors within 120 days (or longer time periods as permitted) after the end of its fiscal year, or the relevant fund custodian will send each such fund investor an account statement at least quarterly showing such fund’s quarter-end positions and NAV, and the Feeder’s, Fund of Funds’ or other fund client’s aggregate account transactions during the quarter. With respect to Managed Accounts, CGMI will be deemed to have custody of a client’s funds and securities in certain circumstances, including if CGMI has possession of those funds or securities or is authorized or permitted to withdraw funds or securities held by the account 71  custodian by instruction to the custodian. Quarterly account statement procedures will apply to any Managed Account for which CGMI is deemed to have custody. Further, CGMI engages an independent public accountant to perform a surprise audit on an annual basis as required by the Custody Rule. CGMI clients receiving quarterly statements from a broker-dealer, bank, or other qualified custodian should carefully review such statements. In certain cases and/or for certain Managed Accounts, CGMI or its affiliates or service providers also send a client, or a client’s independent representative, a separate quarterly or monthly statement, and CGMI urges the client to carefully review such statements and compare such official custodial records to any account statements that CGMI provides. CGMI’s statements may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. As discussed above a third-party sub-custodian has been appointed to maintain custody of certain funds and securities. Item 16. Investment Discretion Funds of Funds and Co-Investment Funds Subject to the terms of the Sub-Advisory Agreements, CGMI has the authority to determine, without obtaining specific client consent, the investments and temporary investments a Fund of Funds or Co-Investment Fund will acquire, subject in each case to the limitations and restrictions described in the Fund of Funds’ or Co-Investment Fund’s account documentation and governing documents. A Fund of Funds or Co-Investment Fund may receive in kind distributions from an Underlying Fund or Co-Investment in the form of securities or otherwise and such in kind distributions may be illiquid or in the form of restricted securities. With respect to such distributions, CGMI may have the discretion to sell such securities and distribute the cash proceeds, distribute such securities in kind or offer the Fund of Funds or Co-Investment Fund investors the option, subject to CGMI’s consent, either to receive the securities in kind or have the Fund of Funds or Co-Investment Fund sell them and distribute the cash proceeds. While CGMI will generally endeavor in such instances to sell or to distribute marketable securities promptly, investors will bear any associated costs or market risks during the disposition process. With respect to a Dedicated Portfolio of a Fund of Funds, the related account documentation will specify any limitations on an Investment Manager’s investment authority. Managed Accounts The relevant advisory agreement and related account documentation will specify the investment authority (including limitations on it) granted to CGMI or its affiliates by the holder of the Managed Account. Item 17. Voting Client Securities In providing investment advisory services to its clients, CGMI generally does not vote proxies with respect to the securities held by the underlying portfolios. Proxies are typically voted by Underlying Fund Managers in accordance with their proxy voting policies. Because CGMI’s products are Managed Accounts, Funds of Funds, and Co-Investment Funds and rarely engage in direct trading of equities, the exercise of proxy voting rights typically involves votes with respect to terms and structure changes governing underlying, third-party funds. In evaluating these proxies, CGMI considers numerous factors relating to each product, which may include how the vote could affect the value of the investment, the liquidity of the 72  underlying fund in the overall context of the portfolio as well as in comparison to peer fund managers implementing similar strategies. In voting or abstaining from voting a proxy, CGMI will act as it deems is in the best interest of the relevant Alternative Investment, and in accordance with CGMI’s proxy voting policy and subject, where applicable, to the Sub- Advisory Agreement. In voting proxies, CGMI is guided by general fiduciary principles. The goal to act prudently, solely in the best interest of the beneficial owners of the accounts and funds it manages. CGMI will attempt to consider all factors that could affect the value of the investment and will vote proxies in the manner that they believe will be consistent with efforts to maximize investor values. Item 18. Financial Information CGMI is not aware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to clients, nor has CGMI been the subject of a bankruptcy petition at any time during the past ten years. Other Information CGMI has adopted an error policy aimed at ensuring the prompt and proper detection, reporting and correction of errors involving the accounts of CGMI clients. A trade error is deemed to have occurred when CGMI has: (i) purchased or sold an incorrect financial instrument in a client account; (ii) purchased or sold an incorrect amount of a financial instrument in a client account; (iii) purchased or sold an unauthorized or client restricted security in a client account; (iv) not entered an order for a client account that should have been entered; (v) entered an order for a client account more than once when it should have been entered once (duplicate trade); (vi) misallocated a trade in one or multiple client accounts; or (vii) made an operational mistake that requires market action to correct. The requirements of the error policy apply to the extent that CGMI and/or its affiliates has control of resolving errors for client accounts. Subject to the Sub-Advisory Agreement where applicable, to correct a trading error, CGMI generally effects a trade with a client using an error account in order to place the client in the position the client would have been in if the error had not occurred. CGMI will receive no additional compensation and no other benefits from such trade. For all Programs, gains from trading errors corrected after settlement date are not retained by CGMI and are credited to the client’s account at no expense to the client. Losses arising from pre- or post-settlement error corrections are closed out at no expense to the client. Losses arising from post- settlement error corrections in retirement accounts are credited to the client’s account with interest at the federal tax penalty rate. If an Investment Manager erroneously purchases a particular security for a client account and the error is discovered prior to settlement of the transaction, then, the erroneously purchased security generally will be transferred to a separate CGMI error account at no cost to the client, subject to the terms of the Sub-Advisory Agreement, where applicable. For all Managed Accounts and sub-advised Funds, gains from trading errors attributable to an Investment Manager that are corrected prior to settlement date are credited against Investment Manager losses resulting from errors on a quarterly basis, subject to the terms of the Sub-Advisory Agreement, where applicable. At the end of each quarter, net gains, if any, from trading errors attributable to an Investment Manager that are corrected prior to settlement are remitted as a donation to a charity, subject to the terms of the Sub-Advisory Agreement, where applicable. 73  The error policy applies with equal force when CGMI acts as investment manager and sub- adviser, but with respect to the sub-advised Funds, are subject to the terms of the Sub- Advisory Agreement. 74  

Item 1. Cover Page Part 2A of Form ADV: Firm Brochure CITIGROUP GLOBAL MARKETS INC. Financial Planning Service For Citi Personal Wealth Management Clients 388 GREENWICH STREET NEW YORK, NEW YORK 10013 210-677-3782 or 800-846-5200 (toll-free in the U.S.) https://investments.citi.com/web/cpwm/login (Citi Personal Wealth Management clients) March 25, 2026 This firm brochure (“Brochure”) provides information about the qualifications and business practices of Citigroup Global Markets Inc. If you have any questions about the contents of this Brochure, please contact us at 210-677-3782 or 800-846-5200 (toll-free in the U.S.). The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about Citigroup Global Markets Inc. also is available on the SEC’s website at https://adviserinfo.sec.gov/. Where we refer to ourselves as a “registered investment adviser” or “registered”, that registration does not imply a certain level of skill or training. Citi Personal Wealth Management is a business of Citigroup Inc. which offers investment products and services through Citigroup Global Markets Inc. (“CGMI”), member FINRA and SIPC. Investment management services (including portfolio management) are available through CGMI, Citibank, N.A. and other affiliated advisory businesses. Insurance products are offered through Citigroup Life Agency LLC (“CLA”). In California, CLA does business as Citigroup Life Insurance Agency, LLC (License Number 0G56746). CGMI accounts are carried by Pershing LLC, member FINRA, NYSE, and SIPC. CGMI, Citibank, N.A., and CLA are affiliated companies under the common control of Citigroup Inc. © 2026 Citigroup Inc. Citi, Citi with Arc Design and other marks used herein are service marks of Citigroup Inc. or its affiliates, used and registered throughout the world. INVESTMENT AND INSURANCE PRODUCTS: NOT FDIC INSURED • NOT A BANK DEPOSIT • NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY OR ANY GOVERNMENTAL AGENCY OUTSIDE OF THE UNITED STATES • NO BANK GUARANTEE • MAY LOSE VALUE  Item 2. Material Changes Since our annual update filed on March 27, 2025, the following material change was made: Item 8. Methods of Analysis, Investment Strategies and Risk of Loss We enhanced the disclosures regarding risk factors, including risks associated with investment in exchange-traded funds. In addition, we have made other changes that we do not consider to be material. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 2  Item 3. Table of Contents Item 1. Cover Page ..................................................................................................................................................................... 1 Item 2. Material Changes ............................................................................................................................................................ 2 Item 3. Table of Contents ............................................................................................................................................................ 3 Item 4. Advisory Business ........................................................................................................................................................... 4 General Description ..................................................................................................................................................................................... 4 Services Provided: Financial Planning ......................................................................................................................................................... 4 CGMI’s Advisory Services ............................................................................................................................................................................. 6 Tailored Advisory Services and Particular Investment Restrictions ............................................................................................................. 6 Wrap Fee Programs ..................................................................................................................................................................................... 6 Assets Under Management ......................................................................................................................................................................... 6 Item 5. Fees and Compensation .................................................................................................................................................. 6 Fees Charged & Method of Payment of Fees .............................................................................................................................................. 6 Financial Advisor Compensation .................................................................................................................................................. 7 Item 6. Performance-Based Fees and Side-By-Side Management .................................................................................................. 8 Item 7. Types of Clients .............................................................................................................................................................. 8 Item 8. Methods of Analysis, Investment Strategies and Risk of Loss ............................................................................................ 8 Methods of Analysis & Strategies ................................................................................................................................................. 8 Material Risks Related to Investment Strategies ............................................................................................................................ 8 Item 9. Disciplinary Information ................................................................................................................................................ 14 Item 10. Other Financial Industry Activities and Affiliations........................................................................................................ 15 CGMI Brokerage and Research Services .................................................................................................................................................... 15 Material Relationships or Arrangements with Certain Related Persons ................................................................................................... 15 Compensation from Investment Managers ............................................................................................................................................... 16 Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ...................................................... 16 Employee Personal Trading and Fiduciary Code of Ethics ......................................................................................................................... 16 Item 12. Brokerage Practices ..................................................................................................................................................... 17 Item 13. Review of Accounts ..................................................................................................................................................... 17 Item 14. Client Referrals and Other Compensation..................................................................................................................... 18 Item 15. Custody ...................................................................................................................................................................... 18 Item 16. Investment Discretion ................................................................................................................................................. 18 Item 17. Voting Client Securities ............................................................................................................................................... 18 Item 18. Financial Information .................................................................................................................................................. 18 3  Item 4. Advisory Business General Description Citigroup Global Markets Inc. (“CGMI”) is a wholly- owned subsidiary of Citigroup Inc. Citigroup Inc. is a publicly held company. CGMI commenced operations in February 1964. CGMI’s principal activities include retail and institutional private client services, such as advice with respect to financial markets, securities and commodities, and executing securities and commodities transactions as broker or dealer; securities underwriting and investment banking; investment management (including fiduciary and administrative services); and trading and holding securities and commodities for its own account. CGMI is registered as an investment adviser, securities broker-dealer, security-based swap dealer, futures commission merchant, commodity trading advisor and as a U.S. Commodity Futures Trading Commission (“CFTC”) swap dealer. CGMI is a member of all principal securities and commodities exchanges in the United States and the Financial Industry Regulatory Authority (“FINRA”). In addition, it is a member of several principal foreign securities and commodities exchanges. Citi Personal Wealth Management (“CPWM”) is a business of Citigroup Inc., which offers investment products and services through CGMI. Services Provided: Financial Planning CGMI offers a wide range of investment advisory services and brokerage services. This Brochure primarily describes an investment advisory service, the CGMI Financial Planning Service offered through CPWM (hereinafter referred to as “Financial Planning” or the “Financial Planning Program”). Clients should read and consider carefully the information contained in this Brochure. While CGMI believes that its professional investment advice can work to benefit many clients, there is no assurance that the objectives of any client in any of the programs described herein will be achieved. Financial Planning is a self-contained investment advisory service, not a brokerage service, and is designed to provide a client with a written financial plan that considers the client’s individual financial circumstances (hereinafter referred to as the “Plan” or “Financial Plan”). Financial Planning helps a client to identify his or her financial objectives, analyzes the client’s current financial situation, and creates a Plan that provides recommendations as to how to implement the client’s objectives. This advisory service is limited solely to the preparation and delivery of a Financial Plan to the client, and terminates either when CGMI delivers a Financial Plan to the client or as otherwise described upon notice or information received from CGMI. Once the Financial Plan is delivered, there is no further obligation on the part of the client or CGMI to implement the Financial Plan. The Financial Planning Program consists of the following elements: • The Financial Profile. With the assistance of a CGMI investment advisor representative (“Financial Advisor”), the client will complete a personal financial profile (referred to as the “Financial Profile” or “Profile”). The Financial Profile is designed to provide the Financial Advisor with comprehensive information about each client’s financial situation. Generally, the Financial Profile contains information about the client’s current assets, liabilities, income sources, and expenditures, current tax status and future tax objectives, educational, retirement and other long-term financial goals, insurance requirements, and estate planning. • The Plan. Based on the information disclosed in the Financial Profile, CGMI will prepare a Financial Plan. Each Plan is tailored to the individual needs of each client, but generally the Plan includes an analysis of the client’s current financial position, a summary of the client’s financial objectives that were identified in the Financial Profile (e.g., education, retirement, estate planning, and other long-term financial goals), and recommendations and an analysis regarding each of these financial objectives. The Plan uses planning and analysis software, models and programs licensed or obtained for use by CGMI from vendors or other third parties. 4  Once the Plan is delivered, while a Financial Advisor is available to assist the client, the client has the ultimate authority and responsibility for determining whether, when and how to implement any part of the Plan. Neither CGMI nor CPWM or its affiliates has any authority or obligation to implement the recommendations contained in the Plan unless the client separately engages CGMI through CPWM to do so, and the client has no obligation to implement the Plan through CGMI or CPWM. CGMI relies on the client’s care, completeness and clarity in responding to the Financial Profile questionnaire, as the client’s responses will form the factual basis for preparing the Plan. The Financial Profile questionnaire may call for the client to disclose assets managed or maintained with other financial services firms. CGMI is a full-line financial services firm, and the client’s Financial Advisor may recommend that the client switch to using comparable or competitive services available through CGMI, for which CGMI would be compensated. If the client chooses to engage CGMI for other services, a portion of the fees or commissions charged by CGMI for those other services are paid to the Financial Advisor for introducing accounts as well as providing supplemental and other client-related services. These payments are made for the duration of the client accounts. See “Item 5. Fees and Compensation.” • If the client chooses to implement any portion of the Plan through CGMI or CPWM, the client may choose to affect the transactions in an advisory account, a brokerage account, or a combination of both types of accounts. Clients should consult their Financial Advisor to discuss these differences because they may be material to the type of service or relationship the client seeks to obtain with CGMI or CPWM. There are several fundamental differences between brokerage services and advisory services, which may vary depending upon the characteristics of a particular service. CGMI is registered as both a broker-dealer and as an investment adviser under federal and state securities laws and provides services in both capacities. For more information on the difference between an advisory account and a brokerage account, please refer to Form CRS at www.citi.com/investorinfo/advisoryprivacy. Brokerage services are transactional and primarily involve assisting a customer with purchases and sales of securities. We make recommendations to customers about buying, selling, and holding securities in brokerage accounts, but the customer makes final investment decisions for the account. We are obligated to make recommendations in the customer’s best interest, as required by Regulation Best Interest under the federal securities laws. We do not monitor any investments in brokerage accounts. For brokerage services, a customer pays a transaction-based fee, sometimes called a commission or a “load,” each time the customer buys or sells an investment. If a customer buys or sells an investment directly from CGMI, CGMI earns a profit on that transaction that sometimes is called a spread or mark-up or mark-down. Investment advisory services are provided on an ongoing basis and typically involve providing investment advice to meet a client’s comprehensive long-term financial goals. In most investment advisory account programs, clients grant CGMI or a third-party discretion to buy and sell investments without asking the client in advance. Other investment advisory accounts are non- discretionary and the client makes the final investment decisions for the account. The investment adviser for an account typically provides ongoing monitoring services for the account unless the relationship is limited in scope. For investment advisory services, CGMI typically charges an ongoing fee based on the value of the assets in the account. Specific advisory programs and brokerage accounts may differ in other ways, so it is important that the client read carefully the agreements and disclosures CGMI provides with respect to each CGMI product or service the client may consider in implementing its Financial Plan. Although CGMI is acting as a fiduciary under the federal securities laws, by providing a Financial Plan through this Financial Planning service, neither CGMI, CPWM, nor your Financial Advisor is acting as a fiduciary for purposes of Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or the Internal Revenue Code of 1986, as amended, (the “Code”) with respect to any ERISA-covered employee benefit plan, any other type of retirement plan (such as a SEP or a SIMPLE), or any individual retirement account in either the planning, execution or provision of this Financial Planning service. You acknowledge that, by providing a Financial Plan through this Financial Planning service, CGMI, CPWM, its affiliates and their respective employees, agents and representatives, including your Financial Advisor: (a) do not have discretionary authority or control with respect to the assets in any ERISA-covered employee benefit plan, any other type of retirement plan, or any individual retirement account included in this Financial Plan, (b) will not be deemed an “investment manager” as defined under ERISA, or otherwise have the authority to 5  act as a “fiduciary” (as defined under ERISA) with respect to such assets, and (c) will not provide “investment advice,” as defined by ERISA and/or the Code, as amended, with respect to such assets and does not have a responsibility to do so. For more information about the Financial Planning Program and other investment advisory programs or brokerage accounts offered by CGMI, as well as assistance in determining which service may best be suited to your needs and objectives, the differences between investment advisory accounts and brokerage accounts, including potential conflicts of interest and your rights and CGMI’s obligations to you, please contact your Financial Advisor. Upon request, your Financial Advisor will provide you with a copy of Citigroup Global Markets Inc.’s Investment Advisory Programs Brochure regarding products offered to clients of CGMI and CPWM. CGMI, CPWM and/or the Financial Advisor also may provide to the client other services that are unrelated to the Plan during and after the client’s involvement in the Financial Planning Program. Any additional services will be provided under a separate agreement between CGMI or CPWM and the client. CGMI’s Advisory Services Clients may choose to implement their Financial Plans by opening an advisory account with CGMI. CGMI recommends and employs various investment strategies in providing investment management services, depending upon the services to be rendered and the objectives and guidelines of the client. Not all of these strategies are appropriate for all clients, however, and only those strategies believed to be appropriate will be recommended in any given client account or advisory program. CGMI’s and its affiliates’ advisory programs may be based on a different methodology, and as a result, asset allocation or recommendations can differ from program to program. Investment management services are available in the wrap fee programs we sponsor. We receive a wrap fee for those services and share a portion of that fee with the Financial Advisors who participate in the wrap programs. Please consult CGMI’s Investment Advisory Programs Brochure for more information. Tailored Advisory Services and Particular Investment Restrictions CGMI provides Financial Planning services tailored to the specific needs of individual clients (for more information, see “Item 4. Advisory Business – Services Provided: Financial Planning”). Because the asset allocation in a Plan does not recommend specific securities or holdings, CGMI does not ask clients for security-specific investment restrictions. Wrap Fee Programs The Financial Planning Program is not offered as a wrap fee program. Assets Under Management While this information does not apply to the Financial Planning services described in this Brochure, as of December 31, 2025, client assets managed on a discretionary basis totaled $34,964,584,439 and client assets managed on a non-discretionary basis totaled $21,042,071,482. Item 5. Fees and Compensation Fees Charged & Method of Payment of Fees No fee is charged to the client for participation in the Financial Planning Program. CGMI and CPWM do not receive any compensation from third parties in connection with preparing Financial Plans or in connection with providing services under the Financial Planning Program. However, if a client chooses to engage CGMI for other advisory or brokerage services (or CGMI affiliates for insurance services), CGMI will pay a portion of the service fees or commissions it charges (or that it captures through its affiliates for insurance services) to the Financial Advisor for introducing accounts and providing client-related services. CGMI may make these payments for the duration of the client accounts. 6  Financial Advisor Compensation Financial Advisors receive monthly salary plus variable compensation credits. Credits are based largely upon brokerage and investment advisory revenue, as well as investment advisory assets under management. Other components are considered, including, but not limited to, credits related to mortgage referrals, securities-based lending including non-purpose loans and margin loans. Because Financial Advisors receive compensation that is tied, directly or indirectly, to the advisory revenue he or she generates, including the level of account assets under management, Financial Advisors have incentives to make recommendations and encourage clients to take actions that generate additional revenues and that conflict with a client’s interest to minimize the fees and expenses the client incurs. CGMI has established a recruitment compensation program under which newly associated Financial Advisors for CPWM accounts of CGMI (“CPWM Financial Advisor”) are eligible for loan and bonus compensation. The amount of compensation received by eligible CPWM Financial Advisors is substantial as an incentive to join CGMI. Under the program, we make loans to assist financial advisors in the transition of their business to CGMI. The size of the loans is generally based on the financial advisor’s business at their prior firm, as well as the amount of investment assets from new clients within the first two years of employment at CGMI. Those loans are for terms up to 9 years and are repaid on a monthly basis. In addition, we make variable compensation payments in the form of quarterly bonuses, which could be used to repay the loans. The bonuses are based on the financial advisor attracting or maintaining certain amounts of assets under management and other criteria, including meeting our risk management and compliance requirements. A financial advisor that fails to meet the eligibility criteria to receive quarterly bonuses or that terminates their relationship with CGMI is required to repay the loan out of their own assets. The CPWM Financial Advisor recruitment compensation program described above is in addition to the compensation that participating CPWM Financial Advisors are otherwise entitled to and creates a conflict with client interests because these Financial Advisors have an incentive to recommend investing through advisory programs, including to transfer your account to CGMI and switch investment products or services where a client’s current investment options are not available through CGMI, with respect to the type of account you open, the amount of assets you invest and the types of product or service they recommend, to qualify for the bonus compensation to repay their loans. CGMI and the CPWM Financial Advisors seek to mitigate these conflicts by disclosing them to you, and by following procedures that we believe are reasonably designed to ensure that our recommendations are in your best interest. CGMI, All Financial Advisors, and Employees of CGMI Affiliates Compensation The amount of the fees received by CGMI, CGMI Financial Advisors, and employees of CGMI affiliates are greater, depending upon (among other factors) (i) whether the client participates in an asset-based fee investment advisory program instead of paying separately for investment advice, brokerage, and other services, (ii) whether the client’s portfolio is managed by an investment manager affiliated with CGMI rather than an unaffiliated investment manager and/or (iii) the advisory program, investment managers, and the investment styles selected by the client. Furthermore, based, among other things, on earning more fees and an increase in the amount of assets under management of CGMI and its affiliates, CGMI will have an incentive to treat affiliated investment managers more favorably than unaffiliated investment managers, which creates a conflict of interest with our clients and could result in CGMI recommending affiliated investment managers more frequently than unaffiliated investment managers. Because of these factors, CGMI, CGMI Financial Advisors and employees of CGMI affiliates have a financial incentive: (i) to recommend one advisory program (such as a CGMI Program using an affiliated investment manager or where the CGMI Financial Advisor serves as portfolio manager) over another advisory program (such as a CGMI Program where the client is charged a third- party investment manager fee); (ii) to recommend an unaffiliated investment manager that charges the client a lower fee than another unaffiliated investment manager that charges a higher fee for a similar strategy; and (iii) to recommend themselves or an affiliated investment manager over an unaffiliated investment manager. CGMI earns fees or other income for services other than investment advisory services, including, among other things, permitting qualifying clients to take out loans that are secured by the assets in the client’s account (for more information, consult CGMI’s 7  Investment Advisory Programs Brochure). CGMI Financial Advisors also offer products and services other than investment advisory services. The amount of compensation they receive for advisory services is either more or less than compensation received for non- advisory products and services. These arrangements present conflicts of interest because CGMI and CGMI Financial Advisors have a financial incentive to offer clients non-advisory products and services that increase the overall compensation received. Item 6. Performance-Based Fees and Side-By-Side Management CGMI does not charge any fees, including performance-based fees, in the Financial Planning Program. Item 7. Types of Clients Clients generally are individuals with $200,000 or more in net worth and other individuals who are clients or prospective clients of CPWM. Item 8. Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis & Strategies Investing in securities involves risk of loss that clients should be prepared to bear. Investors should give careful consideration to the following risk factors detailed in this Item 8 and other product-specific information provided by the product or CGMI in evaluating the merits and appropriateness of any Investment Advisory products. The Financial Planning Program begins with a Financial Profile, which is completed by the client with the assistance of a Financial Advisor. The Profile contains information such as the client’s current assets, liabilities, income sources, and expenditures, current tax status and future tax objectives, educational, retirement and other long-term goals. The client’s risk tolerance is also determined through a Profile questionnaire in which the client answers questions such as the client’s time horizon, knowledge of investments, investment objectives, intended use of the funds, tolerance with respect to fluctuations in value, and alternative investments. Based upon a client’s answers, a model asset allocation portfolio is created for the client. The type of model portfolio can range from traditional asset allocation models (e.g., Cash, Fixed Income, Equities) to asset allocation models which include Alternatives (e.g., Hedge Funds, Private Equity, Real Estate Investments and Commodities). Upon completion of a client’s Profile including, as applicable, a risk tolerance questionnaire, the Plan is created. The Plan is tailored to the individual needs of each client, but generally includes a current financial position, a summary and analysis of financial objectives, a proposed asset allocation model and recommended solutions to help clients achieve their goals. All CPWM Financial Advisor calculations use asset class returns, not returns of actual investments. The projected return assumptions used in the Financial Plan are estimates based on average annual returns for each asset class. The portfolio returns are calculated by weighting individual return assumptions for each asset class according to your portfolio allocation. Additional detail regarding the methodology and assumptions underlying the Financial Plan will be provided in the Financial Plan document. Material Risks Related to Investment Strategies The following does not purport to be a comprehensive summary of all the risks and conflicts of interest associated with products that a client may use in implementing a Financial Plan. Not all types of securities and strategies are appropriate for every client. Investing in securities involves risk that the client should be prepared to bear, including potential loss of the entire investment, including the principal. The Financial Planning Program described in this brochure is not insured by any agency. Asset Allocation Risk The performance of asset allocation portfolios depends on CGMI’s ability to make allocations and investment decisions that achieve a portfolio’s investment objective. There is a risk that CGMI’s evaluations and assumptions used in making such allocations may not achieve the objective, and that a portfolio may underperform its benchmark or other portfolios with similar investment objectives. 8  Equity Risks Large-Cap Stocks: Stocks of large capitalization companies are subject to the basic market risk that a particular security, or securities in general, may decrease in value over short or even extended time periods. Large capitalization companies also face the risk that they may not be able to adapt to changing market conditions whether caused by changes in the industry, technology, consumer tastes or the regulatory environment. Mid-Cap Stocks: Investing in mid-cap stocks may involve greater risks than investing in larger, more established companies, including the risk of more volatile trading than with large-cap stocks. Mid-cap stocks are subject to market risks as are all equities. Small-Cap Stocks: Stocks of small-cap companies carry greater risk than investments in larger, more established companies. Asset classes based on small capitalization companies may be influenced by the companies’ lack of financial resources, product diversification and competitive strength versus larger companies. The securities of small capitalization companies may not trade as readily as, and may be subject to higher volatility than, those of larger, more established companies. Fixed Income Risks Fixed income securities are affected by fluctuations in interest rates, credit risk and prepayment risk. Fixed income investments are subject to interest rate risk. As interest rates rise, the price of fixed income securities falls. Fixed income securities face credit risk if a decline in an issuer's credit rating, or creditworthiness, causes a bond's price to decline. High yield bonds are subject to additional risks such as increased risk of default and greater volatility because of the lower credit quality of the issues. Finally, bonds can be subject to prepayment risk. When interest rates fall, an issuer may choose to borrow money at a lower interest rate, while paying off its previously issued bonds. As a consequence, the client will be forced to reinvest in a market where prevailing interest rates are lower than when the initial investment was made. Bonds can be subject to default risk, the possibility that a bond issuer will fail to pay principal or interest when due. Defaults can also occur for failure to meet nonpayment obligations, such as reporting requirements, or when a material problem occurs for the issuer, such as bankruptcy. Exchange-Traded Funds Risks An exchange-traded fund (“ETF”) is an investment company (fund) that allows investors to purchase an individual, proportionate interest in a portfolio of stocks, bonds, and other assets. ETFs are structured as funds and provide exposure to a diversified collection of assets. Returns are not guaranteed, prices may be volatile and the ETF will be subject to market, political, economic, currency and other risks related to the underlying securities or financial instruments to which it provides exposure, including the possible loss of principal. Changes in market conditions may affect the price of the underlying assets, leading to a change in the price of the ETF. Foreign exchange risks could arise when the currency of the assets held by the ETF differs from the denomination currency of the ETF or when the trading currency of the ETF differs from the denomination currency of the ETF. ETFs are also subject to liquidity risk if active trading of the ETF is not maintained when authorized participants or designated market makers cease to perform their obligations to provide continuous quotes in the ETF. Mutual Funds Mutual Fund investors should carefully consider the fund(s) investment objectives, risks, and charges and expenses carefully before investing. The internal costs and expenses charged by a mutual fund are borne proportionately by its shareholders, and those expenses adversely affect investment performance. The prospectus contains this and other information about the fund(s). Read the prospectus carefully before you invest. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. 9  Alternative Mutual Funds Risk Alternative mutual funds are publicly offered mutual funds that have many of the same protections as other registered investment companies but accomplish investment objectives through non-traditional investments and trading strategies. Alternative mutual funds are speculative and involve significant risks including but not limited to those associated with the use of derivative instruments for hedging or leverage, liquidity and volatility risks associated with distressed investments, liquidity risks associated with restrictions on securities purchased in an initial public offering or from privately held issuers, currency risk due to investments in or exposure to foreign assets or instruments, and risks associated with short selling of securities. International Risks International Investing: There are additional risks associated with international investing, including foreign, economic, political, monetary and/or legal factors, changing currency exchange rates, foreign taxes, and differences in financial and accounting standards. Adverse political events, financial problems, or natural disasters in a country or region will cause investments in that country or region to lose value. Emerging Markets The risks of investing in emerging or developing markets can be substantially greater than the risks of investing in developed markets. There are additional risks associated with international investing, including foreign, economic, political, monetary and/or legal factors, changing currency exchange rates, foreign taxes, and differences in financial and accounting standards. These risks may be magnified in emerging markets. Alternative Investments Hedge Funds and Private Equity. Alternative investments such as Hedge Funds and Private Equity can be highly illiquid, speculative and not suitable for all investors. Investing in alternative investments is for experienced and sophisticated investors who are willing to bear the high economic risks associated with such an investment. Investors should carefully review and consider potential risks before investing. Certain of these risks include, loss of all or a substantial portion of the investment due to leveraging, short-selling, or other speculative practices; lack of liquidity in that there may be no secondary market for the fund and none is expected to develop; volatility of returns; restrictions on transferring interests in the fund; potential lack of diversification and resulting higher risk due to concentration of trading authority when a single advisor is utilized; absence of information regarding valuations and pricing; complex tax structures and delays in tax reporting; and less regulation and higher fees than mutual funds. Some examples of alternative investments are hedge funds, private equity, structured products, mortgage/asset backed securities and managed futures. Real Estate Investment Trusts. Real Estate Investment Trusts (REITs) are subject to special risk considerations similar to those associated with the direct ownership of real estate. Real estate valuations may be subject to factors such as changing general and local economic, financial, competitive, and environmental conditions. REITs may not be suitable for every investor. A REIT is not a guaranteed investment. Its value can go either up or down based on such factors as: the quality and income- generating potential of the properties held by the trust, interest rates and management. Real estate is sensitive to interest rates so the value of REITs can be affected by the interest rate outlook. Additionally, the properties held by a trust need to be managed effectively if they are to generate good income. Commodities. Commodities may be more volatile than traditional securities. Their value may be affected by changes in overall market movements and by factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political and regulatory developments. Because the value of a commodity-linked derivative investment typically is based upon the price movements of a physical commodity (such as heating oil, livestock, or agricultural products), a commodity futures contract or commodity index, or some other readily measurable economic variable, the value of commodity-linked derivative instruments may be affected by changes in overall 10  market movements, volatility of the underlying index, changes in interest rates, or the factors listed above that may affect a particular industry or commodity. Digital Asset Investment Products Risks Digital asset-related investment products (“Digital Asset Investment Products”), which may be used in implementing our investment advice, are products in which the issuer invests in, or the underlying reference asset is linked to, a “digital asset,” such as cryptocurrency assets. Investments in Digital Asset Investment Products are highly speculative, and the investment strategies typically involve a substantial degree of risk. The prices of digital assets, including bitcoin, have experienced higher levels of volatility relative to equity, commodity, and fixed income markets and may continue to do so. Digital assets and Digital Asset Investment Products are an emerging class of investment products and subject to unique risks, including, but not limited to: Valuation Risk: Most digital assets have no broadly accepted or standardized valuation methodologies in place. Digital assets and derivatives based on digital assets are subject to rapid price swings, including as a result of actions and statements by influencers and the media. A significant portion of the demand for digital assets is generated by speculators and investors seeking to profit from short- or long-term holdings. The Digital Asset Exchanges are largely unregulated, and some exchanges have been closed due to fraud, business failure or security breaches. In many of these instances, the customers of such Digital Asset Exchanges were not compensated or made whole for the partial or complete losses of their account balances. Legal, Tax, and Regulatory Risks: Digital assets are largely unregulated as the regulatory requirements associated with digital assets continues to evolve. Given the brevity of blockchain-based digital assets’ existence, global regulatory, legal and tax regimes differ by jurisdiction and may change rapidly. Digital Asset Exchanges may also be subject to heightened regulatory requirements, including registration requirements, which may adversely affect their ability to continue operating as trading venues for digital assets. Such regulatory actions may also impact CGMI’s ability to continue servicing and/or transacting in Digital Asset Investment Products. Digital assets may be more susceptible to fraud and manipulation than more regulated investments. Concentrated Strategy and Sector Risks Strategies that invest in a concentrated number of securities, a specific sector, or geographic region can be more volatile and present a greater risk of loss than a more diversified strategy and the stock market more generally. For example, when a strategy invests in a concentrated number of securities, a decline in the value of these securities would cause your overall account value to decline a greater degree than that of a less concentrated portfolio. Similarly, when a strategy invests primarily in a specific industry sector, an account invested in the strategy will perform poorly during an economic downturn in that sector. A strategy with investments concentrated in a particular country or region are more exposed to the risk of loss associated with adverse securities markets, exchange rates and social, political, regulatory or economic events which may occur in that country or region than more diversified strategies. In each case, account performance may deviate significantly from broad market indexes. Cybersecurity Risks CGMI, its affiliates, service providers, and other market participants increasingly depend on complex information technology and communications systems to conduct business functions. They rely on computer programs to evaluate certain securities and other investments, to monitor their portfolios, to trade, clear and settle securities transactions, and to generate asset, risk management and other reports that are utilized in the oversight of their activities, among other things. In addition, certain of their operations interface with or depend on systems operated by third parties and they will not always be in a position to verify the risks or reliability of such third-party systems. These systems are susceptible to operational, informational security, and related risks that could adversely affect CGMI and the clients. Cyber incidents can result from deliberate or unintentional events and may arise from external or internal sources. Like other financial services firms, CGMI experiences malicious cyber activity directed at its computer systems, software, networks and its users on a daily basis. This malicious activity includes attempts at unauthorized access, implantation of computer viruses or malware, and denial-of-service attacks. CGMI also 11  experiences large volumes of phishing and other forms of social engineering attempted for the purpose of perpetrating fraud against CGMI, its associates, or its clients. Attacks also may be carried out by causing denial-of-service attacks on websites (making network services unavailable to intended users). Cyber incidents could cause disruptions and affect business operations, potentially resulting in financial losses, the inability to transact business or trade (including failure of trade settlements, inaccurate recording or processing of trades, inaccurate client records, inability to monitor investments and risks), destruction to equipment and systems, loss or theft of investor data, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation or liability costs, or additional compliance costs. Similar adverse consequences could result from cyber incidents affecting the investments in which the Programs invest, including those affecting other investment managers, issuers of securities and other interests, brokers, dealers, exchanges, and other financial institutions and market operators. The increased use of mobile and cloud technologies, including as a result of the shift to work-from-home arrangements as a result of the COVID-19 pandemic has heightened these and other operational risks, and any failure by CGMI’s mobile or cloud technology service providers to adequately safeguard the systems CGMI uses and prevent or quickly detect and remediate cyber attacks could disrupt CGMI’s operations and result in misappropriation, corruption or loss of confidential or propriety information. Additionally, the SEC adopted changes to Regulation S-P, which took effect on December 3, 2025. Regulation S-P establishes data privacy requirements for SEC-registered investment advisers, broker-dealers, and investment companies, including the obligation to adopt written policies and procedures dressing administrative, technical, and physical safeguards for the protection of client records and information. The amendments to Regulation S-P require SEC-registered investment advisers, broker-dealers, and investment companies to adopt an incident response program that governs their response to any unauthorized access of client information and which must include certain breach notification procedures with respect to affected individuals. While CGMI will endeavor to comply with all such requirements, there is a risk that we will be unable to prevent breaches and other unauthorized access to our systems and personal client information. Artificial Intelligence (“AI”) and Machine Learning Recent technological advances in artificial intelligence and machine learning technologies (collectively, “AI Technologies”), as well as the rapid growth and widespread use thereof, have the potential to pose risks to portfolio investments. AI Technologies have the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which our clients invest, and any such changes could have an adverse impact on the value of individual companies and the performance of client accounts more broadly. Global and Regional Events Risks Global and regional events such as war, terrorist attacks, political unrest, climate change, natural disasters, public health crises, and pandemics may cause substantial losses by, among other things: causing disruptions in global economic conditions; decreasing investor confidence; disrupting financial markets and the ability to conduct business activities; causing loss or displacement of employees; triggering large-scale technology failures or delays; and requiring substantial capital expenditures and operating expenses to remediate damage and restore operations. Inflation in the U.S. could continue or reaccelerate in the near- to medium-term. Further, heightened competition for workers, supply chain issues and rising energy and commodity prices have contributed to increasing wages and other inputs. Higher inflation and rising costs present material uncertainty with respect to investment performance. For example, ongoing armed conflicts between Russia and Ukraine in Europe and among Israel, Iran, Hamas and other militant groups in the Middle East have caused and could continue to cause significant market disruptions and volatility, and therefore could materially adversely affect investment performance. In addition, sanctions, export controls, tariffs, trade wars and other governmental actions and impacts on the markets for certain commodities, such as oil and natural gas, present material 12  uncertainty and risk and could have a material adverse effect on issuers of securities and their respective businesses, financial conditions, cash flows and results of operations and may cause the market value of such issuers to decline materially. Business Continuity Risk CGMI has business continuity plans that provide for continuity of critical operations and other activities during a variety of disruptions. They include client support responses such as conducting operations from alternate sites in different locations, if necessary, operating across multiple power grids or operating with self-generating facilities while maintaining the firm’s presence in the marketplace and servicing client accounts. Although these plans are designed to limit the impact on clients from such business interruptions, unforeseen circumstances may create situations where CGMI is unable to fully recover from a significant business interruption. CGMI believes its planning and implementation process reduces the risk in this area. Environmental, Social and Governance (“ESG”) Investing Risks An ESG strategy is limited in the types and number of investment opportunities available and, as a result, an ESG investment strategy may underperform other investment strategies that do not have an ESG focus. An ESG investment strategy may invest in securities or industry sectors that underperform the market as a whole or underperform other funds screened for ESG standards. Frameworks for ESG investing vary among investment advisers and funds as the definition of each factor is subjective. Therefore, the companies selected by an index provider or investment adviser as demonstrating ESG characteristics may not be the same companies selected by other index providers or investment advisers that use similar ESG screens. Further, an index provider or investment adviser may select companies based on a particular ESG factor or factors rather than a holistic assessment of a company’s ESG characteristics. In addition, companies selected by an index provider or investment adviser may not exhibit the ESG characteristics the index provider or investment adviser seeks to identify. Certain products included in the Program may consider sustainability or ESG factors in their portfolio management decisions, even if they are not identified as ESG products on Citi’s due diligence approved lists. Unless specified otherwise, any recommendation by us is not based on sustainability or ESG considerations. Financial Services Industry Risks National and regional banks, financial institutions and other participants in the U.S. and global capital markets are closely interrelated as a result of credit, trading, clearing, technology and other relationships. A significant adverse development (such as a bank run, insolvency, bankruptcy or default) with one or more national or regional banks, financial institutions or other participants in the financial or capital markets may spread to others and lead to significant concentrated or market- wide problems (such as defaults, liquidity problems, impairment charges, additional bank runs and/or losses) for other participants in these markets. Future developments, including actions taken by the U.S. Department of the Treasury, FDIC, Federal Reserve Board, and systemic risk in the U.S. and global banking sectors and broader economies in general, are difficult to assess and quantify, and the form and magnitude of such developments or other actions of the U.S. Department of the Treasury, FDIC and Federal Reserve Board may remain unknown for significant periods of time and could have an adverse effect on investments. Tax-Loss Harvesting Risks We offer tax-loss harvesting through certain of our advisory programs. Tax-loss harvesting involves a variety or risks. During certain market conditions, such as lower volatility periods and periods of strong economic growth, the manager’s ability to generate capital losses to offset capital gains may be limited, which would limit the account’s ability to implement its tax-loss harvesting strategy. In addition, because tax-loss harvesting continuously decreases the cost-basis of the account’s portfolio, there is a risk that opportunities to realize losses may decrease over time. Tax-loss harvesting may result in significant deviation from the model portfolio and may increase the account’s portfolio turnover rate. You should confer with your 13  personal tax advisor regarding the tax consequences of investing prior to engaging in any tax-loss harvesting strategy, based on your particular circumstances. Neither CGMI nor any third-party investment manager assumes any responsibility to you for the tax consequences of any transaction. No tax-loss harvesting strategy is intended as tax advice, and neither CGMI nor any third-party investment manager represents in any manner that the tax consequences described will be obtained or that a “tax aware” investment strategy will result in any particular tax consequence. The tax consequences of tax-loss harvesting strategies are complex and may be subject to challenge by the IRS. No tax-loss harvesting strategy available in CGMI investment advisory programs was developed to be used by, and it cannot be used by, any investor to avoid penalties or interest. You and your personal tax advisors are responsible for how the transactions in your account are reported to the IRS or any other taxing authority. You should be aware that if you and/or your spouse have other taxable or non-taxable accounts, and you hold in those accounts any of the securities (including options contracts) held in an investment advisory account, you cannot trade any of those securities 30 days before or after the investment advisory account trades those same securities as part of the tax-loss harvesting strategy to avoid possible wash sales and, as a result, a nullification of any tax benefits of the strategy. It is your responsibility to monitor transactions across all of your accounts. When CGMI or a third-party investment manager replaces investments with “similar” investments as part of the tax-loss harvesting strategy, such investments are not guaranteed to perform similarly to the initial investment or lower an investor’s tax liability. Expected returns and risk characteristics are no guarantee of actual performance. The foregoing list of risk factors is not a complete explanation of the risks involved in an investment in securities. Investing in securities involves risk of loss that clients should be prepared to bear. Investors should give careful consideration to the risk factors detailed in this Item 8 and other product-specific information. Item 9. Disciplinary Information Below are summaries of certain legal and disciplinary events that may be material to clients and prospective clients. Additional information about legal and disciplinary events is available in Item 11 of our Form ADV, Part 1A, available at www.adviserinfo.sec.gov. SEC Claims Related to CitiFX Alpha Sold to MSSB Clients On January 24, 2017, CGMI entered into a settlement with the SEC related to a foreign exchange trading program known as “CitiFX Alpha,” which was sold to certain brokerage customers and advisory clients of Morgan Stanley Smith Barney LLC (“MSSB”) during 2010 and 2011. At the time, CGMI held a 49% ownership interest in MSSB. The SEC alleged that CGMI omitted material information from investor presentations, including failure to disclose that a substantially higher leverage could be used than was disclosed and that mark-ups on trades would be charged, that caused the investors to suffer significant losses. Without admitting or denying the findings, CGMI agreed to cease and desist from violating Section 17(a)(2) of the Securities Act and pay disgorgement of $624,458.27, prejudgment interest of $89,277.34, and a civil money penalty of $2,250,000.00. TRAK Fund Solution Settlements CGMI settled two matters relating to overcharges in certain advisory client accounts. The overcharges related primarily to the TRAK Fund Solution program, which CGMI offered between 1991 and 2011. On January 26, 2017, the SEC issued an Order finding that CGMI violated various provisions of the Investment Advisers Act of 1940 by overcharging or causing to be overcharged approximately 60,000 advisory client accounts in the amount of $18 million and by failing to keep proper books and records with respect to maintenance of client contracts. Those overcharges had, at the time of the Order, been reimbursed with interest, to the extent they could be identified. Pursuant to the Order, CGMI agreed to pay disgorgement and pre-judgment interest in the amount of $4,000,000, pay a civil money penalty in the amount of $14,300,000 and undertake certain reporting obligations to the SEC and remedial actions to the extent not already implemented. Copies of the Order can be obtained at www.sec.gov/litigation/admin/2017/34-79882.pdf or from your CGMI representative. 14  On January 12, 2017, the New York Attorney General’s Office (“NYAG”) and CGMI entered into a settlement in which the NYAG found that CGMI had violated the Martin Act and Executive Law § 63(12) by overcharging certain advisory client accounts. CGMI agreed to pay a monetary penalty in the amount of $1,000,000 and undertake certain reporting obligations to the NYAG. FINRA Claims Related to Research Ratings On December 28, 2017, CGMI entered into a settlement with FINRA. As part of that settlement, FINRA alleged that for a period of time, CGMI displayed (both internally and externally) inaccurate research ratings for certain equity securities. FINRA alleged that this inaccuracy, which resulted from errors in the electronic feed of ratings data that the firm provided to its clearing firm, caused CGMI to display the wrong rating for some covered securities (e.g., “buy” instead of “sell”), display ratings for other securities that CGMI was not actively covering at the time, and not display ratings for securities that CGMI, in fact, rated. FINRA also alleged that CGMI failed to establish and maintain a supervisory system and written supervisory procedures designed to ensure the accurate and complete dissemination of research ratings. Without admitting or denying the allegations, CGMI consented to a censure, a fine of $5.5 million, and an undertaking to pay compensation of at least $6 million to customers who were solicited to purchase or sell securities affected by the ratings display issues. Item 10. Other Financial Industry Activities and Affiliations Registrations CGMI is registered as an investment adviser, securities broker-dealer and security-based swap dealer with the SEC and as a futures commission merchant, commodity trading advisor and a swap dealer with the CFTC. Affiliates of CGMI are registered as investment advisers and broker-dealers and security-based swap dealers with the SEC, as well as with the CFTC as commodity pool operators and/or commodity trading advisors. CGMI is a member of all principal securities and commodities exchanges in the United States and FINRA. In addition, CGMI holds memberships or associate memberships on several principal foreign securities and commodities exchanges. CGMI Brokerage and Research Services Clients may choose to implement their Financial Plans by opening a brokerage account with CGMI. As a registered broker-dealer, CGMI regularly advises clients about, and executes transactions in, a wide variety of securities and other investments. It and its affiliates also act in a partnership capacity in a number of limited partnerships in which its clients may invest. As a futures commission merchant, CGMI also provides advice on commodities and commodity related products. CGMI provides a wide range of research services to its clients, including reports, analyses, charts and graphs relating to various facets of the investment spectrum in equity and fixed income products. Research services generally are provided to clients on the assumption that the services generate commission or other business for CGMI. However, certain research services may be provided on a hard-dollar, fixed-fee basis and/or, in the case of firms that may re-sell such services, on a hard-dollar, royalty-fee basis. The amount or rate of any hard-dollar fee generally is negotiable. Material Relationships or Arrangements with Certain Related Persons CGMI has arrangements that are material to its advisory business or its clients with related persons who are broker-dealers, investment companies, other investment advisers and banking or thrift institutions. Below is a description of such relationships and some of the conflicts of interest that arise from them. CGMI has adopted policies and procedures reasonably designed to appropriately prevent, limit or mitigate conflicts of interest that may arise between CGMI and its affiliates. See also “Item 11- Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” for additional information on conflicts of interest and related policies and procedures of CGMI. Through its divisions, CGMI offers a wide variety of investment advisory services and programs. CGMI’s investment advisory services are available to individuals, multi-family offices, corporations, trusts, endowments, foundations, charitable organizations; pension 15  and profit sharing plans; other businesses and governmental entities. The investment advisor affiliates of CGMI include, among others: Citibank (Switzerland) A.G.; Citibank Canada Investment Funds Limited; Citigroup Alternative Investments LLC; Citigroup Global Markets Asia Limited; Citigroup First Investment Management Limited; and Citibank Europe PLC. Additional information about CGMI’s affiliates is disclosed in response to Item 7.A of our Form ADV, Part 1A, available at www.adviserinfo.sec.gov. Citigroup Life Agency LLC ("CLA") is an affiliate of CGMI, through which CGMI representatives can function as insurance representatives to sell various insurance products. In California, CLA does business as Citigroup Life Insurance Agency, LLC (License Number 0G56746). CGMI and its affiliates provide a variety of services for various clients, including issuers of securities that CGMI may recommend for purchase or sale by clients. In addition, CGMI performs a wide range of investment banking services for various clients, and CGMI client holdings will include the securities of issuers for whom CGMI performs investment banking and other services. CGMI client portfolios also include securities in which CGMI makes a market or in which CGMI, its officers or employees have positions. CGMI and its affiliates receive compensation and fees in connection with the provision of the foregoing services. As part of an overall internal compliance program, CGMI has adopted policies and procedures imposing certain conditions and restrictions on transactions for CGMI’s own account or the accounts of its employees. Such policies and procedures are designed to prevent, among other things, any improper or abusive conduct when potential conflicts of interest may exist for a customer or client. In addition, Citibank, an affiliate of CGMI, serves as an investment manager and qualified custodian in certain programs. In serving as a qualified custodian, Citibank utilizes certain back office services of its affiliates. Compensation from Investment Managers CGMI and its affiliates have trading, investment banking, prime brokerage, trustee, custody, and other business relationships with third party investment managers. These investment managers may include the investment advisers for investment advisory programs recommended to clients by CGMI, in its capacity as an investment adviser. However, CGMI does not recommend or select investment managers and does not receive any direct or indirect compensation from any investment managers in connection with Financial Planning services. Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Employee Personal Trading and Fiduciary Code of Ethics Employees and certain other persons who perform services that support the investment advisory business of CGMI are bound by the Personal Trading and Investment Policy for Citi Brokerage and the Advisory Persons (“PTIP Policy”) and the Fiduciary Code of Ethics (“Code of Ethics”). The Code of Ethics is designed to comply with applicable regulatory requirements including Rule 204A-1. Both the PTIP Policy and the Code of Ethics govern the trading of employees who support the investment advisory business of CGMI and the family members’ or related persons’ accounts over which the employee has investment discretion. Certain representatives within CGMI are considered covered persons under the PTIP Policy. The PTIP Policy governs the manner in which covered persons’ trading account information is made available to the firm’s compliance department and defines instances where pre-clearance or supervisory pre-approval is required. Covered persons are subject to a number of restrictions including: 1) prohibition on conduct of personal trades in securities for which they are in possession of material, non-public information; 2) prohibition on securities noted on the firm’s restricted list; and 3) prohibition on trading in securities where new and material research has been published. Other restrictions exist with respect to “new issue”/public offerings and trading of Citigroup shares. Covered persons are further prohibited from engaging in market timing strategies with respect to mutual fund transactions in covered accounts. Certain managerial staff are responsible for reviewing all personal trading activity of their covered employees for indications of improper trading activity and insider trading. 16  The Code of Ethics describes the standards of business conduct for CGMI’s investment advisory business, including the fiduciary obligations owed to the clients and the obligation to comply with applicable laws. The Code of Ethics incorporates and is supplemented by other Citi policies and procedures, including policies and procedures designed to protect the flow of material non- public information and the confidentiality of client information and those imposing personal trading and investment restrictions, maintenance of personal securities trading accounts at CGMI, and reporting of personal securities holdings and transactions. The purposes of the Codes of Ethics and the related policies and procedures include minimizing potential conflicts of interests between employees and investment advisory clients and assuring compliance with applicable laws and regulations. Each person covered under the Code of Ethics receives a copy of the Code of Ethics upon being designated as a covered person and annually thereafter. They must sign an attestation that indicates that they have read and understand such Code of Ethics. In conjunction with this attestation, all covered persons are required to report any violation or potential violation of which they might become aware. A copy of CGMI’s Code of Ethics will be provided to any client or prospective client who mails a written request to: Citigroup Global Markets Inc. 388 Greenwich Street, 29th Floor New York, NY 10013 Attention: Robert Cole, Managing Director, Global Head of Wealth Independent Compliance Risk Management Participation and Interest in Client Transactions CGMI and its affiliates could recommend securities in which they directly or indirectly have a financial interest and can also buy and sell securities that are recommended to clients for purchase and sale, at the same time or at different times. They also provide advice and take action in the performance of their duties to CGMI or clients that differs from advice given, or the timing and nature of action taken, for other clients’ Financial Plans or CGMI’s and its affiliates’ own accounts. In addition, CGMI, its affiliates, employees, including Financial Advisors, are permitted to invest with other investment management firms. From time to time, CGMI imposes restrictions to address the potential for self-dealing by CGMI and conflicts of interest that arise in connection with CGMI’s broker-dealer and investment banking businesses. CGMI has adopted various procedures to guard against insider trading that include an “Information Barrier” procedure, pursuant to which information known within one area of CGMI (e.g., investment banking) is not permitted to be distributed to other areas (e.g., investment advisory), and use of a restricted list and various other monitoring lists. These investment banking or other activities will from time to time compel CGMI, its affiliates, or an overlay manager that provides portfolio implementation and overlay services in connection with the management of client accounts to forgo trading in the securities of companies with which these relationships exist. This has the potential to adversely impact the investment performance of a client’s account. Item 12. Brokerage Practices As part of the Financial Planning Program, CGMI does not execute trades for client accounts. CGMI does not utilize client agency commission dollars to purchase research and other services (i.e., soft dollars). Item 13. Review of Accounts The Financial Planning Program is limited solely to the preparation and delivery of a Financial Plan to the client, and terminates either when CGMI delivers a Financial Plan to the client or as otherwise described upon notice or information received from CGMI. Once the Financial Plan is delivered, there is no obligation on the part of either the client or CGMI to review, update or implement the Financial Plan. A delivered Financial Plan may be updated or reviewed at the client’s request only if CGMI and the client agree to perform such requested update or review within the Financial Planning Program. 17  Item 14. Client Referrals and Other Compensation From time to time, CGMI offers certain incentives for select clients or prospective clients. Such incentives may include but not be limited to discounts, cash bonus payments, or other offers (“Incentive”). Incentives may be offered to limited groups of clients or prospective clients who CGMI determines, in its sole discretion, meet specific conditions of an offered Incentive. For example, Incentive conditions could include but not be limited to opening a new or specific account type with required funding, completing a Financial Plan with CGMI, responding to surveys, verified locations or residence, or continuous account maintenance for a specified time. The amount credited for the Incentive will vary according to the terms of the Incentive offered to different types of clients. Clients or prospective clients will not be offered or receive an Incentive to complete a Financial Plan unless CGMI expressly and directly offers the Incentive to the client or prospective client and CGMI determines, in its sole discretion, that the client or prospective client has met all the conditions of an offered Incentive. The specific terms of an Incentive will be described in the offer. Item 15. Custody As part of the Financial Planning Program, CGMI does not have custody of client assets and will not send account statements of any kind. In the event that clients open accounts with CGMI or a third party to implement their Financial Plans, they will receive account statements from their broker-dealer, bank or other qualified custodian. Clients should carefully review those statements and if they open an account with CGMI, compare account statements received from CGMI to those received from the qualified custodian. Item 16. Investment Discretion As part of the Financial Planning Program, CGMI does not have investment discretion. Item 17. Voting Client Securities As part of the Financial Planning Program, CGMI does not have authority to vote client shares. Item 18. Financial Information CGMI does not require or solicit prepayment of more than $1,200 in fees per client six months or more in advance. Therefore, CGMI has not included a balance sheet of its most recent fiscal year. CGMI is not aware of any financial condition that is reasonably likely to impair its ability meet its contractual commitments to clients, nor has CGMI been the subject of a bankruptcy petition at any time during the past ten years. 18