Common use of REPRESENTATIONS OF ADVISER Clause in Contracts

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, represents and agrees as follows: A. The Adviserwarrants that it: (i) is registered as an investment adviser under the Advisers Act (and will continue to be so registered for so long as this Agreement remains in effect); (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided ; (v) will promptly notify the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that Trust if the Adviser Information is true and correct, contains no material misstatement the subject of fact and does not omit any material fact necessary to make an administrative proceeding or enforcement action by the statements therein not misleading. The Adviser further agrees to inform SEC or other regulatory authority; (vi) will promptly notify the Manager and the Trust’s Administrator immediately Trust of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in would make any written information provided to the Prospectus, Trust materially inaccurate or of incomplete or if any statement contained therein which such written information becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, ; (vii) will provide the Manager and promptly notify the Trust with a copy of such code of ethics. On at least an annual basis, if the Adviser will comply with suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the reporting requirements Fund. For the purposes of Rule 17j-1this paragraph, which may include a "material adverse change" shall include, but is not limited to, a material loss of assets or accounts under management or the departure (ior threatened departure) certifying of senior investment professionals to the Manager that the Adviser extent such professionals are not replaced promptly with professionals of comparable experience and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewithquality. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the Trust and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about itself set forth the Portfolio that directly relates to or otherwise materially and adversely affects the Portfolio, at law or in equity, before or by any court, public board or body, involving the Prospectus and has reviewed affairs of the description of its operationsPortfolio, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges provided, however, that the Adviser Information is true and correct, contains no material misstatement of fact and does routine regulatory examinations shall not omit any material fact necessary be required to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Subject to any regulatory request and upon the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. The Adviser has adopted provided the Trust and implemented written policies and procedures, as required by the Manager with a copy of Part 2 its Form ADV before or concurrently with the execution of this Agreement pursuant to Rule 206(4)-7 204-3 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy date of this Agreement is Part 2 of its registration under the Advisers Act on Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of the Allocated Portion or senior management of the Adviser, in all material respects and do not omit each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and Trust, if any, arising out of an assignment or change in control of the Advisers ActAdviser. E. The Adviser confirms has provided the Manager with a summary of its insurance coverage. The Adviser will maintain its insurance coverage in an amount that it believes is consistent with prudent business practice and commensurate with its level of assets under management. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustAllocated Portion in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of our knowledge has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Fund and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund, provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer or a vice-president of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 and all other records relevant 17j-1(c)(1) but only to the Adviser’s code of ethics. In the event the Adviser has identified extent such reports and/or records relate to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewithprovision of services hereunder. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will use its best efforts to notify the Trust and the Manager of any assignment of this Agreement, or change of control of the Adviser, or any changes in the key personnel who are true and correct in all material respects and do not omit either the portfolio manager(s) of the Fund or senior management of the Adviser, as applicable, prior to state any material facts required to be stated therein such assignment or necessary in order to make the statements therein not misleadingchange. The Adviser agrees to maintain bear all reasonable expenses of the completeness and accuracy Trust, if any, relating to shareholder notification of the Adviser’s assignment or change in control provided that the Adviser or its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “affiliate continues to provide investment adviser” advisory services to the Fund with respect subsequent to the Allocated Assets within the meaning of the 1940 Act and the Advisers Actassignment. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustFund in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as followscovenants that: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by its obligations under this Agreement; (iv) has the power and authority to enter into and perform the services contemplated by its obligations under this Agreement; and (v) will promptly notify the Manager Sub-Advisers of the occurrence of any event that would disqualify the Adviser from serving as an the investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser will promptly notify the Sub-Advisers if the Adviser suffers a material adverse change in its business that would materially impair its ability to pay Sub-Adviser or comply with any duties or responsibilities contained within this Agreement. C. The Trust is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and the Adviser will promptly notify the Sub-Advisers if the Trust ceases to be a QIB. D. The assets in the portion of the Portfolio advised by Sub-Adviser are free from all liens and charges and the Trust undertakes that no liens or charges will arise from the acts or omissions of the Adviser and the Trust which may prevent the Sub-Adviser from giving a first priority lien or charge on the assets solely in connection with the Sub-Adviser’s authority to direct the deposit of margin or collateral to the extent necessary to meet the obligations of the Portfolios with respect to any investments made pursuant to the Prospectus. E. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Sub-Advisers with a copy of such code of ethics. F. The Adviser will also promptly notify the Sub-Advisers, unless prohibited by law, if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Advisers; provided, however, that routine regulatory examinations not involving the Sub-Advisers shall not be required to be reported by this provision. G. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). On at least an annual basisWith respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will comply with file the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics notice required under CFTC Regulation 4.5 with respect to the Allocated Assets Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (ii2) identifying any material violations which have occurred the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Allocated AssetsPortfolio. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event Information regarding whether the Adviser has identified to claimed either the Manager a material violation that has occurred CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewithNFA’s website at ▇▇▇. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures▇▇▇. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading▇▇▇▇▇▇▇.▇▇▇. The Adviser agrees to maintain further represents, warrants and covenants that each of the completeness Portfolio(s) is, and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it until this Agreement is terminated will remain, an “investment advisereligible contract participant” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (iSection 1a(18) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the TrustCEA.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, represents and agrees as follows: A. The Adviserwarrants that it: (i) is registered as an investment adviser under the Advisers Act (and will continue to be so registered for so long as this Agreement remains in effect); (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided ; (v) will promptly notify the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that Trust if the Adviser Information is true and correct, contains no material misstatement the subject of fact and does not omit any material fact necessary to make an administrative proceeding or enforcement action by the statements therein not misleading. The Adviser further agrees to inform SEC or other regulatory authority; (vi) will promptly notify the Manager and the Trust’s Administrator immediately Trust of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in would make any written information provided to the Prospectus, Trust materially inaccurate or of incomplete or if any statement contained therein which such written information becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, ; (vii) will provide the Manager and promptly notify the Trust if the Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure (or threatened departure) of senior investment professionals to the extent such professionals are not replaced promptly with a copy professionals of such code of ethicscomparable experience and quality. On at least an annual basisNotwithstanding the above, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying acknowledges its fiduciary duties to the Manager that Fund, including its duties to make full and fair disclosure of all material facts to the Adviser and its Access Persons have complied with Board, particularly where the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed interests conflict with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the AdviserFund’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Actinterests. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: : (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus will also promptly notify a Fund and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund, provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied in all material respects with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code 's code of Ethics with respect ethics relating to the Allocated Assets and (ii) identifying any services the Adviser performs under this Agreement or, if such a material violations which have occurred with respect violation has occurred, that appropriate action was taken in response to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s 's code of ethics. In ethics relating to the event services the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewithperforms under this Agreement. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV at least 48 hours prior to execution of this Agreement, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV 's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are true and correct in all material respects and do not omit the portfolio manager(s) of an Allocated Portion prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingor, promptly after, such change. The Adviser agrees to maintain the completeness and accuracy bear all reasonable expenses of its registration on Form ADV a Fund, if any, arising out of an assignment or change in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Actcontrol. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) a Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the Trustan Allocated Portion in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Fund and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund, provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, a Managing Director of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code 's code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s 's code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all material amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV 's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of the Fund or senior management of the Adviser, in all material respects and do not omit each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActFund, if any, arising out of an assignment or change in control. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustFund in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Portfolios and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolios; provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, a Managing Director of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all material amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of the BlackRock Allocated Portion of the Portfolios or senior management of the Adviser, in all material respects and do not omit each case, prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and Portfolios, if any, arising out of an assignment or change in control of the Advisers ActAdviser. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Portfolios, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustPortfolios in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Portfolio and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio; provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, a Managing Director of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all material amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of the Portfolio or senior management of the Adviser, in all material respects and do not omit each case, prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActPortfolio, if any, arising out of an assignment or change in control. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trustin its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge and belief has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Fund and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund, provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code 's code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s 's code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV 's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of the Allocated Portion or senior management of the Adviser, in all material respects and do not omit each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActTrust, if any, arising out of an assignment or change in control. E. The Adviser confirms agrees to maintain what it believes to be an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustAllocated Portion in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is they are true and correct, contains correct and contain no material misstatement of fact or omission, and does not omit any material fact necessary to make the statements therein not misleading. The Adviser it further agrees to inform the Manager and the Trust’s Administrator immediately promptly of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect , as they pertain to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. The Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, the Adviser shall provide the Manager with access to the records reasonable reports relating to such policies and procedures as they relate to the Allocated Assets. The Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts fact required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms confirms, to the best of its knowledge, that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets IncInc., the distributor for of the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus will also promptly notify each Portfolio and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and Rule 204A-1 under the Advisers Act and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and Rule 204A-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of the Portfolio(s) or senior management of the Adviser, in all material respects and do not omit each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActTrust, if any, arising out of an assignment or change in control. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Portfolio(s), the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trustin its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of our knowledge has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Fund and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund, provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer or a vice-president of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 and all other records relevant 17j-1(c)(1) but only to the Adviser’s code of ethics. In the event the Adviser has identified extent such reports and/or records relate to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewithprovision of services hereunder. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will use its best efforts to notify the Trust and the Manager of any assignment of this Agreement, or change of control of the Adviser, or any changes in the key personnel who are true and correct in all material respects and do not omit either the portfolio manager(s) of the Fund or senior management of the Adviser, as applicable, days prior to state any material facts required to be stated therein such assignment or necessary in order to make the statements therein not misleadingchange. The Adviser agrees to maintain bear all reasonable expenses of the completeness and accuracy Trust, if any, relating to shareholder notification of the Adviser’s assignment or change in control provided that the Adviser or its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “affiliate continues to provide investment adviser” advisory services to the Fund with respect subsequent to the Allocated Assets within the meaning of the 1940 Act and the Advisers Actassignment. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustFund in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as followscovenants that: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by its obligations under this Agreement; (iv) has the power and authority to enter into and perform the services contemplated by its obligations under this Agreement; and (v) will promptly notify the Manager Sub-Advisers of the occurrence of any event that would disqualify the Adviser from serving as an the investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser will promptly notify the Sub-Advisers if the Adviser suffers a material adverse change in its business that would materially impair its ability to pay Sub-Adviser or comply with any duties or responsibilities contained within this Agreement. C. The Trust is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and the Adviser will promptly notify the Sub-Advisers if the Trust ceases to be a QIB. D. The assets in the portion of the Portfolio advised by Sub-Adviser are free from all liens and charges and the Trust undertakes that no liens or charges will arise from the acts or omissions of the Adviser and the Trust which may prevent the Sub-Adviser from giving a first priority lien or charge on the assets solely in connection with the Sub-Adviser’s authority to direct the deposit of margin or collateral to the extent necessary to meet the obligations of the Funds with respect to any investments made pursuant to the Prospectus. E. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Sub-Advisers with a copy of such code of ethics. F. The Adviser will also promptly notify the Sub-Advisers, unless prohibited by law, if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund(s) and affecting the Sub-Advisers; provided, however, that routine regulatory examinations not involving the Sub-Advisers shall not be required to be reported by this provision. G. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). On at least an annual basisWith respect to each of the Fund(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Fund and, in such case, the Adviser will comply with file the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics notice required under CFTC Regulation 4.5 with respect to the Allocated Assets Fund and will annually reaffirm such notice filing on behalf of the Fund as required by CFTC Regulation 4.5; or (ii2) identifying any material violations which have occurred the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Allocated AssetsFund. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event Information regarding whether the Adviser has identified to claimed either the Manager a material violation that has occurred CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Fund is available on the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewithNFA’s website at ▇▇▇. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures▇▇▇. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading▇▇▇▇▇▇▇.▇▇▇. The Adviser agrees to maintain further represents, warrants and covenants that each of the completeness Fund(s) is, and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it until this Agreement is terminated will remain, an “investment advisereligible contract participant” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (iSection 1a(18) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the TrustCEA.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, represents and agrees as follows: A. The Adviserwarrants that it: (i) is registered as an investment adviser under the Advisers Act (and will shall continue to be so registered for so long as this Agreement remains in effect); (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will shall seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will shall promptly notify the Manager Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided ; (v) shall promptly notify the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that Trust if the Adviser Information is true and correct, contains no material misstatement the subject of fact and does not omit any material fact necessary to make an administrative proceeding or enforcement action by the statements therein not misleading. The Adviser further agrees to inform SEC or other regulatory authority; (vi) shall promptly notify the Manager and the Trust’s Administrator immediately Trust of any material fact known to the Adviser respecting regarding or relating to the Adviser that is not contained in would make any written information provided to the Prospectus, Trust materially inaccurate or of incomplete or if any statement contained therein which written information becomes untrue in any material respect. B. The ; (vii) shall promptly notify the Trust if the Adviser suffers a material adverse change in its business that would materially impair its ability to perform its duties under the Agreement; (viii) has adopted and implemented (and shall continue to maintain and implement for so long as this Agreement remains in effect) a written code of ethics complying Code that complies with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets Act; and (iiix) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser it has adopted and implemented written (and shall continue to maintain and implement for so long as this Agreement remains in effect) policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are procedures reasonably designed to prevent violations of federal securities laws Federal Securities Laws by the Adviser, its employees, officers officers, and agentsagents as may be required by Rule 206(4)-7 under the Adviser Act. Upon reasonable requestFor purposes of this paragraph, Adviser a “material adverse change” shall provide include, but shall not be limited to, a material loss of assets or accounts under management or the Manager with access departure of senior investment professionals to the records relating to extent such policies professions are not replaced promptly with professions of comparable experience and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and proceduresquality. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, represents and agrees as follows: A. The Adviserwarrants that it: (i) is registered as an investment adviser under the Advisers Act (and will shall continue to be so registered for so long as this Agreement remains in effect); (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will shall seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will shall promptly notify the Manager Fund of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided ; (v) shall promptly notify the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that Fund if the Adviser Information is true and correct, contains no material misstatement the subject of fact and does not omit any material fact necessary to make an administrative proceeding or enforcement action by the statements therein not misleading. The Adviser further agrees to inform SEC or other regulatory authority; (vi) shall promptly notify the Manager and the Trust’s Administrator immediately Fund of any material fact known to the Adviser respecting regarding or relating to the Adviser that is not contained in would make any written information provided to the Prospectus, Fund materially inaccurate or of incomplete or if any statement contained therein which written information becomes untrue in any material respect. B. The ; (vii) shall promptly notify the Fund if the Adviser suffers a material adverse change in its business that would materially impair its ability to perform its duties under the Agreement; (viii) has adopted and implemented (and shall continue to maintain and implement for so long as this Agreement remains in effect) a written code of ethics complying Code that complies with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets Act; and (iiix) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser it has adopted and implemented written (and shall continue to maintain and implement for so long as this Agreement remains in effect) policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are procedures reasonably designed to prevent violations of federal securities laws Federal Securities Laws by the Adviser, its employees, officers officers, and agentsagents as may be required by Rule 206(4)-7 under the Adviser Act. Upon reasonable requestFor purposes of this paragraph, Adviser a “material adverse change” shall provide include, but shall not be limited to, a material loss of assets or accounts under management or the Manager with access departure of senior investment professionals to the records relating to extent such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request professionals are not replaced promptly with professionals of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedurescomparable quality. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Fund and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund, provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures ethics as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable material violations pertaining to the Manager, attesting to such written policies and proceduresFund under Rule 17j-1(c)(2). D. C. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all material amendments to the ManagerAdviser’s Form ADV to the Trust and the Manager and will offer to provide a copy of its amended Form ADV at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment (within the meaning of the Investment Company Act) of this Agreement or change of control (within the meaning of the Investment Company Act) of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of the Allocated Portion or senior management of the Adviser, in all material respects and do not omit each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActTrust, if any, arising out of an assignment or change in control. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustAllocated Portion in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also, to the information about itself set forth in the Prospectus extent not prohibited by law or regulation, promptly notify each Portfolio and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics ethics with respect to the Allocated Assets and (ii) identifying any a Portfolio or, if such a material violations which have occurred with respect violation has occurred, that appropriate action was taken in response to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 and all other records relevant 17j-1(c)(1) applicable to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewithPortfolio. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all amendments to the ManagerTrust and the Manager at least annually. Such amendments shall reflect all changes as required by the Advisers Act. D. The statements contained Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Adviser’s registration on Form ADV are true and correct , in all material respects and do not omit each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActTrust, if any, arising out of an assignment or change in control. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Portfolio(s), the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trustin its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus will also promptly notify each Portfolio and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of the Portfolio(s) or senior management of the Adviser, in all material respects and do not omit each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActTrust, if any, arising out of an assignment or change in control. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Portfolio(s), the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trustin its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Portfolio and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio, provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, a Managing Director of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all material amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of the Portfolio or senior management of the Adviser, in all material respects and do not omit each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActPortfolio, if any, arising out of an assignment or change in control. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trustin its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately promptly if the Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact known necessary to make the Adviser respecting or relating to the Adviser that is statements therein not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectmisleading. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws the Advisers Act by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “general partner is an affiliated persons,” person as defined in the 1940 Act, are affiliated persons Act of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iviii) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing acting as an investment adviser to the services contemplated by this AgreementTrust; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform as an investment adviser to the services contemplated by this AgreementTrust; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The , or from serving as an Adviser has provided to the information about itself set forth Trust, such as resulting from a change in the Prospectus and has reviewed the description control or termination of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and advisory agreement with the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a Any instructions, written code of ethics complying with guidelines, or limitations provided by the requirements of Rule 17j-1 Adviser, or to be provided by the Adviser, under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying this Agreement to the Manager that the Sub-Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect regard to the Allocated Assets do not, or will not, conflict with the Declaration of Trust or the Registration Statement, and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Sub-Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to may reasonably rely on such instructions from the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. The Adviser has adopted and implemented written policies and procedureswill provide the Sub-Adviser with sufficient information, as required by Rule 206(4)-7 under including any changes to the Advisers Act, which are reasonably designed to prevent violations ownership of federal securities laws by the Adviser, its employeesForeside, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the TrustTrust in order to allow Sub-Adviser to determine whether any such entity is affiliated with the Sub-Adviser.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately promptly if the Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact known necessary to make the Adviser respecting or relating to the Adviser that is statements therein not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectmisleading. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws the Advisers Act by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “general partner is an affiliated persons,” person (as defined in the 1940 Act, are affiliated persons ▇▇▇▇ ▇▇▇) of: (i) the Manager; , (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iviii) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Portfolio and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of the Portfolio(s) or senior management of the Adviser, in all material respects and do not omit each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActTrust, if any, arising out of an assignment or change in control. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Portfolio(s), the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustAllocated Portion in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics, as they pertain to the Allocated Assets. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms to the best of its knowledge that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser information that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The To the best of the Adviser’s knowledge, the statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, the distributor for the Trust; or (iv) any trustee or officer of the Trust, a list of which shall be provided to the Adviser in writing.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Fund and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund, provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, a Managing Director of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all material amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of the Fund or senior management of the Adviser, in all material respects and do not omit each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActFund, if any, arising out of an assignment or change in control. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustFund in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of our knowledge has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Fund and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund or Allocated Portion, provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer or a vice-president of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 and all other records relevant 17j-1(c)(1) but only to the Adviser’s code of ethics. In the event the Adviser has identified extent such reports and/or records relate to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewithprovision of services hereunder. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will use its best efforts to notify the Trust and the Manager of any assignment of this Agreement, or change of control of the Adviser, or any changes in the key personnel who are true and correct in all material respects and do not omit either the portfolio manager(s) of the Funds or Allocated Portion or senior management of the Adviser, as applicable, prior to state any material facts required to be stated therein such assignment or necessary in order to make the statements therein not misleadingchange. The Adviser agrees to maintain bear all reasonable expenses of the completeness and accuracy Trust, if any, relating to shareholder notification of the Adviser’s assignment or change in control provided that the Adviser or its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “affiliate continues to provide investment adviser” to the Fund with respect advisory services to the Allocated Assets within Portion subsequent to the meaning of the 1940 Act and the Advisers Actassignment. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Fund, the Allocated Portion, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustFunds and Allocated Portion in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Portfolios and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolios; provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, a Managing Director of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all material amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of the the Portfolios or senior management of the Adviser, in all material respects and do not omit each case, prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and Portfolios, if any, arising out of an assignment or change in control of the Advisers ActAdviser. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Portfolios, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustPortfolios in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to the Adviser contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethicsethics as agreed by the parties. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is they are true and correct, contains correct and contain no material misstatement of fact or omission, and does not omit any material fact necessary to make the statements therein not misleading. The Adviser it further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” ”, as defined in the 1940 Act, are affiliated persons of: (i) the Manager; , (ii) any other adviser to the Portfolio or any affiliated person of such adviseradviser ; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also, to the information about itself set forth in the Prospectus extent not prohibited by law or regulation, promptly notify each Portfolio and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Allocated Portion(s), provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics ethics with respect to the an Allocated Assets and (ii) identifying any Portion or, if such a material violations which have occurred with respect violation has occurred, that appropriate action was taken in response to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect 17j-1(c)(1) applicable to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewithPortion. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all amendments to the ManagerTrust and the Manager at least annually. Such amendments shall reflect all changes as required by the Advisers Act. D. The statements contained Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Allocated Portion(s) or senior management of the Adviser’s registration on Form ADV are true and correct , in all material respects and do not omit each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActTrust, if any, arising out of an assignment or change in control. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Portfolio(s), the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trustin its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Portfolio and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio, provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer or a vice-president of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures ethics as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable material violations pertaining to the Manager, attesting to such written policies and proceduresPortfolio under Rule 17j-1(c)(2). D. C. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all amendments to the ManagerAdviser’s form ADV to the Trust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment (within the meaning of the Investment Company Act) of this Agreement or change of control (within the meaning of the Investment Company Act) of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of the Portfolio or senior management of the Adviser, in all material respects and do not omit each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActTrust, if any, arising out of an assignment or change in control. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trustin its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus will also promptly notify a Fund and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of a Fund, provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser has complied in all material respects with the requirements of Rule 17j-1 during the previous year and its Access Persons have complied with that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics relating to the Allocated Assets and (ii) identifying any services the Adviser performs under this Agreement or, if such a material violations which have occurred with respect violation has occurred, that appropriate action was taken in response to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. In ethics relating to the event services the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewithperforms under this Agreement. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV at least 48 hours prior to execution of this Agreement, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are true and correct in all material respects and do not omit the portfolio manager(s) of an Allocated Portion prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingor, promptly after, such change. The Adviser agrees to maintain the completeness and accuracy bear all reasonable expenses of its registration on Form ADV a Fund, if any, arising out of an assignment or change in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Actcontrol. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) a Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the Trustan Allocated Portion in its composite performance.

REPRESENTATIONS OF ADVISER. (a) The Adviser represents, warrants, represents and agrees as follows: A. The Adviserwarrants that it: (i) is registered as an investment adviser under the Advisers Act (and will shall continue to be so registered for so long as this Agreement remains in effect); (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will shall seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will shall promptly notify the Manager Fund of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided ; (v) shall promptly notify the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that Fund if the Adviser Information is true and correct, contains no material misstatement the subject of fact and does not omit any material fact necessary to make an administrative proceeding or enforcement action by the statements therein not misleading. The Adviser further agrees to inform SEC or other regulatory authority; (vi) shall promptly notify the Manager and the Trust’s Administrator immediately Fund of any material fact known to the Adviser respecting regarding or relating to the Adviser that is not contained in would make any written information provided to the Prospectus, Fund materially inaccurate or of incomplete or if any statement contained therein which written information becomes untrue in any material respect. B. The ; (vii) shall promptly notify the Fund if the Adviser suffers a material adverse change in its business that would materially impair its ability to perform its duties under the Agreement; (viii) has adopted and implemented (and shall continue to maintain and implement for so long as this Agreement remains in effect) a written code of ethics complying Code that complies with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets Act; and (iiix) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser it has adopted and implemented written (and shall continue to maintain and implement for so long as this Agreement remains in effect) policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are procedures reasonably designed to prevent violations of federal securities laws Federal Securities Laws by the Adviser, its employees, officers officers, and agentsagents as may be required by Rule 206(4)-7 under the Adviser Act. Upon reasonable requestFor purposes of this paragraph, Adviser a “material adverse change” shall provide include, but shall not be limited to, a material loss of assets or accounts under management or the Manager with access departure of senior investment professionals to the records relating to extent such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request professionals are not replaced promptly with professionals of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedurescomparable quality. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager(b) Section 15(f). The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in In accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning Section 15(f) of the 1940 Act Act, the Adviser covenants as follows: (i) for a period of three years from January 5, 2022, none of the Adviser or its affiliated persons shall cause, and each shall use commercially reasonable efforts to prevent, any “interested person” of the Advisers Act. E. The Adviser confirms that neither it nor any of or its “affiliated persons,” , as such term is defined in the 1940 Act, to become a trustee of the Fund unless, taking into account such interest person, at least 75 percent of the Trustees are affiliated not interested persons of: (i) of the ManagerFund; and (ii) any other adviser for a period of two years following the effective date of this Agreement, none of the Adviser or its affiliated persons will cause, and each of the foregoing shall use commercially reasonable efforts to the Portfolio or prevent, any affiliated person from engaging in or causing, any act, practice, or arrangement that imposes an “unfair burden” on the Fund within the meaning of such adviser; (iiiSection 15(f) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust1940 Act; provided, however, that if the Fund or Adviser shall have obtained an order from the SEC exempting it from the provisions of Section 15(f), then this covenant shall be deemed to be modified to the extent necessary to permit the applicable Party to act in a manner consistent with such exemptive order or legal opinion.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, represents and agrees as follows: A. The Adviserwarrants that it: (i) is registered as an investment adviser under the Advisers Act (and will shall continue to be so registered for so long as this Agreement remains in effect); (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will shall seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will shall promptly notify the Manager Fund of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided ; (v) shall promptly notify the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that Fund if the Adviser Information is true and correct, contains no material misstatement the subject of fact and does not omit any material fact necessary to make an administrative proceeding or enforcement action by the statements therein not misleading. The Adviser further agrees to inform SEC or other regulatory authority; (vi) shall promptly notify the Manager and the Trust’s Administrator immediately Fund of any material fact known to the Adviser respecting regarding or relating to the Adviser that is not contained in would make any written information provided to the Prospectus, Fund materially inaccurate or of incomplete or if any statement contained therein which written information becomes untrue in any material respect. B. The ; (vii) shall promptly notify the Fund if the Adviser suffers a material adverse change in its business that would materially impair its ability to perform its duties under the Agreement; (viii) has adopted and implemented (and shall continue to maintain and implement for so long as this Agreement remains in effect) a written code of ethics complying Code that complies with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets Act; and (iiix) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser it has adopted and implemented written (and shall continue to maintain and implement for so long as this Agreement remains in effect) policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are procedures reasonably designed to prevent violations of federal securities laws Federal Securities Laws by the Adviser, its employees, officers officers, and agentsagents as may be required by Rule 206(4)-7 under the Adviser Act. Upon reasonable requestFor purposes of this paragraph, Adviser a “material adverse change” shall provide include, but shall not be limited to, a material loss of assets or accounts under management or the Manager with access departure of senior investment professionals to the records relating to extent such policies professions are not replaced promptly with professions of comparable experience and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and proceduresquality. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager Sub-Adviser and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. The Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws the Advisers Act by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Sub-Adviser and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Sub-Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as followsthat: A. The Adviser: Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Trust as contemplated hereby. B. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations. C. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the Prospectus and has reviewed affairs of the description Trust, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. D. The Adviser certifies that as of its operations, duties and responsibilities as set forth therein the date of this Agreement the Trust is a Qualified Institutional Buyer (the “Adviser InformationQIB”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained as defined in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 144A under the 1940 Act and1933 Act, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with promptly notify the reporting requirements Sub-Adviser if the Trust ceases to be a QIB. E. The Adviser, through its designated administrator or sub-administrator, will regularly notify the Sub-Adviser if any “government entity” assets, within the meaning of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 206(4)-5 under the Advisers Act, which are reasonably designed contributed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect , as they pertain to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that to the best of its knowledge neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the Trust and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about itself set forth the Portfolio that directly relates to or otherwise materially and adversely affects the Portfolio, at law or in equity, before or by any court, public board or body, involving the Prospectus and has reviewed affairs of the description of its operationsPortfolio , duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges provided, however, that the Adviser Information is true and correct, contains no material misstatement of fact and does routine regulatory examinations shall not omit any material fact necessary be required to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of the Allocated Portion or senior management of the Adviser, in all material respects and do not omit each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActTrust, if any, arising out of an assignment or change in control. E. The Adviser confirms has provided the Manager with a summary of its insurance coverage. The Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustAllocated Portion in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, the distributor for the Trust; or (iv) any trustee or officer of the TrustTrust as of the time of this Agreement.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is they are true and correct, contains correct and contain no material misstatement of fact or omission, and does not omit any material fact necessary to make the statements therein not misleading. The Adviser it further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 17j-l under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-117j-l, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 17j-l and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts fact required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” ”, as defined in the 1940 Act, are affiliated persons of: (i) the Manager; , (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has materially met, to the best of its knowledge, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided will provide the information about itself to be set forth in the Prospectus and has reviewed will review the description of its operations, duties and responsibilities as set forth therein (as provided by the “Adviser Information”Manager) and acknowledges acknowledge that the Adviser Information is they are true and correct, contains correct and contain no material misstatement of fact or omission, and does not omit any material fact necessary to make the statements therein not misleading. The Adviser it further agrees to inform the Manager and the Trust’s Administrator immediately as soon as it becomes aware of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the ProspectusProspectus and is necessary to make the statements therein not materially misleading, or of any material statement respecting or relating to the Adviser contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying reasonably intended to comply with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have materially complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the ManagerManager if and as required by an applicable regulatory authority, as evidenced by specific requests for such documents from such regulatory authority, the Adviser shall permit the Manager, its employees or its agents to examine summaries of the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws the Advisers Act and rules adopted thereunder by the Adviser, Adviser or its employees, officers and agentssupervised persons. Upon reasonable requestrequest and as required by a relevant regulatory authority, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the ManagerManager and the Adviser, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The To the best of the Adviser’s knowledge, the statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts fact required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund Portfolio with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that to the best of its knowledge, neither it nor any of its “affiliated persons,” ”, as defined in the 1940 Act, are affiliated persons of: (i) the Manager; , (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Part 2 of its Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; provident that the Manager has provided the Adviser with a list of such advisers and any affiliated persons to such adviser; or (iii) Citigroup Global Markets Inc▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, the distributor for the Trust; or (iv) . The Adviser confirms that it is not an affiliated person of any trustee or officer of the Trust; provided that the Manager has provided the Adviser with a list of such trustees and officers.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has materially met, to the best of its knowledge, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided will provide the information about itself to be set forth in the Prospectus and has reviewed will review the description of its operations, duties and responsibilities as set forth therein (as provided by the Manager) (the “Adviser Information”) and acknowledges acknowledge that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately as soon as it becomes aware of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the ProspectusProspectus and is necessary to make the statements therein not materially misleading, or of any material statement respecting or relating to the Adviser contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying reasonably intended to comply with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have materially complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the ManagerManager if and as required by an applicable regulatory authority, as evidenced by specific requests for such documents from such regulatory authority, the Adviser shall permit the Manager, its employees or its agents to examine summaries of the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws the Advisers Act and rules adopted thereunder by the Adviser, Adviser or its employees, officers and agentssupervised persons. Upon reasonable requestrequest and as required by a relevant regulatory authority, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the ManagerManager and the Adviser, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The To the best of the Adviser’s knowledge, the statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund Portfolio with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that to the best of its knowledge, neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered (or shall qualify for an exemption from registration) for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet meet, for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Trust and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and Rule 204A-1 under the Advisers Act and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified ethics but only to the Manager a material violation that has occurred with respect extent such reports and/or records relate to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewithprovision of services hereunder. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC and hereafter promptly will furnish a copy of its annual amendment all amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect those changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of each Portfolio or senior management of the Adviser, in all material respects and do not omit each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActTrust, if any, arising out of an assignment or change in control. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) each Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trustin its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Portfolio and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio, provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code 's code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s 's code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures ethics as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable material violations pertaining to the Manager, attesting to such written policies and proceduresPortfolio under Rule 17j-1(c)(2). D. C. The Adviser has provided the Manager Corporation and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all amendments to the ManagerAdviser's form ADV to the Corporation and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV 's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Corporation and the Manager of any assignment (within the meaning of the Investment Company Act) of this Agreement or change of control (within the meaning of the Investment Company Act) of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of the Allocated Portion or senior management of the Adviser, in all material respects and do not omit each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActCorporation, if any, arising out of an assignment or change in control. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActCorporation, are affiliated persons of: (i) the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustAllocated Portion in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. (a) The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly immediately notify the Manager Board of Trustees of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. (b) The Adviser has adopted a written code of ethics (the “Adviser Code”) complying with the requirements of Rule 17j-1 under the 1940 Act Act, as may be amended from time to time, and, if it has not already done so, will provide the Manager and provided the Trust with a copy of such code the Adviser Code, together with evidence of ethicsits adoption. On Adviser certifies that it has adopted procedures reasonably necessary to prevent “access persons” as defined in Rule 17j-1 (“Access Persons”) from violating the Adviser Code. The Adviser will furnish at least an annual basis, annually to the Adviser will comply with the reporting requirements Board of Rule 17j-1, which may include Trustees a written report that (i) certifying describes any issues arising under the Adviser Code since the last report to the Manager that Board of Trustees, including, but not limited to, information about material violations of the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets Fund and sanctions imposed in response to the material violations and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event certifies that the Adviser has identified adopted procedures reasonably necessary to the Manager a material violation that has occurred with respect to the Allocated Assets, prevent Access Persons from violating the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewithCode. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. (c) The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and, if not so filed, its most recent Part II of Form ADV, and hereafter will will, promptly after filing any amendment to its Form ADV with the SEC, and, if not so filed, any amendment to Part II of its Form ADV, furnish a copy of its annual such amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Fund and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund, provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, a Managing Director of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code 's code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s 's code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all material amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV 's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of the Fund or senior management of the Adviser, in all material respects and do not omit each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActFund, if any, arising out of an assignment or change in control. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustFund in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as followsthat: A. The Adviser: Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to each Fund as contemplated hereby. B. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations. C. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement remains is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser manager of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the Prospectus and has reviewed affairs of any Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. D. The Adviser certifies that as of the description date of its operations, duties and responsibilities as set forth therein this Agreement the Trust: (the i) is a Qualified Institutional Buyer (“Adviser InformationQIB”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained as defined in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 144A under the 1940 Act and1933 Act, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with promptly notify the reporting requirements of Rule 17j-1, which may include (i) certifying Sub-Adviser if the Trust ceases to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and be a QIB; (ii) identifying any material violations which have occurred with respect to a “qualified purchaser” within the Allocated Assets. Upon the reasonable request meaning of Section 3(c)(7) of the ManagerInvestment Company Act, as amended and the rules thereunder and the Adviser shall permit will promptly notify the ManagerSub-Adviser if the Trust ceases to be; and (iii) an “accredited investor” within the meaning of Regulation D under the 1933 Act, its employees or its agents to examine the reports required to be made by as amended and the Adviser pursuant will promptly notify the Sub-Adviser if the Trust ceases to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewithbe. C. E. The Adviser, through its designated administrator or sub-administrator, will regularly notify the Sub-Adviser has adopted and implemented written policies and proceduresif any “government entity” assets, as required by within the meaning of Rule 206(4)-7 206(4)-5 under the Advisers Act, which are reasonably designed contributed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and proceduresany Fund. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as followsthat: A. The Adviser: Adviser has been duly authorized by the Board to delegate to the Sub-Adviser the provision of investment services to the Trust as contemplated hereby. B. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations. C. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the Prospectus and has reviewed affairs of the description Trust, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. D. The Adviser certifies that as of its operations, duties and responsibilities as set forth therein the date of this Agreement the Trust is a Qualified Institutional Buyer (the “Adviser InformationQIB”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained as defined in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 144A under the 1940 Act and1933 Act, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with promptly notify the reporting requirements Sub-Adviser if the Trust ceases to be a QIB. E. The Adviser, through its designated administrator or sub-administrator, will regularly notify the Sub-Adviser if any “government entity” assets, within the meaning of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 206(4)-5 under the Advisers Act, which are reasonably designed contributed to prevent violations the Trust. F. The Adviser represents and warrants that the Sub-Adviser is not responsible for any of federal securities laws Trust’s assets not managed by the Sub-Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide or for the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request overall diversification of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and proceduresTrust. D. G. The Adviser has provided the Manager represents and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons ofwarrants that: (i) the Managerassets contributed to the Trust were not and are not directly or indirectly derived from activities that may contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations, and neither the Trust nor any person controlling or controlled by the Trust is an individual or entity named on a list of prohibited persons or entities by the U.S. Treasury Department’s Office of Foreign Asset Control; (ii) any other adviser the Adviser, or its affiliates, has verified the source of assets of the Trust and confirms that no assets have been or are being invested for the purpose of carrying out illegal activity or to perpetuate or assist in the Portfolio or any affiliated person laundering of such advisermoney; (iii) Citigroup Global Markets Incthe Adviser or Trust has in place anti-money laundering policies and procedures that are applied with respect to the assets of Trust and is in compliance with any anti-money laundering rules, laws, or regulations applicable to the distributor for the Adviser or Trust; or and (iv) the Sub-Adviser shall have no responsibility with respect to the performance of any trustee anti-money laundering or officer anti-bribery compliance activities with respect to the assets of the TrustTrust and shall be entitled to rely upon the activities of the Adviser to all extents possible in order to satisfy its own anti-money laundering requirements to the extent that any should arise. H. The Adviser represents that it has provided to the Sub-Adviser a written list of all securities or other assets in which Trust assets may not be invested or with respect to which there are limitations on investments (if/as applicable), and the Adviser shall notify the Sub-Adviser promptly, in writing, of any change in such list. I. The Adviser represents that it will promptly inform the Sub-Adviser in the event that any of these representations are no longer true.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as followsthat: A. The Adviser: Adviser has been duly authorized by the Board of Trustees of the Trust to delegate to the Sub-Advisers the provision of investment services to the Fund as contemplated hereby. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Advisers with a copy of such code of ethics. C. The Adviser is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Adviser by applicable law and regulations. D. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager Sub-Advisers of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser manager of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth Sub-Advisers if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund, provided, however, that routine regulatory examinations shall not be required to be reported by this provision. E. Adviser will immediately notify the Sub-Advisers if the Adviser suffers a material adverse change in its business that would materially impair its ability to pay DL Capital or comply with any duties or responsibilities contained within this Agreement. F. The Trust is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and the Adviser will promptly notify the Sub-Advisers if the Trust ceases to be a QIB. G. The assets in the Prospectus Fund are free from all liens and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager charges and the Trust with a copy undertakes that no liens or charges will arise from the acts or omissions of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied the Trust which may prevent a Sub-Adviser from giving a first priority lien or charge on the assets solely in connection with the Sub-Adviser’s Code authority to direct the deposit of Ethics with respect margin or collateral to the Allocated Assets and (ii) identifying any material violations which have occurred with respect extent necessary to meet the Allocated Assets. Upon the reasonable request obligations of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to any investments made pursuant to the Allocated Assets within Prospectus; and H. The Sub-Advisers are not compliance agents for the meaning Fund or for the Adviser, and do not have access to all of the 1940 Fund’s books and records necessary to perform certain compliance testing. To the extent that a Sub-Adviser has agreed to perform the services specified in the Agreement in accordance with applicable law (including Section 851 of the IRC, the Investment Company Act and the Advisers Act. E. The Adviser confirms that neither it nor any Act (“Applicable Law”)) and in accordance with the Trust Documents, policies and determinations of its the Board of Trustees of the Trust and the Adviser, and the Fund’s Prospectus (collectively the “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (iCharter Requirements”) the Manager; (ii) any other adviser Sub-Adviser shall perform such services based upon its books and records with respect to the Portfolio Fund, and upon written instructions received from the Adviser, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Adviser. A Sub-Adviser shall be afforded a reasonable amount of time to implement any such instructions. (For example, if instructed not to trade on behalf of securities of certain specified Adviser or any affiliated person the Trust’s affiliates, the Sub-Adviser shall be notified and afforded five business days after receipt of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trustinstruction to implement this trading restriction.)

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is they are true and correct, contains correct and contain no material misstatement of fact or omission, and does not omit any material fact necessary to make the statements therein not misleading. The Adviser it further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 17j- 1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-117j- 1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts fact required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” ”, as defined in the 1940 Act, are affiliated persons of: (i) the Manager; , (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, represents and agrees as follows: A. The Adviserwarrants that it: (i) is registered as an investment adviser under the State of Washington and is registered, or will be registered within 45 days of the effective date of this Agreement, as an investment adviser under the Advisers Act (and will continue to be so registered for so long as this Agreement remains in effect); (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided ; (v) will promptly notify the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that Trust if the Adviser Information is true and correct, contains no material misstatement the subject of fact and does not omit any material fact necessary to make an administrative proceeding or enforcement action by the statements therein not misleading. The Adviser further agrees to inform SEC or other regulatory authority; (vi) will promptly notify the Manager and the Trust’s Administrator immediately Trust of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in would make any written information provided to the Prospectus, Trust materially inaccurate or of incomplete or if any statement contained therein which such written information becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, ; (vii) will provide the Manager and promptly notify the Trust with a copy of such code of ethics. On at least an annual basis, if the Adviser will comply with suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the reporting requirements Fund. For the purposes of Rule 17j-1this paragraph, which may include a "material adverse change" shall include, but is not limited to, a material loss of assets or accounts under management or the departure (ior threatened departure) certifying of senior investment professionals to the Manager that the Adviser extent such professionals are not replaced promptly with professionals of comparable experience and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewithquality. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered (or shall qualify for an exemption from registration) for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet meet, for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Trust and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and Rule 204A-1 under the Advisers Act and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified ethics but only to the Manager a material violation that has occurred with respect extent such reports and/or records relate to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewithprovision of services hereunder. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC and hereafter promptly will furnish a copy of its annual amendment all amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect those changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of each Portfolio or senior management of the Adviser, in all material respects and do not omit each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActTrust, if any, arising out of an assignment or change in control. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) each Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustPortfolios in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is they are true and correct, contains correct and contain no material misstatement of fact or omission, and does not omit any material fact necessary to make the statements therein not misleading. The Adviser it further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect, provided the Adviser has been provided with copies of any amendments to the Prospectus containing information about the Adviser. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 17j-l under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-117j-l, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect 17j-l relating to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such a summary of its policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Adviser and the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC Part II and hereafter will furnish a copy of its annual amendment to the ManagerManager via a designated email address. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts fact required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” ”, as defined in the 1940 Act, are affiliated persons of: (i) the Manager; , or (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; . Upon notice from the Manager to the Adviser of additional advisers to the Portfolio, the Adviser will confirm whether or (iv) not the Adviser or any trustee or officer of its “affiliated persons,” as defined in the Trust1940 Act are affiliated persons of such other advisers.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees represents as follows: A. The Adviser: (ia) Adviser is registered as an investment adviser under the Investment Advisers Act and will continue to be so registered for so long of 1940, as this Agreement remains in effect; amended (ii) is not prohibited by the 1940 Act or the “Advisers Act from performing the services contemplated by this Agreement; (iii) has metAct”), and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (ivmaintain such registration. b) Adviser has the power and authority to enter into and perform the services contemplated by this Agreement; , and (vwill obtain and/or maintain any authorizations, permits, certifications, licenses, filings, registrations, approvals or consents, which must be obtained by it from any third party, including any governmental authority, in connection with this Agreement. c) Adviser will promptly notify disclose to Sponsor any material change to the Manager information regarding the Services, compensation and conflicts of interest as soon as reasonably practicable, but not later than 60 days from the date on which Adviser acquires knowledge of the occurrence material change or as otherwise required by applicable law. If Adviser makes an error or omission in disclosing information to Sponsor, Adviser will disclose the correct information to Sponsor as soon as practicable but not later than thirty (30) days from the date Adviser knows of any event the error or omission. d) If the Plan is governed by ERISA, upon written request by Sponsor, Adviser will disclose relevant information related to this Agreement and the compensation or Fees received under the Agreement reasonably in advance of the date Sponsor states that would disqualify Sponsor must comply with Sponsor’s applicable reporting and disclosure requirements of Title I of ERISA and applicable regulations, forms and schedules. If Adviser is unable to respond to ▇▇▇▇▇▇▇’s written request reasonably in advance of Sponsor’s need due to extraordinary circumstances beyond Adviser’s control, Adviser will disclose the information as soon as practicable. Adviser from serving acknowledges that, to the extent the Services constitute investment advice to the Plan for compensation, Adviser will be acting in a “fiduciary” capacity as an investment adviser of an investment company pursuant to those terms are used under Section 9(a3(21)(A)(ii) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus ERISA and has reviewed the description of its operationsthat, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the extent Adviser respecting or relating exercises discretionary authority over the Plan’s investments, it will be deemed to be acting in a “fiduciary” capacity as the Adviser that is not contained in Plan’s “investment manager” as those terms are used under Section 3(38) of ERISA. Otherwise, the Prospectus, or of any statement contained therein which becomes untrue in any material respectServices will be considered non-fiduciary Consulting Services. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (ie) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to comply with all applicable federal and state privacy and information security laws governing the Manager such information as the Manager may reasonably request in connection therewithuse, disclosure and safeguarding of nonpublic personal information. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable requestf) In providing IRA rollover educational information, Adviser shall will not solicit Participants or provide recommendations to Participants on the Manager with access advisability of taking retirement plan distributions. Any Services to Participants that include discussions about individual distributions or how to invest the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser proceeds of a distribution will also provide, at the reasonable request of the Manager, periodic certifications, in be performed under a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed separate agreement with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers ActParticipant. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Funds and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Funds, provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the compliance officer of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code 's code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s 's code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, Part II which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV 's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of the Allocated Portions or senior management of the Adviser, in all material respects and do not omit each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActTrust, if any, arising out of an assignment or change in control. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Funds, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustAllocated Portions in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees Agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Trust and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio, provided, however, that routine regulatory examinations or sweep examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and, to the extent required by applicable law, will furnish a copy of its annual amendment all amendments to the Manager. Trust and the Manager as reasonably practicable, and in no case not less than annually. D. The statements contained Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Allocated Portion or senior management of the Adviser’s registration on Form ADV are true and correct , in all material respects and do not omit each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActTrust, if any, arising out of an assignment or change in control. E. The Adviser confirms agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustAllocated Portion in its composite performance.

REPRESENTATIONS OF ADVISER. (a) The Adviser represents, warrants, represents and agrees as follows: A. The Adviserwarrants that it: (i) is registered as an investment adviser under the Advisers Act (and will shall continue to be so registered for so long as this Agreement remains in effect); (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will shall seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will shall promptly notify the Manager Fund of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided ; (v) shall promptly notify the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that Fund if the Adviser Information is true and correct, contains no material misstatement the subject of fact and does not omit any material fact necessary to make an administrative proceeding or enforcement action by the statements therein not misleading. The Adviser further agrees to inform SEC or other regulatory authority; (vi) shall promptly notify the Manager and the Trust’s Administrator immediately Fund of any material fact known to the Adviser respecting regarding or relating to the Adviser that is not contained in would make any written information provided to the Prospectus, Fund materially inaccurate or of incomplete or if any statement contained therein which written information becomes untrue in any material respect. B. The ; (vii) shall promptly notify the Fund if the Adviser suffers a material adverse change in its business that would materially impair its ability to perform its duties under the Agreement; (viii) has adopted and implemented (and shall continue to maintain and implement for so long as this Agreement remains in effect) a written code of ethics complying Code that complies with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets Act; and (iiix) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser it has adopted and implemented written (and shall continue to maintain and implement for so long as this Agreement remains in effect) policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are procedures reasonably designed to prevent violations of federal securities laws Federal Securities Laws by the Adviser, its employees, officers officers, and agentsagents as may be required by Rule 206(4)-7 under the Adviser Act. Upon reasonable requestFor purposes of this paragraph, Adviser a “material adverse change” shall provide include, but shall not be limited to, a material loss of assets or accounts under management or the Manager with access departure of senior investment professionals to the records relating to extent such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request professionals are not replaced promptly with professionals of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedurescomparable quality. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager(b) Section 15(f). The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in In accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning Section 15(f) of the 1940 Act Act, the Adviser covenants as follows: (i) for a period of three years from March 4, 2025, none of the Adviser or its affiliated persons shall cause, and each shall use commercially reasonable efforts to prevent, any “interested person” of the Advisers Act. E. The Adviser confirms that neither it nor any of or its “affiliated persons,” , as such term is defined in the 1940 Act, to become a trustee of the Fund unless, taking into account such interest person, at least 75 percent of the Trustees are affiliated not interested persons of: (i) of the ManagerFund; and (ii) any other adviser for a period of two years following the effective date of this Agreement, none of the Adviser or its affiliated persons will cause, and each of the foregoing shall use commercially reasonable efforts to the Portfolio or prevent, any affiliated person from engaging in or causing, any act, practice, or arrangement that imposes an “unfair burden” on the Fund within the meaning of such adviser; (iiiSection 15(f) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust1940 Act; provided, however, that if the Fund or Adviser shall have obtained an order from the SEC exempting it from the provisions of Section 15(f), then this covenant shall be deemed to be modified to the extent necessary to permit the applicable Party to act in a manner consistent with such exemptive order or legal opinion.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Portfolio and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio, provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code 's code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s 's code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures ethics as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable material violations pertaining to the Manager, attesting to such written policies and proceduresPortfolio under Rule 17j-1(c)(2). D. C. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all amendments to the ManagerAdviser's form ADV to the Trust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV 's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment (within the meaning of the Investment Company Act) of this Agreement or change of control (within the meaning of the Investment Company Act) of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of the Allocated Portion or senior management of the Adviser, in all material respects and do not omit each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActTrust, if any, arising out of an assignment or change in control. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustAllocated Portion in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus will also promptly notify a Portfolio and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of a Portfolio, provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser has complied in all material respects with the requirements of Rule 17j-1 during the previous year and its Access Persons have complied with that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics relating to the Allocated Assets and (ii) identifying any services the Adviser performs under this Agreement or, if such a material violations which have occurred with respect violation has occurred, that appropriate action was taken in response to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. In ethics relating to the event services the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewithperforms under this Agreement. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV at least 48 hours prior to execution of this Agreement, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are true and correct in all material respects and do not omit the portfolio manager(s) of an Allocated Portion prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingor, promptly after, such change. The Adviser agrees to maintain the completeness and accuracy bear all reasonable expenses of its registration on Form ADV a Portfolio, if any, arising out of an assignment or change in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Actcontrol. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) a Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the Trustan Allocated Portion in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: : (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its “Access Persons Persons” (as defined in the 1940 Act) have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration brochure under the Advisers Act on Form ADV Part 2A as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV Part 1 are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviserPortfolio; (iii) Citigroup Global Markets Inc▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, the distributor for the Trust; or (iv) any trustee or officer of the Trust. Manager will provide to Adviser a list of all advisers to the Portfolio, any trustee or officer of the Trust, along with any updates thereto.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of our knowledge has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Portfolio and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio, provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer or a vice-president of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 and all other records relevant 17j-1(c)(1) but only to the Adviser’s code of ethics. In the event the Adviser has identified extent such reports and/or records relate to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewithprovision of services hereunder. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will use its best efforts to notify the Trust and the Manager of any assignment of this Agreement, or change of control of the Adviser, or any changes in the key personnel who are true and correct in all material respects and do not omit either the portfolio manager(s) of the Allocated Portion or senior management of the Adviser, as applicable, as soon as reasonably practicable prior to state any material facts required to be stated therein such assignment or necessary in order to make the statements therein not misleadingchange. The Adviser agrees to maintain bear all reasonable expenses of the completeness and accuracy Trust, if any, relating to shareholder notification of its registration on Form ADV the Adviser’s assignment or change in accordance with control provided that the Advisers Act. The Adviser acknowledges that it is an “continues to provide investment adviser” to the Fund with respect advisory services to the Allocated Assets within Portion subsequent to the meaning of the 1940 Act and the Advisers Actassignment. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustAllocated Portion in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics, as they pertain to the Allocated Assets. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that that, to its knowledge, neither it nor any of its “affiliated persons,” as defined in under the 1940 Act, are is an affiliated persons person of: (i) the Manager; , (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately promptly of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics, as they pertain to the Allocated Assets. In the event the Adviser has identified to the Manager Adviser a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms confirms, to the best of its knowledge, that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: : (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately promptly if the Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact known necessary to make the Adviser respecting or relating to the Adviser that is statements therein not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectmisleading. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws the Advisers Act by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “general partner is an affiliated persons,” person as defined in the 1940 Act, are affiliated persons Act of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, the distributor for the Trust; or (iviii) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately promptly if the Adviser Information ceases to be true and correct, contains a material misstatement of fact or omits any material fact known necessary to make the Adviser respecting or relating to the Adviser that is statements therein not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectmisleading. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws the Advisers Act by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “general partner is an affiliated persons,” person as defined in the 1940 Act, are affiliated persons Act of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, the distributor for the Trust; or (iviii) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, represents and agrees as follows: A. The Adviserwarrants that it: (i) is registered as an investment adviser under the Advisers Act (and will shall continue to be so registered for so long as this Agreement remains in effect); (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will shall seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will shall promptly notify the Manager Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided ; (v) shall promptly notify the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that Trust if the Adviser Information is true and correct, contains no material misstatement the subject of fact and does not omit any material fact necessary to make an administrative proceeding or enforcement action by the statements therein not misleading. The Adviser further agrees to inform SEC or other regulatory authority; (vi) shall promptly notify the Manager and the Trust’s Administrator immediately Trust of any material fact known to the Adviser respecting regarding or relating to the Adviser that is not contained in would make any written information provided to the Prospectus, Trust materially inaccurate or of incomplete or if any statement contained therein which written information becomes untrue in any material respect. B. The ; (vii) shall promptly notify the Trust if the Adviser suffers a material adverse change in its business that would materially impair its ability to perform its duties under the Agreement; (viii) has adopted and implemented (and shall continue to maintain and implement for so long as this Agreement remains in effect) a written code of ethics complying Code that complies with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets Act; and (iiix) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies (and procedures, shall continue to maintain and implement for so long as required by Rule 206(4)-7 under the Advisers Act, which are this Agreement remains in effect) a Compliance Manual that is reasonably designed to prevent violations of federal securities laws Federal Securities Laws by the Adviser, its employees, officers officers, and agents. Upon reasonable requestFor purposes of this paragraph, Adviser a “material adverse change” shall provide include, but shall not be limited to, a material loss of assets or accounts under management or the Manager with access departure (or threatened departure) of senior investment professionals to the records relating to extent such policies professionals are not replaced promptly with professions of comparable experience and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and proceduresquality. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics pursuant to, and complying with Rule 204A-1 under the Investment Advisers Act of 1940, as amended, and reflective of the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying certify to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying identify any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: ; (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Fund and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund; provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, a Managing Director of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all material amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the fund manager(s) of the Fund or senior management of the Adviser, in all material respects and do not omit each case, prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActFund, if any, arising out of an assignment or change in control. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustFund in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. (a) The Adviser: (i) is registered exempt from registration as an investment adviser under the Investment Advisers Act and will continue to be so registered for so long of 1940, as this Agreement remains in effectamended (the "Advisers Act"); (ii) is not prohibited by the 1940 Act or the Advisers Act or otherwise from performing the services contemplated by this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to under Section 9(a) of the 1940 Act or otherwise. . (b) The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectusadopted, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted will adopt within forty-five (45) days, a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin fifteen (15) days of the end of the last calendar quarter of each year that this Agreement is in effect, the president or a vice-president of the Adviser will comply shall certify that the Adviser has complied with the reporting requirements of Rule 17j-1, which may include (i) certifying to 17j-1 during the Manager previous year and that the Adviser and its Access Persons have complied with there has been no violation of the Adviser’s Code 's code of Ethics with respect ethics or, if such a violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the ManagerTrust, the Adviser shall permit the ManagerTrust, its employees or its agents or the appropriate regulatory authority to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s 's code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. (c) The Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under will notify the Advisers Act, which are reasonably designed to prevent violations Trust of federal securities laws by any change of control of the Adviser, including any change of its employeesgeneral partners or twenty-five percent (25%) of its shareholders, officers as applicable, and agents. Upon reasonable request, Adviser shall provide any changes in the Manager with access to key personnel who are either the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request portfolio manager(s) of athe Fund or senior management of the Manager, periodic certificationsAdviser, in a form reasonably acceptable each case prior to the Manager, attesting to or promptly after such written policies and procedureschange. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The AdviserAdviser or Delaware Management Business Trust, as applicable: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is they are true and correct, contains correct and contain no material misstatement of fact or omission, and does not omit any material fact necessary to make the statements therein not misleading. The Adviser it further agrees to inform the Manager and the Trust’s Administrator immediately promptly of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect , as they pertain to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. The Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, the Adviser shall provide the Manager with access to the records reasonable reports relating to such policies and procedures as they relate to the Allocated Assets. The Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts fact required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms confirms, to the best of its knowledge, that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets IncInc., the distributor for of the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is they are true and correct, contains correct and contain no material misstatement of fact or omission, and does not omit any material fact necessary to make the statements therein not misleading. The Adviser it further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 I7j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts fact required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” ”, as defined in the 1940 Act, are affiliated persons of: (i) the Manager; , (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Portfolio and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio, provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures ethics as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable material violations pertaining to the Manager, attesting to such written policies and proceduresPortfolio under Rule 17j-1(c)(2). D. C. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all amendments to the ManagerAdviser’s Form ADV to the Trust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment (within the meaning of the Investment Company Act) of this Agreement or change of control (within the meaning of the Investment Company Act) of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of the Allocated Portion or senior management of the Adviser, in all material respects and do not omit each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActTrust, if any, arising out of an assignment or change in control. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustAllocated Portion in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Fund and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund, provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code 's code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s 's code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV 's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of the Allocated Portion or senior management of the Adviser, in all material respects and do not omit each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingor, promptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActFund, if any, arising out of an assignment or change in control. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustAllocated Portion in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is they are true and correct, contains correct and contain no material misstatement of fact or omission, and does not omit any material fact necessary to make the statements therein not misleading. The Adviser it further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 17j -1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. The Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts fact required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms that neither it nor any of its “affiliated persons,” ”, as defined in the 1940 Act, are affiliated persons of: (i) the Manager; , (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees covenants as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement remains is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organizationagency, necessary to be met in order to perform the services contemplated by its obligations under this Agreement; (iv) has the power and authority to enter into and perform the services contemplated by its obligations under this Agreement; and (v) will promptly notify the Manager Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as an the investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein ; (the “Adviser Information”vi) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code certain of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable requestdirectors are subject to reporting requirements thereunder; and (vii) the Adviser is exempt or excluded from registering as a commodity pool operator or commodity trading adviser under the Commodity Exchange Act with respect to the Fund(s) and is not required to be a member of the National Futures Association because it does not engage in activity that requires such registration or membership. B. The Adviser will promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund(s) and affecting the Sub-Adviser; provided, however, that routine regulatory examinations not involving the Sub-Adviser shall provide not be required to be reported by this provision. C. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way make any representations as to its relationship with the Manager with access to Sub-Adviser or any of its respective affiliates in offering, marketing or other promotional materials without the records relating to such policies and procedures express written consent of the Sub-Adviser, which consent shall not be unreasonably withheld, except as they relate to required by rule, regulation or upon the Allocated Assets. Adviser will also provide, at the reasonable request of a governmental authority. Nothing in this Agreement is intended to prevent, or shall be construed as preventing, the ManagerAdviser or its affiliates from using the names of the Sub-Adviser (i) when doing so shall be required for disclosures that solely serve to identify Sub-Adviser in its role as sub-adviser to a Fund or (ii) in any response to a request for information/proposal, periodic certifications, in and the Adviser and its affiliates are expressly authorized to include the names of the Sub-Adviser on a form reasonably acceptable to the Manager, attesting to such written policies and proceduresrepresentative client list. D. The Adviser has provided agrees that the Manager and the Trust with a copy Sub-Adviser, as part of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do duties hereunder, is not omit to state any material facts required to be stated therein responsible for determining whether or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning each of the 1940 Act Fund(s) is a suitable and appropriate investment for the Advisers Actclients who invest in such Fund. E. The Adviser confirms agrees that neither it nor the Sub-Adviser may rely on specific information, instructions or requests given or made to Sub-Adviser by the Adviser with respect to the Trust, the Fund(s) and the management of Fund assets, which are believed to be in good faith by the Sub-Adviser to be reliable. F. The Adviser agrees to promptly notify the Sub-Adviser if any of its “affiliated persons,” as defined in the 1940 Actabove representations, are affiliated persons of: (i) the Manager; (ii) any other adviser warranties and covenants ceases to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trustbe true.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the Trust and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about itself set forth the Portfolio that directly relates to or otherwise materially and adversely affects the Portfolio, at law or in equity, before or by any court, public board or body, involving the Prospectus and has reviewed affairs of the description of its operationsPortfolio , duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges provided, however, that the Adviser Information is true and correct, contains no material misstatement of fact and does routine regulatory examinations shall not omit any material fact necessary be required to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all amendments to the Trust and the Manager at least annually, upon request from the Manager. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of the Allocated Portion or senior management of the Adviser, in all material respects and do not omit each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActTrust, if any, arising out of an assignment or change in control. E. The Adviser confirms has provided the Manager with a summary of its insurance coverage. The Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustAllocated Portion in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Fund and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Fund, provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code 's code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s 's code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures ethics as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable material violations pertaining to the Manager, attesting to such written policies and proceduresFund under Rule 17j-1(c)(2). D. C. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all amendments to the ManagerAdviser's form ADV to the Trust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV 's organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment (within the meaning of the Investment Company Act) of this Agreement or change of control (within the meaning of the Investment Company Act) of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of the Allocated Portion or senior management of the Adviser, in all material respects and do not omit each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActTrust, if any, arising out of an assignment or change in control. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustAllocated Portion in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered (or shall qualify for an exemption from registration) for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet meet, for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus will also promptly notify each Portfolio and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s), provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect those changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, which are true required by the Advisers Act. D. The Adviser will notify the Trust and correct the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in all material respects and do not omit the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Adviser, in each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActTrust, if any, arising out of an assignment or change in control. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Portfolio(s), the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trustin its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the information about itself set forth in the Prospectus Portfolios and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately if it is served or otherwise receives notice of any material fact known action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolios; provided, however, that routine regulatory examinations shall not be required to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, a Managing Director of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s Code code of Ethics with respect ethics or, if such a material violation has occurred, that appropriate action was taken in response to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assetssuch violation. Upon the reasonable written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by to the Adviser pursuant to by Rule 17j-1 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all material amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of the Portfolios or senior management of the Adviser, in all material respects and do not omit each case, prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActPortfolios, if any, arising out of an assignment or change in control. E. The Adviser confirms agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Portfolios, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustPortfolios in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser Sub-adviser represents, warrants, and agrees as follows: A. The AdviserSub-adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser Sub-adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser Sub-adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Sub-adviser Information”) and acknowledges that the Adviser Sub-adviser Information is true and correct, contains no material misstatement of fact and does not omit any material fact necessary to make the statements therein not misleading. The Adviser Sub-adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser Sub-adviser respecting or relating to the Adviser Sub-adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser Sub-adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser Sub-adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser Sub-adviser and its Access Persons have complied with the AdviserSub-adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser Sub-adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser Sub-adviser pursuant to Rule 17j-1 and all other records relevant to the AdviserSub-adviser’s code of ethics. In the event the Adviser Sub-adviser has identified to the Manager a material violation that has occurred with respect to the Allocated Assets, the Adviser Sub-adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser Sub-adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the AdviserSub-adviser, its employees, officers and agents. Upon reasonable request, Adviser Sub-adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser Sub-adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser Sub-adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the AdviserSub-adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser Sub-adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser Sub-adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser Sub-adviser confirms that neither it nor any of its “affiliated persons,” as defined in the 1940 Act, are affiliated persons of: (i) the Manager; (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees as follows: A. The Adviser: (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met, and will continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser has provided the information about itself set forth in the Prospectus and has reviewed the description of its operations, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges that the Adviser Information is they are true and correct, contains correct and contain no material misstatement of fact or omission, and does not omit any material fact necessary to make the statements therein not misleading. The Adviser it further agrees to inform the Manager and the Trust’s Administrator immediately promptly of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respect. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide the Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying to the Manager that the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records relevant to the Adviser’s code of ethics. In the event the Adviser has identified to the Manager a material violation that has occurred with respect , as they pertain to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewith. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with reasonable access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager and the Trust with a copy of its registration under the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment to the Manager. The statements contained in the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material facts fact required to be stated therein or necessary in order to make the statements therein not misleading. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning of the 1940 Act and the Advisers Act. E. The Adviser confirms confirms, to the best of its knowledge, that neither it nor any of its “affiliated persons,” ”, as defined in the 1940 Act, are affiliated persons of: (i) the Manager; , (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the distributor for the Trust; or (iv) any trustee or officer of the Trust.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, warrants and agrees as follows: A. The Adviser: Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met, met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory organization, agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Investment Company Act or otherwise. The Adviser has provided will also promptly notify the Trust and the Manager if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation requesting information about itself set forth the Portfolio that directly relates to or otherwise materially and adversely affects the Portfolio, at law or in equity, before or by any court, public board or body, involving the Prospectus and has reviewed affairs of the description of its operationsPortfolio, duties and responsibilities as set forth therein (the “Adviser Information”) and acknowledges provided, however, that the Adviser Information is true and correct, contains no material misstatement of fact and does routine regulatory examinations shall not omit any material fact necessary be required to make the statements therein not misleading. The Adviser further agrees to inform the Manager and the Trust’s Administrator immediately of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectbe reported by this provision. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Investment Company Act and, if it has not already done so, and will provide the Manager and the Trust Board with a copy of such code of ethics, together with evidence of its adoption. On at least an annual basisWithin forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Compliance Officer, Chief Operating Officer, Managing Director, Executive Director or a Vice-President of the Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i) certifying shall certify to the Manager that the Adviser and its Access Persons have has complied with the Adviser’s Code requirements of Ethics with respect to the Allocated Assets and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made by the Adviser pursuant to Rule 17j-1 during the previous year and all other records relevant to that there has been no material violation of the Adviser’s code of ethics. In the event the Adviser has identified to the Manager ethics or, if such a material violation has occurred, that has occurred with respect appropriate action was taken in response to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as the Manager may reasonably request in connection therewithviolation. C. Adviser has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers and agents. Upon reasonable request, Adviser shall provide the Manager with access to the records relating to such policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the Manager, attesting to such written policies and procedures. D. The Adviser has provided the Manager Trust and the Trust Manager with a copy of its registration under Form ADV, which as of the Advisers Act on date of this Agreement is its Form ADV as most recently filed with the SEC Securities and hereafter Exchange Commission and promptly will furnish a copy of its annual amendment all amendments to the ManagerTrust and the Manager at least annually. The statements contained Such amendments shall reflect all changes in the Adviser’s registration on Form ADV organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act. D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are true and correct either the portfolio manager(s) of the Allocated Portion or senior management of the Adviser, in all material respects and do not omit each case prior to state any material facts required to be stated therein or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain the completeness and accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning bear all reasonable expenses of the 1940 Act and the Advisers ActTrust, if any, arising out of an assignment or change in control. E. The Adviser confirms has provided the Manager with a summary of its insurance coverage. The Adviser will maintain its insurance coverage at least at the amounts set forth in the summary. F. The Adviser agrees that neither it it, nor any of its “affiliated persons,” as defined affiliates, will knowingly in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the Fund, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager; (ii) any other adviser to , except as required by rule, regulation or upon the Portfolio or any affiliated person request of such adviser; (iii) Citigroup Global Markets Inca governmental authority. However, the distributor for Adviser may use the Trust; or (iv) any trustee or officer performance of the TrustAllocated Portion in its composite performance.