Citigroup Global Markets Inc

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.

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

Investment Advisory Programs Brochure). CGMI Financial Advisors also offer products and services other than investment advisory
...

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.