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) 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 and acknowledges that they are true and correct and contain no material misstatement or omission, and it further agrees to inform the Manager and the Trust’s Administrator 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. 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 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, 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 agrees, as of the date hereof, 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 has all governmental, regulatory, self-regulatory and exchange licenses, registrations, memberships and approvals required to act as investment adviser to the 1940 Act or the Advisers Act from performing the services contemplated by this AgreementCompany and it will maintain any such required licenses, registrations, memberships and approvals; (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 (viv) will promptly notify the Manager Subadviser 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. B. The Company is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and the Trust is registered as an investment company under the 1940 Act and shall maintain such registration in good standing throughout the term of this Agreement. C. The Adviser is an entity duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially affect the Adviser’s ability to perform its obligations under this Agreement. The Adviser has provided the information about itself set forth in the Prospectus full power and has reviewed the description of authority to perform its operations, duties and responsibilities as set forth therein and acknowledges that they are true and correct and contain no material misstatement or omission, obligations under this Agreement and it further agrees has the requisite power and authority to inform the Manager own property, perform its obligations and the Trust’s Administrator 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 conduct 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. 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 proceduresbusiness. D. The Adviser has provided execution and delivery of this Agreement, the Manager incurrence of the obligations herein set forth and the Trust with consummation of the transactions contemplated herein will not constitute a copy of its registration under breach of, or default under, any instrument or agreement by which the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment Adviser is bound or any order, rule, statue or regulation applicable to the Manager. The statements contained in Adviser of any court or any governmental body or administrative agency having jurisdiction over the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material 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 including, without limitation the 1940 Act and or the Advisers Act. E. This Agreement has been duly and validly authorized, executed and delivered by the Adviser and constitutes a legal, valid and binding agreement of the Adviser enforceable in accordance with its terms. This Agreement has been duly approved by the Company and the Board in accordance with all applicable requirements of the 1940 Act. F. To its knowledge the Adviser is not in default of any material obligation to the Company to which it is bound or agreement to which it is a party, nor is the Adviser in violation of any statute, regulation, law, order, writ, injunction, judgment or decree to which it is subject, which default or violation would materially adversely affect the business or financial condition of the Adviser or its ability to provide services to the Company or are reasonably likely to have a material adverse effect on the Adviser’s ability to carry out its obligations to the Company or under this Agreement. G. The Adviser confirmsassets of the Company do not constitute (i) “plan assets” for the purposes of Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); or (ii) a “plan” within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended. H. The Company is a “qualified eligible person” (“QEP”) as defined in Commodity Futures Trading Commission Rule 4.7 (“CFTC Rule 4.7”), and hereby consents to be treated as an “exempt account” under CFTC Rule 4.7. I. Other than as may have been disclosed in writing to the Subadviser, there is not pending, or to the best of its knowledgethe Adviser’s knowledge threatened, that neither it nor any action, suit or proceeding before or by any court or other governmental body, in relation to the Company, to which the Adviser is a party, or to which any of the assets of the Adviser are subject, which would reasonably be expected to have a material adverse effect on the Adviser’s ability to perform its obligations under this Agreement. Other than as may have been disclosed in writing to the Subadviser, the Adviser has not received any notice of an investigation or warning letter in relation to the Company from any regulatory organization, including, without limitation, the SEC, the NFA or the CFTC regarding material non-compliance by the Adviser with any rule, regulation or statute, which notice or letter is reasonably expected to result in a material adverse effect on the Adviser’s ability to perform its obligations under this Agreement. J. The assets deposited in accounts allocated to the Subadviser Assets may be utilized to satisfy each margin call relating to any derivative transaction entered into by the Subadviser on behalf of the Company, subject at all times, to terms of the applicable collateral agreement; K. The Adviser and the Company are subject to anti-money laundering policies and procedures designed to promote compliance by the Adviser and the Company with the laws applicable to the Adviser and the Company. L. The Company is an “affiliated persons”, eligible contract participant” as defined in Section la(18) of the 1940 ActCEA for all purposes, are affiliated persons of: (i) including engaging in over-the-counter foreign exchange transactions; If at any time, any event shall occur which would make any of the Manager, (ii) foregoing representations and warranties of the Adviser no longer true and accurate in any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Incmaterial respect, the distributor for Adviser shall notify the Trust; or (iv) any trustee or officer of the TrustSubadviser as soon as is reasonably practicable, except as prohibited by applicable law.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees agrees, as of the date hereof, 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; and (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 . B. The Trust is registered as an investment adviser company under the 1940 Act and shall maintain such registration in good standing throughout the term of this Agreement. C. The Adviser is an investment company pursuant entity duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to Section 9(a) be duly qualified would materially affect the Adviser’s ability to perform its obligations under this Agreement. The Adviser has full power and authority to perform its obligations under this Agreement and it has the requisite power and authority to own property, perform its obligations and conduct its business. D. The execution and delivery of this Agreement, the incurrence of the obligations herein set forth and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, any instrument by which the Adviser is bound or any order, rule, statue or regulation applicable to the Adviser of any court or any governmental body or administrative agency having jurisdiction over the Adviser including, without limitation 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 and acknowledges that they are true and correct and contain no material misstatement or omission, and it further agrees to inform the Manager and the Trust’s Administrator 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. 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 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. This Agreement has been duly and validly authorized, executed and delivered by the Adviser and constitutes a legal, valid and binding agreement of the Adviser enforceable in accordance with its terms. This Agreement has been duly approved by the Trust and the Board in accordance with all applicable requirements of the 1940 Act. F. The Adviser confirmsis not in default of any material obligation to which it is bound or agreement to which it is a party, nor is the Adviser in violation of any statute, regulation, law, order, writ, injunction, judgment or decree to which it is subject, which default or violation would materially adversely affect the best business or financial condition of the Adviser or is reasonably likely to have a material adverse effect on the Adviser’s ability to carry out its knowledge, that neither it nor any of its obligations under this Agreement. G. Each Fund is an “affiliated persons”, eligible contract participant” as defined in the 1940 ActCEA and a “United States person” within the meaning of Section 7701(a)(30) of the Code. If at any time, are affiliated persons of: (i) any event shall occur which would make any of the Manager, (ii) foregoing representations and warranties of the Adviser no longer true and accurate in any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Incmaterial respect, the distributor for Adviser shall notify the Trust; or (iv) any trustee or officer of the TrustSubadviser as soon as is reasonably practicable, except as prohibited by applicable law.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees agrees, as of the date hereof, 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 (viii) will promptly notify the Manager Subadviser 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. B. The Trust is registered as an investment company under the 1940 Act and shall maintain such registration in good standing throughout the term of this Agreement. C. The Adviser is an entity duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially affect the Adviser’s ability to perform its obligations under this Agreement. The Adviser has provided the information about itself set forth in the Prospectus full power and has reviewed the description of authority to perform its operations, duties and responsibilities as set forth therein and acknowledges that they are true and correct and contain no material misstatement or omission, obligations under this Agreement and it further agrees has the requisite power and authority to inform the Manager own property, perform its obligations and the Trust’s Administrator 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 conduct 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. 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 proceduresbusiness. D. The Adviser has provided execution and delivery of this Agreement, the Manager incurrence of the obligations herein set forth and the Trust with consummation of the transactions contemplated herein will not constitute a copy of its registration under breach of, or default under, any instrument by which the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment Adviser is bound or any order, rule, statue or regulation applicable to the Manager. The statements contained in Adviser of any court or any governmental body or administrative agency having jurisdiction over the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material 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 including, without limitation the 1940 Act and or the Advisers Act. E. This Agreement has been duly and validly authorized, executed and delivered by the Adviser and constitutes a legal, valid and binding agreement of the Adviser enforceable in accordance with its terms. The Adviser confirmsacts as “manager of managers” for the Fund in reliance on an exemptive order of the SEC granting exemptions from certain provisions of the 1940 Act (the “Exemptive Order”). Pursuant to the Exemptive Order, ▇.▇. ▇▇▇▇▇▇-affiliated funds are permitted, subject to supervision and approval of the Board, to enter into and materially amend sub-advisory agreements with unaffiliated sub-advisers without such agreements being approved by the best shareholders of its knowledge, that neither it nor any the Fund. This Agreement has been duly approved by the Trust and the Board in accordance with all applicable requirements of its “affiliated persons”, as defined in the 1940 Act, are affiliated persons of: (i) . F. The Adviser has been duly appointed by the Manager, (ii) any other adviser Board and shareholders of the Fund to provide investment advisory services to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets IncFund as contemplated by the Advisory Agreement and the Adviser is authorized to delegate the duties and obligations that are to be undertaken by the Subadviser pursuant to this Agreement thereunder. G. Upon request, the distributor Adviser will deliver to the Subadviser a true and complete copy of the Prospectus, as effective from time to time, such other documents or instruments governing the investments of the Fund, if applicable, and such other information as is necessary for the Trust; or (iv) Subadviser to carry out its obligations under this Agreement. If at any trustee or officer time, any event shall occur which would make any of the Trustforegoing representations and warranties of the Adviser no longer true and accurate in any material respect, the Adviser shall notify the Subadviser as soon as is reasonably practicable, except as prohibited by applicable law.

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 and acknowledges that they are true and correct and contain no material misstatement or omission, and it further agrees to inform the Manager and the Trust’s Administrator promptly 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, as they pertain to the Allocated Assets. 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 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 fact 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 the best maintain an appropriate level of its knowledge, errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons”affiliates, as defined 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, and agrees agrees, as of the date hereof, as follows: A. (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; and (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 . (vb) The Trust is, or will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving be, registered as an investment adviser company under the 1940 Act and shall maintain such registration in good standing throughout the term of an this Agreement, and the Trust has elected, or will elect, to qualify and has qualified, together with the Fund, as a regulated investment company pursuant under the Code, and the Fund’s shares are registered under the 1933 Act. (c) The Adviser is an entity duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to Section 9(abe duly qualified would materially affect the Adviser’s ability to perform its obligations under this Agreement. The Adviser has full power and authority to perform its obligations under this Agreement and it has the requisite power and authority to own property, perform its obligations and conduct its business. (d) The execution and delivery of this Agreement, the incurrence of the obligations herein set forth and the consummation of the transactions contemplated herein will not constitute a breach of, or default under, any instrument by which the Adviser is bound or any order, rule, statue or regulation applicable to the Adviser of any court or any governmental body or administrative agency having jurisdiction over the Adviser including, without limitation 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 and acknowledges that they are true and correct and contain no material misstatement or omission, and it further agrees to inform the Manager and the Trust’s Administrator 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 respectAdvisers Act. B. The Adviser (e) This Agreement has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act andbeen duly and validly authorized, if it has not already done so, will provide the Manager executed 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 delivered by the Adviser and its Access Persons have complied with the Adviser’s Code of Ethics with respect to the Allocated Assets constitutes a legal, valid and (ii) identifying any material violations which have occurred with respect to the Allocated Assets. Upon the reasonable request binding agreement 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. 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 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 enforceable in accordance with its terms. This Agreement has been duly approved by the Advisers Trust and the Board of Trustees of the Trust in accordance with all applicable requirements of the 1940 Act. The Adviser acknowledges that it is an “investment adviser” received a copy of the Sub-Adviser’s Form ADV prior to the Fund with respect execution of this Agreement. (f) The Adviser is not in default of any material obligation to which it is bound or agreement to which it is a party, nor is the Allocated Assets within Adviser in violation of any statute, regulation, law, order, writ, injunction, judgment or decree to which it is subject, which default or violation would materially adversely affect the meaning business or financial condition of the 1940 Act and Adviser or is reasonably likely to have a material adverse effect on the Advisers ActAdviser’s ability to carry out its obligations under this Agreement. E. The Adviser confirms, to the best of its knowledge, that neither it nor any of its (e) Each Fund is a “affiliated persons”, qualified institutional buyer” as defined in the 1940 Rule 144A under the 1933 Act. If at any time, are affiliated persons of: (i) any event shall occur which would make any of the Manager, (ii) foregoing representations and warranties of the Adviser no longer true and accurate in any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Incmaterial respect, the distributor for Adviser shall notify the Trust; or (iv) any trustee or officer of the TrustSub-Adviser as soon as is reasonably practicable, except as prohibited by applicable law.

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) to the best of its knowledge, 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 and acknowledges that they are true and correct and contain no material misstatement or omission, and it further agrees to inform the Manager and the Trust’s Administrator promptly 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, as they pertain ethics but only to the Allocated Assetsextent such reports and/or records relate to the provision 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 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 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 fact 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 the best maintain an appropriate level of its knowledge, errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons”affiliates, as defined 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, and agrees agrees, as of the date hereof, 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 (viii) will promptly notify the Manager Subadviser 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. B. The Company is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and the Trust is registered as an investment company under the 1940 Act and shall maintain such registration in good standing throughout the term of this Agreement. C. The Adviser is an entity duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially affect the Adviser’s ability to perform its obligations under this Agreement. The Adviser has provided the information about itself set forth in the Prospectus full power and has reviewed the description of authority to perform its operations, duties and responsibilities as set forth therein and acknowledges that they are true and correct and contain no material misstatement or omission, obligations under this Agreement and it further agrees has the requisite power and authority to inform the Manager own property, perform its obligations and the Trust’s Administrator 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 conduct 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. 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 proceduresbusiness. D. The Adviser has provided execution and delivery of this Agreement, the Manager incurrence of the obligations herein set forth and the Trust with consummation of the transactions contemplated herein will not constitute a copy of its registration under breach of, or default under, any instrument by which the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment Adviser is bound or any order, rule, statue or regulation applicable to the Manager. The statements contained in Adviser of any court or any governmental body or administrative agency having jurisdiction over the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material 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 including, without limitation the 1940 Act and or the Advisers Act. E. The This Agreement has been duly and validly authorized, executed and delivered by the Adviser confirmsand constitutes a legal, to valid and binding agreement of the best Adviser enforceable in accordance with its terms. This Agreement has been duly approved by the Company and the Board in accordance with all applicable requirements of its knowledge, that neither it nor any of its “affiliated persons”, as defined in the 1940 Act, are affiliated persons of: (i) . F. The Adviser has been duly appointed by the Manager, (ii) any other adviser Board to provide investment advisory services to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets IncCompany as contemplated by the Advisory Agreement and the Adviser is authorized to delegate the duties and obligations that are to be undertaken by the Subadviser pursuant to this Agreement thereunder. G. Upon request, the distributor Adviser will deliver to the Subadviser such documents or instruments governing the investments of the Company, if applicable, and such other information as is necessary for the Trust; or (iv) Subadviser to carry out its obligations under this Agreement. If at any trustee or officer time, any event shall occur which would make any of the Trustforegoing representations and warranties of the Adviser no longer true and accurate in any material respect, the Adviser shall notify the Subadviser as soon as is reasonably practicable, except as prohibited by applicable law.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees agrees, as of the date hereof, 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 has all governmental, regulatory, self-regulatory and exchange licenses, registrations, memberships and approvals required to act as investment adviser to the 1940 Act or the Advisers Act from performing the services contemplated by this AgreementFund and it will maintain any such required licenses, registrations, memberships and approvals; (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 (viv) will promptly notify the Manager Subadviser 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. B. The Trust is registered as an investment company under the 1940 Act and shall maintain such registration in good standing throughout the term of this Agreement. C. The Adviser is an entity duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially affect the Adviser’s ability to perform its obligations under this Agreement. The Adviser has provided the information about itself set forth in the Prospectus full power and has reviewed the description of authority to perform its operations, duties and responsibilities as set forth therein and acknowledges that they are true and correct and contain no material misstatement or omission, obligations under this Agreement and it further agrees has the requisite power and authority to inform the Manager own property, perform its obligations and the Trust’s Administrator 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 conduct 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. 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 proceduresbusiness. D. The Adviser has provided execution and delivery of this Agreement, the Manager incurrence of the obligations herein set forth and the Trust with consummation of the transactions contemplated herein will not constitute a copy of its registration under breach of, or default under, any instrument or agreement by which the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment Adviser is bound or any order, rule, statue or regulation applicable to the Manager. The statements contained in Adviser of any court or any governmental body or administrative agency having jurisdiction over the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material 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 including, without limitation the 1940 Act and or the Advisers Act. E. This Agreement has been duly and validly authorized, executed and delivered by the Adviser and constitutes a legal, valid and binding agreement of the Adviser enforceable in accordance with its terms. This Agreement has been duly approved by the Trust and the Board in accordance with all applicable requirements of the 1940 Act. F. To its knowledge the Adviser is not in default of any material obligation to the Fund to which it is bound or agreement to which it is a party, nor is the Adviser in violation of any statute, regulation, law, order, writ, injunction, judgment or decree to which it is subject, which default or violation would materially adversely affect the business or financial condition of the Adviser or its ability to provide services to the Trust or are reasonably likely to have a material adverse effect on the Adviser’s ability to carry out its obligations to the Trust or under this Agreement. G. The Adviser confirmsassets of the Fund do not constitute (i) “plan assets” for the purposes of Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); or (ii) a “plan” within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended. H. The Fund is a “qualified eligible person” (“QEP”) as defined in Commodity Futures Trading Commission Rule 4.7 (“CFTC Rule 4.7”), and hereby consents to be treated as an “exempt account” under CFTC Rule 4.7. I. Other than as may have been disclosed in writing to the Subadviser, there is not pending, or to the best of its knowledgethe Adviser’s knowledge threatened, that neither it nor any action, suit or proceeding before or by any court or other governmental body, in relation to the Fund, to which the Adviser is a party, or to which any of the assets of the Adviser are subject, which would reasonably be expected to have a material adverse effect on the Adviser’s ability to perform its obligations under this Agreement. Other than as may have been disclosed in writing to the Subadviser, the Adviser has not received any notice of an investigation or warning letter in relation to the Fund from any regulatory organization, including, without limitation, the SEC, the NFA or the CFTC regarding material non-compliance by the Adviser with any rule, regulation or statute, which notice or letter is reasonably expected to result in a material adverse effect on the Adviser’s ability to perform its obligations under this Agreement. J. The assets deposited in accounts allocated to the Subadviser Assets may be utilized to satisfy each margin call relating to any derivative transaction entered into by the Subadviser on behalf of the Fund, subject at all times, to terms of the applicable collateral agreement; K. The Adviser and the Fund are subject to anti-money laundering policies and procedures designed to promote compliance by the Adviser and the Fund with the laws applicable to the Adviser and the Six Circles Funds. L. The Fund is an “affiliated persons”, eligible contract participant” as defined in Section la(18) of the 1940 ActCEA for all purposes, are affiliated persons of: (i) including engaging in over-the-counter foreign exchange transactions; If at any time, any event shall occur which would make any of the Manager, (ii) foregoing representations and warranties of the Adviser no longer true and accurate in any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Incmaterial respect, the distributor for Adviser shall notify the Trust; or (iv) any trustee or officer of the TrustSubadviser as soon as is reasonably practicable, except as prohibited by applicable law.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees agrees, as of the date hereof, 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 (viii) will promptly notify the Manager Subadviser 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. B. The Trust is registered as an investment company under the 1940 Act and shall maintain such registration in good standing throughout the term of this Agreement. C. The Adviser is an entity duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially affect the Adviser’s ability to perform its obligations under this Agreement. The Adviser has provided the information about itself set forth in the Prospectus full power and has reviewed the description of authority to perform its operations, duties and responsibilities as set forth therein and acknowledges that they are true and correct and contain no material misstatement or omission, obligations under this Agreement and it further agrees has the requisite power and authority to inform the Manager own property, perform its obligations and the Trust’s Administrator 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 conduct 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. 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 proceduresbusiness. D. The Adviser has provided execution and delivery of this Agreement, the Manager incurrence of the obligations herein set forth and the Trust with consummation of the transactions contemplated herein will not constitute a copy of its registration under breach of, or default under, any instrument by which the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment Adviser is bound or any order, rule, statue or regulation applicable to the Manager. The statements contained in Adviser of any court or any governmental body or administrative agency having jurisdiction over the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material 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 including, without limitation the 1940 Act and or the Advisers Act. E. The This Agreement has been duly and validly authorized, executed and delivered by the Adviser confirmsand constitutes a legal, to valid and binding agreement of the best Adviser enforceable in accordance with its terms. This Agreement has been duly approved by the Trust and the Board in accordance with all applicable requirements of its knowledge, that neither it nor any of its “affiliated persons”, as defined in the 1940 Act. F. The Adviser has received and understands the information contained in the Subadviser’s Collateralized Trading Disclosure Statement (June 2019), are affiliated persons of: (i) which may be amended in writing from time to time by the Manager, (ii) any other adviser Subadviser. G. With respect to the Portfolio or any affiliated person registration requirements of such adviser; the U.S. Commodity Exchange Act (iii“CEA”), and the membership requirements of the U.S. National Futures Association (the “NFA”), relating to commodity pool operators and commodity trading advisors, Adviser (A) Citigroup Global Markets Incengages in activities requiring registration under the CEA, is appropriately registered with the distributor for Commodity Futures Trading Commission (“CFTC”) and is a member of the TrustNFA; or (ivB) does not engage in activities requiring NFA membership or registration under the CEA; or (C) engages in activities requiring registration under the CEA but is exempt from CFTC registration requirements and NFA membership requirements and has filed all documents necessary in connection therewith. If at any trustee or officer time, any event shall occur which would make any of the Trustforegoing representations and warranties of the Adviser no longer true and accurate in any material respect, the Adviser shall notify the Subadviser as soon as is reasonably practicable, except as prohibited by applicable law.

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) to the best of its knowledge, 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 and acknowledges that they are true and correct and contain no material misstatement or omission, and it further agrees to inform the Manager and the Trust’s Administrator promptly 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, as they pertain ethics but only to the Allocated Assetsextent such reports and/or records relate to the provision 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 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 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 fact 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 the best maintain an appropriate level of its knowledge, errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons”affiliates, as defined 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, 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 and acknowledges that they are true and correct and contain no material misstatement or omission, and it further agrees to inform the Manager and the Trust’s Administrator promptly 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, as they pertain to the Allocated Assets. 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 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 fact 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 the best maintain an appropriate level of its knowledge, errors and omissions or professional liability insurance coverage. F. The Adviser agrees that neither it it, nor any of its “affiliated persons”affiliates, as defined 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 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 Contract 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 AgreementContract; (iii) to the best of its knowledge, has met, met and will seek to continue to meet for so long as this Agreement Contract 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 AgreementContract; (iv) has the authority to enter into and perform the services contemplated by this AgreementContract; 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 will also immediately 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 and acknowledges that they are true and correct and contain no material misstatement or omission, and it further agrees to inform the Manager Fund and the Trust’s Administrator promptly Trust if it is served or otherwise receives notice of any material fact known to action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the Adviser respecting or relating to affairs of the Adviser that is not contained in the Prospectus, or of any statement contained therein which becomes untrue in any material respectFund. B. (b) The Adviser has adopted and will maintain 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 (45) days of the end of the last calendar quarter of each year that this Contract is in effect, the president, Chief Operating Officer or a vice-president of the Adviser will comply shall certify to the Trust 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 Manager, its employees or its agents Trust to examine the reports required to be made by 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, as they pertain to the Allocated Assets. 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. (c) The Adviser has provided the Manager and the Trust 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 ("SEC") and promptly will furnish a copy of its annual amendment all amendments to the ManagerTrust 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 Investment Advisers Act of 1940. (d) The Adviser will notify the Trust of any change of control of the Adviser, including any change of its general partners, controlling persons or 25% shareholders, 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 to state any material fact required to be stated therein each case prior to, or necessary in order to make the statements therein not misleadingpromptly after, such change. The Adviser agrees to maintain bear all reasonable expenses of the completeness and accuracy Fund, if any, arising out of its registration on Form ADV such change in accordance with the Advisers Act. control. (e) The Adviser acknowledges that it is agrees to maintain an “investment adviser” to the Fund with respect to the Allocated Assets within the meaning appropriate level of the 1940 Act errors and the Advisers Actomissions or professional liability insurance coverage. E. (f) The Adviser confirms, to the best of its knowledge, agrees that neither it it, nor any of its “affiliated persons”affiliates, as defined will in any way refer directly or indirectly to its relationship with the 1940 ActTrust, are affiliated persons of: (i) the ManagerFund, (ii) any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inctheir respective affiliates in offering, marketing or other promotional materials without the distributor for the Trust; or (iv) any trustee or officer express written consent of the Trust. However, the Adviser may use the performance of the Fund in its composite performance.

REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and agrees agrees, as of the date hereof, 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 (viii) will promptly notify the Manager Subadviser 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. B. The Trust is registered as an investment company under the 1940 Act and shall maintain such registration in good standing throughout the term of this Agreement. C. The Adviser is an entity duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and in good standing in each other jurisdiction in which the nature or conduct of its business requires such qualification and the failure to be duly qualified would materially affect the Adviser’s ability to perform its obligations under this Agreement. The Adviser has provided the information about itself set forth in the Prospectus full power and has reviewed the description of authority to perform its operations, duties and responsibilities as set forth therein and acknowledges that they are true and correct and contain no material misstatement or omission, obligations under this Agreement and it further agrees has the requisite power and authority to inform the Manager own property, perform its obligations and the Trust’s Administrator 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 conduct 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. 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 proceduresbusiness. D. The Adviser has provided execution and delivery of this Agreement, the Manager incurrence of the obligations herein set forth and the Trust with consummation of the transactions contemplated herein will not constitute a copy of its registration under breach of, or default under, any instrument by which the Advisers Act on Form ADV as most recently filed with the SEC and hereafter will furnish a copy of its annual amendment Adviser is bound or any order, rule, statue or regulation applicable to the Manager. The statements contained in Adviser of any court or any governmental body or administrative agency having jurisdiction over the Adviser’s registration on Form ADV are true and correct in all material respects and do not omit to state any material 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 including, without limitation the 1940 Act and or the Advisers Act. E. The Adviser confirms, represents that it is registered as a CPO with the CFTC and relies on Rule 4.12(c)(3) with respect to the best Fund. F. This Agreement has been duly and validly authorized, executed and delivered by the Adviser and constitutes a legal, valid and binding agreement of the Adviser enforceable in accordance with its knowledge, that neither it nor any terms. This Agreement has been duly approved by the Trust and the Board in accordance with all applicable requirements of its “affiliated persons”, as defined in the 1940 Act. If at any time, are affiliated persons of: (i) any event shall occur which would make any of the Manager, (ii) foregoing representations and warranties of the Adviser no longer true and accurate in any other adviser to the Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Incmaterial respect, the distributor for Adviser shall notify the Trust; or (iv) any trustee or officer of the TrustSubadviser as soon as is reasonably practicable, except as prohibited by applicable law.