Common use of Securities Transactions Clause in Contracts

Securities Transactions. In no instance, however, will any Fund's securities be purchased from or sold to the Advisor, the Sub-Advisor, the Trust's principal underwriter, or any affiliated person of either the Trust, the Advisor, the Sub-Advisor or the Trust's principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act. The Sub-Advisor, including its Access Persons (as defined in subsection (e) of Rule 17j-1 under the 1940 Act), agrees to observe and comply with Rule 17j-1 and its Code of Ethics (which shall comply in all material respects with Rule 17j-1), as the same may be amended from time to time. On at least an annual basis, the Sub-Advisor will comply with the reporting requirements of Rule 17j-1, which may include either (i) certifying to the Advisor that the Sub-Advisor and its Access Persons have complied with the Sub-Advisor's Code of Ethics with respect to the Sub-Advisor Assets, or (ii) identifying any violations which have occurred with respect to the Sub-Advisor Assets and (iii) certifying that it has adopted procedures reasonably necessary to prevent Access Persons from violating the Sub-Advisor's Code of Ethics. The Sub-Advisor will also submit its Code of Ethics for its initial approval by the Board of Trustees and subsequently within six months of any material change of thereto.

Securities Transactions. In no instance, however, will any Fund's portfolio securities be purchased from or sold to the Advisor, the Sub-Advisor, the Trust's principal underwriter, or any affiliated person of either the Trust, the Advisor, the Sub-Advisor or the Trust's principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act. The Sub-Advisor, including its Access Persons (as defined in subsection (e) of Rule 17j-1 under the 1940 Act), agrees to observe and comply with Rule 17j-1 and its Code of Ethics (which shall comply in all material respects with Rule 17j-1), as the same may be amended from time to time. On at least an annual basis, the Sub-Advisor will comply with the reporting requirements of Rule 17j-1, which may include either (i) certifying to the Advisor that the Sub-Advisor and its Access Persons have complied with the Sub-Advisor's Code of Ethics with respect to the Sub-Advisor Assets, or (ii) identifying any violations which have occurred with respect to the Sub-Advisor Assets and (iii) certifying that it has adopted procedures reasonably necessary to prevent Access Persons from violating the Sub-Advisor's Code of Ethics. The Sub-Advisor will also submit its Code of Ethics for its initial approval by the Board of Trustees and subsequently within six months of any material change of thereto.

Securities Transactions. In no instance, however, will any Fund's ’s portfolio securities be purchased from or sold to the Advisor, the Sub-Advisor, the Trust's ’s principal underwriter, or any affiliated person of either the Trust, the Advisor, the Sub-Advisor or the Trust's ’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 ActAct including section 17a-7 thereof. The Sub-Advisor, including its Access Persons (as defined in subsection (e) of Rule 17j-1 under the 1940 Act), agrees to observe and comply with Rule 17j-1 and its Code of Ethics (which shall comply in all material respects with Rule 17j-1), as the same may be amended from time to time. On at least an annual basis, the Sub-Advisor will comply with the reporting requirements of Rule 17j-1, which may include either (i) certifying to the Advisor that the Sub-Advisor and its Access Persons have complied with the Sub-Advisor's ’s Code of Ethics with respect to the Sub-Advisor Assets, or (ii) identifying any violations which have occurred with respect to the Sub-Advisor Assets and (iii) certifying that it has adopted procedures reasonably necessary to prevent Access Persons from violating the Sub-Advisor's ’s Code of Ethics. The Sub-Advisor will also submit its Code of Ethics for its initial approval by the Board of Trustees and subsequently within six months of any material change of thereto.

Securities Transactions. In no instance, however, will any Fund's ’s portfolio securities be purchased from or sold to the Advisor, the Sub-Advisor, the Trust's ’s principal underwriter, or any affiliated person of either the Trust, the Advisor, the Sub-Advisor or the Trust's ’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act. The Sub-Advisor, including its Access Persons (as defined in subsection (e) of Rule 17j-1 under the 1940 Act), agrees to observe and comply with Rule 17j-1 and its Code of Ethics (which shall comply in all material respects with Rule 17j-1), as the same may be amended from time to time. On at least an annual basis, the Sub-Advisor will comply with the reporting requirements of Rule 17j-1, which may include either (i) certifying to the Advisor that the Sub-Advisor and its Access Persons have complied with the Sub-Advisor's ’s Code of Ethics with respect to the Sub-Advisor Assets, or (ii) identifying any violations which have occurred with respect to the Sub-Advisor Assets and (iii) certifying that it has adopted procedures reasonably necessary to prevent Access Persons from violating the Sub-Advisor's ’s Code of Ethics. The Sub-Advisor will also submit its Code of Ethics for its initial approval by the Board of Trustees and subsequently within six months of any material change of thereto.

Securities Transactions. In no instance, however, will any Fund's portfolio securities be purchased from or sold to the AdvisorAdviser, the Sub-AdvisorAdviser, the Trust's principal underwriter, or any affiliated person of either the Trust, the AdvisorAdviser, the Sub-Advisor Adviser or the Trust's principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act. The Sub-AdvisorAdviser, including its Access Persons (as defined in subsection (e) of Rule 17j-1 under the 1940 Act), agrees to observe and comply with Rule 17j-1 and its Code of Ethics (which shall comply in all material respects with Rule 17j-1), as the same may be amended from time to time. On at least an annual basis, the Sub-Advisor Adviser will comply with the reporting requirements of Rule 17j-1, which may include either (i) certifying to the Advisor Adviser that the Sub-Advisor Adviser and its Access Persons have complied with the Sub-AdvisorAdviser's Code of Ethics with respect to the Sub-Advisor Adviser Assets, or (ii) identifying any violations which have occurred with respect to the Sub-Advisor Adviser Assets and (iii) certifying that it has adopted procedures reasonably necessary to prevent Access Persons from violating the Sub-AdvisorAdviser's Code of Ethics. The Sub-Advisor Adviser will also submit its Code of Ethics for its initial approval by the Board of Trustees and subsequently within six months of any material change of thereto.

Securities Transactions. In no instance, however, will any Fund's portfolio securities be purchased from or sold to the Advisor, the Sub-Advisor, the Trust's principal underwriter, or any affiliated person of either the Trust, the Advisor, the Sub-Advisor or the Trust's principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 ActAct including section 17a-7 thereof. The Sub-Advisor, including its Access Persons (as defined in subsection (e) of Rule 17j-1 under the 1940 Act), agrees to observe and comply with Rule 17j-1 and its Code of Ethics (which shall comply in all material respects with Rule 17j-1), as the same may be amended from time to time. On at least an annual basis, the Sub-Advisor will comply with the reporting requirements of Rule 17j-1, which may include either (i) certifying to the Advisor that the Sub-Advisor and its Access Persons have complied with the Sub-Advisor's Code of Ethics with respect to the Sub-Advisor Assets, or (ii) identifying any violations which have occurred with respect to the Sub-Advisor Assets and (iii) certifying that it has adopted procedures reasonably necessary to prevent Access Persons from violating the Sub-Advisor's Code of Ethics. The Sub-Advisor will also submit its Code of Ethics for its initial approval by the Board of Trustees and subsequently within six months of any material change of thereto.