Common use of Custody Arrangements Clause in Contracts

Custody Arrangements. The Fund or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any material changes in such custodian banks or custody arrangements. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions. Subadviser shall not directly or indirectly take custody of the assets of the Fund; such assets shall always be held in the name of the custodian, or in street name, as determined by the custodian of the Fund selected by the Trust or the Adviser. Adviser, through the selected custody arrangements of the Fund or otherwise, shall be responsible, to provide facility to: (a) provide an independent custodian of the Subadviser Assets to take, hold, invest and re-invest mutual fund assets at the direction of Subadviser; (b) provide a security trade execution on-line electronic facility; (c) provide a current and updated listing of securities available for investment; (d) review and approve all security trades directed by Subadviser and process approved trades; (e) provide email confirmation that trade directives were received and processed within one business day after receipt of directive; (f) manage the Subadviser Assets including collection of dividends, interest, proceeds of sale and other monies due and collectable therefor; (g) provide Subadviser with a daily schedule of assets file, in electronic format, which, at a minimum, details the cusip, security name, number of shares and total dollar value as of close of business on the immediately previous business day for each security then owned; (h) provide Subadviser with a daily accounting of the net asset value of the Fund, in electronic format, including detail regarding all relevant fees inclusive of the Compensation payable hereunder;

Custody Arrangements. The Fund Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any material changes in such custodian banks or custody arrangements. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions. Subadviser shall not directly or indirectly take custody of the assets of the Fund; such assets shall always be held in the name of the custodian, or in street name, as determined by the custodian of the Fund selected by the Trust or the Adviser. Adviser, through the selected custody arrangements of the Fund or otherwise, shall be responsible, to provide facility to: (a) provide an independent custodian of the Subadviser Assets to take, hold, invest and re-invest mutual fund assets at the direction of Subadviser; (b) provide a security trade execution on-line electronic facility; (c) provide a current and updated listing of securities available for investment; (d) review and approve all security trades directed by Subadviser and process approved trades; (e) provide email confirmation that trade directives were received and processed within one business day after receipt of directive; (f) manage the Subadviser Assets including collection of dividends, interest, proceeds of sale and other monies due and collectable therefor; (g) provide Subadviser with a daily schedule of assets file, in electronic format, which, at a minimum, details the cusip, security name, number of shares and total dollar value as of close of business on the immediately previous business day for each security then owned; (h) provide Subadviser with a daily accounting of the net asset value of the Fund, in electronic format, including detail regarding all relevant fees inclusive of the Compensation payable hereunder;

Custody Arrangements. The Fund or Sub-Advisor, on each business day, shall provide the Adviser shall notify the Subadviser of the identities of Advisor, its custodian banks consultant(s) and the custody arrangements therewith with respect Trust’s custodian such information as the Advisor and the Trust’s custodian may reasonably request relating to all transactions concerning the Sub-Advisor Assets. The Sub-Advisor shall have the authority to instruct the Trust’s custodian: (i) to pay cash for securities and other property delivered to the Subadviser Assets custodian, (ii) to deliver securities and shall give the Subadviser written notice of any material changes in such custodian banks or custody arrangements. The Subadviser shall have no liability other property against payment for the acts Sub-Advisor Assets, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. For the avoidance of doubt, the Sub-Advisor shall not have the authority to cause the custodian to deliver securities and other property or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given pay cash to the authorized custodian(s) Sub-Advisor except as expressly provided herein. All transactions will be consummated by a representative of the Subadviser properly authorized (pursuant payment to written instruction or delivery by the Adviser) to give such instructions. Subadviser shall not directly or indirectly take custody of the assets of the Fund; such assets shall always be held in the name of the custodian, or in street name, such depositaries or agents as determined may be designated by the custodian in writing, of all cash and/or securities due to or from the Fund selected Sub-Advisor Assets, and the Sub-Advisor shall not have possession or custody thereof. The Trust shall issue to the custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Trust Sub-Advisor. The Sub-Advisor shall have the power and authority hereunder, but no responsibility or the Adviser. Adviser, through the selected custody arrangements of the Fund or otherwise, shall be responsibleobligation, to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Sub-Advisor Assets, including, without limitation, to file proofs of claim or other documents related to such proceedings (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving a Fund’s assets, and the Advisor acknowledges and agrees that such power and authority, but no such responsibility or obligation, is delegated hereunder. Nevertheless, the Sub-Advisor agrees that it shall provide facility to: (a) provide an independent custodian of the Subadviser Assets Advisor with any and all documentation or information relating to take, hold, invest and re-invest mutual fund assets at the direction of Subadviser; (b) provide a security trade execution on-line electronic facility; (c) provide a current and updated listing of securities available for investment; (d) review and approve all security trades directed Litigation as may reasonably be requested by Subadviser and process approved trades; (e) provide email confirmation that trade directives were received and processed within one business day after receipt of directive; (f) manage the Subadviser Assets including collection of dividends, interest, proceeds of sale and other monies due and collectable therefor; (g) provide Subadviser with a daily schedule of assets file, in electronic format, which, at a minimum, details the cusip, security name, number of shares and total dollar value as of close of business on the immediately previous business day for each security then owned; (h) provide Subadviser with a daily accounting of the net asset value of the Fund, in electronic format, including detail regarding all relevant fees inclusive of the Compensation payable hereunder;Advisor.

Custody Arrangements. All assets forming part of the Sub-Advisor Assets shall be held by a custodian who has been appointed by the Advisor and notified in writing to the Sub-Advisor (the “Custodian”). The Fund Advisor acknowledges that it has been and will be solely responsible for the selection, appointment, monitoring and supervision of the Custodian. The Advisor agrees to notify the Sub-Advisor as soon as reasonably practicable in advance of any change to its Custodian. The Sub-Advisor, on each business day, shall provide the Advisor, its consultant(s) and the Custodian such information as the Advisor and the Custodian may reasonably request relating to all transactions concerning the Sub-Advisor Assets. The Advisor acknowledges that the Sub-Advisor does not hold Client Money and/or Safe Custody Assets for the Advisor or the Adviser shall notify Trust under the Subadviser rules, guidance, principles and other provisions contained in the Client Asset Sourcebook in the FCA’s Handbook (the “CASS Rules”). If the Sub-Advisor has the authority to move the Fund’s money or assets under the terms of a mandate defined in CASS 8 of the identities CASS Rules, such monies or assets will be moved from an account not owned by the Sub-Advisor. The Sub-Advisor shall be responsible for exercising or instructing the Custodian to exercise any rights attaching to the investments in the Sub-Advisor Assets. The Advisor shall procure that the Custodian complies with any instructions of its custodian banks and the custody arrangements therewith Sub-Advisor given with respect to the Subadviser management of the Sub-Advisor Assets and shall give the Subadviser written notice of any material changes in such custodian banks or custody arrangementsaccordance with this Agreement. The Subadviser Advisor shall arrange for the Custodian to provide to the Sub-Advisor all documentation that the Sub-Advisor reasonably requests in connection with this Agreement. The Advisor shall arrange for the Custodian to create appropriate links (electronic or otherwise) with the Sub-Advisor or its delegates, in order to pass data in respect of the Sub-Advisor Assets to the Sub-Advisor or its delegates as may be reasonably requested. The Sub-Advisor shall have no liability for the duties, acts or omissions defaults of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions. Subadviser shall not directly or indirectly take custody of the assets of the Fund; such assets shall always be held in the name of the custodian, or in street name, as determined by the custodian of the Fund selected by the Trust or the Adviser. Adviser, through the selected custody arrangements of the Fund or otherwise, shall be responsible, to provide facility to: (a) provide an independent custodian of the Subadviser Assets to take, hold, invest and re-invest mutual fund assets at the direction of Subadviser; (b) provide a security trade execution on-line electronic facility; (c) provide a current and updated listing of securities available for investment; (d) review and approve all security trades directed by Subadviser and process approved trades; (e) provide email confirmation that trade directives were received and processed within one business day after receipt of directive; (f) manage the Subadviser Assets including collection of dividends, interest, proceeds of sale and other monies due and collectable therefor; (g) provide Subadviser with a daily schedule of assets file, in electronic format, which, at a minimum, details the cusip, security name, number of shares and total dollar value as of close of business on the immediately previous business day for each security then owned; (h) provide Subadviser with a daily accounting of the net asset value of the Fund, in electronic format, including detail regarding all relevant fees inclusive of the Compensation payable hereunder;Custodian.

Custody Arrangements. The Fund Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any material changes in such custodian banks or custody arrangements. The Subadviser shall on each business day provide the Adviser and the Trust’s custodian such information as the Adviser and the Trust’s custodian may reasonably request in good faith relating to all transactions concerning the Subadviser Assets. The Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser October 2019 6 with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions. Notwithstanding any other provision in this Agreement or in any agreement executed with the Fund’s Custodian (each, a “Custody Agreement”), the Adviser confirms, and the Subadviser acknowledges and agrees, that the Subadviser shall have no authority whatsoever, nor any authority to direct the custodian, to withdraw or transfer funds or securities from an account otherwise than in connection with effecting or settling trades for the account pursuant to this Agreement and subject to the requirements of Section 2(e) of this Agreement. The custodian and not directly or indirectly take custody the Subadviser is responsible for the collection of income, dividends, and other distributions and for other functions incidental to the assets of the Fund; such assets shall always be held in the name role of the custodian, or in street name, as determined by the custodian of the Fund selected by the Trust or the Adviser. Adviser, through the selected custody arrangements of the Fund or otherwise, shall be responsible, to provide facility to: (a) provide an independent custodian of the Subadviser Assets to take, hold, invest and re-invest mutual fund assets at the direction of Subadviser; (b) provide a security trade execution on-line electronic facility; (c) provide a current and updated listing of securities available for investment; (d) review and approve all security trades directed by Subadviser and process approved trades; (e) provide email confirmation that trade directives were received and processed within one business day after receipt of directive; (f) manage the Subadviser Assets including collection of dividends, interest, proceeds of sale and other monies due and collectable therefor; (g) provide Subadviser with a daily schedule of assets file, in electronic format, which, at a minimum, details the cusip, security name, number of shares and total dollar value as of close of business on the immediately previous business day for each security then owned; (h) provide Subadviser with a daily accounting of the net asset value of the Fund, in electronic format, including detail regarding all relevant fees inclusive of the Compensation payable hereunder;.

Custody Arrangements. The Fund or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any material changes in such custodian banks or custody arrangements. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions. Subadviser shall not directly or indirectly take custody of the assets of the Fund; such assets shall always be held in the name of the custodian, or in street name, as determined by the custodian of the Fund selected by the Trust Fund or the Adviser. Adviser, through the selected custody arrangements of the Fund or otherwise, shall be responsible, to provide facility to: (a) provide an independent custodian of the Subadviser Assets to take, hold, invest and re-invest mutual fund Fund assets at the direction of Subadviser; (b) provide a security trade execution on-line electronic facility; (c) provide a current and updated listing of securities available for investment; (d) review and approve all security trades directed by Subadviser Xxxxxxxxxx and process approved trades; (e) provide email confirmation that trade directives were received and processed within one business day after receipt of directive; (f) manage the Subadviser Assets including collection of dividends, interest, proceeds of sale and other monies due and collectable therefor; (g) provide Subadviser with a daily schedule of assets file, in electronic format, which, at a minimum, details the cusip, security name, number of shares and total dollar value as of close of business on the immediately previous business day for each security then owned; (h) provide Subadviser with a daily accounting of the net asset value of the Fund, in electronic format, including detail regarding all relevant fees inclusive of the Compensation payable hereunder;

Custody Arrangements. The Fund Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any material changes in such custodian banks or custody arrangements. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions. Subadviser shall not directly or indirectly take custody of the assets of the Fund; such assets shall always be held in the name of the custodian, or in street name, as determined by the custodian of the Fund selected by the Trust or the Adviser. Adviser, through the its selected custody arrangements of the Fund or otherwise, shall be responsible, to provide facility to:the following facilities. The costs for such facilities are covered by the Investment Advisory Agreement between The Gold Bullion Strategy Portfolio and Advisors Preferred, LLC of October 23, 2013, and the Fund Services Agreement between Gemini Fund Services, LLC, as amended October 29, 2013. (a) provide an independent custodian of the Subadviser Assets to take, hold, invest and re-invest mutual fund assets at the direction of Subadviser; (b) provide a security trade execution on-line electronic facility; (c) provide a current and updated listing of securities available for investment; (d) review and approve all security trades directed by Subadviser and process approved trades; (e) provide email confirmation that trade directives were received and processed within one business day after receipt of directive; (f) manage the Subadviser Assets including collection of dividends, interest, proceeds of sale and other monies due and collectable therefor; (g) provide Subadviser with a daily schedule of assets file, in electronic format, which, at a minimum, details the cusip, security name, number of shares and total dollar value as of close of business on the immediately previous business day for each security then owned; (h) provide Subadviser with a daily accounting of the net asset value of the Fund, in electronic format, including detail regarding all relevant fees inclusive of the Compensation payable hereunder;

Custody Arrangements. The Fund Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any material changes in such custodian banks or custody arrangements. The Subadviser shall on each business day provide the Adviser and the Trust’s custodian such information as the Adviser and the Trust’s custodian may reasonably request in good faith relating to all transactions concerning the Subadviser Assets. The Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions. Notwithstanding any other provision in this Agreement or in any agreement executed with the Fund's Custodian (each, a "Custody Agreement"), the Adviser confirms, and the Subadviser acknowledges and agrees, that the Subadviser shall have no authority whatsoever, nor any authority to direct the custodian, to withdraw or transfer funds or securities from an account otherwise than in connection with effecting or settling trades for the account pursuant to this Agreement and subject to the requirements of Section 2(e) of this Agreement. The custodian and not directly or indirectly take custody the Subadviser is responsible for the collection of income, dividends, and other distributions and for other functions incidental to the assets of the Fund; such assets shall always be held in the name role of the custodian, or in street name, as determined by the custodian of the Fund selected by the Trust or the Adviser. Adviser, through the selected custody arrangements of the Fund or otherwise, shall be responsible, to provide facility to: (a) provide an independent custodian of the Subadviser Assets to take, hold, invest and re-invest mutual fund assets at the direction of Subadviser; (b) provide a security trade execution on-line electronic facility; (c) provide a current and updated listing of securities available for investment; (d) review and approve all security trades directed by Subadviser and process approved trades; (e) provide email confirmation that trade directives were received and processed within one business day after receipt of directive; (f) manage the Subadviser Assets including collection of dividends, interest, proceeds of sale and other monies due and collectable therefor; (g) provide Subadviser with a daily schedule of assets file, in electronic format, which, at a minimum, details the cusip, security name, number of shares and total dollar value as of close of business on the immediately previous business day for each security then owned; (h) provide Subadviser with a daily accounting of the net asset value of the Fund, in electronic format, including detail regarding all relevant fees inclusive of the Compensation payable hereunder;.

Custody Arrangements. The Fund or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any material changes in such custodian banks or custody arrangements. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions. Subadviser shall not directly or indirectly take custody of the assets of the Fund; such assets shall always be held in the name of the custodian, or in street name, as determined by the custodian of the Fund selected by the Trust Fund or the Adviser. Adviser, through the selected custody arrangements of the Fund or otherwise, shall be responsible, to provide facility to: (a) provide an independent custodian of the Subadviser Assets to take, hold, invest and re-invest mutual fund Fund assets at the direction of Subadviser; (b) provide a security trade execution on-line electronic facility; (c) provide a current and updated listing of securities available for investment; (d) review and approve all security trades directed by Subadviser and process approved trades; (e) provide email confirmation that trade directives were received and processed within one business day after receipt of directive; (f) manage the Subadviser Assets including collection of dividends, interest, proceeds of sale and other monies due and collectable therefor; (g) provide Subadviser with a daily schedule of assets file, in electronic format, which, at a minimum, details the cusip, security name, number of shares and total dollar value as of close of business on the immediately previous business day for each security then owned; (h) provide Subadviser with a daily accounting of the net asset value of the Fund, in electronic format, including detail regarding all relevant fees inclusive of the Compensation payable hereunder;

Custody Arrangements. The Fund Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any material changes in such custodian banks or custody arrangements. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions. Subadviser shall not directly or indirectly take custody of the assets of the FundFunds; such assets shall always be held in the name of the custodian, or in street name, as determined by the custodian of the Fund Funds selected by the Trust or the Adviser. Adviser, through the selected custody arrangements of the Fund Funds or otherwise, shall be responsible, to provide facility to: (a) provide an independent custodian of the Subadviser Assets to take, hold, invest and re-invest mutual fund assets at the direction of Subadviser; (b) provide a security trade execution on-line electronic facility; (c) provide a current and updated listing of securities available for investment; (d) review and approve all security trades directed by Subadviser and process approved trades; (e) provide email confirmation that trade directives were received and processed within one business day after receipt of directive; (f) manage the Subadviser Assets including collection of dividends, interest, proceeds of sale and other monies due and collectable therefor; (g) provide Subadviser with a daily schedule of assets file, in electronic format, which, at a minimum, details the cusip, security name, number of shares and total dollar value as of close of business on the immediately previous business day for each security then owned; (h) provide Subadviser with a daily accounting of the net asset value of the Fund, in electronic format, including detail regarding all relevant fees inclusive of the Compensation payable hereunder;

Custody Arrangements. The Fund Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any material changes in such custodian banks or custody arrangements. The Subadviser shall on each business day provide the Adviser and the Trust’s custodian such information as the Adviser and the Trust’s custodian may reasonably request in good faith relating to all transactions concerning the Subadviser Assets. The Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser further shall have the authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Fund; (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property purchased or sold for the Fund; and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent permitted by the 1940 Act and the rules and regulations thereunder and necessary to meet the obligations of the Fund with respect to any investments made in accordance with the Prospectus. The Subadviser shall not have the authority to cause the Adviser to deliver securities or other property, or pay cash to the Subadviser other than payment of the management fee provided for in this Agreement. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions. Subadviser shall not directly or indirectly take custody of the assets of the Fund; such assets shall always be held in the name of the custodian, or in street name, as determined by the custodian of the Fund selected by the Trust or the Adviser. Adviser, through the selected custody arrangements of the Fund or otherwise, shall be responsible, to provide facility to: (a) provide an independent custodian of the Subadviser Assets to take, hold, invest and re-invest mutual fund assets at the direction of Subadviser; (b) provide a security trade execution on-line electronic facility; (c) provide a current and updated listing of securities available for investment; (d) review and approve all security trades directed by Subadviser and process approved trades; (e) provide email confirmation that trade directives were received and processed within one business day after receipt of directive; (f) manage the Subadviser Assets including collection of dividends, interest, proceeds of sale and other monies due and collectable therefor; (g) provide Subadviser with a daily schedule of assets file, in electronic format, which, at a minimum, details the cusip, security name, number of shares and total dollar value as of close of business on the immediately previous business day for each security then owned; (h) provide Subadviser with a daily accounting of the net asset value of the Fund, in electronic format, including detail regarding all relevant fees inclusive of the Compensation payable hereunder;.

Custody Arrangements. The Fund Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any material changes in such custodian banks or custody arrangements. Title to all Subadviser Assets shall be held in the name of the Fund or in the name of a Custodian, or its nominee, for the benefit of the Fund. The Fund and/or the Trustees shall be responsible for selecting its Custodian. The Subadviser shall on each business day provide the Adviser and the Trust’s custodian such information as the Adviser and the Trust’s custodian may reasonably request in good faith relating to all transactions concerning the Subadviser Assets. The Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions. Subadviser shall not directly have no duty or indirectly take custody obligation with respect to the selection of the assets Custodian, the investment by the Custodian of cash in the account, pricing, reporting functions, the security of data maintained by the Custodian, whether electronically or otherwise; or the Custodian’s failure to obtain and maintain adequate insurance for the account (the “Account”), where applicable; nor for any fees, charges or expenses that may be owed to the Custodian. The Adviser will instruct each Custodian to provide to Subadviser: (i) copies of any statements with respect to the Account (each a “Custodial Statement”) showing all holdings and transactions in the Account; (ii) written confirmations of each completed transaction on behalf of the FundAccount no less often than monthly; (iii) copies of any proxies or shareholder communications for Account securities; and (iv) such assets shall always be held in other information or reports concerning the name status of the custodianAccount as Subadviser may reasonably request from time to time. Client also agrees that the Custodian, and not Subadviser, shall be responsible for (i) the preparation and submission of any documents or in street name, as determined by the custodian of the Fund selected by the Trust or the Adviser. Adviser, through the selected custody arrangements of information needed to register the Fund or otherwiseotherwise permit Fund to hold securities in a foreign jurisdiction; (ii) any and all tax-related reports to the Adviser or to domestic or foreign tax authorities; (iii) any efforts to reclaim foreign taxes; and (iv) any exchange of restricted foreign currencies for the Account. In the event the Adviser or custodian engages in securities lending activities, shall be responsible, to provide facility to: (a) provide an independent custodian of the Subadviser Assets will not be a party to take, hold, invest and re-invest mutual fund assets at the direction or aware of Subadviser; (b) provide a security trade execution on-line electronic facility; (c) provide a current and updated listing of securities available for investment; (d) review and approve all security trades directed by Subadviser and process approved trades; (e) provide email confirmation such lending activities. It is understood that trade directives were received and processed within one business day after receipt of directive; (f) manage the Subadviser Assets including collection of dividends, interest, proceeds of sale and other monies shall not be responsible for settlement delay or failure or any related costs or loss due and collectable therefor; (g) provide Subadviser with a daily schedule of assets file, in electronic format, which, at a minimum, details the cusip, security name, number of shares and total dollar value as of close of business on the immediately previous business day for each security then owned; (h) provide Subadviser with a daily accounting of the net asset value of the Fund, in electronic format, including detail regarding all relevant fees inclusive of the Compensation payable hereunder;to such activities.

Custody Arrangements. The Fund or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any material changes in such custodian banks or custody arrangements. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions. Subadviser shall not directly or indirectly take custody of the assets of the Fund; such assets shall always be held in the name of the custodian, or in street name, as determined by the custodian of the Fund selected by the Trust or the Adviser. Adviser, through the its selected custody arrangements of the Fund or otherwise, shall be responsible, to provide facility to:the following facilities. The costs for such facilities are covered by the Investment Advisory Agreement between GBSP Fund Limited and Advisors Preferred, LLC of October 23, 2013, and the Fund Services Agreement between Gemini Fund Services, LLC, as amended October 29, 2013. (a) provide an independent custodian of the Subadviser Assets to taketak-B, hold, invest and re-invest mutual fund assets at the direction of Subadviser; (b) provide a security trade execution on-line electronic facility; (c) provide a current and updated listing of securities available for investment; (d) review and approve all security trades directed by Subadviser and process approved trades; (e) provide email confirmation that trade directives were received and processed within one business day after receipt of directive; (f) manage the Subadviser Assets including collection of dividends, interest, proceeds of sale and other monies due and collectable therefor; (g) provide Subadviser with a daily schedule of assets file, in electronic format, which, at a minimum, details the cusip, security name, number of shares and total dollar value as of close of business on the immediately previous business day for each security then owned; (h) provide Subadviser with a daily accounting of the net asset value of the Fund, in electronic format, including detail regarding all relevant fees inclusive of the Compensation payable hereunder;

Custody Arrangements. The Fund Selling Stockholder represents and warrants that certificates in negotiable form representing all of the Securities to be sold by such Selling Stockholder hereunder have been placed in custody under a Custody Agreement and Power of Attorney relating to such Securities, in the form heretofore furnished to you, duly executed and delivered by such Selling Stockholder to the Company, acting as custodian for the Selling Stockholder (“SSH Custodian”), and that such Selling Stockholder has duly executed and delivered Powers of Attorney, in the form heretofore furnished to you, appointing the person or persons indicated in Schedule 2 hereto, and each of them, as such Selling Stockholder’s Attorneys-in-fact (the “Attorneys-in-Fact” or any one of them the “Attorney-in Fact”) with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to determine the purchase price to be paid by the Underwriters to the Selling Stockholder as provided herein, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement and the Custody Agreement and Power of Attorney. The Selling Stockholder specifically agrees that the Securities represented by the certificates held in custody for such Selling Stockholder under the Custody Agreement and Power of Attorney, are subject to the interests of the Underwriters hereunder, and that the arrangements made by such Selling Stockholder for such custody, and the appointment by such Selling Stockholder of the Attorneys-in-Fact by the Custody Agreement and Power of Attorney, are to that extent irrevocable. The Selling Stockholder specifically agrees that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of any individual Selling Stockholder, or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the Adviser shall notify the Subadviser termination of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any material changes in such custodian banks estate or custody arrangements. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions. Subadviser shall not directly or indirectly take custody of the assets of the Fund; such assets shall always be held in the name of the custodiantrust, or in street namethe case of a partnership, as determined corporation or similar organization, by the custodian dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any individual Selling Stockholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, corporation or similar organization should be dissolved, or if any other such event should occur, before the delivery of the Fund selected Securities hereunder, certificates representing such Securities shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement and the Custody Agreement and Power of Attorney, and actions taken by the Trust Attorneys-in-Fact pursuant to the Powers of Attorney shall be as valid as if such death, incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Adviser. AdviserSSH Custodian, through the selected custody arrangements Attorneys-in-Fact, or any of the Fund or otherwisethem, shall be responsiblehave received notice of such death, to provide facility to: (a) provide an independent custodian of the Subadviser Assets to takeincapacity, holdtermination, invest and re-invest mutual fund assets at the direction of Subadviser; (b) provide a security trade execution on-line electronic facility; (c) provide a current and updated listing of securities available for investment; (d) review and approve all security trades directed by Subadviser and process approved trades; (e) provide email confirmation that trade directives were received and processed within one business day after receipt of directive; (f) manage the Subadviser Assets including collection of dividends, interest, proceeds of sale and dissolution or other monies due and collectable therefor; (g) provide Subadviser with a daily schedule of assets file, in electronic format, which, at a minimum, details the cusip, security name, number of shares and total dollar value as of close of business on the immediately previous business day for each security then owned; (h) provide Subadviser with a daily accounting of the net asset value of the Fund, in electronic format, including detail regarding all relevant fees inclusive of the Compensation payable hereunder;event.

Custody Arrangements. The Fund Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser prompt written notice of any material changes in such custodian banks or custody arrangements. The Subadviser shall on each business day provide the Adviser and the Trust’s custodian such information as the Adviser and the Trust’s custodian may reasonably request in good faith relating to all transactions concerning the Subadviser Assets. The Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructionsinstructions and, in such case, only to the extent that the Subadviser has breached the standard of conduct set forth in Section 10(a). Notwithstanding any other provision in this Agreement or in any agreement executed with the Fund’s custodian (each, a “Custody Agreement”), the Adviser confirms, and the Subadviser acknowledges and agrees, that the Subadviser shall have no authority whatsoever, nor any authority to direct the custodian, to withdraw or transfer funds or securities from an account otherwise than in connection with effecting or settling trades for the account pursuant to this Agreement and subject to the requirements of Section 2(e) of this Agreement. The custodian and not directly or indirectly take custody the Subadviser is responsible for the collection of income, dividends, and other distributions and for other functions incidental to the assets of the Fund; such assets shall always be held in the name role of the custodian, or in street name, as determined by the custodian of the Fund selected by the Trust or the Adviser. Adviser, through the selected custody arrangements of the Fund or otherwise, shall be responsible, to provide facility to: (a) provide an independent custodian of the Subadviser Assets to take, hold, invest and re-invest mutual fund assets at the direction of Subadviser; (b) provide a security trade execution on-line electronic facility; (c) provide a current and updated listing of securities available for investment; (d) review and approve all security trades directed by Subadviser and process approved trades; (e) provide email confirmation that trade directives were received and processed within one business day after receipt of directive; (f) manage the Subadviser Assets including collection of dividends, interest, proceeds of sale and other monies due and collectable therefor; (g) provide Subadviser with a daily schedule of assets file, in electronic format, which, at a minimum, details the cusip, security name, number of shares and total dollar value as of close of business on the immediately previous business day for each security then owned; (h) provide Subadviser with a daily accounting of the net asset value of the Fund, in electronic format, including detail regarding all relevant fees inclusive of the Compensation payable hereunder;.

Custody Arrangements. The Fund or Sub-Advisor, on each business day, shall provide the Adviser shall notify the Subadviser of the identities of Advisor, its custodian banks consultant(s) and the custody arrangements therewith with respect Trust’s custodian such information as the Advisor and the Trust’s custodian may reasonably request relating to all transactions concerning the Sub-Advisor Assets. The Sub-Advisor shall have the authority to instruct the Trust’s custodian: (i) to pay cash for securities and other property delivered to the Subadviser Assets custodian, (ii) to deliver securities and shall give other property against payment for the Subadviser written notice Sub-Advisor Assets, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. For the avoidance of any material changes in such custodian banks or custody arrangements. The Subadviser doubt, the Sub-Advisor shall have no liability for responsibility or obligation to segregate, or to instruct the acts custodian to segregate, liquid assets of a Fund to the extent required to prevent any instrument or omissions position taken by the Sub-Advisor in respect of the authorized custodian(s)Sub-Advisor Assets from being deemed a “senior security” within the meaning of Section 18 of the 1940 Act. The Sub-Advisor shall not have the authority to cause the custodian to deliver securities and other property, unless such act or omission is required by and taken in reliance upon instructions given pay cash to the authorized custodian(s) Sub-Advisor except as expressly provided herein. All transactions will be consummated by a representative of the Subadviser properly authorized (pursuant payment to written instruction or delivery by the Adviser) to give such instructions. Subadviser shall not directly or indirectly take custody of the assets of the Fund; such assets shall always be held in the name of the custodian, or in street name, such depositaries or agents as determined may be designated by the custodian in writing, of all cash and/or securities due to or from the Fund selected Sub-Advisor Assets, and the Sub-Advisor shall not have possession or custody thereof. The Trust shall issue to the custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Trust Sub-Advisor. The Sub-Advisor shall have the power and authority hereunder, but no responsibility or the Adviser. Adviser, through the selected custody arrangements of the Fund or otherwise, shall be responsibleobligation, to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Sub-Advisor Assets, including, without limitation, to file proofs of claim or other documents related to such proceedings (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving a Fund’s assets, and the Advisor acknowledges and agrees that such power and authority, but no such responsibility or obligation, is delegated hereunder. Nevertheless, the Sub-Advisor agrees that it shall provide facility to: (a) provide an independent custodian of the Subadviser Assets Advisor with any and all documentation or information relating to take, hold, invest and re-invest mutual fund assets at the direction of Subadviser; (b) provide a security trade execution on-line electronic facility; (c) provide a current and updated listing of securities available for investment; (d) review and approve all security trades directed Litigation as may reasonably be requested by Subadviser and process approved trades; (e) provide email confirmation that trade directives were received and processed within one business day after receipt of directive; (f) manage the Subadviser Assets including collection of dividends, interest, proceeds of sale and other monies due and collectable therefor; (g) provide Subadviser with a daily schedule of assets file, in electronic format, which, at a minimum, details the cusip, security name, number of shares and total dollar value as of close of business on the immediately previous business day for each security then owned; (h) provide Subadviser with a daily accounting of the net asset value of the Fund, in electronic format, including detail regarding all relevant fees inclusive of the Compensation payable hereunder;Advisor.

Custody Arrangements. The Fund or Sub-Advisor, on each business day, shall provide the Adviser shall notify the Subadviser of the identities of Advisor, its custodian banks consultant(s) and the custody arrangements therewith with respect Trust’s custodian such information as the Advisor and the Trust’s custodian may reasonably request relating to all transactions concerning the Sub-Advisor Assets. The Sub-Advisor shall have the authority to instruct the Trust’s custodian: (i) to pay cash for securities and other property delivered to the Subadviser Assets custodian, (ii) to deliver securities and shall give other property against payment for the Subadviser written notice Sub-Advisor Assets, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. For the avoidance of any material changes in such custodian banks or custody arrangements. The Subadviser doubt, the Sub-Advisor shall have no liability for responsibility or obligation to segregate, or to instruct the acts custodian to segregate, liquid assets of a Fund to the extent required to prevent any instrument or omissions position taken by the Sub-Advisor in respect of the authorized custodian(s), unless such act Sub-Advisor Assets from being deemed a “senior security” within the meaning of Section 18 of the 1940 Act. The Sub-Advisor shall not have the authority to cause the custodian to deliver securities and other property or omission is required by and taken in reliance upon instructions given pay cash to the authorized custodian(s) Sub-Advisor except as expressly provided herein. All transactions will be consummated by a representative of the Subadviser properly authorized (pursuant payment to written instruction or delivery by the Adviser) to give such instructions. Subadviser shall not directly or indirectly take custody of the assets of the Fund; such assets shall always be held in the name of the custodian, or in street name, such depositaries or agents as determined may be designated by the custodian in writing, of all cash and/or securities due to or from the Fund selected Sub-Advisor Assets, and the Sub-Advisor shall not have possession or custody thereof. The Trust shall issue to the custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Trust Sub-Advisor. The Sub-Advisor shall have the power and authority hereunder, but no responsibility or the Adviser. Adviser, through the selected custody arrangements of the Fund or otherwise, shall be responsibleobligation, to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Sub-Advisor Assets, including, without limitation, to file proofs of claim or other documents related to such proceedings (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving a Fund’s assets, and the Advisor acknowledges and agrees that such power and authority, but no such responsibility or obligation, is delegated hereunder. Nevertheless, the Sub-Advisor agrees that it shall provide facility to: (a) provide an independent custodian of the Subadviser Assets Advisor with any and all documentation or information relating to take, hold, invest and re-invest mutual fund assets at the direction of Subadviser; (b) provide a security trade execution on-line electronic facility; (c) provide a current and updated listing of securities available for investment; (d) review and approve all security trades directed Litigation as may reasonably be requested by Subadviser and process approved trades; (e) provide email confirmation that trade directives were received and processed within one business day after receipt of directive; (f) manage the Subadviser Assets including collection of dividends, interest, proceeds of sale and other monies due and collectable therefor; (g) provide Subadviser with a daily schedule of assets file, in electronic format, which, at a minimum, details the cusip, security name, number of shares and total dollar value as of close of business on the immediately previous business day for each security then owned; (h) provide Subadviser with a daily accounting of the net asset value of the Fund, in electronic format, including detail regarding all relevant fees inclusive of the Compensation payable hereunder;Advisor.

Custody Arrangements. The Fund Subadviser shall not act as custodian or take possession of any assets of the Fund. The Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any material changes in such custodian banks or custody arrangements. The Subadviser shall on each business day provide the Adviser and the Trust’s custodian such information as the Adviser and the Trust’s custodian may reasonably request in good faith relating to all transactions concerning the Subadviser Assets. The Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless (1) such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions, or (2) a different standard of care applies to either the custodian or a subadviser pursuant to the then applicable agreement for custodial services between the Trust and the custodian. The records provided by the Adviser and the Trust’s custodian shall be the official records relating to the Subadviser Assets, and the Subadviser shall not directly or indirectly take custody be responsible for the accuracy of the assets of the Fund; such assets shall always be held in the name of the custodian, or in street name, as determined by the custodian of the Fund selected by the Trust or the Adviser. Adviser, through the selected custody arrangements of the Fund or otherwise, shall be responsible, to provide facility to: (a) provide an independent custodian of the Subadviser Assets to take, hold, invest and re-invest mutual fund assets at the direction of Subadviser; (b) provide a security trade execution on-line electronic facility; (c) provide a current and updated listing of securities available for investment; (d) review and approve all security trades directed by Subadviser and process approved trades; (e) provide email confirmation that trade directives were received and processed within one business day after receipt of directive; (f) manage the Subadviser Assets including collection of dividends, interest, proceeds of sale and other monies due and collectable therefor; (g) provide Subadviser with a daily schedule of assets file, in electronic format, which, at a minimum, details the cusip, security name, number of shares and total dollar value as of close of business on the immediately previous business day for each security then owned; (h) provide Subadviser with a daily accounting of the net asset value of the Fund, in electronic format, including detail regarding all relevant fees inclusive of the Compensation payable hereunder;records.