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In consideration of Citibank N.A. or any of its affiliates (“Citi”) agreeing to enter into over-the-counter (“OTC”) foreign currency contracts and transactions with you, you acknowledge, understand and agree that:
Trading Is Speculative and Involves a High Degree of Risk. Trading in OTC foreign currency contracts is speculative and involves a high degree of risk and may not be suitable for many members of the public. In particular, because your foreign currency trading will be conducted by use of Margin (as defined in the Foreign Currency Access and Trading Agreement) (which covers only a small percentage of the value of the foreign currency traded), price changes in OTC foreign currency contracts may result in significant losses, which losses may under some circumstances substantially exceed the funds you may transfer to Citi as Margin Funds (as defined in the Foreign Currency Access and Trading Agreement) and any additional funds transferred to Citi to maintain your foreign currency contracts and transactions. Therefore, foreign currency contracts and transactions are appropriate only for persons that (a) understand and are willing to assume the economic, legal and other risks involved in such transactions, and (b) are financially able to withstand losses significantly in excess of their initial Margin Funds and any additional funds transferred to Citi to maintain their foreign currency contracts and transactions.
Currency Risks. Foreign currencies represent the legal tender of one or more foreign nations and normally are not linked to any intrinsically valuable commodity (such as precious metals). Any transaction involving foreign currencies, including OTC foreign currency contracts, involves risks not common to investments denominated entirely in a person’s domestic currency. Such enhanced risks include (but are not limited to) the risks of political or economic policy changes in a foreign nation and foreign exchange controls imposed by government and monetary authorities which may substantially and permanently alter the conditions, terms, marketability or price of a foreign currency, the Margin Funds that have been transferred and the Margin required from you. The profit or loss in transactions in foreign currency-denominated contracts (whether they are traded in your own or another jurisdiction) will also be affected by fluctuations in currency rates where there is a need to convert from the currency denomination of the contract to another currency.
Legal Risks.Trading in OTC foreign currency contracts is subject to laws and regulations, review and/or regulation by certain government agencies and regulatory authorities. CitiFx Pro is only intended for use by investors located in countries where such use does not constitute a violation of applicable laws, legislation or regulations. None of the products and services on CitiFx Pro are available to investors residing in countries where the provision of such products and services would constitute a violation of applicable laws, legislation or regulations. It is your sole responsibility to utilize any product and service on CitiFx Pro in full compliance with all applicable laws, legislation and regulations. You should consult your legal advisors to determine whether and to what extent you may enter into OTC foreign currency contracts via CitiFx Pro.
You represent that, by utilizing any product or service on CitiFx Pro, you have complied, and will continue to comply, with the requirements and/or restrictions detailed in the Foreign Currency Access and Trading Agreement (and in particular the relevant Country Annex). Where such representation is incorrect, Citi would be entitled to exercise certain rights under the Foreign Currency Access and Trading Agreement and such rights include but are not limited to the right to close-out and terminate any foreign currency contracts entered into by you, and to sell, realize or liquidate any property transferred to Citi as Margin or otherwise, as well as terminate your access to CitiFx Pro without further notice to or consent from you and at the sole and absolute discretion of Citi.
No assurance can be given as to the impact of any judicial decision, change in laws, regulations, policies, guidelines or administrative practice on your ability to trade in OTC foreign currency contracts, your existing foreign currency contracts and transactions and the Margin Funds transferred to Citi or on the foreign currency prices or rates in respect of, and/or value of, your open foreign currency contracts and transactions and/or Margin. Any such change in any relevant jurisdiction may restrict your ability to trade in foreign currency contracts and transactions, and/or adversely affect the terms and conditions of any foreign currency contracts and transactions, the Margin Funds that have been transferred and the Margin required from you.
Effect of Spreads and Interest Charges. Prices quoted to you by Citi will include a spread, mark-up, or mark-down when compared to prices that Citi may receive or expect to receive in covering its transactions with you in the interbank market or with another party. While dealing spreads are common in the foreign exchange markets, the total impact of spreads may be significant in relation to the size of the Margin you post and may make it more difficult for you to realize a profit from your trading. In addition, in connection with the automatic rollover of spot foreign exchange transactions that you do not close out, Citi may impose an interest charge. You should carefully consider the effect of such interest charges along with spreads, mark-ups, or mark-downs on your ability to profit from trading.
Risk Reducing Orders or Strategies. The placing of certain orders (e.g., ‘stop-loss’ or ‘stop-limit’ orders) that are intended to limit losses to certain amounts may not always be effective because market conditions or technological limitations may make it impossible to execute such orders or may result in substantial losses being incurred upon execution of such orders.
Obligation to Maintain Required Margin. Citi’s margin policies require you to maintain at all times such Margin as Citi, in its sole discretion, may from time to time request. Citi will exercise considerable discretion in setting and collecting Margin. Without limiting the foregoing, you understand that, if the amount of Margin Funds credited in respect of your Account (as defined in the Foreign Currency Access and Trading Agreement) falls below the maintenance Margin level established by Citi for trading on CitiFX Pro (which will be specified as a percentage of your initial Margin requirement in regard to each currency pair available for trading), Citi will call for additional Margin Funds to be transferred to it in respect of the Account. Citi may call for additional Margin Funds at short notice; unless otherwise specified by Citi, you will be required to meet the Margin call no later than the close of business on the day such request is received.
You should be aware that you may not be entitled to an extension of time when a Margin call is made. From time to time political, economic, market and/or other conditions or factors may arise or persist that may, directly or indirectly, lead to a rapid and/or significant change in the foreign currency prices or rates in respect of, and/or value of, your open foreign currency contracts and transactions and/or Margin, with the immediate or eventual effect that the value of the Margin Funds with respect to your open foreign currency contracts and transactions may be or may rapidly become insufficient, and that in spite of any communications(s) from Citi to you concerning the Margin status of your Account and your open foreign currency contracts and transactions, circumstances (including, without limitation, any market disruption or suspension or illiquidity, the time and/or date on which such rapid and/or significant changes occur to or affect your open foreign currency contracts and transactions, and the time and/or date on which you receive any such communication(s) from Citi) may not provide you with the opportunity to transfer any further Margin Funds before any and/or all of your open foreign currency contracts and transactions are closed out by Citi. If you fail to provide additional Margin Funds within the time required by Citi or if your Account is at any time under-margined, Citi may, without your consent and without further notice to you, close out any and/or all of your open foreign currency contracts and transactions and you will be responsible for all Losses (as defined in the Foreign Currency Access and Trading Agreement) resulting from such liquidation.
Margin Transfers. All funds you transfer for Margin will be held by Citi with the funds of other CitiFX Pro customers. Full ownership in all cash transferred by you will pass to Citi upon receipt by Citi of the cash and you will not retain any right, title or interest to such cash. All benefits associated with such omnibus accounts, including any interest accruing on the funds held therein, will be retained exclusively by, and be for the account of, Citi. Margin Funds transferred to Citi to support your foreign currency trading activities do not currently benefit from protection under the Deposit Protection Scheme in Hong Kong. Such Margin Funds will also not benefit from protection under the Deposit Insurance Act, Chapter 77A of Singapore. Margin Funds transferred to an account of Citi in the United Kingdom do not currently benefit from protection under the Financial Services Compensation Scheme or any other deposit protection or guarantee scheme in operation in the United Kingdom.
Prices and Valuations Are Set By Citi and May Be Different from Prices Reported Elsewhere. Citi will provide prices to be used in trading and valuing your foreign currency contracts and transactions. Although Citi expects that these prices will be reasonably related to prices available in the interbank market, prices reported by Citi may vary from prices available to other participants in the interbank market. Citi is authorized to convert funds in your Account for Margin purposes into and from such foreign currency at a rate of exchange determined by Citi, in its sole discretion.
One Click Trading. The electronic system that Citi is making available for your use for trading foreign currencies (“CitiFX Pro”) provides for transmission of your order once you enter the notional amount and click “Buy/Sell” with no ability to then re-confirm or alter the terms of your order. There is no “second look” before transmission, and market orders cannot be cancelled by you after transmission. This feature may be different from other trading systems. By using CitiFX Pro, you agree to the one-click system and accept the risk of this one-click transmission feature.
Electronic Trading. Trading in OTC foreign currency contracts through the CitiFX Pro system may differ from trading on other electronic trading systems as well as from trading in a conventional or open market. Counterparties that trade on an electronic trading system are exposed to risks associated with the system including but not limited to the failure of hardware and software and system downtime, with respect to CitiFX Pro, an individual counterparty’s system(s), and the communications infrastructure (including, without limitation, the Internet), connecting CitiFX Pro with Citi’s counterparties. As a result of any system failure or other interruption, orders either may not be executed according to your instructions or may not be executed at all, or you may not be able to place or change orders or view your foreign currency contracts and transactions, trading positions or market data. Citi will not be liable for any such failure of hardware or software, system downtime or communications interruption. Further, Citi does not warrant that it (or any counterparty) will be able to maintain a continuous and uninterrupted link with the Internet and will have no liability for any such failure. Some or all of the essential components of the CitiFX Pro system may be provided or supported by one or more third parties under contract with Citi, and the operation of CitiFX Pro may be dependent on such third parties. You understand that there are limits on Citi’s or such third parties’ liability to you as set out in the Foreign Currency Access and Trading Agreement and you should familiarize yourself with such limits.
Citi as Principal. Citi acts as the counterparty to all foreign currency contracts executed through CitiFX Pro. Citi is not required to continue to make markets in foreign currency and may refuse to accept any order for any or no reason, including but not limited to your failure to have sufficient Margin Funds maintained with Citi to margin your foreign currency contracts and transactions, market volatility and illiquidity in the related interbank foreign currency market. In particular, during periods of market volatility, it may be difficult or impossible to close out an existing foreign currency contract or transaction, to assess the value of open foreign currency contracts and transactions, to determine a fair price or to assess the exposure to risk. Market conditions (e.g. illiquidity) or the operation of the rules of certain markets or certain currency pairs may also increase the risk of loss by making it difficult or impossible to effect transactions or close out/offset foreign currency contracts and transactions. For these reasons, transactions in foreign currency involve increased risks.
No Guarantee of Payment. Foreign currency trading with Citi is not conducted on a regulated market or exchange. There is no clearing house and no guarantee by any other party of Citi’s payment obligations to you. You must look only to Citi for performance on all foreign currency contracts in your Account and for return of any Margin. The insolvency of Citi or a default by Citi could cause you to lose the value of your Account and to suffer additional losses from open foreign currency contracts and transactions.
Citi is not an Advisor or a Fiduciary. Citi, in its sole discretion, may make available market information and/or market color via CitiFX Pro. Any such market information or market color does not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any foreign currency contracts, nor is it intended to be advice or a recommendation of any kind. Each decision by you to enter into a foreign currency contract or transaction with Citi and each decision whether a foreign currency contract or transaction is appropriate or proper for you is an independent decision by you. Citi is not acting as an advisor or serving as a fiduciary to you. You should obtain advice from your tax, financial, legal, and other advisors and only make trading decisions on the basis of your own objectives, experiences, evaluation, and resources. You agree that Citi has no fiduciary duty to you and no liability in connection therewith and is not responsible for any liabilities, claims, losses, damages, costs and expenses, including attorneys’ fees, incurred in connection with your use of market information or market color provided by Citi. If you receive research, market information, or any form of advice from Citi or any of its affiliates through means other than CitiFX Pro, it should not form the basis of your trading decisions implemented on or through CitiFX Pro.
Conflicts. You should assume that Citi may trade as a principal in foreign currencies and related financial instruments in various markets. Employees of Citi who make use of CitiFX Pro are subject to Citi’s internal policies and procedures applicable to executing transactions on their own accounts. Citi and its employees who trade foreign currency may have access to information that is not available to you, may have acquired trading foreign currency contracts and transactions at prices that are not available to you, and may have interests different from or adverse to your interests. In providing you with access to CitiFX Pro and entering into transactions with you, Citi and its employees do not undertake any obligation to provide you with market or other information they may possess, or to alter or refrain from their own trading.
Account Managers. In the event that you grant trading authority or control over your Account to a third party (“Account Manager”), whether on a discretionary or non-discretionary basis, Citi will in no way be responsible for reviewing your choice of such Account Manager or for making any recommendations with respect thereto. Citi makes no representations or warranties concerning any Account Manager; Citi will not be responsible for any loss to you occasioned by the actions of the Account Manager; and Citi does not, by implication or otherwise, endorse or approve of the operating methods of the Account Manager. If you give the Account Manager authority to exercise any of your rights over your Account, you do so at your risk. Although you grant authority to Account Manager, you should be diligent and closely scrutinize all account activity. Citi provides online Account access at http://www.citifxpro.com, whereby you may view your Account activity.
Quoting Errors. Should a quoting error occur due to a mistype of a quote or a misquote given by telephone and/or electronic means (including responses to your requests), Citi is not liable for any resulting errors in your Account and reserves the right to make necessary corrections or adjustments with respect to the Account involved. Any dispute arising from such quoting errors will be resolved on the basis of the fair market value, as determined by Citi, in its sole discretion, of the relevant foreign currency at the time such error occurred. In cases where the prevailing market represents prices different from the prices Citi has posted on our screen, Citi will endeavor to execute trades on or close to the prevailing market prices, if available, or at prices that Citi deems to be reasonable. These prices will be the prices that are ultimately reflected on the reports to you. This may or may not adversely affect your realized and unrealized gains and losses.
Transferred Cash and Property. You should familiarize yourself with the protection accorded to any money or other property which you transfer or deposit for domestic and foreign transactions, particularly in a firm’s insolvency or bankruptcy. The extent to which you may recover your money or property may be governed by specific legislation or local rules. In some jurisdictions, property which had been specifically identifiable as your own will be pro-rated in the same manner as cash for purposes of distribution in the event of a shortfall.
Terms and Conditions. It is important that you fully understand the terms and conditions of any transactions that you propose to undertake (e.g. the circumstances under which you may become obligated to make or take delivery of the underlying interest of a leveraged foreign exchange transaction), including the commissions, fees and other charges for which you will be liable. These charges will affect your net profit (if any) or increase your liabilities. You should therefore familiarize yourself with any agreement or confirmation that you may enter into with Citi. You must fully understand your rights and obligations under that agreement or confirmation, and carefully study the trading mechanism and understand the potential risks involved before you trade, and carefully consider whether such trading is appropriate for you in light of your experience, objectives, financial resources and relevant circumstances.
You will be notified of the confirmation via CitiFX Pro and you are deemed to have received the confirmation at the time it is made available on CitiFX Pro. You agree and acknowledge that the confirmation sets out the terms and conditions of the transactions that would be binding on you. In particular, you should be aware that your contracts and transactions with Citi shall not include the provision by Citi of financial advisory or fund management services. You should seek independent advice as to whether CitiFX Pro or any foreign currency contract or transaction is suitable for you in view of your specific experience, investment objectives, financial resources and situation, and particular needs.
This statement is a summary only of certain of, and does not disclose all, the risks and other significant aspects of trading in leveraged foreign exchange. In light of the risks of such activity, you should undertake such transactions only if you understand the nature of the contracts (and contractual relationships) into which you are entering and the nature of the risks and the extent of your exposure to the risks.