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 (“Program 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 makes 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. 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 Program Advisor to complete the Application process. CWB Plus clients should be prepared to engage in an annual review of their respective CWB account, including its overall performance, progress toward investment goals, and information submitted through the Application, including, but not lim4ited to, the client’s responses in the Application to risk tolerance questions and investment objectives. An annual review can be 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 a review with a Program Advisor. From time to time and at their discretion, Program Advisors also may invite CWB Plus clients to schedule an appointment to engage in a review. 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 engaged in an annual or other review, whether requested or not, 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 “ESG Models” (also referred to as “Sustainable” Models (the “ESG 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 do not include ETFs or mutual funds that are sponsored and/or advised by affiliates of CGMI. 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. 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 does not serve as an investment adviser to the clients who participate in the Program. 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 Program 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 Program Advisor. Prospective CWB Plus clients must be willing to receive investment advice through the Site platform and by telephone or other means from Program 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. Program Advisors and Coaches Current and prospective clients of CWB Plus may contact a Program Advisor for advice or guidance during the Application process and throughout the advisory relationship. Program Advisors are part of a dedicated pool of CGMI representatives for CWB Plus but are not individually assigned to clients. During the Application Process, Program Advisors are available to answer general questions about the Models or the Program, but do not provide personalized investment advice. Program Advisors are available by appointment at the telephone number or other means provided on the Site. Program Advisors are not available to CWB clients. All current and prospective clients may contact a customer service representative generally referred to as a “Coach,” “Digital Coach,” or “Wealth Solutions Advisor” (collectively, “Coach”) with questions about Site operations and for assistance regarding online access and use of the Site. Coaches may provide information about CGMI advisory programs and brokerage services potentially available to the client and how to connect with a CGMI registered representative. Coaches may provide technical support and certain limited educational and 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. Coaches are not Program 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 Program 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 Program 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 generally be rebalanced at least once in each calendar year, and may be rebalanced more frequently. Rebalancing will occur 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 the CitiAccess research standard, the CitiFocus research standard, or the standards set by the Forum for the Review and Approval of Managers (“FRAM”). (See “Item 6.A–Research in Advisory Programs”). Models are subject to ongoing review 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 fees and expenses charged by the ETFs and/or mutual funds in which the client invests. Additionally, the fee does not include the following: (a) any fees for charges for 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 and all taxes and fees or their equivalent imposed by exchanges or regulatory bodies; and (c) 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 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, 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. We compensate 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, we receive a one-time credit from Pershing for each new non- retirement Program account ($450 per account) and (ii) for CPWM and Citi Personal Investments International (“CPII”) accounts, for new non-retirement Program assets under management established with Pershing, we receive 0.043% of new assets, capped at $860, per account. This is 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 paying lower fees for new accounts and therefore have a conflict of interest. To address this conflict, we have policies and procedures regarding recommendations of account types. We also do 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. For non-purpose loans obtained through Pershing, the interest rate charged to clients by CGMI exceeds the interest rate given to CGMI by Pershing (by an increment, which varies by client, that historically is up to, but not capped at, 3.75%). Interest paid on these loans is shared between Pershing and CGMI, and in certain circumstances, with registered representatives who receive a portion of, or credit for, interest paid. See “Item 9.A.2. – Non-Purpose Loans through Clearing Firm” for more information about non-purpose lending. In general, our arrangement with Pershing gives us an incentive to increase the financial benefits we receive from Pershing, to continue to use Pershing and its services as the clearing firm for the Programs and creates a conflict of interest with our clients. Any cost savings or other advantages achieved may differ by product line or distribution channel, and CGMI is not obligated to pass along the savings or other benefits to clients. CGMI seeks to mitigate this conflict by evaluating and monitoring the services it receives from Pershing 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 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. This may impact account performance. In executing 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, and will be entitled to compensation for its services. 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. Some or all 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 on a fair and equitable basis. 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. 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). Clients who elect affirmatively not to use any of the available cash sweep options are credited interest on cash by Clearing Firm at a rate determined by Clearing Firm. To the extent that Clearing Firm sets this rate above zero, which it may do at any time, CGMI will earn a share of the revenue generated by client deposits. A.5. Certain Risks Risks Related to Investments in ETFs An ETF is an investment company that allows investors to purchase an undivided interest in a portfolio of securities and other assets. An ETF’s portfolio may consist of stocks, commodities, and other financial assets to achieve the investment objectives stated in the ETF’s prospectus. ETFs, like other investments, are subject to certain risks. Returns are not guaranteed. NAVs may be volatile and an investor in an ETF could lose the entire amount of his or her investment. Investing in ETFs 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. Unlike mutual funds, shares of ETFs are listed and traded on securities exchanges. The market price for ETF shares may be higher or lower than the ETF’s net asset value. Shares of ETFs may at times be acquired by CGMI for a client’s account at market prices representing premiums to their net asset values. In addition, ETFs held in a client’s account could trade at a discount from their net asset values, and such discount could increase while the ETFs are held in the account. If the market price of shares of an ETF decreases below the price at which CGMI purchased the shares for the client’s account, and CGMI were to sell such shares for the account at a time when the market price is lower than the price at which it purchased the shares, the account would experience a loss. Investments in ETFs also involve the risk that the ETF’s performance may not track the performance of the index (if any) the ETF is designed to track. Unlike an index, an ETF incurs administrative expenses and transaction costs in trading securities. In addition, the timing and magnitude of cash inflows and outflows from and to investors buying and redeeming shares in the ETF could create cash balances that cause the ETF’s performance to deviate from the index (which remains “fully invested” at all times). Performance of an ETF and the index it is designed to track (if any) also may diverge because the composition of the index and the securities held by the ETF may occasionally differ. In addition, only “Authorized Participants” may engage in creation or redemption transactions directly with an ETF, and an ETF will have a limited number of institutions that act as Authorized Participants. To the extent that these institutions exit the business, elect not to transact with the ETF, or are unable to proceed with creation and/or redemption orders with respect to the ETF and no other Authorized Participant is able to step forward to create or redeem, the ETF’s shares may trade at a discount to their net asset value and possibly face trading halts and/or delisting. The Models available through the Program can include ETFs that have no prior, or limited, operating history and performance. Certain Models also include ETFs with particular investment styles or strategies, such as an ETF that invests in securities based on growth characteristics or ESG factors. These ETFs are limited in the types and number of investment opportunities available, and as a result, these ETFs may underperform other ETFs that do not have a similar focus. There can be no assurance that the companies in which such an ETF invests will exhibit the relevant characteristics of the ETF’s particular strategy. Risks Related to Investments in Mutual Funds A mutual fund is an investment company that allows investors to purchase an undivided interest in a portfolio of securities and other assets. A mutual fund’s portfolio may consist of stocks, bonds, money market instruments, commodities, derivatives, and other financial assets to achieve the investment objectives stated in the mutual fund’s prospectus. Mutual funds, like other investments, are subject to certain risks. Returns are not guaranteed, NAVs may be volatile and an investor in a mutual fund could lose the entire amount of his or her investment. Investing in mutual funds 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. Mutual funds available in the Program are actively managed, meaning that they carry the risk that the fund will underperform compared to another fund that tracks an index. 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 of shares from one class to another, subject to certain conditions as determined by the applicable fund. Depending on the circumstances, a client could be subject to higher expenses overall once the shares convert to a share class that is deemed eligible. A client’s mutual fund share class will not be converted if, for example, there is no equivalent share class eligible for the Program or in other circumstances. Clients should discuss the impact of a conversion of mutual fund shares prior to contributing any mutual fund investments to a program account. 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. 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. 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 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 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. 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. A.6. Reasonable Investment Restrictions Clients may request as directed on the Site and Application that a particular security or category of securities not be purchased or sold for an account. In addition, CWB Plus clients may request restrictions by contacting a Program Advisor. If CGMI determines that the client’s requested restrictions are reasonable, CGMI will use its best efforts to honor such restrictions and will delegate responsibility for implementing such restrictions to Clearing Firm. CGMI will reject any restriction it believes is unreasonable or 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 ability to achieve its investment goals and objectives, compared with an account that is fully invested in the securities proposed for the account by the relevant Model. In the event a category of securities is restricted, Clearing Firm will have sole discretion to determine the specific securities in the restricted category. In making this determination, Clearing Firm may rely on outside sources, such as standard industry codes and research furnished by independent service providers. Compliance with any restrictions will be as of the date of selection of the restricted investment only, based on the characteristics of such investment on that date, as determined by the Clearing Firm in its discretion. Restrictions will not be deemed to be violated due to changes in the characteristics of an investment following the purchase or selection 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 an ETF or mutual fund purchased for the account in accordance with the Model selected by the client. Each ETF or mutual fund is managed or invested in accordance with its investment objectives and the guidelines set forth in the fund’s prospectus. Consequently, clients will have limited ability to impose restrictions on the management of their account. If an investment restriction is deemed reasonable, Clearing Firm will allocate the assets that would have been invested in the security(ies) impacted by the investment restriction to cash or cash equivalents. 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. 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 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 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 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. 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 may include (but are not limited to): exchange fees; transfer taxes; electronic fund and wire transfer fees; account transfer fees; lending fees and interest; 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 IRAs; 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. 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 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. When a client invests in an ETF and/or mutual fund through the Program account, the client will pay its 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 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 some of the ETFs and/or mutual funds used in the Program directly from the ETFs and/or mutual funds, their agents, through CGMI or 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 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. 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 may vary as a result of the application of prior schedules depending upon the client account inception date. D. Compensation 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. – Advisory Account Lending”). These arrangements present conflicts of interest because CGMI and CGMI financial advisers have a financial incentive to offer clients non-advisory products and services to increase the overall compensation received. Program Advisors earn a salary and are not compensated based on the creation of a Plan or other incentives. Based, among other things, on the potential for an increase in the use of CIM’s services as a Model Provider, CGMI has an incentive to recommend CIM Models to clients. The Models, however, do not include ETFs or mutual funds that are sponsored and/or advised by CGMI or a CGMI affiliate. Clients should understand that retaining an affiliated manager to manage assets outside of the Program could allow them to negotiate the affiliated manager’s fees directly with the affiliated manager and possibly obtain services at a lower cost than retaining the affiliated manager through the Program and paying the Program fee. E. 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 be 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.