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Base Prospectus CITIGROUP FUNDING INC

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Base Prospectus CITIGROUP FUNDING INC Base Prospectus CITIGROUP FUNDING INC. (incorporated in Delaware) U.S.$30,000,000,000 Euro Medium Term Note and Certificate Programme unconditionally and irrevocably guaranteed by CITIGROUP INC. (incorporated in Delaware) Under the Euro Medium Term Note and Certificate Programme (the Programme) described in this Base Prospectus, Citigroup Funding Inc. (the Issuer) may from time to time issue notes (the Notes) and certificates (the Certificates and, together with the Notes, the Securities), subject to compliance with all relevant laws, regulations and directives. The aggregate principal amount of Notes outstanding will not at any time exceed U.S.$30,000,000,000 (or the equivalent in other currencies), subject to any increase described herein. The payment and delivery of all amounts due in respect of the Securities will be unconditionally and irrevocably guaranteed by Citigroup Inc. (the Guarantor). Unless the Final Terms in respect of any Notes specify that such Notes are guaranteed by the U.S. Federal Deposit Insurance Corporation (FDIC), such Notes will not be insured or guaranteed by FDIC or any other governmental agency or instrumentality. Each of the Issuer and the Guarantor has a right of substitution as set out in the Terms and Conditions of the Securities set out herein. Securities may be issued on a continuing basis to the Dealer specified under the "Summary of the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers) which appointment may be for a specific issue or on an ongoing basis. In relation to each issue of Securities the Dealer(s) will be specified in the applicable Final Terms. However, the Issuer reserves the right to sell Securities directly on its own behalf to other entities and to offer Securities in specified jurisdictions directly to the public through distributors, in accordance with all applicable rules and regulations. The Securities may be resold at prevailing market prices, or at prices related thereto, at the time of such resale, as determined by the Issuer or the relevant Dealer. The Certificates may also be sold by the Issuer through the Dealer(s), acting as agent of the Issuer. Securities may be issued whose return (whether, in the case of Notes, in respect of any interest payable on such Notes and/or their redemption amount or, in the case of Certificates, in respect of any amount payable thereunder) is linked to one or more share indices (Share Index Linked Notes and Index Linked Certificates) or one or more inflation indices (Inflation Index Linked Notes and Inflation Linked Certificates) or one or more commodities (Commodity Linked Notes and Commodity Linked Certificates) or one or more shares (Share Linked Notes and Share Linked Certificates) or Notes may be issued whose return (whether in respect of any interest payable on such Notes and/or their redemption amount) is linked to one or more commodity indices (Commodity Index Linked Notes) one or more depositary receipts (Depositary Receipt Linked Notes) or one or more exchange traded fund (ETF) shares (ETF Linked Notes) or one or more mutual funds (Mutual Fund Linked Notes), together, Underlying Linked Securities, as more fully described herein. Securities may provide that settlement will be by way of cash settlement (Cash Settled Securities) or physical delivery (Physical Delivery Securities) as provided in the applicable Final Terms. 12230-03275 ICM:8769514.7 The Issuer and Guarantor may agree with any Dealer that Securities may be issued in a form not contemplated by the relevant Terms and Conditions set out herein, in which event a supplement to this Base Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Securities. This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the CSSF), which is the Luxembourg competent authority (the Competent Authority) for the purpose of Directive 2003/71/EC (the Prospectus Directive) and relevant implementing measures in Luxembourg, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg for the purpose of giving information with regard to the issue of Securities issued under the Programme during the period of twelve months after the date hereof. Applications have been made for such Securities to be admitted during the period of twelve months after the date hereof to listing on the official list and to trading on the regulated market of the Luxembourg Stock Exchange. Application may be made for (1) Certificates issued under the Programme to be listed on the Italian Stock Exchange and admitted to trading on the electronic "Securitised Derivatives Market" organised and managed by Borsa Italiana S.p.A. (the SeDeX) and (2) Notes issued under the Programme to be listed on the Italian Stock Exchange and admitted to trading on the electronic “Bond Market” organised and managed by Borsa Italiana S.p.A. (the MoT) or any other relevant market organised and managed by Borsa Italiana S.p.A., but there can be no assurance that any such listing will occur on or prior to the date of issue of any Certificates or Notes, as the case may be, or at all. The Issuer may make applications for a certificate of approval to be issued by the CSSF to the competent authority in one or more Member States. References in this Base Prospectus to Securities being listed (and all related references) shall mean that such Securities are intended to be admitted to trading on the Luxembourg Stock Exchange's regulated market and are intended to be listed on the Official List of the Luxembourg Stock Exchange and/or listed on the Italian Stock Exchange and admitted to trading on SeDeX or on the MoT or on any other relevant market organised and managed by Borsa Italiana S.p.A. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC. As specified in the applicable Final Terms, an issue of Securities may or may not be listed or admitted to trading, as the case may be, on the Luxembourg Stock Exchange and/or the Italian Stock Exchange and/or any other stock exchange or market as may be agreed between the Issuer, the Guarantor and the relevant Dealer. Each of the respective forms of the Final Terms is set out herein and will specify with respect to the issue of Securities to which it relates, inter alia, the specific designation of the Securities, the aggregate amount or number and type of the Securities, the date of issue of the Securities, the issue price, in the case of Notes, the interest provisions, (if any) and the redemption amount and, in the case of Certificates, the exercise price (if any) and the exercise period or exercise date and, in all cases as relevant, the underlying asset, index or other item(s) to which the Securities relate and certain other terms relating to the offering and sale of the Securities. The Final Terms supplements the Terms and Conditions of the relevant Securities and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the Terms and Conditions of the relevant Securities, supplement, replace and/or modify such Terms and Conditions. In respect of Securities to be listed on the Luxembourg Stock Exchange, the Final Terms will be filed with the CSSF and will be published on the web-site of the Luxembourg Stock Exchange (www.bourse.lu). AN ISSUE OF SECURITIES MAY BE OF A SPECIALIST NATURE AND SHOULD ONLY BE BOUGHT AND TRADED BY INVESTORS WHO ARE PARTICULARLY KNOWLEDGEABLE IN INVESTMENT MATTERS. Prospective purchasers of Securities should ensure that they understand the nature of the relevant Securities and the extent of their exposure to risks and that they consider the suitability of the relevant Securities as an investment in the light of their own circumstances and financial condition. Securities may involve a high degree of risk, including, in the case of Notes, the principal not being protected or, in the case of Certificates, 12230-03275 ICM:8769514.7 ii the risk of their expiring worthless. Potential investors may sustain a total loss of the purchase price of their Securities. See "Risk Factors" set out herein. Each Tranche of Notes in bearer form (Bearer Notes) will initially be represented by a temporary Global Note in bearer form (a temporary Global Note) which: (i) if the relevant temporary Global Note is intended to be issued in new global note (NGN) form, as stated in the applicable Final Terms, will be delivered on or prior to the original issue date of the Tranche to a common safekeeper (the Common Safekeeper) for Euroclear (as defined below) and Clearstream, Luxembourg (as defined below) and (ii) if the relevant temporary Global Note is not intended to be issued in NGN form, will be delivered on or prior to the original issue date of the Tranche to a common depositary for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg) or as otherwise agreed between the Issuer, the Guarantor and the relevant Dealer. Interests in a temporary Global Note will be exchangeable for, as indicated in the relevant Final Terms either interests in a permanent Global Note in bearer form (a permanent Global Note) or for definitive Bearer Notes, in any case on or after the date (the Exchange Date) which is the first day following the later of (x) 40 days after the later of the commencement of the offering of Notes of the relevant Tranche and the date of issue thereof (or, if later, the first day after the expiration of the "restricted period" within the meaning of the relevant U.S.
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