Alpha Polaris (a 2010

Alpha Polaris (a 2010 - 03)

Overview

Alpha POLARIS is a five and a half year product that offers Investors the potential for capital growth linked to the best performing Asset contained in the selected Asset Portfolio. There are four Asset Portfolios and each will contain two Assets, one of which has a specific allocation to either an equities or a commodities index whilst the other is the PIMCO Total Return Bond Fund. The product will also offer investors the safety of 100% capital protection when held to maturity*.

Indicative Terms

Issue Date: 29 October 2010
Maturity: 29 April 2016
Currency: AUD
Capital Protection at Maturity
Type: Deferred Purchase Agreement

Arranger:	Alpha Structured Investments Pty Limited
Issuer:	Citigroup Global Markets Australia Pty Limited
Guarantor:	Citigroup Inc.
Investment:	Alpha POLARIS is an agreement between the Investor and the Issuer governed by the Terms.
Initial Offer Opening Date:	10 September 2010 at 9:00 am (Sydney time)
Initial Offer Closing Date:	22 October 2010 at 5:00 pm (Sydney time)
Issue Date:	29 October 2010
Term:	5.5 years
Maturity Date:	29 April 2016
Denomination:	Australian dollars (“AUD”)
Issue Price:	AUD 1.00 per Unit
Initial Offer Period:	The period during which Investors can invest in Alpha POLARIS before the Issue Date. The Initial Offer Period opens on the Initial Offer Opening Date and expires on the Initial Offer Closing Date. During the Initial Offer Period, Units will be issued at the Issue Price.
General Offer Period:	The period during which Investors can invest in Alpha POLARIS after the Issue Date. Any such Investment will be for the balance of the relevant Term so that it expires on the same Maturity Date as all other Investments. The General Offer Period is 1 November 2010 to 15 March 2016. During the General Offer Period, Units will be issued at the Purchase Price per Unit. Note that the Purchase Price per Unit may not be the same as the Issue Price.]Also, during the General Offer Period, Applications will be processed on a weekly basis or such other timing determined by the Issuer in its discretion in consultation with the Arranger. If you are an AFSL holder, please contact Alpha to obtain the details for the processing of Applications during the General Offer Period. If you are not an AFSL holder, please contact Citi to obtain the details for the processing of Applications during the General Offer Period. The General Offer Period may include dates where Citigroup Inc. may have earnings releases and potential corporate actions that may adversely affect the credit quality of Alpha POLARIS. By investing in Alpha POLARIS, the Investor acknowledges the above. For more details, please refer to Section 4 of this PDS.
Purchase Price per Unit:	The market price of Units determined by the Issuer at the time of the issue of Units on the Purchase Date. Note that the Purchase Price per Unit may not be the same as the Issue Price. The prevailing Purchase Price per Unit before the Purchase Date will be available from the Issuer or your licensed Financial Adviser. Potential Investors should not make an investment decision without considering the prevailing Purchase Price per Unit.
Purchase Date:	A date in any given week during the General Offer Period in which the Issuer receives cleared funds from the Investor and on which the Issuer issues Units.
Investment Amount:	The total amount paid in respect of an Investment by the Investor to the Issuer by the Initial Offer Closing Date (if the Investment in Alpha POLARIS is entered into during the Initial Offer Period) or the Purchase Date (if the Investment in Alpha POLARIS is entered into during the General Offer Period).
Total Amount:	The aggregate of the Investment Amount and the Financial Adviser Fee (or, if the Financial Adviser waives the Financial Adviser Fee, the Total Amount is the Investment Amount).
Minimum Investment Amount:	AUD 20,000 relating to an Application for one Asset Portfolio and multiples of AUD 5,000 thereafter. If an Application relates to more than one Asset Portfolio, then the Minimum Investment Amount for each Asset Portfolio is AUD 10,000, with multiples of AUD 5,000 per Asset Portfolio thereafter.
Capital Protection:	The value of each Unit on the Maturity Date will be no less than the Issue Price provided that Early Maturity does not occur (subject to certain restrictions as described in Section 4). Investors should be aware that if they are applying for Alpha POLARIS during the General Offer Period, the Purchase Price per Unit may not equal the Issue Price. Accordingly, if Investors acquire their Investment during the General Offer Period at a time when the Purchase Price per Unit is greater* than the Issue Price, they may incur a loss (or make a lower return) compared with Investors who acquire Units during the Initial Offer Period at the Issue Price. Alternatively, if Investors acquire their Investment during the General Offer Period at a time when the Purchase Price per Unit is less than that Issue Price, they may incur a gain (or make a greater return) compared with Investors who acquire Units during the General Offer Period. For more details, please refer to Section 4 of the PDS.
Asset Portfolio:	Asset Portfolio	Asset 1	Asset 2
	A	PIMCO Total Return Bond Fund (Bloomberg: PTRBDFE <Index>)	S&P ASX 200 Price Index (Bloomberg: AS51 <Index>)
	B	PIMCO Total Return Bond Fund (Bloomberg: PTRBDFE <Index>)	S&P BRIC 40 (USA) CME (Bloomberg: SBR <Index>)
	C	PIMCO Total Return Bond Fund (Bloomberg: PTRBDFE <Index>)	Hang Seng China Enterprises Index (Bloomberg: HSCEI <Index>)
	D	PIMCO Total Return Bond Fund (Bloomberg: PTRBDFE <Index>)	SPDR Gold Trust (Bloomberg: GLD UP <Index>)
	Investors must select at least one out of four available “Asset Portfolios”. Once selected, the “Asset Portfolio” (or, if more than one is selected, the “Asset Portfolios”) cannot be changed by an Investor and, subject to the terms of this PDS, will remain the same for the term of Investment. Each “Asset Portfolio” comprises two “Assets”. If an Investor selects one “Asset Portfolio”, then that Asset Portfolio shall be the “Asset Portfolio” for the purposes of this PDS. The two assets in the selected Asset Portfolio will be the “Assets” for the purposes of this PDS. If an Investor selects more than one “Asset Portfolio”, then each selected “Asset Portfolio” shall be an “Asset Portfolio” for the purposes of this PDS. Each Asset in each selected References Asset Portfolio will be an “Asset” for the purposes of this PDS. Investors should note that the risks associated with each Asset Portfolio are different. Assets that comprise each Asset Portfolio do not carry the same degree of risk. Investors should assess whether the risks associated with each Asset Portfolio are appropriate for them.
Initial Level:	The Official Closing Level of an Asset on the Issue Date.
Reference Level:	The Official Closing Level of an Asset on the date it is observed.
Asset Charge:	Calculation of the performance of each Asset is reduced by 2% p.a. calculated on a monthly basis (equivalent to 0.1667% per month), regardless of whether or not the monthly performance has been positive or negative. Investors should refer to Section 1 for more information on how the Asset Charge works and the benefits that it provides.
Adjusted Asset Value:	The overall performance of each Asset throughout the term of the Investment. In respect of each Asset: Adjusted Asset Value(t) = Adjusted Asset Value(t-1) x [Reference Level(t) / Reference Level(t-1) – Asset Charge] where ‘t’ represents months since Issue Date Adjusted Asset Value(t=0) = 100% Reference Level(t=0) = Initial Level t=0 is the Issue Date The Adjusted Asset Value is calculated on the last Business Day of each month to account for the monthly Asset Charge. Investors should refer to Section 1 for more information on how the Adjusted Asset Value operates.
Best Performing Asset:	If one Asset Portfolio is selected, the ‘Best Performing Asset’ is the Asset with the highest Adjusted Asset Value within that Asset Portfolio. If multiple Asset Portfolios are selected, the Best Performing Asset within each Asset Portfolio is the Asset with the highest Adjusted Asset Value within that Asset Portfolio. Potential returns in Alpha POLARIS are linked to the Best Performing Asset of each Asset Portfolio. Hence, if Investors invest in multiple Assets Portfolios, they should be aware that their exposure is not based on the average performance of Best Performing Assets in their selected Asset Portfolios. Accordingly, the negative performance of one Best Performing Reference Asset will not be offset by the positive performance of another Best Performing Asset.
Cap Level:	The Cap Level is to be determined by the Issuer on the Issue Date and notified to the Investor after the Issue Date or Purchase Date (as applicable). By way of example, if the Units had been issued on 13 October 2010, the Cap Level for each respective Asset Portfolio would have been: Asset Portfolio B: 160% Asset Portfolio C: 170% Asset Portfolio D: 175% The actual Cap Level may, however, be different if there is a significant change in the factors that affect the Cap Level. Please refer to the section “What factors affect the Cap Level?” on page 10 for further details. No Cap Level will apply to Asset Portfolio A.
Final Value per Unit:	The Final Value per Unit on the Maturity Date is calculated as follows: Asset Portfolio A Final Value per Unit = Issue Price x Max [100%, Adjusted Asset Value of the Best Performing Asset at the Maturity Date] Asset Portfolios B, C and D Final Value per Unit = Issue Price x Min [Cap Level, Max (100%,Adjusted Asset Value of the Best Performing Asset at the Maturity Date] Investors should refer to Section 1 for more information on how the Final Value per Unit is calculated.
Delivery Asset:	Ordinary shares in Commonwealth Bank of Australia (“CBA”) (an ASX quoted share, ASX code: CBA).
Risks:	Alpha POLARIS is subject to investment risks, including the possible loss of the Investment Amount if Early Maturity occurs, and possible delays in payment. Investors should be aware of the possibility that Alpha POLARIS will not generate a return. For information regarding the risks associated with Alpha POLARIS, please refer to Section 4 of this PDS.
Fees:	Arranger Fee – An upfront fee payable by the Issuer to the Arranger of up to 2.20% (including GST if applicable) of the Investment Amount. This fee is payable by the Issuer out of its own funds and is not an additional cost to the Applicant. Financial Adviser Fee – An upfront fee of either 0%, 1.10%, or 2.20% (including GST if applicable) payable by the Investor when making an Application. This fee is payable to the Issuer who collects it and pays it to the Fnancial Adviser. This fee may be waived by your Fnancial Adviser by indicating this in the appropriate section of the Application Form. If this occurs, an amount equal to the Financial Adviser Fee will be credited to the Investor in the form of extra Units. Please tick the appropriate box where indicated in the Application Form if your Financial Adviser wishes to waive this fee. In addition to the Financial Adviser Fee, there may be fees or commissions payable by the Iinvestor to their broker or financial adviser in respect of Units issued at the Purchase Price per Unit. These fees are not charged by the Issuer. Arranger Trail Fee – A trail fee payable quarterly in arrears throughout the term of Investment, by the Issuer to the Arranger, of up to 1.10% (including GST if applicable) of the Investment Amount. These fees are payable by the Issuer out of its own funds and are not an additional cost to the Applicant, nor are they deducted from the Investment Amount. For information on what fees and commissions are payable in connection with an investment in Alpha POLARIS, please refer to Section 6 of the PDS.

^*Capital Protection only applies to Investments held at Maturity provided that Early Maturity does not occur. If Investors acquire their Investment during the General Offer Period at a time when the Purchase Price per Unit is greater than the Issue Price per Unit, they may incur a loss (or make a lower return) compared with Investors who acquire units during the Initial Offer Period at the Issue Price per Unit. Capital Protection safeguards Alpha POLARIS from market risks but is subject to the credit worthiness of Citigroup Global Markets Australia Pty Limited and Citigroup Inc. For more details, please refer to Section 4 of this PDS

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For further information on structured financial products contact the Citigroup Structured Products Service Centre.


Phone	:	1300 30 70 70.
Email	:	citifirst.au@citi.com
Mail	:	GPO Box 557 Sydney NSW 2001

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