Code of Conduct - Citigroup

Code ofCONDUCT2013

Dear Colleagues:For 200 years, we have built strong relationships with our clients,shareholders, and communities by providing outstanding service anddoing business according to the highest ethical standards, wherever weoperate and whatever the situation. Our commitment to the principles ofcommon purpose, responsible finance, ingenuity and leadership helps us toovercome the challenges we face and maintain the trust of our stakeholdersthroughout the world.Citi’s Code of Conduct outlines the standards that must direct our behavior.In today’s economic environment, conducting business responsibly andethically is critical to protecting our reputation for integrity and maintainingour competitive advantage. If you have any questions or concerns aboutyour own conduct or that of others, I urge you to seek guidance from any ofthe resources listed within the Code.All our people must not only read the Code but also adhere to its letterand spirit. Citi’s culture and reputation are defined by our actions and thedecisions we make every day. Through our own individual commitment tothe Code, we uphold Citi’s legacy and ensure our future as a premier bankinginstitution.Thank you for all that you do for our company and our clients.Mike CorbatChief Executive Officer

For New Hires Only:I acknowledge that I have received the Citi Code of Conduct and understand that I am obligated to read the Codeand to comply with the principles, policies and laws outlined in the Code, including any amendments made by Citi.I understand that a current copy of the Code of Conduct is posted on Citi’s website.http://www.citigroup.com/citi/investor/corporate_governance.htmlI understand that my agreement to comply with the Citi Code of Conduct neither constitutes nor should be construedto constitute either a contract of employment for a definite term or a guarantee of continued employment.Please sign here:Date:Please print your name:GEID Number:This signed and completed form must be returned within 30 days of receiving this booklet to your humanresources representative. Failure to do so will not affect the applicability of this Code of Conduct or any of itsprovisions to you.01

Table of ContentsIntroduction································································ 04Raising Ethical Issues················································07Contacting the Citi Ethics Hotline························· 08Prohibition of Workplace Retaliation···················· 09• Criminal Wrongdoing or Fraud··························· 09• Investigations························································· 09How We Do Business··················································10• Escalation of Business Concerns·························10• Fair and Free Markets·············································· 11• Protecting Citi Assets·············································· 11• Anti-Bribery and Corruption·································· 11• Suspicious Activity Reporting······························12• Anti-Money Laundering(“AML”) Compliance················································13• Anti-Boycott Laws···················································14• Sanctions and Embargoes·····································14• Antitrust and Fair Competition····························15• Tied Business Dealings···········································15• Privacy and Security of Client Information·······15• Fair Treatment·························································· 17• Fiduciary Duties······················································· 17• Supplier Relationships············································ 17• Financial and Tax Reporting·································18• Continuity of Business············································18• Commitment to the Environment························19• Commitment to Human Rights·····························19Our Conduct In the Workplace································20• Privacy for Citi’s Workforce··································20• Discrimination and Harassment···························21• Fair Employment Practices and Diversity·········22• Communications, Equipment,Systems and Services············································22• Safety in the Workplace········································ 23• Drug-Free Workplace············································· 23• Safeguarding Personal, Proprietaryand Confidential Information······························· 23• Expense Management···········································24• Media Interactionand Public Appearances········································25• Use of Citi Name,Facilities or Relationships····································26• Information and Records Creationand Management····················································26• Insider Trading························································ 27• Information Barriers··············································28• Personal Investmentsin Citi and Other Securities··································28• Required Employee Reporting·····························29• Undertaking to Repay Legal Expenses··············29• Compensation Plans,Programs and Arrangements······························29Conflicts of Interest···················································30• Gifts and Entertainment········································ 31• Political Activities and Contributions················ 32• Charitable Contributions······································ 32• Outside Business Activities··································33• Employment of Relatives······································33• Corporate Opportunities·······································34• Related Party Business Dealings························34• Personal Business Dealings··································34Conclusion····································································35Useful Addresses and Telephone Numbers··········36Citi Ethics Hotline······················································· 3703

IntroductionAs employees and representatives of Citi, we share acommon responsibility to protect Citi’s reputation forintegrity. We must always demonstrate our commitmentto the highest standards of ethics and professionalbehavior in our dealings with our clients, businesscolleagues, shareholders, communities and each other.We ask you to use this Code to help you to make theright decisions and to raise any concerns or questionsyou may have about your conduct or that of others,either through the Citi Ethics Hotline or one of the othercontacts listed throughout the Code.

How We Do BusinessWe strive to create the bestoutcomes for our clients,shareholders and communitieswith financial solutions that aresimple, creative and responsible.Treating our customers fairly andin a non-discriminatory manneris deeply rooted in our coreprinciple of responsible finance.All of our products, services andprograms reflect our commitmentto serving our customers withfairness, transparency, prudenceand dependability. We must fulfillthis commitment by listening toour customers, understanding theirneeds and offering appropriatesolutions so we can continue to earnwhat matters most – their trust. Wemust respect the culture and takean active role in the communitieswhere we work and live. We mustconduct ourselves in a mannerthat is transparent, prudent anddependable in order to honor anduphold the Citi legacy.Our Conduct in the WorkplaceWe aspire to be a meritocracycomprised of talented people whoconsistently demonstrate excellence,initiative and courage. Therefore,we strive to provide our people withthe best opportunities to realizetheir potential and champion ourremarkable diversity. At all times, weare expected to treat our teammateswith respect, share the responsibilityfor our successes and acceptaccountability for our failures.Conflicts of InterestWe must put Citi’s long-terminterests ahead of short-termgains and provide superior resultsfor our stakeholders. We, as Citiemployees or representatives of Citi,are expected to act in accordancewith the highest standards ofpersonal and professional integrityand to comply with all applicablelaws, regulations and Citi policiesand procedures. We must nevercompromise that integrity, eitherfor personal benefit or for Citi’spurported benefit. In accepting aposition or assignment with Citi,each of us is accountable for ourown behavior, including compliancewith the law, with this Code ofConduct, with Citi’s policies andwith the policies and procedures ofour respective businesses and legalentities.Acting With IntegrityThis Code provides an overview ofCiti’s key policies. Your particularbusiness and legal entity may alsohave its own policies and procedureswhich you must follow. Banks,broker dealers and other licensedentities in particular are subject tospecific regulations and limitationsupon their scope of activity. Theselimitations are reflected in theirspecific policies. If such policiesdiffer from Citi policies governingthe same topic, the more restrictivepolicy will prevail. It is yourresponsibility to become familiarwith and adhere to these policiesand any supplemental policies andprocedures to which your businessand legal entity is subject.If you have questions or concernsabout how this Code or Citi’s policiesapply to you or others, you shoulddiscuss them with your manager,your internal legal counsel, yourcompliance officer or your humanresources representative. If thereappears to be a conflict betweenQ: Where can I find Citi’spolicies and procedures?A: On the Citi Policy Directory located athttp://policies.citigroup.net/. You areresponsible for understanding and followingCiti’s policies and procedures. If you haveany questions as to how they apply to you,please consult with your manager or theindividuals named in the relevant policy.this Code and local laws, or if youhave questions regarding theinterpretation of applicable laws,you should contact your internallegal counsel. As a general matter,when there is a difference betweenCiti policies that apply to you, orbetween the laws of the jurisdictionsin which you conduct business, themore restrictive requirement willprevail.05

Failure to observe the policiesset forth in this Code, Citi’spolicies and/or the policies andprocedures applicable to yourbusiness and legal entity may resultin disciplinary action, up to andincluding immediate termination ofemployment or other relationshipwith Citi, in accordance with the CitiGlobal Disciplinary Review Policy,available at http://policies.citigroup.net/. Furthermore, violations ofthis Code may also be violationsof the law and may result in civilor criminal penalties for you, yourmanagers and/or Citi.For more information on Citi’spolicies, see the Citi Policy Directoryat http://policies.citigroup.net/ andthe employee handbook that appliesto you.To serve our clients andstakeholders and to meet our legaland compliance obligations, weare each expected to possess andmaintain the skills and knowledgerelevant to, and understandthe policies that apply to, theperformance of our workplaceresponsibilities. Code of Conducttraining and other trainings assistyou in this effort. Where training isexpected or required for your role,you should complete such trainingon a timely basis. In addition, youare expected to satisfy any trainingor certification requirementsestablished by regulators or requiredby law.citizens of nations with varyinglaws, regulations and customs, Citi’scommitment to conducting businessaccording to the highest standardsof ethical conduct transcendsnational boundaries. Therefore, allCiti employees, directors and officersare required to read and comply withthis Code. In addition, other personsperforming services for Citi may besubject to this Code by contract orother agreement.To the extent that exemptionsare available from Citi policies,these are detailed in the specificpolicy, together with the exemptionprocess. For other provisions,waivers may be granted only bythe General Counsel or the ChiefCompliance Officer. Any waiver ofthis Code for executive officers ordirectors may be made only by adocumented decision of the Board ofDirectors or a Board committee, andmust be disclosed promptly.This Code of Conduct neitherconstitutes nor should be construedto constitute a contract ofemployment for a definite term or aguarantee of continued employment.This Code is available in multiplelanguages at http://www.citigroup.com/citi/investor/corporate_governance.htmlThis Code has been adopted bythe Board of Directors and appliesto every director, officer andemployee of Citigroup Inc. (“Citi”)and its consolidated subsidiaries,including Citibank N.A.. AlthoughCiti operates in countries acrossthe globe and our colleagues are06

RaisingEthical IssuesAdherence to the highest ethical standards is a critical element ofyour responsibilities and each of us has a responsibility to follow thisCode of Conduct. Citi strongly encourages you to raise concerns orquestions regarding ethics, discrimination or harassment matters,and to report suspected violations of these and other applicable laws,regulations and policies. Early identification and resolution of theseissues is critical to maintaining Citi’s strong relationships with itsclients, employees and stakeholders.The Code of Conduct provides an overview of the keypolicies of which you need to be aware. In addition, youmust also be aware of the detailed policies, proceduresand regulations specific to your business, position andlegal entity. The Code cannot anticipate every issue youmay encounter. Situations in the workplace may arisewhere the proper course of action may not be clearor where you feel uncomfortable. If you encounter asituation that does not feel quite right, you should stopand reflect. If something seems unethical or improperto you, it may very well be. Before taking action, askyourself:• Does something feel wrong about this situation?• Would my action be consistent with this Code,applicable policies, procedures and laws?• How might my decision impact others?• Would my action or failure to act result in even theappearance of impropriety?• What might be the consequences of my action orinaction?If you have any questions regarding the best courseof action in a particular situation, or if you reasonablysuspect or become aware of a possible violation of a law,regulation, Citi policy or ethical standard, you shouldpromptly contact any of the following:• The appointed person under any applicable localdisclosure procedure• The policy owner or the contact person named on thepolicy document• Your manager or another member of management• Your human resources, employee or labor relationsrepresentative• Your internal legal counsel• Your compliance officer• An employee hotline established by your businessfor this purpose (and typically found in an employeehandbook or similar publication)• Internal Audit (IA)• Citi Security and Investigative Services (CSIS)• The Citi Board of Directors, through the Citi CorporateSecretary07

Contacting the CitiEthics HotlineIf you are uncomfortable about raising your concerns with the contacts listed, you may contactthe Citi Ethics Office, located in the United States. The Citi Ethics Office may be reached by:• Calling the Citi Ethics Hotline, a toll-freenumber (available 24 hours per day, sevendays per week in multiple languages) at:— 866 ETHIC 99 (866-384-4299)— Or dial your country access code and866-384-4299— Or 212-559-5842 (direct or collect)• E-mailing ethicsconcern@citi.com• Website submission at:http://www.citigroup.com/citi/investor/ethics_hotline.html• Mailing to:Citi Ethics OfficeOne Court SquareLong Island City, NY 11101U.S.A.• Faxing to: 212-793-1347Q: Other than byphone, how canI report a concernto the EthicsOffice?A: You can email a concernto ethicsconcern@citi.com,through website submissionat www.citigroup.com/citi/corporategovernance/ethicsconcern.htm, you canalso mail or fax your concernto the Ethics Office.All contacts and investigations are treated as confidentially as possible,consistent with the need to investigate and address the matter, and subjectto applicable laws and regulations. Citi encourages you to communicate yourconcerns openly.Complaints may be made anonymously to the extent permitted by applicablelaws and regulations. However, please be advised that if you do choose to remainanonymous, we may be unable to obtain the additional information needed toinvestigate or address your concern.Further contact information is provided at the back of this Code. If you raise anethical issue and you do not believe the issue has been addressed, you shouldraise it with another of the contacts listed.For a complete list of Country Access Codes for the Ethics Hotline, see the EthicsHotline website at http://www.citigroup.net/ethicshotline/.08

Prohibition ofWorkplace RetaliationCiti prohibits retaliation against any employee for raising aconcern in good faith or participating in an investigation. Ifyou believe that you, or another colleague, have experiencedretaliation for raising a concern in good faith, you should reportthe matter to the Ethics Hotline or to any of the contactsprovided in this Code.Though it may seem easier to keepsilent when faced with potentialmisconduct, illegal or unethicalbehavior, doing the right thingmeans raising any concern orquestion about your conduct or thatof others. Citi relies on you to upholdthe values and standards set forthin this Code and Citi policies and toprotect Citi’s reputation for integritythrough open communication.As part of any investigation,we respect the rights that areafforded under applicable laws andregulations to all parties related tothe matter. Citi prohibits retaliatoryactions against anyone for raisingconcerns or questions in good faithregarding ethics, discriminationor harassment matters, or whoreports suspected violations ofother applicable laws, regulationsor policies, or who participates ina subsequent investigation of suchconcerns. Retaliation against acolleague who has raised a concernor question in good faith is groundsfor discipline, up to and includingtermination of employment or otherrelationship with Citi, in accordancewith the Citi Global DisciplinaryReview Policy, available at http://policies.citigroup.net/.Criminal Wrongdoing or FraudYou are expected to immediately report You should also immediately reportany suspected or attempted fraud, any threats or acts of violence in theunexplained disappearance of funds or workplace as indicated in Citi’s Securitysecurities, or other suspected criminal and Fire Safety Policy available atactivity, as outlined in the Citi Fraud http://policies.citigroup.net/.Management Policy and Standards,available at http://policies.citigroup.net/. You may call the CSIS Hotline tollfree in the United States at 800-349-You may do so by contacting any of the 9714 or direct or collect at 813-604-persons listed on Page 7 of this Code, 4100 or e-mail csis@citigroup.com. Aincluding Citi Security and Investigative complete list of Regional and GlobalServices (CSIS).CSIS telephone numbers is available athttp://www.citigroup.net/csis.InvestigationsYou are required to cooperate fully with any appropriately authorized internalor external investigation, including but not limited to those involving ethicalissues or complaints of discrimination or harassment. You should never withhold,tamper with or fail to communicate relevant information in connection withan investigation. In addition, you are expected to maintain and safeguard theconfidentiality of an investigation to the extent possible. Making false statementsto or otherwise misleading internal or external auditors, investigators, legalcounsel, Citi representatives, regulators, or other governmental entities may begrounds for immediate termination of employment or other relationship with Citiand may also be a criminal act that can result in severe penalties.09

How WeDo BusinessEscalation of Business ConcernsIt is critical to our franchise and to Citi’s reputation that we exercise appropriate judgmentand common sense in every action we take, and that we consider all aspects of the potentialimpact of transactions in which we engage. It is your responsibility to escalate any concernsregarding potential franchise or reputational risks to your manager, internal legal counsel,compliance officer, or independent risk management, each of whom may escalate further tothe appropriate Business Practices Committee.Citi’s Business Practices Committees, at the corporate level and in each of its businesses,review business activities, sales practices, product design, potential conflicts of interest andother reputational concerns, and provide guidance so that Citi’s business practices meet thehighest standards of ethics, integrity and professional behavior. These committees, comprisedof our most senior executives, focus on reputational risk while our businesses are responsiblefor ensuring that our policies are adhered to and affirm our commitment to the principles ofresponsible finance and protecting the franchise.Doing the right thing is at the core of Citi’s identityand reputation. We are all responsible for raisingconcerns about actual or potential risks to Citiso that we can continue to live upto our standards.

Fair and Free MarketsCiti is committed to promoting free and competitive markets. Citi will not tolerate any attempt by a Citirepresentative to manipulate or tamper with the markets or the prices of securities, options, futures or otherfinancial instruments. Citi’s goal is transparency, candor and honesty in all its dealings, including those with any U.S.or non-U.S. federal, state or local governmental body, any self-regulatory organization of which Citi or any of itsaffiliates is a member and the public.Protecting CitiAssetsYou are responsible for safeguarding the tangible andintangible assets of Citi and our clients, suppliers anddistributors that are under your control. Citi, client,supplier, distributor and other third party assets maybe used only for approved purposes and in accordancewith applicable licenses, terms and conditions. Assetsinclude cash, securities, physical property, services,business plans, client and employee information,supplier information, distributor information, intellectualproperty (computer programs, models and other items)and all other personal, proprietary and confidentialinformation.Before commencing employment with Citi, you shoulddisclose to your manager the existence of rights orinterests you have in any technology or invention whichmay relate to your employment with Citi and you maybe asked to assign such rights to Citi. Likewise, you arerequired to disclose and assign to Citi all interests in anytechnology, software, invention, creation, improvement,discovery, know-how, design, copyright work or workof authorship made or conceived by you or a groupincluding you that arises out of, or in connection orrelationship with, your employment or assignment withCiti. You are also required to assist Citi with any effortto perfect such assignment or to secure appropriateintellectual property protection for any of the foregoing.If your relationship with Citi terminates for any reason,all rights to property, technology and informationgenerated or obtained as part of your relationship willremain the exclusive property of Citi.Anti-Briberyand CorruptionVirtually all countries prohibit bribery of public officials.All Citi businesses are subject to the anti-bribery lawsof the countries in which Citi operates as well as to theUnited States Foreign Corrupt Practices Act of 1977(“FCPA”). The FCPA has extraterritorial effect beyondthe United States and prohibits the bribery of foreign(non-U.S.) officials. The U.K. Bribery Act also hasextraterritorial effect beyond the United Kingdom andforbids the bribery of anyone.Citi has developed policies, procedures and internalcontrols for complying with anti-bribery and corruptionlaws, and prohibits any improper payment, promiseof payment or offer of employment, or the improperprovision of anything of value to government officials(including but not limited to any person employed by orrepresenting a government, officials of a political party,officials of public international organizations, candidatesfor office and employees of state-owned enterprises),or to any other person for the purpose of obtaining orretaining business or influencing official action.Do not give, offer or promise anything of value to anon-U.S. government official or a family member of anon-U.S. government official without the prior writtenapproval of the relevant regional Anti-Bribery andCorruption Approver (Regional Approver) or designeeunless you have a written exception to the pre-approvalrequirement from a Regional Approver. The provision ofanything of value to a U.S. public official requires writtenpre-approval by Global Compliance – Political Activities.Misappropriation or unauthorized disclosure of Citiassets is a breach of your duty to Citi and may constitutean act of fraud against Citi. Similarly, carelessness, wasteor unauthorized use in regard to Citi assets is also abreach of your duty to Citi.For more information, see the Citi Fraud ManagementPolicy and Standards at http://policies.citigroup.net/.Under no circumstances may you offer, promise or grantanything of value, including employment opportunities,to a government official, or to any person, or membersof their family, or to a third party or charitableorganization suggested by the recipient, for the purposeof influencing the recipient to take or refrain from takingany official action, or to induce the recipient to conductbusiness with Citi. Payments made indirectly through an11

Q: What is “anything of value”?A: Anything of value includes any advantage, financial or otherwise,and extends beyond cash to include gifts, entertainment, services,amenities, offers of employment, etc. There is no minimum amount orthreshold of value that must be exceeded before a payment or gift maybe considered illegal.attorney, consultant, broker, contractor, or other thirdparty are subject to the same restrictions and it is yourobligation to understand what such a party is doing onyour behalf.No colleague, nor anyoneacting on Citi’s behalf, shouldever offer, promise, or givea payment or anything elseof value that is intended toimproperly influence – oreven appears to improperlyinfluence – a governmentofficial or any other person,or to gain an unfair businessadvantage.In addition, you may not make a facilitation payment ofany kind, regardless of the provisions of applicable law.Facilitation payments are small payments to governmentofficials to expedite or secure performance of a nondiscretionary,routine governmental action, such asobtaining permits or other official documents to qualifyto do business, processing governmental papers such asvisas, or providing postal or utility services.To comply with applicable anti-bribery and corruptionlaws, it is your responsibility to adhere to all Citi preapprovaland reporting requirements.For more information, see the Citi Anti-Briberyand Corruption (AB&C) Policy, the Citi Gifts andEntertainment Policy, the Policy on Activities InvolvingU.S. Public Officials, the Policy on Legislative Lobbyingand Corporate Political Contributions Involving Non-U.S.Government Officials and the Citi Expense ManagementPolicy, each of which can be found at http://policies.citigroup.net/.Suspicious Activity ReportingIn the United States and most countries, financial institutions, through their employees, are required to identify andreport to government authorities any suspicious accounts or transactions that may be related to possible violationsof law, including money laundering, terrorist financing, insider trading and insider abuse, fraud and misappropriationof funds, among others. Citi requires all its businesses to implement procedures to monitor for suspicious activitywith regard to accounts and transactions so that, when required, the suspicious activity can be reported to theappropriate government authorities. You are responsible for understanding and following the AML and suspiciousactivity reporting procedures for your business and legal entity. This is of particular importance if you deal withclients, transactions or financial records. If you are unclear as to your responsibilities, contact the AML complianceofficer for your business.12

Anti-Money Laundering(“AML”) ComplianceMoney laundering is a globalproblem with potentially devastatingconsequences. Money launderingis the process of converting illegalproceeds so that funds are madeto appear legitimate and therebyenter the stream of commerce. It isnot limited to cash transactions butcan include monetary instrumentsand other proceeds of illicit activity.Terrorist financing includes theis committed to combating moneylaundering, terrorist financing andother crimes to the fullest extentpermitted by law.In accordance with the Citi GlobalAML Policy, Citi businesses developand implement effective AMLprograms to comply with applicablelaws and to protect Citi from beingused for money laundering orYou should become familiar withand follow the requirementsset forth in the Citi Global AMLPolicy and related policies andprocedures, including those thatgovern your specific business andlegal entity. Your responsibilitiesinclude applying the appropriatelevel of due diligence whenentering into client relationshipsand, where applicable, individualQ: What if you and a colleague disagree asto whether to escalate an unusual customertransaction?A: You should escalate the matter to your manager or the AML complianceofficer for your business. Everyone is responsible for identifying and escalatingpotentially unusual or suspicious transactions. Doing so can help protect youand Citi from any involvement in questionable or illegal activities.financing of terrorists, terrorist actsand terrorist organizations.Terrorist financing may involveproceeds from both illegitimateand legitimate sources.Citi and its employees must actdiligently to prevent our productsand services from being used tofurther money laundering andterrorist financing and to detectsuspicious activity in accordancewith relevant laws and regulations.Citi adopts global AML industryprinciples that promote the role thatfinancial institutions can and shouldplay in preventing money launderingand the financing of terrorism. Cititerrorist financing. These programsemphasize the importance ofknowing and understanding whoCiti is dealing with (“Know YourCustomer”), identifying partiesinvolved in transactions andmonitoring certain activity andtransactions to look for any unusualactivity.transactions. No client relationshipis worth compromising ourcommitment to combating moneylaundering, terrorist financing andother crimes.For more information, see the CitiGlobal Anti-Money Laundering Policyat http://policies.citigroup.net/.Your responsibilities include applying the appropriatelevel of due diligence when entering into clientrelationships and, where applicable, individualtransactions. No client relationship is worthcompromising our commitment to combating moneylaundering, terrorist financing and other crimes.13

Sanctions andEmbargoesAnti-Boycott LawsUnited States law prohibits U.S. persons from takingactions or entering into agreements that have the effectof furthering any unsanctioned boycott of a countrythat is friendly to the United States. This prohibitionapplies to persons located in the United States(including individuals and companies), United Statescitizens and permanent residents anywhere in theworld and many activities of United States subsidiariesabroad.In general, these laws prohibit the following actions (andagreements to take such actions) that could further anyboycott not approved by the United States: (1) refusingto do business with other persons or companies(because of their nationality, for example); (2)discriminating in employment practices; (3) furnishinginformation on the race, religion, gender, or nationalorigin of any U.S. person; (4) furnishing informationabout any person’s affiliations or business relationshipswith a boycotted country or with any person believedto be blacklisted by a boycotting country; or (5)utilizing letters of credit that contain prohibited boycottprovisions. Citi is required to report any request to takeaction, or any attempt to reach agreement on suchaction, that would violate these prohibitions. You shouldalso be alert to the fact that boycott-related requestscan be subtle and indirect.Citi has developed policies, procedures and internalcontrols for complying fully with United States economicsanctions and embargoes that restrict U.S. persons,corporations and, in some cases, foreign subsidiariesfrom doing business with certain countries, groups,entities and individuals, including organizationsassociated with terrorist activity, narcotics traffickingand nuclear weapons proliferation. Unless expresslypermitted by the U.S. Treasury Department’s Officeof Foreign Assets Control or another federal agency,economic sanctions prohibit doing business of any kindwith sanctions targets or persons owned or controlledby them, as well as with individuals and entities that acton their behalf. Sanctions prohibitions also may restrictinvestment in a targeted country, as well as tradingin goods, technology and services (including financialservices) with a targeted country. U.S. persons may notapprove or facilitate transactions by a third party thatthe U.S. person could not do directly.Citi businesses may also be subject to sanctions imposedunder the local law of the country in which they arelocated. In addition, the implementation of sanctionsmandated by the United Nations or the European Unionmay also impose restrictions on Citi.You are responsible for understanding and abiding byCiti policy in the countries in which you are located, aswell as U.S. law. If a conflict exists between local lawand U.S. law, you should alert both your internal legalcounsel and your compliance officer.For more information on U.S. economic sanctions andtrade embargoes, see the Citi Sanctions Screening Policyand Standards at http://policies.citigroup.net/.For more information on Anti-Boycott legal guidanceand compliance, see the Anti-Boycott Legal Guidanceand Compliance Manual at http://policies.citigroup.net/.14

Antitrust andFair CompetitionIn many countries, Citi is subject to complex laws designed to preservecompetition among enterprises and to protect consumers from unfairbusiness arrangements and practices. You are expected to be aware of andcomply with these laws at all times.Situations that create the potential for unlawful anti-competitive conductshould be avoided. These include, for example:• Proposals from competitors to share price or other competitive marketinginformation or to allocate markets or clients;• Attempts by clients or potential clients to preclude Citi from doingbusiness with, or contracting with, another client;• Discussions at industry trade association meetings on competitivelysensitive topics, such as prices, pricing policies, costs and marketingstrategies.Tied BusinessDealingsCommunicating to a client that theprice or availability of a Citi productor service is predicated upon theclient agreeing to purchase from,or provide to, Citi another productor service (“tying”) is unlawful incertain instances. If you have anyquestions regarding compliancewith the tying laws, includingtheir applicability to a particularsituation, or any applicable businesspolices or procedures, you shouldconsult your internal legal counsel,bank regulatory legal counsel orcompliance officer for advice.If a competitor or a client tries to discuss subjects with you that raiseconcerns about anti-competitive conduct, you should refuse to do so and askthe person to stop immediately. If necessary, you should leave or otherwiseterminate the conversation and promptly report the matter to your internallegal counsel or to the Corporate Law Department.For more information, see the CitiAnti-Tying Policy at http://policies.citigroup.net/.Privacy and Security of Client InformationCiti is committed to protectingpersonal and confidentialinformation about our clients andusing it appropriately. We collect,maintain and use our clients’personal information in a mannerthat allows us to provide them withchoices and options for productsand services, as permitted by law.To this end, we strive to maintainappropriate systems and technologyand accordingly, to train staff withaccess to such information. Whenwe use other companies to provideservices for us, we require them toprotect the personal and confidentialinformation they receive.Citi must follow the many lawsand regulations directed towardprivacy and information security.We also adhere to Citi’s own highsecurity standards, including, butnot limited to, the Citi InformationTechnology Management Policy,the Citi Information TechnologyManagement Standards and theCiti Information Security Standards,each of which can be found athttp://policies.citigroup.net/.You must safeguard all personaland confidential informationabout our clients by ensuring thatclient information is used only forauthorized purposes relating to yourjob, only shared with authorizedpersons and organizations and isproperly and securely maintained.Many countries have data protectionand privacy laws that affect thecollection, use, storage and transferof personal and confidential clientinformation. This is a rapidlychanging area of law, and youshould consult your internal legalcounsel or compliance officer withany questions regarding appropriateuses of client information.15

You are responsible for safeguardingpersonal, proprietary or confidentialinformation regarding Citi’s clients, suppliers,and distributors. To do so:• Properly secure access to your work area, computer,laptop, telephones, voicemail, BlackBerry and facsimilein accordance with Citi’s Information SecurityStandards.• Never share your passwords with other colleagues,log onto another colleague’s computer or allow themto log onto your computer, even if you remain in closeproximity and change your passwords frequently.• Do not discuss sensitive matters or proprietary orconfidential information in public places, including openworkplace areas such as cubicles or on speaker phones,public transportation or the Internet.• Be cautious when using your mobile phone or othercommunication device or messaging service. Do not usethese in any way that does not comply with applicablelaw, or Citi’s policies and procedures.16

Fair TreatmentCiti is committed to dealing fairly with its clients, suppliers, distributors, competitors and employees. No personacting on behalf of Citi may take unfair advantage of anyone through manipulation, concealment, abuse ofconfidential information, misrepresentation of material facts or other unfair dealings or practices. Citi is alsocommitted to providing fair access to credit and to making credit decisions based on objective criteria. In addition,Citi follows the laws and regulations in a growing number of countries regarding “fair lending” or “fair access” thatspecifically prohibit discrimination against prospective or actual clients on the basis of race, sex, religion, or othernon-risk factors.For related information, see the Citi U.S. Fair Lending Policy and Standards and the U.S. Consumer Fairness Policy athttp://policies.citigroup.net/.Fiduciary DutiesCiti acts as a fiduciary in certain investment advisory and other client relationships. You should determine whenfiduciary duties arise and keep in mind that a fiduciary has a legal duty to act in the best interests of its clients byputting its clients’ interests ahead of its own interests or the interests of its affiliates or employees. A fiduciary alsohas the duty to act prudently, treat clients fairly, maintain the confidentiality of client information, protect fiduciaryassets and provide comprehensive disclosures. This duty includes informing clients of any conflicts of interest or, iflegally required, avoiding such conflicts entirely.For more information, see the Citi Activities Subject to OCC Regulation 9 and Fiduciary Activities and StandardsPolicy at http://policies.citigroup.net/.Supplier RelationshipsTo make the best use of Citi’s assets and to leverage ourbuying power with the goal of delivering value to ourclients and stakeholders, Citi purchases all goods andservices on the basis of price, quality, availability, termsWhen dealing with a supplieror a client, you may not offeror accept any offer of a “quidpro quo” or suggest thatany business or service maybe awarded or withdrawn inreturn for any financial orother advantage.and service. All businesses must comply with the CitiSupplier Selection and Management Policy. If a businessor region has a need for a product or service, it shouldengage Strategic Sourcing and Procurement Services(“SS&PS”) to agree on the supplier selection strategyas appropriate. The resulting contract for the provisionof goods and/or services must be entered into throughSS&PS. When Citi deals with other Citi businesses orclients, such transactions must be consistent witharm’s-length market terms and applicable law. Specificlaws apply to transactions involving bank affiliates.You should not engage a supplier to deliver goodsand/or services without obtaining proper approvalsin accordance with the Citi Supplier Selection andManagement Policy.Citi affirmatively encourages engaging the servicesof women and minority suppliers pursuant to the CitiSupplier Diversity Program.17

Suppliers must adhere to all applicable laws, this Codeof Conduct and Citi policies and agree to keep anyrelationship with Citi confidential unless disclosurehas been approved and authorized by Citi. Suppliersare encouraged to communicate and adhere to theethical, social and environmental guidelines set forthin the Citi Statement of Supplier Principles and tocommunicate these principles within their organizationsand throughout their extended supply chain. Theserelationships may be subject to other restrictions ordisclosure obligations under securities or other laws.If you are responsible for a supplier or clientrelationship, you must never lead a supplier or clientto believe that they can inappropriately influenceany procurement decisions at Citi. In connection withoffering or pitching business to a supplier or client, youmay not offer any “quid pro quo” or suggest that anybusiness or service may be withdrawn or awarded inreturn for other business. Real or perceived conflicts ofinterest in the procurement process should be avoided inthe first instance, and where unavoidable or inadvertent,promptly disclosed.Information pertaining to Citi’s procurement of goodsand services is subject to Citi policies and proceduresregarding proprietary and confidential information. Itcan be shared internally only with others who have beendesignated by authorized personnel, and should not becommunicated outside Citi except as authorized. Anycommunication of information regarding suppliers mustcomply with local governmental rules and regulations.For more information, see the Citi Supplier Selection andManagement Policy at http://policies.citigroup.net/ andthe Citi Statement of Supplier Principles at http://www.citigroup.com/citi/procurement/statement.htm.Financialand TaxReportingFinancial statements must alwaysbe prepared in accordance withgenerally accepted accountingprinciples and present fairly, in allmaterial respects, Citi’s financialposition and results of operations.Citi is also committed to accuracyin tax-related records, and to taxreporting in compliance with theoverall intent and letter of applicablelaws.In addition to this Code, Citi’sfinancial professionals are boundby the Code of Ethics for FinancialProfessionals which can be foundat http://www.citigroup.com/citi/investor/corporate_governance.html.Continuityof BusinessCiti maintains continuity of businessplans to minimize financial lossesand respond to market and clients’needs when a blackout, fire orother disaster, crisis, disruption,or emergency occurs. Citi must beprepared to respond to any eventthat may affect normal businessoperations. You should know thename of your business recoverycoordinator and be familiar with thecrisis management and businessrecovery procedures for yourbusiness and how they apply to you.For more information, see the CitiContinuity of Business (CoB) Policyat http://policies.citigroup.net/.18

Commitment to the EnvironmentMost countries have laws and regulations relating toenvironmental protection. In addition, Citi has taken aproactive leadership role in running its businesses in anenvironmentally and socially responsible manner. Citi’senvironmental program is focused on three pillars:• Operational Footprint – We are working to green ourown footprint through green buildings and energyefficiency initiatives. We have set facilities goals toreduce our energy use, GHG emissions, water use andwaste-to-landfill, and to increase our green buildingsportfolio.• Environmental and Social Risk – We work closelywith our clients to assess and manage environmentaland social risks associated with our financing andinvestments. We led development of and adopted theEquator Principles, a set of environmental and socialguidelines for financing and advising on infrastructureprojects. Under the Citi Environmental and SocialRisk Management (“ESRM”) Policy, we follow a similarreview and approval process for corporate financingtransactions where use of proceeds is known in orderto appropriately manage risk. For more information,see the ESRM policy at http://policies.citigroup.net/.• Business Opportunities – Citi is a leader in developingenvironmentally friendly business opportunities,including alternative energy finance and clean techfinance. This work is captured under Citi’s ten-year,USD 50 billion initiative to invest in and financeclimate change solutions.You are expected to support these policies and initiativesand implement those applicable to your business.Environmental and social risks or opportunities thatmay arise out of our operations should be identified andmanaged in accordance with applicable laws, regulationsand Citi policy. Questions regarding environmentalconcerns or policy applicability should be directed toyour business risk department, Corporate Sustainabilityunit, the ESRM unit or your internal legal counsel, asappropriate.For more information about Citi’s environmentalsustainability initiatives, see Citi’s Environmental websiteat http://www.citigroup.com/citi/environment/.Commitment to Human RightsCiti supports the protection and preservation of human rights around the world by following the fundamentalprinciples set forth in the United Nations Universal Declaration of Human Rights, the International LabourOrganization’s (“ILO”) Declaration on Fundamental Principles and Rights at Work, and the UN Guiding Principles onBusiness and Human Rights. We take our responsibility to respect human rights seriously.Our support for these principles is reflected in our policies and actions towards our employees, suppliers, clients andcountries where we do business.For more information, see the Citi Statement on Human Rights at http://www.citigroup.com/citi/citizen/humanrights/index.htm.19

Our ConductIn the WorkplacePrivacy for Citi’s WorkforceCiti seeks to protect the personal and confidential information it collects, uses and maintainsabout its workers, including medical information, government-related information (suchas national or government identification and tax data) and background check information.Such information must not be shared or discussed outside of Citi, except where permitted orrequired by applicable law or regulation, or pursuant to a subpoena or order issued by a courtof competent jurisdiction, or requested by a judicial, regulatory, administrative or legislativebody. You must comply with all Citi policies and procedures relating to security and privacy ofpersonal and confidential information, and ensure that such information is only shared withauthorized persons. Responses to requests for such information may be provided only aspermitted by applicable Citi policy, law or regulation.Workforce policies and procedures for privacy and security cover Citi employees as well asother individuals whose information is provided to Citi within the context of the workingrelationship. When we use other companies to provide services for us, we require them toprotect the personal and confidential information they receive about our workforce.We may process information about our workforce globally, including in locations other than theworkplace. In doing this, we follow applicable law in connection with collecting, sending, storingand using such information. You must comply with the Citi Privacy Policy for TransferredEuropean Workforce Data when processing or transferring information about Europeanworkers which can be found at www.citigroup.net/policydirectory.

Discrimination and HarassmentCiti promotes a work environment where diversity isembraced and where our differences are valued andrespected. We prohibit discrimination, harassment orintimidation that is unlawful or otherwise violates ourpolicies, whether committed by or against a manager,co-worker, client, supplier, or visitor. Discriminationand harassment, whether based on a person’s race,sex, gender, gender identity or expression, color, creed,religion, national origin, nationality, citizenship, age,disability, genetic information, marital status (includingdomestic partnerships and civil unions as defined andrecognized by applicable law), sexual orientation, culture,If you believe that you are being subjected todiscrimination or harassment, or if you observe orreceive a complaint regarding such behavior, you shouldreport it to your manager or senior business manager,to your human resources representative, or to the CitiEthics Hotline or employee hotline telephone numberestablished by your business (see contact information atthe end of this Code).Citi will promptly investigate allegations of harassmentor discrimination and will take appropriate disciplinaryaction to the fullest extent permitted by local law.If you receive aninappropriate e-mailfrom an externalsource, you shoulddelete it immediatelyand advise the sendernot to forward yousimilar e-mails in thefuture. If you receivean inappropriate e-mailfrom a colleague,you should report itimmediately, just asyou would any otherviolation of policy thatyou observe.Citi will not tolerate the use of its communications,equipment, systems and services, including e-mailservices and/or intranet/Internet services to createa hostile or offensive work environment based on aperson’s race, sex, gender, gender identity or expression,color, creed, religion, national origin, nationality,citizenship, age, disability, genetic information, maritalstatus (including domestic partnerships and civilunions as defined and recognized by applicable law),sexual orientation, culture, ancestry, veteran’s status,socioeconomic status or other legally protected personalcharacteristic. This includes downloading, transmitting,viewing or exchanging “jokes,” pictures, stories,videos or other communications or content that arethreatening, harassing, demeaning, or offensive to anyindividual or group or otherwise inappropriate. If youreceive an inappropriate e-mail from another employee,you should report it immediately, just as you would anyother violation of policy that you observe. If you receivean inappropriate e-mail from an external source, youshould delete it immediately and advise the sendernot to forward you similar e-mails in the future. Donot forward any inappropriate e-mail to any employee,other than your human resources officer or BusinessInformation Security Officer (“BISO”) for purposes ofreporting. In addition, do not forward any inappropriatee-mail to any external address, including to your homecomputer.ancestry, veteran’s status, socioeconomic status, orother legally protected personal characteristic, arerepugnant and completely inconsistent with our traditionof providing a respectful, professional and dignifiedworkplace. Retaliation against individuals for raisingclaims of discrimination or harassment, or participatingin the investigation of a claim, is also prohibited.You must never use Citi systems to create, download,view, transmit or exchange electronic images or text ofa sexual nature or containing ethnic slurs, racial epithetsor any other material of a harassing, offensive or lewdnature.21

Fair Employment Practices and DiversityCiti believes that diversity in our staff is critical to oursuccess as a global organization, and we seek to recruit,develop and retain the most talented people from adiverse candidate pool. Advancement at Citi is basedon merit. We are fully committed to equal employmentopportunity and compliance with the letter and spiritof the full range of laws regarding fair employmentpractices and nondiscrimination.Communications, Equipment,Systems and ServicesCiti’s equipment, systems and services, including but not limited to computers, telephones, voicemail, laptops,Blackberries, PDAs, facsimile (fax services), mail room service, intranet, Internet access, email, SMS (text) messaging,instant messaging and other electronic communication tools, devices, data links and data services, for on-site,mobile or remote use are provided for business purposes and to enable you to perform tasks related to your job.Accordingly, to the extent permitted by applicable laws and regulations, Citi may monitor and record your use of itsequipment, systems and services at any time. Therefore, you should not have any expectation of personal privacywhen you use Citi’s equipment, systems and services.You may not use Citi’s equipment, systems and services for any inappropriate or unauthorized purpose or in amanner that would violate applicable law, regulation or Citi’s policies or procedures. Further, Citi will not tolerate theuse of its equipment, systems or services in a manner that could be embarrassing or harmful to Citi or detrimentalto its reputation or interests. Personal use of Citi’s equipment and services, where and to the extent permitted,must be kept to a minimum and must also comply with Citi policies and procedures, as well as applicable laws andCiti does not tolerate the useof its email, Internet or intranetto download, transmit, view,store, or communicate images,video, text, sound recordings,or other content that consistof threats to the safety of anyperson or Citi property or thatanything that may be construedas inappropriate, harassing,demeaning or offensive, or inconflict with Citi’s policies onunlawful discrimination andharassment.regulations. Use of the intranet/Internet orother communications platforms must bein compliance with all applicable laws andregulations and the terms of use of Citi sitesand any third-party sites accessed. Citi’sintranet/Internet servers may not be usedfor the unauthorized downloading or useof any copyrighted or unlicensed material.This includes the downloading of music andthe unauthorized downloading of unlicensedsoftware, copyrighted images, video or printedmaterial. The Internet may not be accessedfrom a Citi device to view, download, store,transmit, or post illegal, harassing, demeaning,offensive, or inappropriate material, orfor any other purpose which conflicts withCiti’s policies and procedures on unlawfuldiscrimination and harassment.Copying, selling, using, or distributinginformation, software and other forms ofintellectual property in violation of intellectualproperty laws or license agreements isprohibited.22

Safety in the WorkplaceThe safety and security of our workplace is a primary concern of Citi. Eachof us must comply with applicable health and safety policies. Threats or actsof violence in the workplace will not be tolerated and should be reportedimmediately. We maintain compliance with local and international laws, andinternal guidelines have been developed to help maintain secure and healthywork surroundings. Questions about these laws and guidelines should bedirected to your manager, human resources representative or CSIS.For more information, see the Citi Security and Fire Safety Policy athttp://policies.citigroup.net/.Drug-FreeWorkplaceCiti maintains a work environmentthat fosters the health and safetyof its employees and protects theintegrity of its business practices.Misusing controlled substances orselling, manufacturing, distributing,possessing, using, or being underthe influence of illegal drugs orother substance abuse whichrenders you unfit for duty isprohibited in the workplace or whileperforming work-related duties.Safeguarding Personal, Proprietaryand Confidential InformationWhile working for Citi and afteryou cease your employment orassociation with Citi, you have anobligation to safeguard personal,proprietary and confidentialinformation that you obtain orcreate in connection with youractivities for Citi, regardless of itsform.only for the performance of yourassigned job duties and not usingsuch information or permittingsuch information to be used forunauthorized purposes. Suchinformation must not be shared ordiscussed outside Citi, except whereobtain an advantage over ourcompetitors; nonpublic informationabout Citi’s operations, results,strategies and projections; nonpublicinformation about Citi’s businessplans, business processes, as wellas nonpublic information aboutYou may not bring to Citi proprietaryor confidential information ofany former employer, or use suchinformation to aid the business ofCiti, without the prior consent ofyour former employer and unlesspermitted by applicable law orregulation.You must not disclose personal,proprietary or confidentialinformation about any client,supplier, distributor or Citi’sworkforce to any unauthorizedperson (including other Citiemployees). Your obligationto safeguard such informationincludes but is not limited to,protecting it from misuse, using itpermitted or required by applicablelaw or regulation, or pursuant toa subpoena or order issued by acourt of competent jurisdictionor requested by a judicial,administrative or legislative body.Examples of such informationinclude, but are not limited to: anysystem, information or processthat gives Citi an opportunity toYou have a duty to protect confidentialinformation as you would your own personalinformation and to take precautions beforesharing it with anyone – including other Citicolleagues – inside or outside the workplace.Citi’s workforce, supplier, client anddistributor relationships; personaland confidential information relatingto individuals, including clients,Citi’s workforce, suppliers anddistributors; nonpublic informationabout Citi’s technology, systemsand proprietary products; andinformation subject to regulatory orcontractual restrictions.23

You must take precautionarymeasures to prevent unauthorizeddisclosure of such information. Youshould also take steps to ensurethat business-related documentsare produced, copied, faxed,transmitted, transported, filed,stored and disposed of by meansdesigned to prevent unauthorizedaccess to such information. Youshould also ensure that accessto work areas and computers isproperly secured in accordancewith Citi’s Information SecurityStandards. You should not discusssensitive matters or proprietaryor confidential information inpublic places such as elevators,hallways, restaurants, restroomsand public transportation, or onthe Internet or any other electronicmedia (including blogs and socialnetworking sites). You should also becautious when using mobile phonesor other communication devicesor messaging services. Great careshould be exercised when discussingsuch information in open workplaceareas, such as cubicles or on speakerphones.Your obligation to safeguardpersonal, proprietary andconfidential information that youobtain or create in connection withyour activities for Citi extends toall situations in which you may usesuch information, including whenyou are away from work or workingremotely.In addition, once your employmentor association with Citi ends, youmust return all means of accessto Citi information and returncopies of such information to Citi,as well as return all Citi property,including but not limited to all IDcards, keys, telephone cards, creditcards, laptops, One Time Password(OTP) tokens (e.g., SafeWord cards),cellular phones, PDAs, Blackberries,fax machines and any other meansof accessing such information.Further, you may not print, downloador forward such information to yourhome computer, your personal emailaddress, or to any third party serviceprovider or server or other non-Citiwebsite, or engage in any otherunauthorized use, misappropriation,or disclosure of such information,including in anticipation of yourresignation or termination ofemployment.You are also responsible forensuring that you are in compliancewith all Citi policies and proceduresrelating to the safeguardingof personal, proprietary andconfidential information, includingbut not limited to the Citi Policy onConfidentiality of Information, theCiti Information Security Standards,the Citi Records Management Policyand Standards and the Citi GlobalSocial Media Policy and Guidelines,each of which can be found athttp://policies.citigroup.net/.Expense ManagementExpense-related decisions must be made in furtherance of Citi’s strategicobjectives, keeping in mind the best interests of all stakeholders. Citi hasadopted policies for expense management and fraud control that govern theexpenditure of Citi funds for operating purposes. Every operating expense,including Reimbursed Business Expenses (“RBEs”), Capital Expenditures andContract Expenditures paid from Citi funds, is subject to managerial reviewand approval prior to payment by an individual who has been granted theappropriate level of delegated authority.Citi employees at every level are responsible for expense management.Employees are responsible for reviewing expenses to ensure they adhere toCiti’s policies, make appropriate business sense, are approved by the properauthority and are processed through approved payment services processes.Individuals cannot approve their own expenses.For more information, see Citi’s Expense Policies, including the Citi ExpenseManagement Policy (CEMP) and the Project Expenditure Proposal (PEP)Policy For Real Estate, Technology and Outsource Service Providers athttp://policies.citigroup.net/.24

Media Interaction andPublic AppearancesIf a member of the media contacts you relating to Citi, youmust refer them to the Global Public Affairs Office. Onlyindividuals officially designated by Global Public Affairsmay provide comments to the media, either on or offthe record, or materials for publication. This includes allinteraction with the media, however formal or informal,and irrespective of the subject matter.Global Public Affairs is the sole entity authorized to issuepress releases or public statements on behalf of Citi.Employees may not consent to or engage in any publicrelations activity relating to Citi with clients, suppliers,distributors or others without prior approval from yourlocal public affairs office or Global Public Affairs.You may not publish or post any material in written orelectronic format (including books, articles, podcasts,webcasts, blogs, website postings, photos, videos, orother media), make speeches, give interviews or makepublic appearances that mention Citi’s operations, clients,products, or services, without prior approval from yourmanager and the local public affairs officer for yourbusiness or region. Outside the United States, the approvalmust come from the Regional Public Affairs Officer. Yourbusiness or region may also require approval from yourcompliance officer. Approval is required regardless ofwhether or not Citi equipment is used.Citi has public disclosure requirements for its seniormanagement and all business, regional, country, productand global function officers, heads and executivesand senior management (collectively “Citi Managers”)when communicating with investors, analysts or thepress, as well as adhering to certain guidelines withrespect to broad-based internal communications. Thepolicy is intended to facilitate compliance with the U.S.Securities and Exchange Commission’s Regulation FD(Fair Disclosure), the integrity of the information Citicommunicates and the effectiveness and consistency ofCiti’s message. In order to comply with these requirements,Citi Managers should consult with Investor Relations priorto arranging or participating in any investor or analystmeetings and with Global Public Affairs prior to arrangingor participating in any press meetings.For more information, see the Citi Public Disclosure andCommunications Policy at http://policies.citigroup.net/.25

Use ofCiti Name,Facilities orRelationshipsYou must not use Citi’s name,logo, trademarks, or facilities forcommercial purposes unrelatedto your job, including outsidework (including on letterheador websites). Use of Citi’s name,facilities or relationships forcharitable or pro bono purposes canbe made only with prior approvalfrom your senior business manager,and only after any other notificationand approvals are provided, ifrequired by the policies of yourbusiness or legal entity.Information and RecordsCreation and ManagementData, information and records, as defined by the Citi Records ManagementPolicy and Standards and the Citi Data Management Policy, that are owned,collected, used and managed by Citi must be accurate and complete. Youare responsible for the integrity of the data and information, includingreports and documents under your control. Records must be maintained insufficient detail as to accurately reflect all Citi transactions, and to the extentapplicable must follow appropriate accounting standards and comply withinternal financial controls.You must observe professional standards and use common sense regardingcontent and language when creating business records and other documentsincluding e-mail, SMS messages and instant messaging that may be viewed,used or retained by Citi or a third party. You should keep in mind that ata future date, Citi or a third party may rely on or interpret the documentsolely on its literal content, without the benefit of other recollections orcontext. You are prohibited from destroying or altering any records that arepotentially relevant to a violation of law, legal claim or any litigation, or toany pending, threatened or foreseeable internal or external investigationor audit, or government investigation or proceeding, or that you have beendirected by Legal to retain.Records must be identified, classified, retained and disposed of inaccordance with the Citi Records Management Policy and Standards,available at http://policies.citigroup.net/.All company records, including paper and electronic,must be retained for the period of time indicated on thecountry’s retention schedule. Records are only eligible fordestruction once the retention period has expired and thereare no other reasons to continue retaining the information.However, if you have been notified to retain documents,you must comply until notified otherwise. If you are unsurewhich documents to retain, please contact Legal or yourRecords Management Officer for further clarification.26

Insider TradingCiti policy and the laws of many countries prohibittrading in the securities (including equity securities,convertible securities, options, bonds and any stockindex containing the security) of any company while inpossession of material, nonpublic information regardingthe company. The definition of “material, nonpublicinformation” is broad. Information is “material” (andhence, potentially subject to the prohibition on insidertrading) if there is a substantial likelihood that areasonable investor would consider the informationimportant in determining whether to trade in a security,or if the information, if made public, likely would affectThe prohibition against trading while in possessionof inside information applies to Citi securities as wellas to the securities of other companies. It applies totransactions for any Citi account, client account orpersonal account. A “personal account” is any accountin which you have a financial or beneficial interest, or forwhich you have the power to affect or ability to influencetrading or investment decisions, either directly orindirectly. Personal accounts typically include accountsof spouses, domestic partners, children and othermembers of your household, and accounts over whichyou have the authority to exercise investment discretion.You should take measuresto prevent the intentionaland unintentional disclosureof all internal use only,proprietary, confidentialand Material NonpublicInformation.the market price of a company’s securities. Informationmay be material even if it relates to future, speculativeor contingent events, and even if it is significantonly when considered in combination with publiclyavailable information. Information is considered to be“nonpublic” unless it has been publicly disclosed andadequate time has passed for the securities markets todigest the information. For these purposes, examplesof adequate disclosure generally include public filingswith securities regulatory authorities and the issuanceof press releases, and may also include meetings withmembers of the press and public. “Material, nonpublicinformation” is also known as “inside information.”If you believe you have comeinto possession of insideinformation, you must notexecute any trade in thesecurities of the subjectcompany without firstconsulting with your internallegal counsel, who will thendetermine whether such atrade would violate Citi policyor applicable laws.It is also illegal in manycountries to “tip” or passon inside information to anyother person if you knowor reasonably suspect thatthe person receiving suchinformation from you willmisuse such information by trading in securities orpassing such information on further, even if you do notreceive any monetary benefit from the tippee. Tradingon or conveying material nonpublic information mayalso breach contractual obligations assumed by Citito or on behalf of clients. Consequences for insidertrading violations can be severe, including termination ofemployment, civil and/or criminal penalties for you, thetippee(s) and Citi, as well as irreparable damage to ourreputation and public trust.For more information, see the Citi Insider Trading policyat http://policies.citigroup.net/.27

Information BarriersWhen appropriate, Citi businesses have in place, and Citi personnel and other representatives must comply with,“information barrier” procedures. Information barriers are designed to shield potentially material, nonpublicinformation received by workers engaged in lending, investment banking or merchant banking activities (private-sideinformation) from those workers who trade or advise on trading in securities based on publicly available informationor who engage in investment management activities (public-side activities). Information barriers are also one of themethods used to address potential and actual conflicts of interest among business activities. Various informationbarriers and deal team procedures also have been established within businesses engaging in certain private-sideactivities to prevent confidential information from being shared with individuals who are not authorized to know suchinformation. You are responsible for knowing and complying with the information barrier policies applicable to yourbusiness and legal entity.Personal Investmentsin Citi and Other SecuritiesYou are prohibited from trading inpublicly traded securities (includingCiti securities) for your personalaccounts if you possess materialnonpublic information about thesecurity or the issuer (including Citi).See the section of this Code entitled“Insider Trading” for a definition ofmaterial, nonpublic information anda definition of personal accounts.Employees and otherrepresentatives of certain Citibusinesses (including designatednon-employees) may be subjectto additional restrictions andpolicies regarding personaltrading of securities (includingCiti securities). These may includepreclearance, blackout periodsand reporting requirements. Inaddition, Citi directors and ourmost senior officers are subject toperiodic reporting and other legalrestrictions regarding their personaltrading of securities (including Citisecurities). You are responsible forknowing and abiding by any Citi,business and legal entity policiesregarding securities that may beapplicable to you.You must not make any personalinvestment in an enterprise if theinvestment might affect or appear toaffect your ability to make unbiasedbusiness decisions for Citi. If youmade such an investment beforejoining Citi, or your position atCiti changes in such a way as tocreate a conflict of interest or theappearance of such a conflict, youmust promptly report the facts toyour senior business manager orother person designated by yourbusiness. Investments subject to thisprovision include investments in apublic or private company that is asupplier to or competitor of Citi, orotherwise does business with or isdoing a transaction with Citi.This provision will not apply topersonal investments in enterpriseswhose sole relationship with Citiis as a client of Citi products, aslong as those products are madeavailable to similarly situated clientson substantially the same basis. Inaddition, this provision will also notapply to investments of under 1%of the outstanding equity securitiesof a public company. Investmentsin non-Citi securities may, in somecircumstances, raise concerns aboutconflicts of interest. See the sectionof this Code entitled “Conflictsof Interest” for more informationabout conflicts of interest relating topersonal investments.Citi businesses that offer coinvestmentopportunities toemployees must do so pursuantto a written co-investment plan,approved in writing by your seniorbusiness manager and by the seniorhuman resources officer for thebusiness. If you co-invest with anyCiti entity, you are responsible forknowing and abiding by the terms ofthe co-investment plan.Investments in Citi securities (orthe securities of its publicly tradedsubsidiaries) for personal accountsshould be made with a long-termorientation and as part of a broaderinvestment strategy. Citi reservesthe right to monitor any account forsuspicious activity, and accountsare subject to applicable regulatoryreporting requirements.For more information, see the CitiCorporate Personal Trading Policyand Standards and the EmployeeTrading Policy at http://policies.citigroup.net/.28

Required EmployeeReportingUnless prohibited by local law, you must notify your compliance officer andyour human resources representative if you become or have ever been thesubject of any arrest, summons, subpoena, arraignment, indictment, orconviction for any criminal offense, including any participation in a pretrialdiversion program or similar program.Undertaking toRepay Legal ExpensesIf you expect to pay legal expensesto defend yourself in a civil orcriminal action, suit or proceedingarising from your service as anofficer, director or employee of Citi,you may ask Citi to provide counselto represent you. If managementdetermines, based on governingdocuments and applicable law, thatyou are entitled to representation,and for any reason a Citi-designatedattorney cannot represent you(for example, if there is a conflictof interest), Citi will advance feesand expenses for outside counselhired to represent you. By makingthe request, you agree that you willrepay all these expenses to Citi if itis ultimately determined that youare not entitled to indemnification.The determination of whether youwere entitled to indemnification willbe made by the board of directorsof the Citi entity that advanced theexpenses.Compensation Plans,Programs and ArrangementsAs part of its commitment to strong risk management practices, Citi seeksto recognize employees who demonstrate sound judgment and proactivelymanage risk in their daily business. Therefore, Citi’s performance managementprocess takes into account employees’ commitment to risk measureswhen determining compensation. This assessment will apply in particularto Citi employees who are covered by any applicable bank regulatoryguidance. For more information, see the Citi Compensation Philosophy athttp://www.citigroup.com/citi/investor/data/comp_phil_policy.pdf.29

Conflictsof InterestOur reputation for excellence is a key competitive advantage and we must never do anythingto put that reputation at risk. You must be sensitive to any activities, interests or relationshipsthat might interfere with, or even appear to interfere with, your ability to act in the bestinterests of Citi and our clients. The sections below describe some of the areas in whichreal or perceived conflicts of interest may arise. Because it is impossible to describe everypotential conflict, Citi necessarily relies on your commitment to exercise sound judgment, toseek advice when appropriate, to disclose activities as required by policy and to adhere to thehighest ethical standards. Various businesses and legal entities have specific policies regardingpotential conflicts of interest. Moreover, additional rules are applicable to certain directors andsenior executives. You are responsible for knowing and complying with the relevant policiesapplicable to you. If you have questions, please consult your business and legal entity’s specificpolicy or your compliance officer for further guidance.If you have any questions about theappropriateness of accepting or providing agift, invitation, raffle or other prize, you shouldconsult your manager and/or your complianceofficer prior to participation or acceptance.

Gifts and EntertainmentAccepting Gifts and EntertainmentIn general, you may not accept gifts or the conveyanceof anything of value (including entertainment)from current or prospective Citi clients, suppliersor distributors. You may never accept a gift undercircumstances in which it could even appear to othersthat your business judgment may be compromised.Similarly, you may not accept or allow a close familymember to accept gifts, services, loans or preferentialtreatment from anyone—clients, suppliers, distributors orothers—in exchange for a past, current or future businessrelationship with Citi.Cash gifts or their equivalent (e.g., gift cardsor vouchers) may not be accepted under anycircumstances. Noncash gifts may be accepted whenpermitted under applicable law if they are (1) nominalin value (i.e., less than or equal to USD 100); (2)appropriate, customary and reasonable meals andentertainment at which the provider is present, such asan occasional business meal or sporting event; or (3)appropriate, customary and reasonable gifts based onfamily or personal relationships, and clearly not meantto influence Citi business.Suppliers, distributors or clients occasionally sponsorevents where raffles or prizes are awarded to attendees.The criteria for selecting winners and the value of theseprizes can vary greatly, and could raise the appearanceof impropriety. Check the requirements of your specificbusiness, legal entity and region with regard to theseevents and comply with any applicable restrictions.In certain situations, it may be appropriate to accept agift and place it on display at Citi, or donate the item toa charity in the name of Citi or make a donation in cashin an amount equal to the gift’s “fair-market value.” Suchgifts must be disclosed and reported. Consult with yourcompliance officer and the requirements of your specificbusiness and legal entity for further guidance.Some Citi businesses, regions and legal entities haveprocedures which may be more restrictive and/or requireadditional reports or approvals. You are responsiblefor complying with the procedures that are applicableto you. You must report gifts in accordance with anyprocedures your business, legal entity and region hasregarding gift reporting. If you work in a corporatefunction, or are not otherwise subject to specificbusiness and legal entity procedures, all gifts, otherthan the exceptions noted in (1) – (3) above, must bereported in writing to your manager with a copy toglobalcompliance@citi.com.If you have any questions about the appropriatenessof accepting a gift, invitation, raffle or other prize, youshould discuss the matter with your manager and yourcompliance officer prior to participation or acceptance.Giving Gifts and Providing EntertainmentIn certain circumstances, the giving of gifts andentertainment may be seen by others as a conflictof interest or, in extreme cases, bribery. If giving anygift or entertainment could be seen as considerationfor corporate or government business or for anygovernmental favor, you must not give the gift or providethe entertainment. Appropriate gifts and entertainmentmay be offered to clients, by persons authorized to doso, subject to the procedures applicable to your business,legal entity or region.Some Citi businesses, legal entities and regions haveprocedures which may be more restrictive and/or requireadditional reports or approvals.The ability to provide gifts or entertainment togovernment officials is severely limited by both Citipolicies and law. Many countries, states and localjurisdictions, including the United States, have lawsrestricting gifts and entertainment (e.g., meals,entertainment, transportation, lodging or otherthings of value) that may be provided to governmentofficials. Many government entities also have rulesprohibiting their representatives from accepting giftsand entertainment. In addition, you may be required toreport, in advance, participation of government officialsin Citi events. It is your responsibility to become familiarwith gift and entertainment restrictions applicable toyou and to comply with all pre-approval and reportingrequirements.For more information, see the Gifts and EntertainmentPolicy, the Citi Expense Management Policy, thePolicy on Legislative Lobbying and Corporate PoliticalContributions Involving Non-U.S. Government Officials,the Policy on Activities Involving U.S. Public Officials andthe Anti-Bribery and Corruption Policy, each of whichcan be found at http://policies.citigroup.net/.31

Political Activities and ContributionsAs an individual citizen, you mayhave an interest in the governmentalprocess or in influencing ordeveloping relationships with publicofficials. However, participating insuch governmental processes atthe international, national, federal,state or local level may raise legalimplications and liability for Citi.Depending on the jurisdiction, thismay be the case even if you areacting in a personal capacity and notas a representative of Citi.There are a variety of laws thatregulate political activities of Citi,including its employees and otherrepresentatives. Any unauthorizedpolitical activity by you could resultin a legal violation, a civil or criminalpenalty, a ban on doing businessand/or reputational risk for Citi.Political activity includes:1) Making corporate politicalcontributions, or soliciting politicalcontributions, or using Citi fundsor resources (such as facilities orpersonnel), or volunteering personalservices during company time onbehalf of a candidate campaigningfor public office, a political partycommittee or a political committee;2) Lobbying or engaging in anyoutreach to public officials, whetherdirectly or through third parties,including attempts to influencelegislation and, depending onthe jurisdiction, may also includeattempts to influence agencyrulemaking or the awarding ofgovernment contracts; or3) Seeking, accepting or holdingany political office associatedwith a government, including anygovernment board, commission orother similar organization.To avoid any legal violation by Citiand to ensure proper regulatorydisclosures are filed for Citi and/or its employees, the politicalactivities described above requirepre-approval by the country ChiefExecutive Officer/Chief CountryOfficer (or his/her designee),Country or Regional ComplianceOfficer and Citi’s Global GovernmentAffairs Office (“GGA”), unless youare otherwise subject to a morerestrictive policy for your businessor legal entity. Since makingpersonal political contributions tocandidates holding or running for agovernment office may also requirepre-approval in certain jurisdictions,please consult your business andlegal entity’s specific policy, theGGA or your compliance officer forfurther guidance.GGA represents all Citi businesseswhen it comes to influencinglegislation or rulemaking. Underno circumstance should a non-GGAemployee represent himself orherself as a government relationsrepresentative, or include agovernment relations title on his/herCiti letterhead or business card.For more information, please seethe Citi Global Government Affairswebsite at www.citigroup.net/govrel,the Policy on Activities Involving U.S.Public Officials and the Policy onLegislative Lobbying and CorporatePolitical Contributions InvolvingNon-U.S. Government Officials athttp://policies.citigroup.net/.Charitable ContributionsCiti is committed to good corporate citizenship and playsa strong role in supporting the communities in whichwe do business. Charitable contributions funded by Citishould support Citi’s philanthropic objectives and shouldbe allocated across a variety of charitable institutions.To prevent dealings with inappropriate charitableorganizations (e.g., those funding terrorism or engagingin money laundering, fraud or other criminal activity),you must follow the Citi Global Anti-Money Laundering(“AML”) Grantmaking and Charitable Giving DueDiligence Procedures contained in the Citi CharitableContributions Policy and Standards at http://policies.citigroup.net/.in order to influence a business decision (no “quid proquo”) or be made for the benefit of any one individual.Citi’s workplace should be free from outside influences.Individual giving to charitable organizations shouldbe confidential, purely voluntary, have no impact onemployment or compensation decisions and be incompliance with all nonsolicitation policies.Approvers of charitable contributions should review suchrequests to ensure they do not create the appearance ofa conflict or impropriety and that they comply with thepre-approval requirements contained in the policy.32Charitable contributions may not be given by Citi orrequested by an employee, client, supplier, governmentofficial, or other business partner as a condition of orFor more information, see the Citi CharitableContributions Policy and Standards at http://policies.citigroup.net/.

Outside Business ActivitiesWhen a Citi employee serves as a director of anunaffiliated, publicly traded for-profit company listed inany country or jurisdiction (an “Outside Directorship”),there is a risk of liability for the individual as a director,as well as the risk that he or she will be required tospend large amounts of time tending to the affairs of thepublic company, thereby interfering with the employee’sresponsibilities at Citi. For these and other reasons, Citistrongly discourages full-time employees from seekingor accepting outside directorships with publicly tradedfor-profit companies.Q: Can I start my ownbusiness (or join anexisting business) whileI am employed at Citi?All Citi Employees must disclose, and receive thenecessary approvals prior to participating in, thefollowing activities:1) Directorships and Committee Memberships of publiclytraded, for-profit companies;2) Directorships and Committee Memberships ofprivately held, for-profit companies;3) Directorships and Committee Membershipsof not-for-profit entities which either pose aperceived conflict of interest or involve service onan Audit, Finance or Investment Committee;4) Running for public office, accepting anappointment with a governmental entity or anyother affiliation with a governmental or quasigovernmentalentity;A: Perhaps. As a Citi employee, you mustbe sensitive to any activities, interests orrelationships that might interfere with,or even appear to interfere with, yourability to act in the best interests of Citiand our clients. Many activities requirevarious levels of review before you mayparticipate, dependent upon a number offactors, including the nature of the activity,the business in which you work, and yourjob responsibilities. Therefore, you firstneed to consult with your manager andcompliance officer in order to determineany necessary approvals.5) Any other outside business activity, includingnot-for-profit activities, where a real or perceivedconflict of interest exists or could exist.You are also required to comply with anyapplicable laws, regulations and business and legalentity policies. You are responsible for identifyingand raising any such activity or relationship thatmay pose an apparent or potential conflict ofinterest and to evaluate with your manager andyour compliance officer the possible conflicts thatcould result.For more information, see the Citi OutsideDirectorships and Business Interests Policy athttp://policies.citigroup.net/.Employment of RelativesEmployment of immediate family members or other relatives of Citi employees, whether on a full-time, part-time, ortemporary basis, can create actual or perceived conflicts of interest. Accordingly, Citi’s policies may restrict the hiringof certain immediate family members and relatives.Employment of individuals who are related to a government official may be subject to additional restrictions.For more information, see the Citi Global Employment of Relatives Policy and Anti-Bribery and Corruption Policy athttp://policies.citigroup.net/.33

CorporateOpportunitiesYou owe a duty to Citi to advanceits legitimate interests when theopportunity to do so arises. Youmay not take for yourself a potentialcorporate opportunity that isdiscovered in the course of yourCiti employment or representationor through the use of corporateproperty, information or position,nor may you compete against Citi.Q: Who can I contact if somethingseems unethical, discriminatoryor improper to me?A: Raising your concern is always the right thing todo. Citi prohibits retaliatory action against anyonefor raising concerns in good faith. If you reasonablysuspect or become aware of a possible violationof a law, regulation, Citi policy or ethical standard,or if you have any questions regarding the bestcourse of action in a particular situation, Citi urgesyou to speak to any of the contacts listed in thisCode or, if you are uncomfortable raising yourconcerns with the contacts listed, to contact theEthics Office.Personal Business DealingsRelated PartyBusinessDealingsYou must notify your managerof any business relationship orproposed business transaction Citimay have with any company in whichyou or a related party has a director indirect interest or from whichyou or a related party may derive abenefit, or where a related party isemployed, if such a relationship ortransaction might give rise to theappearance of a conflict of interest(for example, if you or a familymember owns or controls propertyof significant value that Citi is eitherpurchasing or leasing).This requirement generally does notapply if the interest exists solely asa result of your ownership of lessthan 1% of the outstanding publiclytraded equity securities of suchcompany. It also excludes a businessrelationship consisting solely of theprovision of a Citi service or product,such as a deposit, loan, brokerageaccount or credit card that istypically offered to other parties onthe same terms.Additional rules regarding preapprovalsmay be applicableto certain directors and seniorexecutives. For more information,please see the Citi Policy on RelatedParty Transactions at http://policies.citigroup.net/.Citi personnel and their families are encouraged to use Citi for their personal financial services needs. Such services,however, are to be provided on the same terms that they are provided to all other similarly situated persons. Anynon-standard business arrangements between Citi personnel and Citi must be pre-approved by your senior businessmanager and your compliance officer. Similarly, you should not receive preferential treatment from suppliers,distributors or clients without pre-approval from your senior business manager and your compliance officer, unlesssuch preferential treatment is available on the same terms to all similarly situated persons. Certain executives aresubject to disclosure requirements and limitations on lending relationships with Citi. For more information, pleasesee the Insider Lending Policy at http://policies.citigroup.net/.34

ConclusionWe at Citi aspire to the highest standards of ethical and professionalconduct—working to earn and maintain our clients’ trust, day in andday out. Through our decisions and actions, we demonstrate ourcommitment to this Code of Conduct and to deliver value to ourclients, our people, our stakeholders and our communities. This Codehighlights the key policies you need to follow. As a member of theCiti global community, you are responsible for putting this Code intopractice.In addition to this Code, you can obtain additional information fromthe individual policies that apply to you located on the Citi PolicyDirectory website at http://policies.citigroup.net/; or by consultingyour manager or another member of management, human resourcesor labor relations representative, internal legal counsel, complianceofficer, the Citi Ethics Office, your business website, or any of theresources listed in this Code.

Useful Addressesand Telephone NumbersBusiness Practices601 Lexington Avenue, 19th FloorNew York, NY 10022212-793-7601Global Anti-Money Laundering1 Court Square, 8th FloorLong Island City, NY 11101718-248-3592Citi Security & InvestigativeServices (CSIS)399 Park Avenue, 3rd FloorNew York, NY 10043212-793-9503Corporate Secretary601 Lexington Avenue, 19th FloorNew York, NY 10022212-793-7396Global Compliance399 Park Avenue, 2nd FloorNew York, NY 10043212-793-1610Global Government Affairs (GGA)1101 Pennsylvania Ave. NW,Suite 1000Washington, DC 20004202-879-6862Corporate Sustainability388 Greenwich Street, 32nd FloorNew York, NY 10013212-816-6464Global Public Affairs399 Park Avenue, 3rd FloorNew York, NY 10043212-793-0710Environmental & Social RiskManagement (ESRM)388 Greenwich Street, 23rd FloorNew York, NY 10013212-816-4956General Counsel399 Park Avenue, 2nd FloorNew York, NY 10043212-793-1300Internal Audit (IA)399 Park Avenue, 2nd FloorNew York, NY 10043212-793-2641Investor Relations399 Park Avenue, 2nd FloorNew York, NY 10043212-559-271836

Citi Ethics HotlineCalls Within the United States866 ETHIC 99 (866-384-4299)Calls Outside the United StatesDial Country Access Code and 866-384-4299Or call 212-559-5842 (direct or collect)E-mail:ethicsconcern@citi.comWebsite submission at:http://www.citigroup.com/citi/investor/ethics_hotline.htmlMail: Citi Ethics OfficeOne Court SquareLong Island City, NY 11101U.S.A.Fax: 212-793-1347Available 24 hours a day, seven days a week.All contacts are confidential to the extent possible.For a complete list of Country Access Codes for theCiti Ethics Hotline, see the Ethics Hotline website athttp://www.citigroup.net/ethicshotline/

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